S-4

As filed with the Securities and Exchange Commission on October 11, 2005

Registration No. 333-                    

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

EMERGENCY MEDICAL SERVICES L.P.

(Exact Name of Registrant as Specified in its Charter)

Delaware	4119, 8011 and 8741	20-2076535
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

6200 S. Syracuse Way

Greenwood Village, Colorado 80111

(303) 495-1200

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Todd Zimmerman, Esq.

General Counsel

Emergency Medical Services Corporation

6200 S. Syracuse Way

Greenwood Village, Colorado 80111

(303) 495-1200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies To:

Lynn Toby Fisher, Esq.
Joel I. Greenberg, Esq.
Kaye Scholer LLP
425 Park Avenue
New York, New York 10022
(212) 836-8000 William A. Sanger
Chief Executive Officer
Emergency Medical Services Corporation
6200 S. Syracuse Way
Greenwood Village, Colorado 80111
(303) 495-1200

     Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement becomes effective.

     If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

     If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o                 

     If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o                 

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum
Title Of Each Class Of	Amount To Be	Offering Price	Aggregate Offering	Amount Of
Securities To Be Registered	Registered	Per Unit	Price	Registration Fee
10% Senior Subordinated Notes due 2015	$250,000,000	100%	$250,000,000(1)	$29,425
Guarantees of 10% Senior Subordinated Notes due 2015(2)	$250,000,000	100%	$250,000,000	(3)

(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f).
(2)	The co-registrants identified as “guarantors” in the Table of Additional Registrants have guaranteed the notes.
(3)	Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantees of the notes being registered.

     The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Table of Additional Registrants

	State or Other		Primary Standard
	Jurisdiction of		Industry	I.R.S. Employer
	Incorporation or		Classification Code	Identification
Exact Name of Registrant as Specified in its Charter	Organization		Number	No.
ISSUERS
AMR HoldCo, Inc.		Delaware	6719		20-2076468
EmCare HoldCo, Inc.		Delaware	6719		20-2076495
GUARANTORS
EMS Management LLC		Delaware	6719		20-2076564
American Medical Response, Inc.		Delaware	4119		04-3147881
Hank’s Acquisition Corp.		Alabama	4119		33-0569883
Fountain Ambulance Service, Inc.		Alabama	4119		63-1058995
MedLife Emergency Medical Service, Inc.		Alabama	4119		63-1154514
American Medical Response Northwest, Inc.		Oregon	4119		93-0567420
American Medical Response West		California	4119		77-0324739
Metropolitan Ambulance Service		California	4119		94-1701773
American Medical Response of Inland Empire		California	4119		95-2223085
Desert Valley Medical Transport, Inc.		California	4119		33-0753384
Springs Ambulance Service, Inc.		California	4119		95-2426613
American Medical Response of Colorado, Inc.		Delaware	4119		84-1231591
International Life Support, Inc.		Hawaii	4119		99-0114256
Medevac MidAmerica, Inc.		Missouri	4119		95-3743718
Medevac Medical Response, Inc.		Missouri	4119		43-1097068
American Medical Response of Oklahoma, Inc.		Delaware	4119		73-1462014
American Medical Response of Texas, Inc.		Delaware	4119		76-0487923
Kutz Ambulance Service, Inc.		Wisconsin	4119		39-0827456
American Medical Response Holdings, Inc.		Delaware	4119		84-1370651
American Medical Response Management, Inc.		Delaware	4119		84-1351841
Regional Emergency Services, LP		Delaware	4119		59-3383586
A1 Leasing, Inc.		Florida	4119		59-3403850
Florida Emergency Partners, Inc.		Texas	4119		59-3383583
Mobile Medic Ambulance Service, Inc.		Delaware	4119		04-3171173
Metro Ambulance Service, Inc.		Delaware	4119		72-1275308
Metro Ambulance Service (Rural), Inc.		Delaware	4119		72-1275309
Medic One Ambulance Services, Inc.		Delaware	4119		72-1276358
American Medical Response of South Carolina, Inc.		Delaware	4119		57-1024333
American Medical Response of North Carolina, Inc.		Delaware	4119		56-1931968
American Medical Response of Georgia, Inc.		Delaware	4119		58-2193430
Troup County Emergency Medical Services, Inc.		Georgia	4119		58-1313603
Randle Eastern Ambulance Service, Inc.		Florida	4119		59-0737717
Medi-Car Systems, Inc.		Florida	4119		59-1996927
Medi-Car Ambulance Service, Inc.		Florida	4119		59-1892079
American Medical Response of Tennessee, Inc.		Delaware	4119		62-1642499
Physicians & Surgeons Ambulance Service, Inc.		Ohio	4119		34-0859642
American Medical Response of Illinois, Inc.		Delaware	4119		36-3978701
Midwest Ambulance Management Company		Delaware	4119		36-3973137
Paramed, Inc.		Michigan	4119		38-2142110
Mercy Ambulance of Evansville, Inc.		Indiana	4119		35-1494500
Tidewater Ambulance Service, Inc.		Virginia	4119		54-1244307
American Medical Response of Connecticut, Incorporated		Connecticut	4119		06-1356148
American Medical Response of Massachusetts, Inc.		Massachusetts	4119		04-2574482
American Medical Response Mid-Atlantic, Inc.		Pennsylvania	4119		23-2195702
American Medical Response Delaware Valley, LLC		Delaware	4119		74-2895618
Ambulance Acquisition, Inc.		Delaware	4119		51-0352561
Metro Ambulance Services, Inc.		Georgia	4119		72-1275308
Broward Ambulance, Inc.		Delaware	4119		33-0506810
Atlantic Ambulance Services Acquisition, Inc.		Delaware	4119		33-0506806
Atlantic/ Key West Ambulance, Inc.		Delaware	4119		33-0506809
Atlantic/ Palm Beach Ambulance, Inc.		Delaware	4119		33-0506808
Seminole County Ambulance, Inc.		Delaware	4119		33-0506811
LifeFleet Southeast, Inc.		Florida	4119		59-1395439
American Medical Pathways, Inc.		Delaware	4119		75-2766681

	State or Other		Primary Standard
	Jurisdiction of		Industry	I.R.S. Employer
	Incorporation or		Classification Code	Identification
Exact Name of Registrant as Specified in its Charter	Organization		Number	No.
ProvidaCare, L.L.C.		Texas	4119		75-2643961
Adam Transportation Service, Inc.		New York	4119		13-3541209
Associated Ambulance Service, Inc.		New York	4119		11-2163989
Park Ambulance Service Inc.		New York	4119		13-2508653
Five Counties Ambulance Service, Inc.		New York	4119		11-2127997
Sunrise Handicap Transport Corp.		New York	4119		11-2569671
STAT Healthcare, Inc.		Delaware	4119		76-0496236
Laidlaw Medical Transportation, Inc.		Delaware	4119		75-2474011
Mercy, Inc.		Nevada	4119		88-0125707
American Investment Enterprises, Inc.		Nevada	4119		88-0206998
LifeCare Ambulance Service, Inc.		Illinois	4119		36-3799039
TEK, Inc.		Illinois	4119		36-2915559
Mercy Life Care		California	4119		94-2619315
Hemet Valley Ambulance Service, Inc.		California	4119		95-2841215
American Medical Response of Southern California		California	4119		95-1488421
Medic One of Cobb, Inc.		Georgia	4119		58-1944370
Puckett Ambulance Service, Inc.		Georgia	4119		58-1572034
AMR Brockton, L.L.C.		Delaware	4119		04-3502200
EmCare Holdings Inc.		Delaware	6719		13-3645287
EmCare, Inc.		Delaware	8011, 8060 and 8741		75-1732351
EmCare of Maryland LLC		Maryland	8011, 8060 and 8741		75-2584537
EmCare of Alabama, Inc.		Alabama	8011, 8060 and 8741		75-2764325
EmCare Contract of Arkansas, Inc.		Arkansas	8011, 8060 and 8741		75-2780794
EmCare of Arizona, Inc.		Arizona	8011, 8060 and 8741		75-2764321
EmCare of California, Inc.		California	8011, 8060 and 8741		94-2246075
EmCare of Colorado, Inc.		Colorado	8011, 8060 and 8741		75-2764320
EmCare of Connecticut, Inc.		Connecticut	8011, 8060 and 8741		33-1015195
EmCare of Florida, Inc.		Florida	8011, 8060 and 8741		59-1317432
EmCare of Georgia, Inc.		Georgia	8011, 8060 and 8741		75-2764317
EmCare of Hawaii, Inc.		Hawaii	8011, 8060 and 8741		99-0158218
EmCare of Indiana, Inc.		Indiana	8011, 8060 and 8741		75-2793483
EmCare of Iowa, Inc.		Iowa	8011, 8060 and 8741		75-2764281
EmCare of Kentucky, Inc.		Kentucky	8011, 8060 and 8741		75-2764280
EmCare of Louisiana, Inc.		Louisiana	8011, 8060 and 8741		75-2759529
EmCare of Maine, Inc.		Maine	8011, 8060 and 8741		20-0209933
EmCare of Michigan, Inc.		Michigan	8011, 8060 and 8741		75-2764279
EmCare of Minnesota, Inc.		Minnesota	8011, 8060 and 8741		75-2764277
EmCare of Mississippi, Inc.		Mississippi	8011, 8060 and 8741		75-2760070
EmCare of Missouri, Inc.		Missouri	8011, 8060 and 8741		75-2789939
EmCare Nevada, Inc.		Nevada	8011, 8060 and 8741		75-2731501
EmCare of New Hampshire, Inc.		New Hampshire	8011, 8060 and 8741		75-2764327
EmCare of New Jersey, Inc.		New Jersey	8011, 8060 and 8741		75-2759525
EmCare of New Mexico, Inc.		New Mexico	8011, 8060 and 8741		75-2764326
EmCare of New York, Inc.		New York	8011, 8060 and 8741		75-2764324
EmCare of North Carolina, Inc.		North Carolina	8011, 8060 and 8741		75-2764322
EmCare of North Dakota, Inc.		North Dakota	8011, 8060 and 8741		75-2763877
EmCare of Ohio, Inc.		Ohio	8011, 8060 and 8741		75-2763876
EmCare of Oklahoma, Inc.		Oklahoma	8011, 8060 and 8741		75-2754565
EmCare of Oregon, Inc.		Oregon	8011, 8060 and 8741		75-2763874
EmCare of Pennsylvania, Inc.		Pennsylvania	8011, 8060 and 8741		75-2763873
EmCare of Rhode Island, Inc.		Rhode Island	8011, 8060 and 8741		75-2697459
EmCare of South Carolina, Inc.		South Carolina	8011, 8060 and 8741		58-2479880
EmCare of Tennessee, Inc.		Tennessee	8011, 8060 and 8741		75-2759523
EmCare of Texas, Inc.		Texas	8011, 8060 and 8741		75-2849713
EmCare of Vermont, Inc.		Vermont	8011, 8060 and 8741		75-2764310
EmCare of Virginia, Inc.		Virginia	8011, 8060 and 8741		75-2764309
EmCare of Washington, Inc.		Washington	8011, 8060 and 8741		75-2764308
EmCare of West Virginia, Inc.		West Virginia	8011, 8060 and 8741		34-1700097
EmCare of Wisconsin, Inc.		Wisconsin	8011, 8060 and 8741		75-2764307
EmCare Physician Providers, Inc.		Missouri	8011, 8060 and 8741		43-0972570

	State or Other		Primary Standard
	Jurisdiction of		Industry	I.R.S. Employer
	Incorporation or		Classification Code	Identification
Exact Name of Registrant as Specified in its Charter	Organization		Number	No.
EmCare Physician Services, Inc.		Delaware	8011, 8060 and 8741		51-0345538
EmCare Services of Illinois, Inc.		Illinois	8011, 8060 and 8741		36-2670076
EmCare Services of Massachusetts, Inc.		Massachusetts	8011, 8060 and 8741		75-2772211
EmCare Anesthesia Services, Inc.		Delaware	8011, 8060 and 8741		65-0743208
ECEP, Inc.		Missouri	8011, 8060 and 8741		36-4330833
Coordinated Health Services, Inc.		Pennsylvania	8011, 8060 and 8741		23-2666117
EM-CODE Reimbursement Solutions, Inc.		Delaware	8011, 8060 and 8741		75-2790529
Emergency Medicine Education Systems, Inc.		Texas	8011, 8060 and 8741		75-2706238
Emergency Specialists of Arkansas, Inc. II		Texas	8011, 8060 and 8741		75-2599775
First Medical/ EmCare, Inc.		California	8011, 8060 and 8741		95-3580100
Healthcare Administrative Services, Inc.		Delaware	8011, 8060 and 8741		43-1787964
OLD STAT, Inc.		Delaware	8011, 8060 and 8741		76-0443952
Reimbursement Technologies, Inc.		Pennsylvania	8011, 8060 and 8741		23-2634599
STAT Physicians, Inc.		Florida	8011, 8060 and 8741		59-3413300
The Gould Group, Inc.		Texas	8011, 8060 and 8741		75-2378809
Tifton Management Services, Inc.		Georgia	8011, 8060 and 8741		58-1327293
Tucker Emergency Services, Inc.		Georgia	8011, 8060 and 8741		58-1521816
Helix Physicians Management, Inc.		California	8011, 8060 and 8741		68-0323716
Norman Bruce Jetton, Inc.		California	8011, 8060 and 8741		95-3192465
Pacific Emergency Specialists Management, Inc.		California	8011, 8060 and 8741		33-0082696
American Emergency Physicians Medical Group, Inc.		California	8011, 8060 and 8741		95-4194045
Physician Account Management, Inc.		Florida	8011, 8060 and 8741		03-0373713
Provider Account Management, Inc.		Delaware	8011, 8060 and 8741		75-2964700
Charles T. Mitchell, Inc.		Hawaii	8011, 8060 and 8741		99-0175097
Global Medical Response, Inc.		Delaware	6719		65-1242537

      The address, including zip code, and telephone number, including area code, of each of the Additional Registrant’s principal executive office is c/o Emergency Medical Services Corporation, 6200 S. Syracuse Way, Greenwood Village, Colorado 80111, (303) 495-1200.

      The name, address, including zip code, and telephone number, including area code, of agent for service for each of the Additional Registrants is Todd Zimmerman, General Counsel, Emergency Medical Services Corporation, 6200 S. Syracuse Way, Greenwood Village, Colorado 80111, (303) 495-1200.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED                     , 2005

Prospectus

                              

AMR HoldCo, Inc.

EmCare HoldCo, Inc.

Offer to Exchange

$250,000,000 principal amount of our 10% senior subordinated notes due 2015, which have been registered under the Securities Act, for any and all of our outstanding 10% senior subordinated notes due 2015.

      We are offering to exchange all of our 10% senior subordinated notes due 2015, which we refer to as the outstanding notes, for our registered 10% senior subordinated notes due 2015, which we refer to as exchange notes and which are described in this prospectus. We refer to the outstanding notes and the exchange notes together as the notes. The terms of the exchange notes are identical to the terms of the outstanding notes except that the exchange notes have been registered under the Securities Act of 1933 and, therefore, are freely transferable. We will pay interest on the notes at the rate of 10% per year. Interest on the notes will be payable on February 15 and August 15 of each year, beginning on August 15, 2005. The notes will mature on February 15, 2015.

      We may redeem some or all of the notes at any time on or after February 15, 2010 at the redemption prices set forth in this prospectus. In addition, prior to February 15, 2008 we may redeem up to 35% of the notes at a purchase price equal to 110% of the aggregate principal amount of the notes, plus accrued and unpaid interest and liquidated damages, if any, from the proceeds of certain equity offerings or contributions. The redemption prices are discussed under the caption “Description of Notes — Optional Redemption.”

      The principal features of the exchange offer are as follows:

•  The exchange offer expires at 5:00 p.m., New York City time, on                     , 2005, unless extended.

•  We will exchange all outstanding notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer.

•  You may withdraw tendered outstanding notes at any time prior to the expiration of the exchange offer.

•  The exchange of outstanding notes for exchange notes pursuant to the exchange offer will not be a taxable event for U.S. federal income tax purposes.

•  We will not receive any proceeds from the exchange offer.

•  We do not intend to apply for listing of the exchange notes on any securities exchange or automated quotation system.

      Broker-dealers receiving exchange notes in exchange for outstanding notes acquired for their own account through market-making or other trading activities must deliver a prospectus in any resale of the exchange notes.

      Investing in the notes involves risks. See “Risk Factors” beginning on page 15.

      Neither the U.S. Securities and Exchange Commission nor any other federal or state agency has approved or disapproved of these securities to be distributed in the exchange offer, nor have any of these organizations determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                   , 2005

     You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information in this prospectus is accurate on the date on the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that date.

      Each broker-dealer that receives the exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal delivered with this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealers as a result of market-making activities or other trading activities. We have agreed that, for a period of up to 90 days following the effective date of the registration statement, of which this prospectus is a part, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

TABLE OF CONTENTS

	Page
Summary		1
Risk Factors		15
Cautionary Statements Regarding Forward-Looking Statements		32
Formation of Holding Company		33
The Exchange Offer		34
Use of Proceeds		43
Capitalization		44
Unaudited Pro Forma Consolidated Financial Data		45
Selected Combined and Consolidated Financial Information and Other Data		51
Management’s Discussion and Analysis of Financial Condition and Results of Operations		53
Industry		77
Business		79
Management		114
Principal Stockholders		122
Certain Relationships and Related Party Transactions		124
Description of Senior Secured Credit Facility		128
Description of Notes		130
Material U.S. Federal Income Tax Considerations		173
Plan of Distribution		177
Legal Matters		178
Experts		178
Where You Can Find More Information		178
Index to Combined and Consolidated Financial Statements		F-1
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INDUSTRY AND MARKET DATA

      The market data and other statistical information used throughout this prospectus are based on independent industry publications, government publications, reports by market research firms or other published independent sources. Some data are also based on our good faith estimates, which are derived from our review of internal surveys, as well as the independent sources listed above. Although we believe these sources are reliable, we have not independently verified the information. None of the independent industry publications used in this prospectus were prepared on our or our affiliates’ behalf and none of the sources cited in this prospectus consented to the inclusion of any data from its reports, nor have we sought their consent.

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SUMMARY

      This summary highlights selected information contained elsewhere in this prospectus and does not contain all of the information you need to consider in making your investment decision. This summary is qualified in its entirety by the more detailed information and the combined and consolidated financial statements and notes thereto appearing elsewhere in this prospectus. You should read carefully this entire prospectus and should consider, among other things, the matters set forth in the section entitled “Risk Factors.”

      References to “we,” “us,” “our,” the “company” and “Emergency Medical Services” refer to Emergency Medical Services Corporation and its subsidiaries, including its predecessors. Unless the context otherwise requires, these references give effect to (i) the formation of Emergency Medical Services as a holding company, in which Emergency Medical Services L.P., or EMS L.P., will become a consolidated subsidiary of the company, and (ii) the initial public offering of our common stock and our intended use of the proceeds of that offering. See “Formation of Holding Company.” References to AMR and EmCare refer, respectively, to American Medical Response, Inc. and its subsidiaries and to EmCare Holdings Inc. and its subsidiaries, including its affiliated physician groups and managed companies. “Our physicians” and “our healthcare professionals” include physicians employed by, or contracted with, these affiliated physician groups.

      References to “the issuers” or “AMR HoldCo” and “EmCare HoldCo” are references to AMR HoldCo, Inc. and EmCare HoldCo, Inc., the holding companies of AMR and EmCare, respectively, which were created for the sole purpose of serving as joint and several co-issuers of the notes and co-borrowers under our senior secured credit facility.

      References to “our offering” or “our initial public offering” are references to the proposed initial public offering of Emergency Medical Services. See “Formation of Holding Company”.

Company Overview

      Emergency Medical Services Corporation is a leading provider of emergency medical services in the United States. We operate our business and market our services under the AMR and EmCare brands. AMR is the leading provider of ambulance services in the United States, based on net revenue and number of transports. EmCare is the leading provider of outsourced emergency department staffing and related management services in the United States, based on number of contracts with hospitals and affiliated physician groups. Approximately 86% of our fiscal 2004 net revenue was generated under exclusive contracts. During fiscal 2004, we provided emergency medical services to approximately 9 million patients in more than 2,000 communities nationwide. For the fiscal year ended August 31, 2004, we generated net revenue of $1.6 billion, of which AMR and EmCare represented approximately 66% and 34%, respectively.

      AMR. Over its 50 years of operating history, AMR has developed the largest network of ambulance services in the United States. AMR has an 8% share of the total ambulance services market and a 21% share of the private provider ambulance market. During fiscal 2004, AMR treated and transported approximately 3.7 million patients in 34 states. AMR has approximately 2,550 contracts with communities, government agencies, healthcare providers and insurers to provide ambulance transport services. AMR’s broad geographic footprint enables us to contract on a national and regional basis with managed care and insurance companies. AMR has made significant investments in technology, customer service programs, employee training and risk mitigation programs to enhance quality and reduce costs for our customers. We believe this has resulted in our improvement in contract retention, from 81% in fiscal 2001 to what we believe is our industry-leading contract retention rate of 99% in fiscal 2004. For fiscal 2004, approximately 57% of AMR’s net revenue was generated from emergency 911 ambulance services, 32% from non-emergency ambulance services and the balance generated from the provision of training, dispatch centers and other services to communities and public safety agencies.

      EmCare. Over its 33 years of operating history, EmCare has become the largest provider of outsourced emergency department staffing and related management services to healthcare facilities. EmCare has a 6%

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share of the total emergency department services market and a 9% share of the outsourced emergency department services market. In addition, EmCare has become one of the leading providers of hospitalist services, the staffing of physicians that specialize in the care of acutely ill patients in an inpatient setting. During fiscal 2004, EmCare had approximately 5.3 million patient visits in 38 states. EmCare has 329 exclusive contracts with hospitals and independent physician groups to provide emergency department, hospitalist and radiology staffing, management and other administrative services. We believe that EmCare’s successful physician recruitment and retention, high level of customer service and advanced risk management programs have resulted in our improvement in contract retention, from 74% in fiscal 2001 to what we believe is an industry-leading contract retention rate of 91% in fiscal 2004.

Emergency Medical Services Industry

      We operate in the ambulance and emergency department services markets, two large and growing segments of the emergency medical services market. Most communities are required by law to provide emergency ambulance services and most hospitals are required to provide emergency department services. Emergency medical services are a core component of the range of care a patient could potentially receive in the pre-hospital and hospital-based settings. Accordingly, we believe that expenditures for emergency medical services will continue to correlate closely with growth in the U.S. hospital market. Approximately 43% of all hospital admissions originated from the emergency department in 2003, and a substantial portion of patients enter the hospital by way of ambulance transport. We believe that growth in our emergency medical services markets will also be driven by an increase in outsourcing for these services and increased federal funding for disaster preparedness and response.

Ambulance Services

      Ambulance services encompass both 911 emergency response and non-emergency transport services. We believe the ambulance services market represents annual expenditures of approximately $12 billion. The ambulance services market is highly fragmented, with more than 14,000 private, public and not-for-profit service providers accounting for an estimated 36 million ambulance transports in 2004. There are a limited number of regional ambulance providers and we are one of only two national ambulance providers. Given demographic trends, we expect the total number of ambulance transports to continue to grow at a steady rate of 1% to 2% per year.

      Due to increased demand for effective use of technology, cost-efficient services, improved patient outcomes and emergency preparedness and response, we believe that the current trend by communities and hospitals to outsource ambulance services will contribute to growth for private providers. According to the Journal of Emergency Medical Services, the percentage of emergency medical transportation services delivered by private ambulance providers in the nation’s 200 largest cities increased from 34% in 1999 to 39% in 2003. Furthermore, we expect private providers to benefit as hospitals continue to outsource more of their ambulance services due to changes in reimbursement rates and increased use of outpatient services.

Emergency Department Services

      We believe the physician reimbursement component of the emergency department services market represents annual expenditures of approximately $10 billion. There are approximately 4,700 hospitals in the United States that operate emergency departments, of which approximately 67% outsource their physician staffing and management for this department. The market for outsourced emergency department staffing and related management services is highly fragmented, with more than 800 national, regional and local providers. We believe we are one of only five national providers.

      Between 1993 and 2003, the total number of patient visits to hospital emergency departments increased from 90.3 million to 113.9 million, an increase of 26%. At the same time, the number of hospital emergency departments declined 12%. As a result, the average number of patient visits per hospital emergency department increased substantially during that period. We believe these trends are resulting in an increased focus by hospitals on their emergency departments. As the per hospital demand for emergency department visits

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continues to increase, we believe that more hospitals will turn to well-established providers, such as EmCare, which have a demonstrated track record of improving productivity and efficiency while providing high quality care.

Competitive Strengths

      We believe the following competitive strengths position our company to capitalize on the favorable trends occurring within the healthcare industry and the emergency medical services markets.

      Leading, Established Provider of Emergency Medical Services. We are a leading provider of emergency medical services in the United States. AMR is the leading provider of ambulance services, with net revenue approximately twice that of our only national competitor. During fiscal 2004, AMR treated and transported approximately 3.7 million patients in 34 states. We believe that EmCare is the leading provider of outsourced staffing and related management services to emergency departments, with 32% more emergency department staffing contracts than our principal national competitor. EmCare’s 4,500 affiliated physicians provide services to over 300 client hospitals, including many of the top 100 hospitals in the United States. EmCare is also a leading provider of hospitalist services, based on number of contracts with hospitals.

      Significant Scale and Geographic Presence. We believe our significant scale and broad geographic presence provide a competitive advantage over local and regional providers in most areas, including our: (i) broad program offering and cost efficiencies generated by our technology investment, which may be too costly for certain providers to replicate; (ii) national contracting and preferred provider relationships with managed care organizations and healthcare systems; and (iii) ability to recruit and retain quality personnel, which also lowers our costs associated with employee turnover and increases customer and patient satisfaction.

      Long-Term Relationships with Existing Customers. We believe our long-term, well-established relationships with communities and healthcare facilities enhance our ability to retain existing customers and win new contracts. AMR and EmCare have maintained relationships with their ten largest customers for an average of 34 and 12 years, respectively. We believe our industry-leading contract retention rates reflect our ability to deliver on our service commitments to our customers over extended time periods.

      Strong Financial Performance. When we compete for new business, one of the key factors our potential customers evaluate is financial stability. As a result, we believe our track record of strong financial performance provides us with a competitive advantage over our competitors. We believe our ability to demonstrate consistently strong financial performance will continue to differentiate our company and provide a competitive advantage in winning new contracts and renewing existing contracts.

      Focus on Risk Management. Considered by certain insurance industry consultants to be one of the leading programs of its kind in the emergency department industry, EmCare’s risk management initiatives are enhanced by the use of our professional liability claims database and comprehensive claims management. AMR’s risk/ safety program is aimed at reducing worker injuries through training and improved equipment, and increasing vehicle safety through the use of technology. Over the last three years, our workers compensation, auto, general and professional liability claims per 100,000 ambulance transports decreased 8.4% at AMR and our professional liability claims per 100,000 emergency department visits decreased 14.0% at EmCare.

      Investment in Core Technologies. We utilize technology as a means to enhance quality, reduce the cost of our service offerings, more effectively manage risk and improve our profitability. At AMR, we expect our proprietary electronic patient care records system to improve chart documentation and reduce costs. AMR also utilizes proprietary software, Millennium, to determine the appropriate level of transportation services to be dispatched and track response times and other data for hospitals. At EmCare, our proprietary physician recruitment software has enhanced our recruitment efficiency and improved our physician retention rate. EmCare also tracks risk exposure trends through what we believe is one of the largest emergency department risk databases, allowing us to assess, develop and implement targeted risk intervention programs.

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      Proven and Committed Management Team. We are led by an experienced senior management team with an average of 21 years of experience in the healthcare industry. Our Chairman and Chief Executive Officer, William Sanger, has over 30 years of experience within the healthcare services industry, with leadership roles in multi-system hospitals, ambulatory care facilities, post-acute service facilities, physician management companies and insurance entities. Since Mr. Sanger joined us in 2001, our senior management team has been successful in growing the market share of our businesses, managing changes in reimbursement policy, reducing professional liability risk and improving the profitability of our operations.

Business Strategy

      We intend to leverage Emergency Medical Services’ competitive strengths to pursue our business strategy:

      Increase Revenue from Existing Customers. We believe our long track record of delivering excellent service and quality patient care and innovative programs for both communities and hospitals, coupled with our breadth of services, creates opportunities for us to increase revenue from our existing customer base.

      Grow Our Customer Base. We believe we have a unique competency in the treatment, management and billing of episodic and unscheduled care. We believe our significant scope and scale and leading market position provide us with new and expanded opportunities to grow our customer base. We will continue to generate new revenue and client growth by pursuing additional outsourcing opportunities for ambulance transports and emergency department, hospitalist and radiology services, expanding our public/private ambulance partnerships with local fire departments and managing health-related transportation logistics.

      Pursue Select Acquisition Opportunities. The emergency medical services industry is highly fragmented. We plan to pursue select acquisitions in our core businesses, including acquisitions to enhance our presence in existing markets and our entry into new geographic markets. We will also explore the acquisition of complementary businesses, such as radiology, hospitalist and managed health-related transportation services and seek opportunities to expand the scope of services in which we can leverage our core competencies.

      Utilize Technology to Differentiate Our Services and Improve Operating Efficiencies. We intend to continue to invest in technologies that broaden our services in the marketplace, improve patient care, enhance our billing efficiencies and increase our profitability. We believe that the complexities of the healthcare industry and customer demand for broader, more cost-effective service offerings will continue to benefit those providers that remain at the forefront of technological innovation.

      Continued Focus on Risk Management. Through our risk management and quality assurance staffs, technology platform and well-trained medical personnel, we will continue to conduct aggressive risk management programs for loss prevention and early intervention. We will continue to develop and utilize clinical “fail safes” and use technology in our ambulances to reduce vehicular incidents.

      Implement Cost Rationalization Initiatives. We will continue to rationalize our cost structure by aligning compensation with productivity, developing risk management initiatives that are focused on mitigating risk exposures, and eliminating costs in our national and regional corporate support structure.

Company History

      In February 2005, an investor group led by Onex Partners LP and Onex Corporation, and including members of our management, purchased our operating subsidiaries — AMR and EmCare — from Laidlaw International, Inc. Laidlaw had acquired AMR and EmCare in 1997.

      The purchase price for AMR and EmCare totaled $828.8 million. We funded the purchase price and related transaction costs with equity contributions of $219.2 million, the issuance and sale of $250.0 million principal amount of our senior subordinated notes and borrowings under our senior secured credit facility, including a term loan of $350.0 million and approximately $20.2 million under our revolving credit facility.

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We intend to use approximately $           million of the net proceeds from our initial public offering to repay debt outstanding under our senior secured credit facility.

      Since completing our acquisition of AMR and EmCare, we have operated through a holding company, EMS L.P., that is a limited partnership. As described in “Formation of Holding Company”, our new holding company will be a Delaware corporation upon completion of our initial public offering.

Risk Factors

      Investing in the exchange notes involves risks. You should refer to the section entitled “Risk Factors” for a discussion of certain risks you should consider before deciding whether to invest in the exchange notes.

Executive Offices

      Our principal executive offices are located at 6200 S. Syracuse Way, Suite 200, Greenwood Village, Colorado 80111 and our telephone number at that address is (303) 495-1200. Our website address is www.emsc.net. The website addresses for our business segments are www.amr.net and www.emcare.com. Information contained on these websites is not part of this prospectus and is not incorporated in this prospectus by reference.

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The Exchange Offer

      On February 10, 2005, we completed an offering of $250,000,000 aggregate principal amount of 10% senior subordinated notes due 2015, which was exempt from registration under the Securities Act.

      We sold the outstanding notes to the initial purchasers, which subsequently resold the outstanding notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act.

      In connection with the sale of the outstanding notes, EMS L.P., the issuers and the subsidiary guarantors entered into a registration rights agreement with the initial purchasers. Under the terms of that agreement, we agreed to use commercially reasonable efforts to consummate the exchange offer contemplated by this prospectus.

      If we are not able to effect the exchange offer contemplated by this prospectus, EMS L.P., the issuers and the subsidiary guarantors will use commercially reasonable efforts to file and cause to become effective a shelf registration statement relating to the resales of the outstanding notes. We must pay additional interest on the notes if we do not complete the exchange offer within 30 days after the date that the registration statement, of which this prospectus is a part, is declared effective or, if required, the shelf registration statement is not declared effective within 30 days after the date it is filed.

      The following is a brief summary of the terms of the exchange offer. For a more complete description of the exchange offer, see “The Exchange Offer.”

Securities Offered	$250,000,000 aggregate principal amount of 10% senior subordinated notes due 2015.
Exchange Offer	The exchange notes are being offered in exchange for a like principal amount of outstanding notes. We will accept any and all outstanding notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on                     , 2005. Holders may tender some or all of their outstanding notes pursuant to the exchange offer. However, outstanding notes may be tendered only in integral multiples of $1,000 in principal amount. The form and terms of the exchange notes are the same as the form and terms of the outstanding notes except that:
	• the exchange notes have been registered under the federal securities laws and will not bear any legend restricting their transfer;
	• the exchange notes will bear a different CUSIP number than the outstanding notes; and
	• the holders of the exchange notes will not be entitled to certain rights under the registration rights agreement, including the provisions for an increase in the interest rate on the outstanding notes in some circumstances relating to the timing of the exchange offer.
	See “The Exchange Offer.”
Resale of the Exchange Notes	Based on an interpretation by the staff of the Securities and Exchange Commission, or the SEC, set forth in no-action letters issued to third parties, we believe that the exchange notes issued in the exchange offer in exchange for outstanding notes may be offered for resale, resold and otherwise transferred by you without

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	compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:
	• you are acquiring the exchange notes in the ordinary course of your business,
	• you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in the distribution of exchange notes, and
	• you are not an “affiliate” of Emergency Medical Services within the meaning of Rule 405 of the Securities Act.
	Each participating broker-dealer that receives exchange notes for its own account during the exchange offer in exchange for outstanding notes that were acquired as a result of market-making or other trading activity must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. Prospectus delivery requirements are discussed in greater detail in the section captioned “Plan of Distribution.”
	Any holder of outstanding notes who:
	• is an affiliate of Emergency Medical Services,
	• does not acquire exchange notes in the ordinary course of its business, or
	• tenders in the exchange offer with the intention to participate, or for the purpose of participating, in a distribution of exchange notes,
	cannot rely on the position of the staff of the SEC enunciated in Exxon Capital Holdings Corporation, Morgan Stanley & Co. Incorporated or similar no-action letters and, in the absence of an exemption, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale of the exchange notes.
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on                     , 2005, unless we decide to extend the exchange offer. Any outstanding notes not accepted for exchange for any reason will be returned without expense to the tendering holders promptly after expiration or termination of the exchange offer.
Conditions to the Exchange Offer	The exchange offer is subject to certain customary conditions, some of which may be waived by us. See “The Exchange Offer — Conditions to the Exchange Offer.”
Procedures for Tendering Notes	If you wish to accept the exchange offer, you must complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal, in accordance with the instructions contained in this prospectus and in the letter of transmittal. You should then mail or otherwise deliver the letter of transmittal, or facsimile, together with the outstanding notes to be exchanged and any other required documentation, to the exchange agent at the address set forth in this prospectus and in the letter of transmittal. If you hold outstanding notes through the Depository Trust Company, or DTC, and wish to participate in the exchange offer, you must comply

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	with the Automated Tender Offer Program procedures of DTC, by which you will agree to be bound by the applicable letter of transmittal.
	By executing or agreeing to be bound by the letter of transmittal, you will represent to us that, among other things:
	• any exchange notes to be received by you will be acquired in the ordinary course of business,
	• you have no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of exchange notes in violation of the provisions of the Securities Act,
	• you are not an “affiliate” (within the meaning of Rule 405 under the Securities Act) of Emergency Medical Services or, if you are an affiliate, you will comply with any applicable registration and prospectus delivery requirements of the Securities Act, and
	• if you are a broker-dealer that will receive exchange notes for your own account in exchange for outstanding notes that were acquired as a result of market-making or other trading activities, then you will deliver a prospectus in connection with any resale of such exchange notes.
	See “The Exchange Offer — Procedures for Tendering” and “Plan of Distribution.”
Effect of Not Tendering	Any outstanding notes that are not tendered or that are tendered but not accepted will remain subject to the restrictions on transfer. Since the outstanding notes have not been registered under the federal securities laws, they bear a legend restricting their transfer absent registration or the availability of a specific exemption from registration. Upon the completion of the exchange offer, we will have no further obligations to register, and we do not currently anticipate that we will register, the outstanding notes under the Securities Act. See “The Exchange Offer — Effect of Not Tendering.”
Special Procedures for Beneficial Owners	If you are a beneficial owner of outstanding notes which are not registered in your name, and you wish to tender outstanding notes in the exchange offer, you should contact the registered holder promptly and instruct the registered holder to tender on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the applicable letter of transmittal and delivering your outstanding notes, either make appropriate arrangements to register ownership of the outstanding notes in your name or obtain a properly completed bond power from the registered holder.
Guaranteed Delivery Procedures	If you wish to tender your outstanding notes and your outstanding notes are not immediately available or you cannot deliver your outstanding notes, the applicable letter of transmittal or any other documents required by the applicable letter of transmittal or

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	comply with the applicable procedures under DTC’s Automated Tender Offer Program prior to the expiration date, you must tender your outstanding notes according to the guaranteed delivery procedures set forth in this prospectus under “The Exchange Offer — Guaranteed Delivery Procedures.”
Interest on the Notes and the Outstanding Notes	The exchange notes will bear interest from the most recent interest payment date to which interest has been paid on the outstanding notes. Interest on the outstanding notes accepted for exchange will cease to accrue upon the issuance of the exchange notes.
Withdrawal Rights	Tenders of outstanding notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.
U.S. Federal Income Tax Considerations	The exchange of outstanding notes for exchange notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes. Please read the section of this prospectus captioned “Material United States Federal Income Tax Considerations” for more information on tax considerations of the exchange offer.
Use of Proceeds	We will not receive any cash proceeds from the issuance of exchange notes in to the exchange offer.
Exchange Agent	U.S. Bank Trust National Association, the trustee under the indenture, is serving as exchange agent in connection with the exchange offer.

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Description of Exchange Notes

Issuers	AMR HoldCo, Inc. and EmCare HoldCo, Inc.
Notes Offered	$250,000,000 aggregate principal amount of senior subordinated notes due 2015.
Maturity Date	February 15, 2015.
Interest	10% per year on the principal amount, payable semi-annually in cash in arrears on February 15 and August 15 of each year, commencing August 15, 2005.
Guarantees	EMS L.P. and each of the issuers’ direct and indirect domestic restricted subsidiaries will jointly, severally and unconditionally guarantee the exchange notes on a senior subordinated basis.
Ranking	The exchange notes will be the issuers’ general unsecured senior subordinated obligations, will be subordinated in right of payment to the issuers’ existing and future senior debt, will be pari passu in right of payment with any of the issuers’ future senior subordinated debt and will be senior in right of payment to any of the issuers’ future subordinated debt.
	The guarantee of each guarantor will be that guarantor’s unsecured senior subordinated obligation, will be subordinated in right of payment to all of that guarantor’s existing and future senior debt, will be pari passu in right of payment with any of that guarantor’s future senior subordinated debt and will be senior in right of payment to any of that guarantor’s future subordinated debt. In addition, the exchange notes and the guarantees will effectively be subordinated to all of the issuers’ and the guarantors’ secured debt to the extent of the value of the assets securing the debt and structurally subordinated to all liabilities and commitments (including trade payables and lease obligations) of the issuers’ subsidiaries that are not guaranteeing the exchange notes.
	As of June 30, 2005, we had outstanding an aggregate of $605.9 million of debt. This debt includes $349.1 million of debt outstanding under our senior secured credit facility that ranks senior to the notes.
Optional Redemption	On or after February 15, 2010, we may redeem some or all of the notes at any time at the redemption prices described in “Description of Notes — Optional Redemption,” plus accrued and unpaid interest and liquidated damages, if any, to the redemption date.
	In addition, prior to February 15, 2008, on one or more occasions, we may redeem up to 35% of the aggregate principal amount of the notes at a purchase price equal to 110% of the aggregate principal amount of the notes, plus accrued and unpaid interest and liquidated damages, if any, to the redemption date, with the net proceeds of one or more equity offerings or contributions, provided, that at least 65% of the aggregate principal amount of notes originally issued under the indenture remains outstanding after the redemption. We do not expect to use any part of the net proceeds of our initial public offering to redeem notes. See “Description of Notes — Optional Redemption.”

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Mandatory Offer to Repurchase	If we sell certain assets or we experience specific kinds of changes of control, we must offer to repurchase the notes at the prices described in “Description of Notes — Repurchase at the Option of Holders.” Our ability to pay cash to holders of notes upon a repurchase may be limited by our then existing financial resources. See “Risk Factors — Risk Factors Related to the Notes — We may be unable to finance a change of control offer.”
Certain Covenants	The indenture contains covenants that limit, among other things, the issuers’ ability and the ability of their restricted subsidiaries to:
	• incur additional indebtedness and issue certain preferred stock;
	• pay dividends on their capital stock or repurchase their capital stock or subordinated debt;
	• make investments;
	• incur liens securing debt other than senior debt;
	• sell certain assets or merge with or into other companies; and
	• incur restrictions on the ability of their subsidiaries to make distributions or transfer assets to the issuers.
	These covenants are subject to important exceptions and qualifications, which are described in “Description of Notes — Certain Covenants.”
Absence of a Public Market	There is no public market for the exchange notes. We do not intend to apply for the exchange notes to be listed on any securities exchange or to arrange for any quotation system to quote them. If an active public market does not develop, the market price and liquidity of the exchange notes may be adversely affected.
Risk Factors	Investing in the notes involves risks. You should refer to the section entitled “Risk Factors” for a discussion of certain risks you should consider before deciding whether to invest in the notes.

      For more information about the exchange notes, see “Description of Notes.”

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Summary of Historical Combined, Consolidated and Pro Forma Consolidated Financial Information and Other Data

      The summary combined financial data of AMR and EmCare for the year ended August 31, 2002 (Predecessor — Pre-Laidlaw Bankruptcy), the nine months ended May 31, 2003 (Predecessor — Pre-Laidlaw Bankruptcy), and as of and for the three months ended August 31, 2003 (Predecessor — Post-Laidlaw Bankruptcy), the year ended August 31, 2004 (Predecessor — Post-Laidlaw Bankruptcy) and the five months ended January 31, 2005 (Predecessor — Post-Laidlaw Bankruptcy) are derived from our audited combined historical financial statements included in this prospectus. As a result of a correction to AMR’s method of calculating its accounts receivable allowances, we determined that the allowances were understated at various balance sheet dates. The audited combined financial statements included in this prospectus are restated to correct this error. There were no adjustments necessary to income subsequent to May 31, 2003.

      The summary combined historical financial data for the five months ended January 31, 2004 (Predecessor — Post-Laidlaw Bankruptcy) and the three months and five months ended June 30, 2004 (Predecessor — Post-Laidlaw Bankruptcy) are derived from the unaudited combined historical financial statements included in this prospectus. The summary consolidated financial data for the three months and five months ended June 30, 2005 (Successor) are derived from the unaudited consolidated historical financial statements included elsewhere in this prospectus. The interim financial statements include, in the opinion of management, all adjustments, consisting of normal accruals, necessary for a fair presentation of the information for those periods. The results of operations for the interim periods may not be indicative of results that may be expected for the full fiscal year.

      The summary pro forma consolidated financial information and other data for the year ended August 31, 2004, the five months ended January 31, 2005 and the five months ended June 30, 2005 reflect the acquisition of AMR and EmCare by Emergency Medical Services and the completion of this offering, and should be read in conjunction with our unaudited pro forma consolidated financial statements included elsewhere in this prospectus which, with respect to statement of operations data, give effect to the acquisition and this offering as if they occurred as of September 1, 2003, September 1, 2004 and February 1, 2005, respectively, and with respect to balance sheet data, give effect to this offering as if it occurred as of June 30, 2005. The unaudited pro forma consolidated financial information is presented for informational purposes only and does not purport to represent what our results of operations would have been if our acquisition of AMR and EmCare and this offering had occurred as of the dates indicated or what such results will be for future periods.

      Effective as of January 31, 2005, we acquired AMR and EmCare from Laidlaw and, in connection with the acquisition, we changed our fiscal year to December 31 from August 31. For all periods prior to the acquisition, the AMR and EmCare businesses formerly owned by Laidlaw are referred to as the “Predecessor.” For all periods from and subsequent to the acquisition, these businesses are referred to as the “Successor.” As a result of the acquisition, we include as a reporting period of the Predecessor our pre-acquisition period ended January 31, 2005.

      You should read the summary information in conjunction with “Selected Combined and Consolidated Financial Information and Other Data,” “Unaudited Pro Forma Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the combined and consolidated financial statements and related notes included in this prospectus.

12

	Predecessor (Pre-Acquisition)
	(Pre-Laidlaw
	Bankruptcy)																								Successor (Post-
	As Restated						(Post-Laidlaw Bankruptcy)																		Acquisition)						Unaudited Pro Forma
				Nine			Three												Three			Five			Three			Five						Five		Five
	Year			Months			Months			Year			Five Months Ended						Months			Months			Months			Months			Year			Months		Months
	Ended			Ended			Ended			Ended			January 31,						Ended			Ended			Ended			Ended			Ended			Ended		Ended
	August 31,			May 31,			August 31,			August 31,									June 30,			June 30,			June 30,			June 30,			August 31,			January 31,		June 30,
	2002			2003			2003			2004			2004			2005			2004			2004			2005			2005			2004			2005		2005
													(unaudited)
																			(unaudited)						(unaudited)
							(dollars in thousands)
Statement of Operations Data:
Net revenue	$	1,415,786		$	1,103,335		$	384,461		$	1,604,598		$	667,506		$	696,179		$	399,975		$	663,880		$	445,021		$	731,410		$	1,604,598		$	696,179	$	731,410
Compensation and benefits		960,590			757,183			264,604			1,117,890			461,923			481,305			280,364			464,610			307,308			502,998			1,117,890			481,305		502,998
Operating expenses		219,321			163,447			55,212			218,277			90,828			94,882			53,490			91,661			63,250			102,170			218,277			94,882		102,170
Insurance expense		66,479			69,576			34,671			80,255			40,393			39,002			22,865			36,865			22,427			39,334			80,255			39,002		39,334
Selling, general and administrative expenses		61,455			37,867			12,017			47,899			22,016			21,635			12,805			19,269			14,498			23,179			47,899			21,635		23,179
Laidlaw fees and compensation charges		5,400			4,050			1,350			15,449			6,436			19,857			3,862			6,436			—			—			15,449			19,857		—
Depreciation and amortization expenses		67,183			32,144			12,560			52,739			22,079			18,808			13,160			21,958			14,136			23,988			55,873			23,232		23,988
Impairment losses		262,780			—			—			—			—			—			—			—			—			—			—			—		—
Restructuring charges		3,777			1,288			1,449			2,115			—			—			—			1,381			—			—			2,115			—		—
Laidlaw reorganization charges		8,761			3,650			—			—			—			—			—			—			—			—			—			—		—
Income (loss) from operations		(239,960	)		34,130			2,598			69,974			23,831			20,690			13,429			21,700			23,402			39,741			66,840			16,266		39,741
Interest expense		(6,418	)		(4,691	)		(908	)		(9,961	)		(4,137	)		(5,644	)		(3,073	)		(3,541	)		(13,646	)		(21,584	)
Realized gain (loss) on investments		—			—			90			(1,140	)		—			—			—			(52	)		33			(6	)		(1,140	)		—		(6	)
Interest and other income		369			304			22			240			1,403			714			12			48			81			94			240					94
Fresh-start accounting adjustments(1)		—			46,416			—			—			—			—			—			—			—			—			—			—		—
Income (loss) before income taxes and cumulative change in accounting principle		(246,009	)		76,159			1,802			59,113			21,097			15,760			10,368			18,155			9,870			18,245
Income tax expense		(1,374	)		(829	)		(8,633	)		(21,764	)		(8,558	)		(6,278	)		(4,794	)		(7,831	)		(3,821	)		(7,178	)
Income (loss) before cumulative effect of a change in accounting principle		(247,383	)		75,330			(6,831	)		37,349			12,539			9,482			5,574			10,324			6,049			11,067
Cumulative effect of a change in accounting principle(2)		—			(223,721	)		—			—			—			—			—			—			—			—			—			—		—
Net income (loss)	$	(247,383	)	$	(148,391	)	$	(6,831	)	$	37,349		$	12,539		$	9,482		$	5,574		$	10,324		$	6,049		$	11,067		$			$		$

		Predecessor (Pre-Acquisition)
		(Pre-Laidlaw																					Successor
		Bankruptcy)																					(Post-
		As Restated						(Post-Laidlaw Bankruptcy)															Acquisition)
					Nine			Three												Five			Five
		Year			Months			Months			Year			Five Months Ended						Months			Months
		Ended			Ended			Ended			Ended			January 31,						Ended			Ended
		August 31,			May 31,			August 31,			August 31,									June 30,			June 30,
		2002			2003			2003			2004			2004			2005			2004			2005
														(unaudited)						(unaudited)			(unaudited)
								(dollars in thousands)
Other Financial Data:
Cash flow provided by (used in):
	Operating activities	$	156,544		$	58,769		$	30,009		$	127,679		$	17,483		$	15,966		$	81,269		$	94,703
	Investing activities		(57,347	)		(98,835	)		(15,136	)		(81,516	)		(11,767	)		(21,667	)		(24,121	)		(875,235	)
	Financing activities		(36,066	)		(8,060	)		(47,222	)		(47,328	)		(5,501	)		10,856			(54,043	)		797,266
Capital expenditures			57,438	(3)		34,768			18,079			42,787			14,225			14,045			17,387			20,052
EBITDA(4)		$	(172,777	)	$	66,274		$	15,158		$	122,713		$	45,910		$	39,498		$	43,658		$	63,729
EBITDA, as adjusted(4)																	$	59,355		$	51,475		$	64,146
Adjusted EBITDA(4)																	$
Ratio of earnings to fixed charges

	As of June 30, 2005
	Consolidated		Pro Forma
Balance Sheet Data:
Cash and cash equivalents	$	31,365	$	31,365
Total assets		1,223,552		1,223,552
Long-term debt and capital lease obligations, including current maturities		605,924
Partners’/ Stockholders’ equity	$	230,860	$

(1)	See note 1 to our combined financial statements with respect to our fresh-start financial reporting.
(2)	Reflects an impairment of goodwill recorded in connection with the adoption of SFAS No. 142.
(3)	Includes $26.3 million financed through capital leases.
(4)	EBITDA represents income (loss) from operations before depreciation and amortization expenses. Adjusted EBITDA represents EBITDA adjusted to remove the effect of the Laidlaw allocations of management fees and compensation charges, insurance expenses, rebates and reorganization costs and Onex management fees. Management routinely calculates EBITDA and uses it to allocate resources. Management believes that EBITDA is a useful measure to investors because it is commonly used as an analytical indicator within the healthcare industry to evaluate operational performance, leverage capacity and ability to service debt. Adjusted EBITDA is used as a measure for various financial covenants in our senior secured credit facility, and we use adjusted EBITDA as a measure for incentive compensation purposes. EBITDA and adjusted EBITDA should not be considered as a measure of financial performance under generally accepted accounting principles, or GAAP, and the items excluded from EBITDA and adjusted EBITDA are significant components in understanding and assessing financial performance. EBITDA and adjusted EBITDA should not be considered in isolation or as an alternative to net income, cash flows generated by operating, investing or financing activities or other financial statement data presented in the combined and consolidated financial statements as an indicator of financial performance or liquidity. EBITDA and adjusted EBITDA, as presented, may not be comparable to similarly titled measures of other companies.

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     The following table reconciles EBITDA to net income (loss):

		Predecessor (Pre-Acquisition)
		(Pre-Laidlaw
		Bankruptcy)																								Successor
		As Restated						(Post-Laidlaw Bankruptcy)																		(Post-Acquisition)						Unaudited Pro Forma
					Nine			Three												Three			Five			Three			Five						Five		Five
		Year			Months			Months			Year			Five Months Ended						Months			Months			Months			Months			Year			Months		Months
		Ended			Ended			Ended			Ended			January 31,						Ended			Ended			Ended			Ended			Ended			Ended		Ended
		August 31,			May 31,			August 31,			August 31,									June 30,			June 30,			June 30,			June 30,			August 31,			January 31,		June 30,
		2002			2003			2003			2004			2004			2005			2004			2004			2005			2005			2004			2005		2005
														(unaudited)						(unaudited)
																										(unaudited)
								(dollars in thousands)
Combined/ Consolidated Results:
EBITDA(a)		$	(172,777	)	$	66,274		$	15,158		$	122,713		$	45,910		$	39,498		$	26,589		$	43,658		$	37,538		$	63,729		$			$		$
Deduct:
	Depreciation and amortization expenses		(67,183	)		(32,144	)		(12,560	)		(52,739	)		(22,079	)		(18,808	)		(13,160	)		(21,958	)		(14,136	)		(23,988	)
Income (loss) from operations		$	(239,960	)	$	34,130		$	2,598		$	69,974		$	23,831		$	20,690		$	13,429		$	21,700		$	23,402		$	39,741		$			$		$
Interest expense			(6,418	)		(4,691	)		(908	)		(9,961	)		(4,137	)		(5,644	)		(3,073	)		(3,541	)		(13,646	)		(21,584	)
Realized gain (loss) on investments			—			—			90			(1,140	)		—			—			—			(52	)		33			(6	)		(1,140	)		—		(6	)
Interest and other income			369			304			22			240			1,403			714			12			48			81			94			240					94
Fresh-start accounting adjustments(1)			—			46,416			—			—			—			—			—			—			—			—			—			—		—
Income (loss) before income taxes and cumulative change in accounting principle			(246,009	)		76,159			1,802			59,113			21,097			15,760			10,368			18,155			9,870			18,245
Income tax expense			(1,374	)		(829	)		(8,633	)		(21,764	)		(8,558	)		(6,278	)		(4,794	)		(7,831	)		(3,821	)		(7,178	)
Income (loss) before cumulative effect of a change in accounting principle			(247,383	)		75,330			(6,831	)		37,349			12,539			9,482			5,574			10,324			6,049			11,067
Cumulative effect of a change in accounting principle(2)			—			(223,721	)		—			—			—			—			—			—			—			—			—			—		—
Net income (loss)		$	(247,383	)	$	(148,391	)	$	(6,831	)	$	37,349		$	12,539		$	9,482		$	5,574		$	10,324		$	6,049		$	11,067		$			$		$

(a) EBITDA for periods presented includes Laidlaw’s allocation to us of fees and compensation charges, insurance expenses and rebates and reorganization costs. Laidlaw’s allocations to us of fees and compensation charges and of reorganization costs are based on allocations among all of Laidlaw’s business units based on revenues, plus an additional amount allocated to us in respect of a one-time compensation expense related to the changes in the enterprise values of AMR and EmCare. Laidlaw’s allocation to us of insurance expense and rebates is based on an allocation of investment income of Laidlaw’s captive insurance subsidiary among all of Laidlaw’s business units based on revenues, and an allocation of claims among Laidlaw’s business units based on each business unit’s claims experience. We do not believe that Laidlaw’s allocation of these expenses and rebates are predictive of expenses and rebates we expect to incur as a stand-alone company in respect of management services or for comparable stand-alone insurance costs. Laidlaw’s allocation of these expenses and rebates for the historical periods presented were as follows:

		Predecessor (Pre-Acquisition)
		(Pre-Laidlaw
		Bankruptcy)					(Post-Laidlaw Bankruptcy)
					Nine		Three										Three		Five
		Year			Months		Months		Year			Five Months Ended					Months		Months
		Ended			Ended		Ended		Ended			January 31,					Ended		Ended
		August 31,			May 31,		August 31,		August 31,								June 30,		June 30,
		2002			2003		2003		2004			2004		2005			2004		2004
												(unaudited)
																	(unaudited)
		(dollars in thousands)
Laidlaw insurance expense (rebate)(A)		$	(8,094	)	$	3,058	$	11,522	$	(4,505	)	$	—	$	—		$	—	$	—
Laidlaw fees and compensation charges			5,400			4,050		1,350		15,449	(B)		6,436		19,857	(C)		3,862		6,436
Laidlaw reorganization costs			8,761			3,650		—		—			—		—			—		—
	Total Laidlaw allocated expense	$	6,067		$	10,758	$	12,872	$	10,944		$	6,436	$	19,857		$	3,862	$	6,436

(A)	Included in “Insurance expense” in our combined statements of operations.
(B)	Includes compensation charges of $4.1 million.
	We estimate that the costs we will incur in respect of management services and other costs as a stand-alone company will total approximately $4.0 million a year. See note (1) to the unaudited pro forma consolidated statement of operations for the five months ended January 31, 2005 and the year ended August 31, 2004 in “Unaudited Pro Forma Consolidated Financial Data.” We incurred $1.1 million of such costs in the five months ended June 30, 2005, excluding costs related to our acquisition of AMR and EmCare.
(C)	Includes compensation charges of $15.4 million.

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RISK FACTORS

      An investment in the notes involves a high degree of risk. You should carefully consider the factors described below in addition to the other information set forth in this prospectus before making an investment decision. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also materially and adversely affect our business operations. Any of the following risks could materially adversely affect our business, financial condition or results of operations and your investment in the notes. In such case, you may lose all or part of your original investment.

Risk Factors Related to the Exchange Offer

If you do not properly exchange your outstanding notes, you will continue to hold unregistered outstanding notes which will be subject to transfer restrictions.

      We will issue exchange notes in exchange for outstanding notes only after timely receipt by the exchange agent of your outstanding notes, together with all required documents, including a properly completed and signed letter of transmittal. Therefore, if you would like to tender your outstanding notes, please allow sufficient time to ensure timely delivery and carefully follow the instructions on how to tender your outstanding notes. We and the exchange agent are under no duty to give you notice of defects or irregularities with respect to your tender of the outstanding notes. If there are defects or irregularities with respect to your tender of outstanding notes, we will not accept your outstanding notes for exchange and you will continue to hold outstanding notes that are subject to the existing transfer restrictions. The exchange notes will not be subject to any transfer restrictions.

      We did not register the outstanding notes, nor do we intend to do so following the exchange offer. As a result, the outstanding notes may not be offered or sold unless registered under the Securities Act and applicable state securities laws, or pursuant to an exemption therefrom. If you do not exchange your outstanding notes, you will lose your right to have your outstanding notes registered under the Securities Act except in limited circumstances. Therefore, if you continue to hold outstanding notes after the exchange offer, you may be unable to sell your outstanding notes. The aggregate principal amount of the outstanding notes will be reduced to the extent outstanding notes are tendered and accepted in this exchange offer, which could adversely affect the trading market, if one were to develop, for your outstanding notes.

In some instances, you may be obligated to deliver a prospectus in connection with resales of the exchange notes.

      Based on certain no-action letters issued by the staff of the SEC, we believe that you may offer for resale, resell or otherwise transfer the exchange notes without compliance with the registration and prospectus delivery requirements of the Securities Act. However, in some instances described in this prospectus under “Plan of Distribution,” you will remain obligated to comply with the registration and prospectus delivery requirements of the Securities Act to transfer your exchange notes. For example, if you exchange your outstanding notes in the exchange offer for the purpose of participating in a distribution of the exchange notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. In these cases, if you transfer any exchange note without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your exchange notes under the Securities Act, you may incur liability under this act. We do not and will not assume, or indemnify you against, this liability.

If no active trading market for the exchange notes develops, you may not be able to resell your exchange notes at their fair market value or at all.

      The exchange notes are new securities for which there currently is no market. Accordingly, the development or liquidity of any market for the exchange notes is uncertain. If no active trading market develops, you may not be able to resell your exchange notes at their fair market value or at all. We do not

15

intend to apply for listing of the exchange notes on any securities exchange or for quotation through The Nasdaq National Market or any other quotation system.

      The liquidity of any market for the exchange notes will depend upon various factors, including:

•  the number of holders of the exchange notes,

•  the interest of securities dealers in making a market for the exchange notes,

•  the overall market for high-yield securities,

•  our financial performance or prospects, and

•  the prospects for companies in our industry generally.

      Accordingly, we cannot assure you that a market or liquidity will develop for the exchange notes.

      Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the exchange notes. We cannot assure you that the market for the exchange notes, if any, will not be subject to similar disruptions. Any such disruption may adversely affect you as a holder of the exchange notes.

Risk Factors Related to the Notes

Servicing our debt will require a significant amount of cash. Our ability to generate sufficient cash depends on numerous factors beyond our control, and we may be unable to generate sufficient cash flow to service our debt obligations, including making payments on the notes.

      Our business may not generate sufficient cash flow from operating activities. Our ability to make payments on and to refinance our debt, including the notes, and to fund planned capital expenditures will depend on our ability to generate cash in the future. To some extent, this is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. Lower net revenues, or higher provision for uncollectibles, generally will reduce our cash flow.

      We cannot assure you that our future cash flow from operations or borrowings under our senior secured credit facility will be sufficient to enable us to service our debt, including the notes, or to meet our other obligations and commitments. If we are unable to generate sufficient cash flow to service our debt and meet our other commitments, we will be required to adopt one or more alternatives, such as refinancing all or a portion of our debt, including the notes, selling material assets or operations or raising additional debt or equity capital. We cannot assure you that we could effect any of these actions on a timely basis, on commercially reasonable terms or at all, or that these actions would be sufficient to meet our capital requirements. In addition, the terms of our existing or future debt agreements, including the credit agreement governing our senior secured credit facility and the indenture governing the notes, may restrict us from effecting any of these alternatives.

      If we fail to make scheduled payments on our debt or otherwise fail to comply with our covenants, we will be in default and, as a result:

•  our debt holders could declare all outstanding principal and interest to be due and payable,

•  our secured debt lenders could terminate their commitments and commence foreclosure proceedings against our assets, and

•  we could be forced into bankruptcy or liquidation.

Our substantial debt could adversely affect our financial condition and prevent us from fulfilling our obligations under the notes.

      We have a substantial amount of debt. As of June 30, 2005, we had total debt of $605.9 million, including $349.1 million of borrowings under our senior secured credit facility, $250.0 million of the outstanding notes and $5.8 million of capital lease and other debt obligations, and we had $24.3 million of

16

letters of credit outstanding. In addition, subject to restrictions in the indenture governing the notes and the credit agreement governing our senior secured credit facility, we may incur additional debt.

      Our substantial debt could have important consequences to you, including the following:

•  it may be more difficult for us to satisfy our obligations, including debt service requirements under our outstanding debt, including the notes,

•  our ability to obtain additional financing for working capital, capital expenditures, debt service requirements or other general corporate purposes may be impaired,

•  we must use a substantial portion of our cash flow for payments on the notes and other debt, which will reduce the funds available to us for other purposes,

•  we are more vulnerable to economic downturns and adverse industry conditions and our flexibility to plan for, or react to, changes in our business or industry is more limited,

•  our ability to capitalize on business opportunities and to react to competitive pressures, as compared to our competitors, may be compromised due to our high level of debt, and

•  our ability to borrow additional funds or to refinance debt may be limited.

      Furthermore, all of our debt under our senior secured credit facility will bear interest at variable rates. If these rates were to increase significantly, our ability to borrow additional funds may be reduced and the risks related to our substantial debt would intensify. See “Description of Senior Secured Credit Facility.”

The indenture governing the notes and the credit agreement governing our senior secured credit facility impose significant operating and financial restrictions on us. If we fail to comply with any of these restrictions, our debt could be accelerated, and we may not be able to make payments on the notes.

      The indenture governing the notes and the credit agreement governing our senior secured credit facility impose significant operating and financial restrictions on the issuers and the guarantors. These restrictions may adversely affect our ability to finance future operations or capital needs or to engage in other business activities. Among other things, the agreements limit the ability of the issuers and the restricted subsidiaries to:

•  incur additional indebtedness and issue certain preferred stock,

•  pay dividends on their capital stock or repurchase their capital stock or subordinated debt,

•  repurchase or redeem their capital,

•  make investments,

•  incur liens,

•  make capital expenditures,

•  enter into transactions with their stockholders and affiliates,

•  sell certain assets or merge with or into other companies, and

•  incur restrictions on the ability of their subsidiaries to make distributions or transfer assets to the issuers.

      Our ability to comply with these covenants may be affected by events beyond our control, and any material deviations from our forecasts could require us to seek waivers or amendments of covenants, alternative sources of financing or reductions in expenditures. We cannot assure you that such waivers, amendments or alternative financings could be obtained, or, if obtained, would be on terms acceptable to us. In addition, the holders of the notes will have no control over any waivers or amendments with respect to any debt outstanding other than the notes governed by the indenture. We cannot assure you that, even if the holders of the notes agree to waive or amend the covenants contained in the indenture, the holders of our other debt will agree to do the same with respect to their debt instruments.

17

      In addition, the credit agreement governing our senior secured credit facility will require us to meet certain financial ratios and restrict our ability to make capital expenditures or prepay certain other debt. We may not be able to maintain these ratios, and the restrictions could limit our ability to plan for or react to market conditions or meet extraordinary capital needs or otherwise restrict corporate activities. See “Description of Senior Secured Credit Facility.”

      If a breach of any covenant or restriction contained in our financing agreements results in an event of default, those lenders could discontinue lending, accelerate the related debt (which could accelerate other debt) and declare all borrowings outstanding thereunder to be due and payable. In addition, the lenders could terminate any commitments they had made to supply us with additional funds. In the event of an acceleration of our debt, we may not have or be able to obtain sufficient funds to make any accelerated payments, including those on the notes.

Your right to receive payments on the notes is junior to our existing and future senior debt, and the existing and future senior debt of the guarantors, including borrowings under our senior secured credit facility.

      The notes and the guarantees will rank behind all of the issuers’ and the guarantors’ existing senior debt, including their obligations under the senior secured credit facility, and all of the issuers’ and the guarantors’ future senior debt. As a result, upon any distribution to the issuers’ or the guarantors’ creditors in a bankruptcy, liquidation, reorganization or similar proceeding involving the issuers or a guarantor or the issuers’ or their property, the holders of senior debt would be entitled to be paid in full before any payment could be made with respect to the notes or the guarantees. In these cases, the issuers and the guarantors may not have sufficient funds to pay all of their creditors, and holders of notes may receive less, ratably, than holders of the senior debt of the issuers and the guarantors.

      In the event of a bankruptcy, liquidation, reorganization or similar proceeding relating to the issuers or the guarantors or the issuers’ or their property, holders of the notes would participate with trade creditors and all other holders of the issuers’ and the guarantors’ unsubordinated obligations. Because the indenture governing the notes will require that amounts otherwise payable to holders of the notes in a bankruptcy or similar proceeding be paid to holders of senior debt instead, holders of the notes may receive less, ratably, than holders of unsubordinated obligations, including trade payables.

      In addition, all payments on the notes and the guarantees will be blocked in the event of a payment default on designated senior debt, including debt under our senior secured credit facility, and may be blocked for up to 179 of 360 consecutive days in the event of certain non-payment defaults on designated senior debt. See “Description of Notes — Subordination.”

      At June 30, 2005, the notes and the guarantees were subordinated to $349.1 million of senior debt and up to $75.7 million of additional senior debt would have been available to us for borrowing under our senior secured credit facility. In addition, we may incur certain amounts of additional debt, including senior debt, in the future as permitted by the indenture governing the notes and the credit agreement governing our senior secured credit facility. See “Description of Senior Secured Credit Facility” and “Description of Notes.”

Despite our current levels of debt, we may still incur substantially more debt and increase the risks associated with our substantial leverage.

      At June 30, 2005, we had up to $75.7 million available to us for additional borrowings under our senior secured credit facility. Any amount borrowed under our senior secured credit facility will be secured and senior to the notes. We may also be able to incur substantial additional debt in the future. The terms of the indenture governing the notes and the credit agreement governing our senior secured credit facility will not fully prohibit us from doing so. If we incur any additional debt that ranks equally with the notes, the holders of that debt will be entitled to share ratably with the holders of the notes in any proceeds distributed in connection with any bankruptcy, liquidation, reorganization or similar proceeding. If new debt is added to our current debt levels, the related risks that we now face could intensify. See “Description of Senior Secured Credit Facility.”

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Your right to receive payments on the notes could be adversely affected if our non-guarantor subsidiary declares bankruptcy, liquidates or reorganizes.

      On the issue date of the notes, all of our domestic subsidiaries guaranteed the notes. However, in the future a domestic subsidiary may be released from its guarantee of the notes under certain circumstances, and a newly formed domestic subsidiary may not be required to guarantee the notes if it has not guaranteed the debt under our senior secured credit facility or incurred any other debt, other than certain permitted debt. In addition, our foreign subsidiaries will not guarantee the notes. The notes will be structurally subordinated to any existing and future preferred stock, debt and other liabilities of any of our subsidiaries that do not guarantee the notes. This is true even if such obligations do not constitute senior debt. In the event of a bankruptcy, liquidation, reorganization or similar proceeding of one of our non-guarantor subsidiaries, holders of a non-guarantor subsidiary’s debt and trade creditors will generally be entitled to payment of their claims from the assets of that subsidiary before any assets are made available for distribution to us.

      Our only existing foreign subsidiary is EMCA, our wholly-owned self-insurance captive company domiciled in the Cayman Islands. The notes effectively will be junior to all EMCA liabilities. EMCA did not generate any of our combined net revenue in the twelve months ended June 30, 2005 and, at June 30, 2005, had approximately $68.0 million of liabilities and held $76.8 million, or 6.3%, of our consolidated assets.

We may be unable to finance a change of control offer.

      If certain change of control events occur, we will be required to make an offer to purchase the notes for cash at 101% of their principal amount, plus accrued and unpaid interest and special interest (as defined in the indenture), if any. However, we cannot assure you that we will have the financial resources necessary to purchase the notes upon a change of control or that we will have the ability to obtain the necessary funds on satisfactory terms, if at all. A change of control would result in an event of default under our senior secured credit facility and may result in a default under other debt we may incur in the future. Our senior secured credit facility prohibits the purchase of notes prior to repayment of the borrowings under our senior secured credit facility and any exercise by the holders of the notes of their right to require us to repurchase the notes will cause an event of default under our senior secured credit facility. In addition, certain important corporate events, such as leveraged recapitalizations that would increase the level of our debt, would not constitute a “change of control” under the indenture. See “Description of Notes — Repurchase at the Option of Holders — Change of Control.”

Federal and state laws permit courts to void guarantees under certain circumstances and would require you to return payments received from guarantors in specific circumstances.

      Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee could be voided, or claims in respect of a guarantee could be subordinated to all other debts of a guarantor, if, among other things, the guarantor, at the time it incurred the debt evidenced by its guarantee, received less than reasonably equivalent value or fair consideration for the issuance of such guarantee and:

•  was insolvent or rendered insolvent by reason of such incurrence,

•  was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital, or

•  intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

      In addition, any payment by that guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of the guarantor.

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      The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

•  the sum of its debts, including contingent liabilities, were greater than the fair saleable value of all of its assets,

•  the present fair saleable value of its assets were less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature, or

•  it could not pay its debts as they become due.

      On the basis of historical information, recent operating history and other factors, we believe that each guarantor, after giving effect to its guarantee of these notes and the obligations under our senior secured credit facility, was not insolvent, did not have unreasonably small capital for the business in which it was engaged and had not incurred debts beyond its ability to pay such debts as they mature. We cannot assure you, however, as to what standard a court would apply in making such determinations or that a court would agree with our conclusions in this regard.

Risk Factors Related to Our Business

We could be subject to lawsuits for which we are not fully reserved.

      In recent years, physicians, hospitals and other participants in the healthcare industry have become subject to an increasing number of lawsuits alleging medical malpractice and related legal theories such as negligent hiring, supervision and credentialing. Similarly, ambulance transport services may result in lawsuits concerning vehicle collisions and personal injuries, patient care incidents and employee job-related injuries. Some of these lawsuits may involve large claim amounts and substantial defense costs.

      EmCare procures professional liability insurance coverage for most of its affiliated medical professionals and professional and corporate entities. Beginning January 1, 2002, this insurance coverage has been provided by affiliates of CNA Insurance Company, which then reinsure the entire program, primarily through EmCare’s wholly-owned subsidiary, EMCA Insurance Company, Ltd., or EMCA. Workers compensation coverage for EmCare’s employees and applicable affiliated medical professionals is provided under a similar structure for the period. From September 1, 2004 to the closing date of our acquisition of AMR and EmCare, AMR obtained insurance coverage for losses with respect to workers compensation, auto and general liability claims through Laidlaw’s captive insurance company. AMR currently has a self-insurance program fronted by an unrelated third party. AMR retains the risk of loss under this coverage. Under these insurance programs, we establish reserves, using actuarial estimates, for all losses covered under the policies. Moreover, in the normal course of our business, we are involved in lawsuits, claims, audits and investigations, including those arising out of our billing and marketing practices, employment disputes, contractual claims and other business disputes for which we may have no insurance coverage, and which are not subject to actuarial estimates. The outcome of these matters could have a material effect on our results of operations in the period when we identify the matter, and the ultimate outcome could have a material adverse effect on our financial position or results of operations.

      Our liability to pay for EmCare’s insurance program losses is collateralized by funds held through EMCA and, to the extent these losses exceed the collateral and assets of EMCA or the limits of our insurance policies, will have to be funded by us. Should our AMR losses with respect to such claims exceed the collateral held by Laidlaw in connection with our self-insurance program or the limits of our insurance policies, we will have to fund such amounts. See “Business — American Medical Response — Insurance” and “— EmCare — Insurance.”

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The reserves we establish with respect to our losses covered under our insurance programs are subject to inherent uncertainties.

      In connection with our insurance programs, we establish reserves for losses and related expenses, which represent estimates involving actuarial and statistical projections, at a given point in time, of our expectations of the ultimate resolution and administration costs of losses we have incurred in respect of our liability risks. Insurance reserves inherently are subject to uncertainty. Our reserves are based on historical claims, demographic factors, industry trends, severity and exposure factors and other actuarial assumptions calculated by an independent actuary firm. The independent actuary firm performs studies of projected ultimate losses on an annual basis and provides quarterly updates to those projections. We use these actuarial estimates to determine appropriate reserves. Our reserves could be significantly affected if current and future occurrences differ from historical claim trends and expectations. While we monitor claims closely when we estimate reserves, the complexity of the claims and the wide range of potential outcomes may hamper timely adjustments to the assumptions we use in these estimates. Actual losses and related expenses may deviate, individually and in the aggregate, from the reserve estimates reflected in our financial statements. If we determine that our estimated reserves are inadequate, we will be required to increase reserves at the time of the determination, which would result in a reduction in our net income in the period in which the deficiency is determined. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies — Claims Liability and Professional Liability Reserves” and note 12 of the notes to our combined financial statements included elsewhere in this prospectus.

Insurance coverage for some of our losses may be inadequate and may be subject to the credit risk of commercial insurance companies.

      Some of our insurance coverage, for periods prior to the initiation of our self-insurance programs as well as portions of our current insurance coverage, is through various third party insurers. To the extent we hold policies to cover certain groups of claims, but either did not obtain sufficient insurance limits, did not buy an extended reporting period policy, where applicable, or the issuing insurance company is no longer viable, we may be responsible for losses attributable to such claims. Furthermore, for our losses that are insured or reinsured through commercial insurance companies, we are subject to the “credit risk” of those insurance companies. While we believe our commercial insurance company providers currently are creditworthy, there can be no assurance that such insurance companies will remain so in the future.

We are subject to decreases in our revenue and profit margin under our fee-for-service contracts, where we bear the risk of changes in volume, payor mix and third party reimbursement rates.

      In our fee-for-service arrangements, which generated approximately 84% of our fiscal 2004 net revenue, we, or our affiliated physicians, collect the fees for transports and physician services. Under these arrangements, we assume the financial risks related to changes in the mix of insured and uninsured patients and patients covered by government-sponsored healthcare programs, third party reimbursement rates and transports and patient volume. Our revenue decreases if our volume or reimbursement decreases, but our expenses do not decrease proportionately. See “— Risk Factors Related to Healthcare Regulation — Changes in the rates or methods of third party reimbursements may adversely affect our revenue and operations.” In addition, fee-for-service contracts have less favorable cash flow characteristics in the start-up phase than traditional flat-rate contracts due to longer collection periods.

      We collect a smaller portion of our fees for services rendered to uninsured patients than for services rendered to insured patients. Our credit risk related to services provided to uninsured individuals is exacerbated because the law requires communities to provide 911 emergency response services and hospital emergency departments to treat all patients presenting to the emergency department seeking care for an emergency medical condition regardless of their ability to pay. We also believe uninsured patients are more likely to seek care at hospital emergency departments because they frequently do not have a primary care physician with whom to consult.

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We may not be able to successfully recruit and retain physicians and other healthcare professionals with the qualifications and attributes desired by us and our customers.

      Our ability to recruit and retain affiliated physicians and other healthcare professionals significantly affects our performance under our contracts. In the recent past, our customer hospitals have increasingly demanded a greater degree of specialized skills, training and experience in the healthcare professionals providing services under their contracts with us. This decreases the number of healthcare professionals who may be permitted to staff our contracts. Moreover, because of the scope of the geographic and demographic diversity of the hospitals and other facilities with which we contract, we must recruit healthcare professionals, and particularly physicians, to staff a broad spectrum of contracts. We have had difficulty in the past recruiting physicians to staff contracts in some regions of the country and at some less economically advantaged hospitals. Moreover, we compete with other entities to recruit and retain qualified physicians and other healthcare professionals to deliver clinical services. Our future success in retaining and winning new hospital contracts depends on our ability to recruit and retain healthcare professionals to maintain and expand our operations.

Our non-compete agreements and other restrictive covenants involving physicians may not be enforceable.

      We have contracts with physicians and professional corporations in many states. Some of these contracts, as well as our contracts with hospitals, include provisions preventing these physicians and professional corporations from competing with us both during and after the term of our relationship with them. The law governing non-compete agreements and other forms of restrictive covenants varies from state to state. Some states are reluctant to strictly enforce non-compete agreements and restrictive covenants applicable to physicians. There can be no assurance that our non-compete agreements related to affiliated physicians and professional corporations will not be successfully challenged as unenforceable in certain states. In such event, we would be unable to prevent former affiliated physicians and professional corporations from competing with us, potentially resulting in the loss of some of our hospital contracts.

We are required to make significant capital expenditures for our ambulance services business in order to remain competitive.

      Our capital expenditure requirements primarily relate to maintaining and upgrading our vehicle fleet and medical equipment to serve our customers and remain competitive. The aging of our vehicle fleet requires us to make regular capital expenditures to maintain our current level of service. Our capital expenditures totaled $42.8 million and $52.8 million in fiscal 2004 and fiscal 2003, respectively. In addition, changing competitive conditions or the emergence of any significant advances in medical technology could require us to invest significant capital in additional equipment or capacity in order to remain competitive. If we are unable to fund any such investment or otherwise fail to invest in new vehicles or medical equipment, our business, financial condition or results of operations could be materially and adversely affected.

We depend on our senior management and may not be able to retain those employees or recruit additional qualified personnel.

      We depend on our senior management. The loss of services of any of the members of our senior management could adversely affect our business until a suitable replacement can be found. There may be a limited number of persons with the requisite skills to serve in these positions, and we cannot assure you that we would be able to identify or employ such qualified personnel on acceptable terms.

We must perform on our own services that Laidlaw previously performed for us, and we are subject to financial reporting and other requirements for which our accounting and other management systems and resources may not be adequate.

      Laidlaw historically has provided various services to AMR and EmCare, including income tax accounting, preparation of tax returns, certain risk management, compliance and insurance coverage services, cash management, certain benefit plan administration and internal audit. Moreover, as subsidiaries of a public

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company, AMR and EmCare have not themselves been subject to the reporting and other requirements of the Securities Exchange Act of 1934, or the Exchange Act. In connection with this offering, we will become subject to reporting and other obligations under the Exchange Act. We are working with our independent legal, accounting and financial advisors to identify those areas in which changes should be made to our financial and management control systems to manage our growth and our obligations as a public company. These areas include corporate governance, corporate control, internal audit, disclosure controls and procedures and financial reporting and accounting systems. These reporting and other obligations will, together with the impact of performing services previously provided to us by Laidlaw, place significant demands on our management, administrative and operational resources, including accounting resources.

      We anticipate that we will need to hire additional tax, accounting and finance staff. We are reviewing the adequacy of our systems, financial and management controls, and reporting systems and procedures, and we intend to make any necessary changes. We believe these replacement services will result in total annual stand-alone selling, general and administrative, compensation and benefits and insurance expense of approximately $4.0 million in fiscal 2005, including a management fee we will pay to an affiliate of Onex Corporation. We believe this represents our full incremental stand-alone expense, and compares to the pre-acquisition fees and compensation charges of $15.4 million we paid Laidlaw in fiscal 2004 and $19.9 million for the five months ended January 31, 2005. We cannot assure you that our estimate is accurate or that our separation from Laidlaw will progress smoothly, either of which could adversely impact our results. Although we have not fully implemented our replacement services, our costs for these services (including the Onex management fee but excluding costs related to our acquisition of AMR and EmCare) totaled $1.1 million in the five months ended June 30, 2005. Moreover, our stand-alone expenses may increase. If we are unable to upgrade our financial and management controls, reporting systems and procedures in a timely and effective fashion, we may not be able to satisfy our obligations as a public company on a timely basis.

Our revenue would be adversely affected if we lose existing contracts.

      A significant portion of our growth historically has resulted from increases in the number of emergency and non-emergency transports, and the number of patient visits and fees for services, we provide under existing contracts and the addition of new contracts. Substantially all of our fiscal 2004 net revenue was generated under contracts, including exclusive contracts that accounted for approximately 86% of our fiscal 2004 net revenue. Our contracts with hospitals generally have terms of three years and the term of our contracts with communities to provide 911 services generally ranges from three to five years. Most of our contracts are terminable by either of the parties upon notice of as little as 30 days. Any of our contracts may not be renewed or, if renewed, may contain terms that are not as favorable to us as our current contracts. We cannot assure you that we will be successful in retaining our existing contracts or that any loss of contracts would not have a material adverse effect on our business, financial condition and results of operations.

We may not accurately assess the costs we will incur under new contracts.

      Our new contracts increasingly involve a competitive bidding process. When we obtain new contracts, we must accurately assess the costs we will incur in providing services in order to realize adequate profit margins and otherwise meet our financial and strategic objectives. Increasing pressures from healthcare payors to restrict or reduce reimbursement rates at a time when the costs of providing medical services continue to increase make assessing the costs associated with the pricing of new contracts, as well as maintenance of existing contracts, more difficult. In addition, integrating new contracts, particularly those in new geographic locations, could prove more costly, and could require more management time, than we anticipate. Our failure to accurately predict costs or to negotiate an adequate profit margin could have a material adverse effect on our business, financial condition and results of operations.

The high level of competition in our segments of the market for emergency medical services could adversely affect our contract and revenue base.

      AMR. The market for providing ambulance transport services to municipalities, other healthcare providers and third party payors is highly competitive. In providing ambulance transport services, we compete

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with governmental entities (including cities and fire districts), hospitals, local and volunteer private providers, and with several large national and regional providers, such as Rural/ Metro Corporation, Southwest Ambulance and Acadian Ambulance. In many communities, our most important competitors are the local fire departments, which in many cases have acted traditionally as the first response providers during emergencies, and have been able to expand their scope of services to include emergency ambulance transport and do not wish to give up their franchises to a private competitor.

      EmCare. The market for providing outsourced physician staffing and related management services to hospitals and clinics is highly competitive. Such competition could adversely affect our ability to obtain new contracts, retain existing contracts and increase or maintain profit margins. We compete with both national and regional enterprises such as Team Health, Sterling Healthcare, The Schumacher Group and National Emergency Services Healthcare Group, some of which may have greater financial and other resources available to them, greater access to physicians and/or greater access to potential customers. We also compete against local physician groups and self-operated hospital emergency departments for satisfying staffing and scheduling needs.

Our business depends on numerous complex information systems, and any failure to successfully maintain these systems or implement new systems could materially harm our operations.

      We had 3.7 million transports and 5.3 million patient visits in fiscal 2004. We depend on complex, integrated information systems and standardized procedures for operational and financial information and our billing operations. We may not have the necessary resources to enhance existing information systems or implement new systems where necessary to handle our volume and changing needs. Furthermore, we may experience unanticipated delays, complications and expenses in implementing, integrating and operating our systems, including the integration of our AMR and EmCare systems. Any interruptions in operations during periods of implementation would adversely affect our ability to properly allocate resources and process billing information in a timely manner, which could result in customer dissatisfaction and delayed cash flow. We also use the development and implementation of sophisticated and specialized technology to differentiate our services from our competitors and improve our profitability. The failure to successfully implement and maintain operational, financial and billing information systems could have an adverse effect on our ability to obtain new business, retain existing business and maintain or increase our profit margins.

If we fail to implement our business strategy, our financial performance and our growth could be materially and adversely affected.

      Our future financial performance and success are dependent in large part upon our ability to implement our business strategy successfully. Our business strategy envisions several initiatives, including increasing revenue from existing customers, growing our customer base, pursuing select acquisitions, implementing cost rationalization initiatives, focusing on risk mitigation and utilizing technology to differentiate our services and improve profitability. We may not be able to implement our business strategy successfully or achieve the anticipated benefits of our business plan. If we are unable to do so, our long-term growth and profitability may be adversely affected. Even if we are able to implement some or all of the initiatives of our business plan successfully, our operating results may not improve to the extent we anticipate, or at all.

      Implementation of our business strategy could also be affected by a number of factors beyond our control, such as increased competition, legal developments, government regulation, general economic conditions or increased operating costs or expenses. In addition, to the extent we have misjudged the nature and extent of industry trends or our competition, we may have difficulty in achieving our strategic objectives. Any failure to implement our business strategy successfully may adversely affect our business, financial condition and results of operations and thus our ability to service our debt. In addition, we may decide to alter or discontinue certain aspects of our business strategy at any time.

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Our ability to obtain adequate bonding coverage, and therefore maintain existing contracts and successfully bid on new ones, could be adversely affected by our high leverage.

      Our emergency ambulance transport service business is highly dependent on our ability to obtain performance bond coverage sufficient to meet bid requirements imposed by existing and potential customers. In connection with the acquisition, Laidlaw has agreed to provide to us any cash collateral required to support the performance bonds in effect at the closing, and for a three-year period to pay any bond premiums in excess of rates in effect at the time of closing. We cannot assure you that we will have access to adequate bonding capacity to meet new contract requirements, or to obtain substitute performance bonds for existing bonds at the end of the three-year period, or that such bonding will be available on terms acceptable to us. If adequate bonding is not available, or if the terms of the bonding are too onerous, there would be a material adverse effect on our business, financial condition and results of operations.

A successful challenge by tax authorities to our treatment of certain physicians as independent contractors could require us to pay past taxes and penalties.

      As of June 30, 2005, we contracted with approximately 1,115 physicians as independent contractors to fulfill our contractual obligations to customers. Because we treat them as independent contractors rather than as employees, we do not (i) withhold federal or state income or other employment related taxes from the compensation that we pay to them, (ii) make federal or state unemployment tax or Federal Insurance Contributions Act payments (except as described below), (iii) provide workers compensation insurance with respect to such affiliated physicians (except in states that require us to do so even for independent contractors), or (iv) allow them to participate in benefits and retirement programs available to employed physicians. Our contracts with our independent contractor physicians obligate these physicians to pay these taxes and other costs. Whether these physicians are properly classified as independent contractors depends upon the facts and circumstances of our relationship with them. It is possible that the nature of our relationship with these physicians would support a challenge to our classification of them. If such a challenge by federal or state taxing authorities were successful, and the physicians at issue were instead treated as employees, we could be adversely affected and liable for past taxes and penalties to the extent that the physicians did not fulfill their contractual obligations to pay those taxes. Under current federal tax law, however, even if our treatment were successfully challenged, if our current treatment were found to be consistent with a long-standing practice of a significant segment of our industry and we meet certain other requirements, it is possible (but not certain) that our treatment of the physicians would qualify under a “safe harbor” and, consequently, we would be protected from the imposition of past taxes and penalties. In the recent past, however, there have been proposals to eliminate the safe harbor and similar proposals could be made in the future.

We may make acquisitions which could divert the attention of management and which may not be integrated successfully into our existing business.

      We may pursue acquisitions to increase our market penetration, enter new geographic markets and expand the scope of services we provide. We cannot assure you that we will identify suitable acquisition candidates, that acquisitions will be completed on acceptable terms or that we will be able to integrate successfully the operations of any acquired business into our existing business. The acquisitions could be of significant size and involve operations in multiple jurisdictions. The acquisition and integration of another business would divert management attention from other business activities. This diversion, together with other difficulties we may incur in integrating an acquired business, could have a material adverse effect on our business, financial condition and results of operations. In addition, we may borrow money or issue capital stock to finance acquisitions. Such borrowings might not be available on terms as favorable to us as our current borrowing terms and may increase our leverage, and the issuance of capital stock could dilute the interests of our stockholders.

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If Laidlaw is unwilling or unable to satisfy any indemnification claims made by us pursuant to the purchase agreements relating to the acquisition of AMR and EmCare, we will be forced to satisfy such claims ourselves.

      Laidlaw has agreed to indemnify us for certain claims or legal actions brought against us arising out of the operations of AMR and EmCare prior to the closing date of the acquisition. If we make a claim against Laidlaw, and Laidlaw is unwilling or unable to satisfy such claim, we would be required to satisfy the claim ourselves and, as a result, our financial condition may be adversely affected.

Many of our employees are represented by labor unions and any work stoppage could adversely affect our business.

      Approximately 48% of AMR’s employees are represented by 41 collective bargaining agreements with 40 different union locals. Twelve of these collective bargaining agreements, representing approximately 1,850 employees, are subject to renegotiation in 2005 and 14 agreements, representing approximately 4,000 employees, are subject to renegotiation in 2006. Although we believe our relations with our employees are good, we cannot assure you that we will be able to negotiate a satisfactory renewal of these collective bargaining agreements or that our employee relations will remain stable.

The interests of our controlling stockholders may conflict with your interests.

      Onex Partners LP and other entities affiliated with Onex Corporation, which we refer to together as the Onex entities, control      % of our combined voting power. Accordingly, the Onex entities will exercise a controlling influence over our business affairs. The Onex entities could cause corporate actions to be taken even if the interests of these entities conflict with the interests of the holders of our notes. In addition, Onex may have an interest in pursuing acquisitions, divestitures or other transactions that, in its judgment, could enhance its equity investment, even though such transactions might involve risks to holders of the notes. See “Principal Stockholders.”

Risk Factors Related to Healthcare Regulation

We conduct business in a heavily regulated industry and if we fail to comply with these laws and government regulations, we could incur penalties or be required to make significant changes to our operations.

      The healthcare industry is heavily regulated and closely scrutinized by federal, state and local governments. Comprehensive statutes and regulations govern the manner in which we provide and bill for services, our contractual relationships with our physicians and customers, our marketing activities and other aspects of our operations. Failure to comply with these laws can result in civil and criminal penalties such as fines, damages and exclusion from the Medicare and Medicaid programs. The risk of our being found in violation of these laws and regulations is increased by the fact that many of them have not been fully interpreted by the regulatory authorities or the courts, and their provisions are sometimes open to a variety of interpretations. Any action against us for violation of these laws or regulations, even if we successfully defend against it, could cause us to incur significant legal expenses and divert our management’s attention from the operation of our business.

      Although they may not have the force of law, we, our practitioners and our customers are also subject to ethical guidelines and operating standards of professional and trade associations and private accreditation agencies such as the American Medical Association, the Joint Commission on Accreditation of Healthcare Organizations and the Commission on Accreditation of Ambulance Services. Compliance with these guidelines and standards is often required by our contracts with our customers or to maintain our reputation.

      In addition, laws, regulations and standards governing the provision of healthcare services may change significantly in the future. We monitor these developments and modify our operations from time to time where we perceive a need to do so in response to regulatory changes. However, we cannot assure you that any new healthcare laws, regulations or standards will not materially adversely affect our business. We cannot assure you that a review of our business by judicial, law enforcement, regulatory or accreditation authorities will not result in a determination that could adversely affect our operations or that healthcare regulations or

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standards will not change in a way that may have a material adverse effect on our business, financial condition or results of operations.

We are subject to comprehensive and complex laws and rules that govern the manner in which we bill and are paid for our services by third party payors, and the failure to comply with these rules, or allegations that we have failed to do so, can result in civil or criminal sanctions, including exclusion from federal and state healthcare programs.

      Like most healthcare providers, the majority of our services are paid for by private and governmental third party payors, such as Medicare and Medicaid. These third party payors typically have differing and complex billing and documentation requirements that we must meet in order to receive payment for our services. Reimbursement to us is typically conditioned on our providing the correct procedure and diagnostic codes and properly documenting the services themselves, including the level of service provided, the medical necessity for the services, and the identity of the practitioner who provided the service.

      We must also comply with numerous other laws applicable to our documentation and the claims we submit for payment, including but not limited to (1) “coordination of benefits” rules that dictate which payor we must bill first when a patient has potential coverage from multiple payors; (2) requirements that we obtain the signature of the patient or patient representative, when possible, or document why we are unable to do so, prior to submitting a claim; (3) requirements that we make repayment to any payor which pays us more than the amount to which we are entitled; (4) requirements that we bill a hospital or nursing home, rather than Medicare, for certain ambulance transports provided to Medicare patients of such facilities; (5) “reassignment” rules governing our ability to bill and collect professional fees on behalf of our physicians; (6) requirements that our electronic claims for payment be submitted using certain standardized transaction codes and formats; and (7) laws requiring us to handle all health and financial information of our patients in a manner that complies with specified security and privacy standards. See “Business — Regulatory Matters — Medicare, Medicaid and Other Government Program Reimbursement.”

      Governmental and private third party payors and other enforcement agencies carefully audit and monitor our compliance with these and other applicable rules, and in some cases in the past have found that we were not in compliance. We have received in the past, and expect to receive in the future, repayment demands from third party payors based on allegations that our services were not medically necessary, were billed at an improper level, or otherwise violated applicable billing requirements. Our failure to comply with the billing and other rules applicable to us could result in non-payment for services rendered or refunds of amounts previously paid for such services. In addition, non-compliance with these rules may cause us to incur civil and criminal penalties, including exclusion from government healthcare programs such as Medicare and Medicaid, under a number of state and federal laws. These laws include, but are not limited to:

•  federal and state laws that prohibit providers from billing and receiving payment from Medicare, Medicaid and other government programs for services unless the services are medically necessary, adequately and accurately documented, and billed using codes that accurately reflect the type and level of services rendered;

•  the federal False Claims Act and similar state statutes that prohibit entities and individuals from knowingly or recklessly making claims to Medicare, Medicaid and other government programs, as well as third party payors, that contain false or fraudulent information;

•  provisions of the Health Insurance Portability and Accountability Act of 1996 that prohibit knowingly and willfully executing a scheme or artifice to defraud any healthcare benefit program or falsifying, concealing or covering up a material fact or making any material false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services;

•  provisions of the Health Insurance Portability and Accountability Act of 1996 that impose civil and criminal penalties for failing to comply with certain privacy and security standards applicable to “protected health information,” as defined, and for failing to use specified codes and transaction formats when billing for services; and

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•  a provision of the Social Security Act that imposes criminal penalties on healthcare providers who fail to disclose or refund known overpayments.

      If our operations are found to be in violation of these or any of the other laws which govern our activities, any resulting penalties, damages, fines or other sanctions could adversely affect our ability to operate our business and our financial results. See “Business — Regulatory Matters — Federal False Claims Act” and “— Other Healthcare Fraud and Abuse Laws.”

Changes in the rates or methods of third party reimbursements may adversely affect our revenue and operations.

      We derive a majority of our revenue from direct billings to patients and third party payors such as Medicare, Medicaid and private health insurance companies. As a result, any changes in the rates or methods of reimbursement for the services we provide could have a significant adverse impact on our revenue and financial results.

      Government funding for healthcare programs is subject to statutory and regulatory changes, administrative rulings, interpretations of policy and determinations by intermediaries and governmental funding restrictions, all of which could materially impact program coverage and reimbursements for both ambulance and physician services. In recent years, Congress has consistently attempted to curb spending on Medicare, Medicaid and other programs funded in whole or part by the federal government. State and local governments have also attempted to curb spending on those programs for which they are wholly or partly responsible. This has resulted in cost containment measures such as the imposition of new fee schedules that have lowered reimbursement for some of our services and restricted the rate of increase for others, and new utilization controls that limit coverage of our services. For example, we estimate that the impact of a national fee schedule promulgated in 2002, as modified by subsequent legislation, resulted in a decrease in AMR’s net revenue for fiscal 2003 and fiscal 2004 of approximately $20 million and $11 million, respectively, will result in an increase in AMR’s net revenue of approximately $13 million in calendar 2005, and will result in a decrease in AMR’s net revenue of approximately $17 million in 2006 and continuing decreases thereafter to 2010. We currently expect that the Medicare fee schedule update for physician services fees will provide for a 4.3% decrease to physician rates effective January 1, 2006, which would result in a decrease in EmCare’s 2006 net revenue of approximately $5.7 million. See “Business — Regulatory Matters — Medicare, Medicaid and Other Government Program Reimbursement.”

      In addition, state and local government regulations or administrative policies regulate ambulance rate structures in some jurisdictions in which we conduct transport services. In certain service areas in which we hold governmental franchise agreements to provide ambulance services, the community sets the rates we are permitted to charge for ambulance services pursuant to the franchise agreement. We may be unable to receive ambulance service rate increases on a timely basis where rates are regulated, or to establish or maintain satisfactory rate structures where rates are not regulated.

      We believe that regulatory trends in cost containment will continue. We cannot assure you that we will be able to offset reduced operating margins through cost reductions, increased volume, the introduction of additional procedures or otherwise. In addition, we cannot assure you that federal, state and local governments will not impose reductions in the fee schedules or rate regulations applicable to our services in the future. Any such reductions could have a material adverse effect on our business, financial condition or results of operations.

If current or future laws or regulations force us to restructure our arrangements with physicians, professional corporations and hospitals, we may incur additional costs, lose contracts and suffer a reduction in net revenue under existing contracts, and we may need to refinance our debt or obtain debt holder consent.

      A number of laws bear on our relationships with our physicians. EmCare employs or contracts with physicians or physician-owned professional corporations to deliver services to our hospital customers and their patients. We frequently enter into management services contracts with these physicians and professional corporations pursuant to which we provide them with billing, scheduling and a wide range of other services,

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and they pay us for those services out of the fees they collect from patients and third-party payors. There is a risk that state authorities in some jurisdictions may find that these contractual relationships violate laws prohibiting the corporate practice of medicine and fee-splitting prohibitions. These laws prohibit the practice of medicine by general business corporations and are intended to prevent unlicensed persons or entities from interfering with or inappropriately influencing the physician’s professional judgment. They may also prevent the sharing of professional services income with non-professional or business interests. From time to time, including recently, we have been involved in litigation in which private litigants have raised these issues. See “Business — Regulatory Matters — Fee-Splitting; Corporate Practice of Medicine.”

      In addition, the Medicare program generally prohibits the reassignment of Medicare payments due to a physician or other healthcare provider to any other person or entity unless the billing arrangement between that physician or other healthcare provider and the other person or entity falls within an enumerated exception to the Medicare reassignment prohibition. Historically, there was no exception that allowed us to receive directly Medicare payments related to the services of independent contractor physicians. However, the Medicare Modernization Act amended the Medicare reassignment statute as of December 8, 2003 and now permits our independent contractor physicians to reassign their Medicare receivables to us under certain circumstances. We rely on this provision in billing for the services of these physicians. Because this provision has only recently been implemented, it could be interpreted in a manner adverse to us, which will negatively impact our ability to bill for our physicians’ services.

      Our physician contracts include contracts with individual physicians and with physicians organized as separate legal professional entities (e.g., professional medical corporations). Antitrust laws may deem each such physician/entity to be separate, both from EmCare and from each other and, accordingly, each such physician/practice is subject to a wide range of laws that prohibit anti-competitive conduct between or among separate legal entities or individuals. A review or action by regulatory authorities or the courts could force us to terminate or modify our contractual relationships with physicians and affiliated medical groups or revise them in a manner that could be materially adverse to our business.

      Although we have structured our relationships with physicians and hospitals in an effort to comply with the state corporate practice of medicine and fee-splitting laws, applicable reassignment rules and antitrust laws, adverse judicial or administrative interpretations could result in a finding that we are not in compliance with one or more of these laws and rules.

      These laws and rules, and their interpretations, may also change in the future. Any adverse interpretations or changes could force us to restructure our relationships with physicians, professional corporations or our hospital customers, or to restructure our operations. This could cause our operating costs to increase significantly. A restructuring could also result in a loss of contracts or a reduction in revenue under existing contracts. Moreover, if we are required to modify our structure and organization to comply with these laws and rules, our financing agreements may prohibit such modifications and require us to obtain the consent of the holders of such debt or require the refinancing of such debt.

Our contracts with healthcare facilities and marketing practices are subject to the federal Anti-Kickback Statute, and we are currently under investigation for alleged violations of that statute.

      We are subject to the federal Anti-Kickback Statute, which prohibits the knowing and willful offer, payment, solicitation or receipt of any form of “remuneration” in return for, or to induce, the referral of business or ordering of services paid for by Medicare or other federal programs. “Remuneration” includes discounts and in-kind goods or services, as well as cash. Certain federal courts have held that the Anti-Kickback Statute can be violated if “one purpose” of a payment is to induce referrals. Violations of the Anti-Kickback Statute can result in civil or criminal fines or exclusion from Medicare and other governmental programs.

      In 1999, the Office of Inspector General of the Department of Health and Human Services, or the OIG, issued an Advisory Opinion indicating that discounts provided to health facilities on the transports for which they are financially responsible may violate the Anti-Kickback Statute when the ambulance company also receives referrals of Medicare and other government-funded transports from the facility. The OIG has clarified that not all discounts violate the Anti-Kickback Statute, but that the statute may be violated if part

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of the purpose of the discount is to induce the referral of the transports paid for by Medicare or other federal programs, and the discount does not meet certain “safe harbor” conditions. In the Advisory Opinion and subsequent pronouncements, the OIG has provided guidance to ambulance companies to help them avoid unlawful discounts. See “Business — Regulatory Matters — Federal Anti-Kickback Statute.”

      Like other ambulance companies, we have in the past provided discounts to our healthcare facility customers (nursing home and hospital). Although we have attempted to comply with the OIG’s guidance on this issue, the government has alleged that certain of our contractual discounts in effect in Texas, principally in periods prior to 1999, violate the Anti-Kickback Statute. We are currently in discussions with the OIG regarding these Texas allegations. Our contracting practices in Oregon and possibly other jurisdictions may also be under investigation. See “Business — American Medical Response — Legal Matters.” If we are found to have violated the Anti-Kickback Statute in these jurisdictions, we may be subject to civil or criminal penalties, including exclusion from the Medicare or Medicaid programs, or may be required to enter into settlement agreements with the government to avoid such sanctions.

      In addition to AMR’s contracts with healthcare facilities, other marketing practices or transactions entered into by AMR and EmCare may implicate the Anti-Kickback Statute. Although we have attempted to structure our past and current marketing initiatives and business relationships to comply with the Anti-Kickback Statute, we cannot assure you that the OIG or other authorities will not find that our marketing practices and relationships violate the statute.

Changes in our ownership structure and operations require us to comply with numerous notification and reapplication requirements in order to maintain our licensure, certification or other authority to operate, and failure to do so, or an allegation that we have failed to do so, can result in payment delays, forfeiture of payment or civil and criminal penalties.

      We and our affiliated physicians are subject to various federal, state and local licensing and certification laws with which we must comply in order to maintain authorization to provide, or receive payment for, our services. For example, Medicare and Medicaid require that we complete and periodically update enrollment forms in order to obtain and maintain certification to participate in programs. Compliance with these requirements is complicated by the fact that they differ from jurisdiction to jurisdiction, and in some cases are not uniformly applied or interpreted even within the same jurisdiction. Failure to comply with these requirements can lead not only to delays in payment and refund requests, but in extreme cases can give rise to civil or criminal penalties.

      In certain jurisdictions, changes in our ownership structure require pre-or post-notification to governmental licensing and certification agencies, or agencies with which we have contracts. Relevant laws in some jurisdictions may also require re-application or re-enrollment and approval to maintain or renew our licensure, certification, contracts or other operating authority. For example, in connection with our acquisition of AMR from Laidlaw, two of our subsidiaries were required to apply for state and local ambulance operating authority in New York. Similarly, the change in corporate structure and ownership in connection with our proposed initial public offering may require us to give notice, re-enroll or make other applications for authority to continue operating in various jurisdictions.

      If an agency requires us to complete the re-enrollment process prior to submitting reimbursement requests, we may be delayed in payment, receive refund requests or be subject to recoupment for services we provide in the interim. The change in ownership effected by our acquisition of AMR and EmCare from Laidlaw has required us to re-enroll in one jurisdiction, and reimbursement from the relevant government program is likely to be deferred for several months. This will affect our cash flow, but will not affect our net revenue. We do not expect the impact of this deferral to be material to us, but it is possible that other jurisdictions will similarly require us to re-enroll.

      While we have made reasonable efforts to substantially comply with these requirements in connection with prior changes in our operations and ownership structure, and will do so in connection with our proposed initial public offering, we cannot assure you that the agencies that administer these programs or have awarded us contracts will not find that we have failed to comply in some material respects. A finding of non-

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compliance and any resulting payment delays, refund demands or other sanctions could have a material adverse effect on our business, financial condition or results of operations.

If we fail to comply with the terms of our settlement agreements with the government, we could be subject to additional litigation or other governmental actions which could be harmful to our business.

      In the last five years, we have entered into four settlement agreements with the United States government. In June 2002, one of our subsidiaries, AMR of Massachusetts, entered into a settlement agreement to resolve a number of allegations, including allegations related to billing and documentation practices. In February 2003, another subsidiary, AMR of South Dakota, entered into a settlement agreement to resolve allegations that it incorrectly billed for transports performed by other providers when an AMR paramedic accompanied the patient during transport, and that it billed for certain non-emergency transports using emergency codes. In July 2004, our subsidiary, American Medical Response West, entered into a settlement agreement in connection with billing matters related to emergency transports and specialized services. In August 2004, AMR entered into a settlement agreement on behalf of a subsidiary, Regional Emergency Services LP, or RES, to resolve allegations of violations of the False Claims Act by RES and a hospital system based on the absence of certificates of medical necessity and other non-compliant billing practices. See “Business — American Medical Response — Legal Matters.”

      As part of the settlements AMR of Massachusetts and AMR West entered into with the government, we entered into Corporate Integrity Agreements, or CIAs. Pursuant to these CIAs, we are required to establish and maintain a compliance program which includes, among other elements, the appointment of a compliance officer and committee, claims review by an independent review organization, and reporting of overpayments and other “reportable events.” See “Business — Regulatory Matters — Corporate Compliance Program and Corporate Integrity Obligations.”

      We cannot assure you that the CIAs or the compliance program we initiated has prevented, or will prevent, any repetition of the conduct or allegations that were the subject of these settlement agreements, or that the government will not raise similar allegations in other jurisdictions or for other periods of time. If such allegations are raised, or if we fail to comply with the terms of the CIAs, we may be subject to fines and other contractual and regulatory remedies specified in the CIAs or by applicable laws, including exclusion from the Medicare program and other federal and state healthcare programs. Such actions could have a material adverse effect on the conduct of our business, our financial condition or our results of operations.

If we are unable to effectively adapt to changes in the healthcare industry, our business may be harmed.

      Political, economic and regulatory influences are subjecting the healthcare industry in the United States to fundamental change. We anticipate that Congress and state legislatures may continue to review and assess alternative healthcare delivery and payment systems and may in the future propose and adopt legislation effecting fundamental changes in the healthcare delivery system.

      Congress and state legislatures have adopted and may further consider statutory changes affecting healthcare reform. We cannot assure you as to the ultimate content, timing or effect of any healthcare reform legislation, nor is it possible at this time to estimate the impact of potential legislation. Further, it is possible that future legislation enacted by Congress or state legislatures could adversely affect our business or could change the operating environment of our targeted customers. It is possible that the changes to the Medicare or other government program reimbursements may serve as precedent to possible changes in other payor’s reimbursement policies in a manner adverse to us. Similarly, changes in private payor reimbursements could lead to adverse changes in Medicare and other government payor programs which could have a material adverse effect on our business, financial condition or results of operations.

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CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

      This prospectus contains “forward-looking statements.” Forward-looking statements give our current expectations or forecasts of future events. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “project,” or “continue,” or other similar words. These statements reflect management’s current views with respect to future events and are subject to risks and uncertainties, both known and unknown. Our actual results may vary materially from those anticipated in forward-looking statements. We caution investors not to place undue reliance on any forward-looking statements.

      Important factors that could cause actual results to differ materially from forward-looking statements include, but are not limited to:

•  the impact on our revenue of changes in transport volume, mix of insured and uninsured patients, and third party reimbursement rates,

•  the adequacy of our insurance coverage and insurance reserves,

•  potential penalties or changes to our operations if we fail to comply with extensive and complex government regulation of our industry,

•  our ability to recruit and retain qualified physicians and other healthcare professionals, and enforce our non-compete agreements with our physicians,

•  the effect of changes in rates or methods of third party reimbursement,

•  our ability to generate cash flow to service our debt obligations,

•  the cost of capital expenditures to maintain and upgrade our vehicle fleet and medical equipment,

•  the loss of services of one or more members of our senior management team,

•  the outcome of government investigations of certain of our business practices,

•  our ability to successfully restructure our operations to comply with future changes in government regulation,

•  our ability to perform services previously performed for us by Laidlaw,

•  the loss of existing contracts and the accuracy of our assessment of costs under new contracts,

•  the high level competition in our industry,

•  our ability to maintain or implement complex information systems,

•  our ability to implement our business strategy,

•  our ability to obtain adequate bonding coverage, and

•  our ability to successfully integrate strategic acquisitions.

      These factors are not exhaustive, and new factors may emerge or changes to the foregoing factors may occur that could impact our business. Except to the extent required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

      You should review carefully the sections captioned “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus for a more complete discussion of these and other factors that may affect our business.

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FORMATION OF HOLDING COMPANY

      Immediately prior to the completion of Emergency Medical Services’ initial public offering, we will effect a reorganization in which Emergency Medical Services Corporation, a newly-formed Delaware corporation, becomes the parent of EMS L.P. The equity of EMS L.P. held by persons other than the Onex entities will be exchanged for shares of common stock of Emergency Medical Services. The Onex entities will continue to own limited partnership units in EMS L.P., designated “LP exchangeable units,” which are exchangeable at any time for common stock of Emergency Medical Services. The Onex entities will own approximately      % of Emergency Medical Services’ combined voting power.

      We estimate that the net proceeds of our initial public offering will be approximately $           million, at an assumed initial public offering price of $           per share and after deducting underwriting discounts and estimated offering expenses payable by us. We intend to use approximately $           million of the net proceeds to repay debt outstanding under our senior secured credit facility, and the balance for working capital, capital expenditures and other general corporate purposes.

      EMS L.P. will be a consolidated subsidiary of Emergency Medical Services, and Emergency Medical Services will own the general partner interests of EMS L.P. Emergency Medical Services will continue to conduct our operations through AMR and EmCare, our operating subsidiaries.

      [Emergency Medical Services will become a guarantor of the notes on or prior to the completion of the exchange offer.]

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THE EXCHANGE OFFER

Exchange Offer

      We hereby offer, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, to exchange up to $250,000,000 aggregate principal amount of outstanding notes properly tendered on or prior to the expiration date and not withdrawn as permitted pursuant to the procedures described below. The exchange offer is being made with respect to any and all of the outstanding notes.

      As of the date of this prospectus, $250,000,000 aggregate principal amount of the notes is outstanding. This prospectus, together with the accompanying letter of transmittal, is first being sent on or about                     , 2005 to all holders of outstanding notes registered on our note register. Our obligation to accept outstanding notes for exchange pursuant to the exchange offer is subject to certain conditions set forth under “— Conditions of the Exchange Offer” below. We currently expect that each of the conditions will be satisfied and that no waivers will be necessary.

Purpose and Effect

      We sold the outstanding notes on February 10, 2005 to Banc of America Securities LLC and JP Morgan Securities, Inc. as the initial purchasers pursuant to a purchase agreement in a transaction exempt from the registration requirements of the Securities Act. Accordingly, the outstanding notes may not be reoffered, resold or otherwise transferred unless so registered or unless an applicable exemption from the registration and prospectus delivery requirements of the Securities Act is available. The initial purchasers subsequently resold the outstanding notes under Rule 144A under the Securities Act. As part of the offering of the outstanding notes, we entered into a registration rights agreement with the initial purchasers. The registration rights agreement requires, unless the exchange offer is not permitted by applicable law or SEC policy, that we:

•  within 240 days after the closing of the offering, file with the SEC the registration statement of which this prospectus forms a part with respect to the exchange offer;

•  within 300 days after the closing of the offering, use commercially reasonable efforts to cause the exchange offer registration statement to be declared effective by the SEC;

•  keep the exchange offer open for not less than 30 business days; and

•  use commercially reasonable efforts to complete the exchange offer not later than 30 business days after the exchange offer registration statement is declared effective.

      Except as provided below, upon the completion of the exchange offer, our obligations with respect to the registration of the outstanding notes and the exchange notes will terminate. A copy of the registration rights agreement has been incorporated by reference as an exhibit to the registration statement of which this prospectus forms a part, and this summary of the material provisions of the registration rights agreement does not purport to be complete and is qualified in its entirety by reference to the complete registration rights agreement. Following the completion of the exchange offer (except as set forth in the paragraph immediately below), holders of outstanding notes not tendered will not have any further registration rights and those outstanding notes will continue to be subject to the restrictions on transfer described above. Accordingly, the liquidity of the market for the outstanding notes could be adversely affected upon consummation of the exchange offer.

      Under certain circumstances specified in the registration rights agreement, we may be required to file a “shelf” registration statement for a continuous offering in connection with the outstanding notes pursuant to Rule 415 under the Securities Act.

      We and the guarantors of the notes will, in the event of the shelf registration statement, provide to each holder of the outstanding notes copies of the prospectus which is a part of the shelf registration statement, notify each such holder when the shelf registration statement for the outstanding notes has become effective

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and take certain other actions as are required to permit unrestricted resales of the outstanding notes. A holder of the outstanding notes that sells such outstanding notes pursuant to the shelf registration statement generally would be required to be named as a selling securityholder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the registration rights agreement which are applicable to such a holder (including certain indemnification rights and obligations).

      Each holder of outstanding notes that wishes to exchange such outstanding notes for exchange notes in the exchange offer will be required to make certain representations, including representations:

•  that any exchange notes to be received by it will be acquired in the ordinary course of its business;

•  that it has no arrangement or understanding with any person to participate in the distribution of the exchange notes;

•  that it is not an “affiliate,” as defined in the Securities Act, of Emergency Medical Services; and

•  any additional representations that in the written opinion of our counsel are necessary under existing rules or regulations (or interpretations thereof) of the SEC in order for the registration statement of which this prospectus forms a part to be declared effective.

      Based on an interpretation by the staff of the SEC set forth in no-action letters issued to third parties, we believe that, with the exceptions set forth below, the exchange notes issued in the exchange offer in exchange for outstanding notes may be offered for resale, resold and otherwise transferred by the holder of exchange notes without compliance with the registration and prospectus delivery requirements of the Securities Act, unless the holder:

•  acquired the notes other than in the ordinary course of the holder’s business;

•  has an arrangement with any person to engage in the distribution of the exchange notes;

•  is an affiliate of Emergency Medical Services within the meaning of Rule 405 under the Securities Act;

•  is a broker-dealer who purchased outstanding notes directly from us for resale under Rule 144A or any other available exemption under the Securities Act; or

•  is prohibited by law or policy of the SEC from participating in the exchange offer.

      Any holder who tenders in the exchange offer for the purpose of participating in a distribution of the exchange notes cannot rely on this interpretation by the SEC’s staff and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange note. See “Plan of Distribution.” Broker-dealers who acquired outstanding notes directly from us and not as a result of market-making activities or other trading activities may not rely on the staff’s interpretations discussed above or participate in the exchange offer, and must comply with the prospectus delivery requirements of the Securities Act in order to sell the outstanding notes.

Consequences of Failure to Exchange Outstanding Notes

      Following the completion of the exchange offer, holders of outstanding notes who did not tender their outstanding notes, or who did not properly tender their outstanding notes, will not have any further registration rights and such outstanding notes will continue to be subject to restrictions on transfer. Accordingly, the liquidity of the market for a holder’s outstanding notes could be adversely affected upon expiration of the exchange offer if such holder elects to not participate in the exchange offer.

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Terms of the Exchange Offer

      Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, we will accept for exchange any and all outstanding notes that are validly tendered on or prior to                     , 2005, 5:00 p.m., New York City time, on the expiration date. For each outstanding note surrendered to us pursuant to the exchange offer, the holder of such outstanding note will receive an exchange note having a principal amount equal to that of the surrendered note. We will issue $1,000 principal amount of exchange notes for each $1,000 principal amount of outstanding notes accepted in the exchange offer. Holders who have tendered their outstanding notes may withdraw their tender of outstanding notes at any time prior to                     , 2005, 5:00 p.m., New York City time, on the expiration date. The exchange offer is not conditioned upon any minimum principal amount of outstanding notes being tendered for exchange. However, the exchange offer is subject to the terms and provisions of the registration rights agreement. See “— Conditions of the Exchange Offer.”

      The form and terms of the exchange notes are substantially the same as the form and terms of the outstanding notes, except that the exchange notes have been registered under the Securities Act and will not bear legends restricting their transfer. The exchange notes will evidence the same debt as the outstanding notes and will be issued pursuant to, and entitled to the benefits of, the indenture pursuant to which the outstanding notes were issued.

      As of the date of this prospectus, $250,000,000 aggregate principal amount of the notes is outstanding. Only a holder of the outstanding notes, or such holder’s legal representative or attorney-in-fact, may participate in the exchange offer. We will not fix a record date for determining holders of the outstanding notes entitled to participate in the exchange offer.

      We will be deemed to have accepted validly tendered outstanding notes when, as and if we have given oral or written notice thereof to the exchange agent. The exchange agent will act as agent for the tendering holders of outstanding notes and for the purpose of receiving the exchange notes from us.

      If any tendered outstanding notes are not accepted for exchange because of an invalid tender, the occurrence of other events set forth in this prospectus or otherwise, the certificates for any such unaccepted outstanding notes will be returned, without expense, to the tendering holder as promptly as practicable after the expiration date.

      Holders who tender outstanding notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of outstanding notes pursuant to the exchange offer. We will pay all charges and expenses, other than certain applicable taxes, in connection with the exchange offer. See “— Fees and Expenses.”

Expiration Date; Extensions; Amendments

      The expiration date shall be                     , 2005, at 5:00 p.m., New York City time, unless we, in our sole discretion, extend the exchange offer, in which case the expiration date shall be the latest date and time to which the exchange offer is extended.

      In order to extend the exchange offer, we will notify the exchange agent in writing of any extension and make a public announcement prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

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      We reserve the right, in our sole discretion:

•  to delay accepting any outstanding notes;

•  to extend the exchange offer;

•  if any of the conditions set forth below under “— Conditions of the Exchange Offer” shall not have been satisfied, to terminate the exchange offer, by giving written notice of such delay, extension or termination to the exchange agent; and

•  to amend the terms of the exchange offer in any manner.

      If we amend the exchange offer in a manner we determine to constitute a material change, we will promptly disclose such amendments by means of a prospectus supplement that we will distribute to the registered holders of the outstanding notes. Modification of the exchange offer, including, but not limited to:

•  extension of the period during which the exchange offer is open; and

•  waiver of satisfaction of the conditions set forth below under “— Conditions of the Exchange Offer”

may require that at least five business days remain in the exchange offer.

Conditions of the Exchange Offer

      Notwithstanding any other term of the exchange offer, we are not required to accept for exchange, or exchange the exchange notes for, any outstanding notes not previously accepted for exchange, and we may terminate or amend the exchange offer as provided herein before the acceptance of the outstanding notes, if any of the following events shall occur:

•  any action or proceeding is instituted or threatened in any court or by or before any governmental agency which would be reasonably likely to materially impair our ability to proceed with the exchange offer, or there shall have occurred any material adverse development in any existing action or proceeding with respect to us or any of our subsidiaries; or

•  the exchange offer shall violate any applicable law, rule, regulation or interpretation of the staff of the SEC; or

•  any governmental approval which we shall deem necessary for the consummation of the exchange offer as contemplated by this prospectus shall not have been obtained.

      If we determine in our reasonable discretion that any of these conditions are not satisfied (or any of such events shall have occurred), we may (1) refuse to accept any outstanding notes and return all tendered outstanding notes to the tendering holders and/or terminate the exchange offer, (2) extend the exchange offer and retain all outstanding notes tendered prior to the expiration of the exchange offer, subject, however, to the rights of holders to withdraw such outstanding notes as described in “— Withdrawal Rights” or (3) waive such unsatisfied conditions with respect to the exchange offer and accept all properly tendered outstanding notes which have not been withdrawn. If such waiver constitutes a material change to the exchange offer, we will promptly disclose such waiver by means of a prospectus supplement that will be distributed to the registered holders of the outstanding notes, and we will extend the exchange offer for a period of five to ten business days, depending upon the significance of the waiver and the manner of disclosure to the registered holders, if the exchange offer would otherwise expire during such five to ten business day period.

      Holders may have certain rights and remedies against us under the registration rights agreement should we fail to consummate the exchange offer, notwithstanding a failure of the conditions stated above. Such conditions are not intended to modify those rights or remedies in any respect.

      The foregoing conditions are for our sole benefit and we may assert them regardless of the circumstances giving rise to such conditions or we may waive them in whole or in part at any time and from time to time in our reasonable discretion. Any failure by us at any time to exercise the foregoing rights shall

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not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time.

Interest

      The exchange notes will bear interest at a rate equal to 10% per annum. We will pay interest on the notes twice a year, on each February 15 and August 15, beginning August 15, 2005. See “Description of Notes.”

Procedures for Tendering Outstanding Notes

      Only a holder of outstanding notes may tender the outstanding notes in the exchange offer. Except as set forth under “— Book-Entry Transfer,” to tender in the exchange offer, a holder must complete, sign and date the letter of transmittal, or a facsimile thereof, have the signatures thereon guaranteed if required by the letter of transmittal, and mail or otherwise deliver the letter of transmittal or copy to the exchange agent prior to the expiration date. In addition, (1) certificates for the outstanding notes must be received by the exchange agent along with the letter of transmittal prior to the expiration date, (2) a timely confirmation of a book-entry transfer of such outstanding notes, if that procedure is available, into the exchange agent’s account at DTC pursuant to the procedure for book-entry transfer described below, must be received by the exchange agent prior to the expiration date or (3) the holder must comply with the guaranteed delivery procedures described below. To be tendered effectively, the letter of transmittal and other required documents must be received by the exchange agent at the address set forth under “— The Exchange Agent; Assistance” prior to the expiration date.

      The tender by a holder that is not withdrawn before the expiration date will constitute an agreement between that holder and us in accordance with the terms and subject to the conditions set forth herein and in the letter of transmittal.

      THE METHOD OF DELIVERY OF OUTSTANDING NOTES AND THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF THE HOLDER. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE. NO LETTER OF TRANSMITTAL OR OUTSTANDING NOTES SHOULD BE SENT TO US. HOLDERS MAY REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS, TRUSTS COMPANIES OR NOMINEES TO EFFECT THESE TRANSACTIONS FOR SUCH HOLDERS.

      Any beneficial owner whose outstanding notes are registered in the name of a broker-dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct the registered holder to tender on the beneficial owner’s behalf. If the beneficial owner wishes to tender on the owner’s own behalf, the owner must, prior to completing and executing the letter of transmittal and delivering the owner’s outstanding notes, either make appropriate arrangements to register ownership of the outstanding notes in the beneficial owner’s name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.

      Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by an eligible guarantor institution that is a member of or participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, unless outstanding notes tendered pursuant thereto are tendered (1) by a registered holder who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” in the letter of transmittal or (2) for the account of such an eligible guarantor institution. If signatures on a letter of transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, the guarantee must be by an eligible guarantor institution.

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      If the letter of transmittal is signed by a person other than the registered holder of any outstanding notes listed therein, the outstanding notes must be endorsed or accompanied by a properly completed bond power, signed by the registered holder as that registered holder’s name appears on the outstanding notes.

      If the letter of transmittal or any outstanding notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and evidence satisfactory to us of their authority to so act must be submitted with the letter of transmittal unless waived by us.

      We will determine all questions as to the validity, form, eligibility, including time of receipt, acceptance and withdrawal of tendered outstanding notes in our sole discretion, which determination will be final and binding. We reserve the absolute right to reject any and all outstanding notes not properly tendered or any outstanding notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular outstanding notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties.

      Unless waived, any defects or irregularities in connection with tenders of outstanding notes must be cured within such time as we shall determine. Although we intend to notify holders of defects or irregularities with respect to tenders of outstanding notes, neither we nor the exchange agent nor any other person shall incur any liability for failure to give such notification. Tenders of outstanding notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any outstanding notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.

      In addition, we reserve the right in our sole discretion to purchase or make offers for any outstanding notes that remain outstanding after the expiration date or to terminate the exchange offer and, to the extent permitted by applicable law, to purchase outstanding notes in the open market, in privately negotiated transactions, or otherwise. The terms of any such purchases or offers could differ from the terms of the exchange offer.

      By tendering, each holder will represent to us that, among other things:

•  that any exchange notes to be received by it will be acquired in the ordinary course of its business;

•  that it has no arrangement or understanding with any person to participate in the distribution of the exchange notes;

•  that it is not an “affiliate,” as defined in the Securities Act, of Emergency Medical Services; and

•  any additional representations that in the written opinion of our counsel are necessary under existing rules or regulations (or interpretations thereof) of the SEC in order for the registration statement of which this prospectus forms a part to be declared effective.

      In all cases, issuance of exchange notes for outstanding notes that are accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of certificates for such outstanding notes or a timely confirmation of a book-entry transfer of such outstanding notes into the exchange agent’s account at DTC, a properly completed and duly executed letter of transmittal (or, with respect to DTC and its participants, electronic instructions in which the tendering holder acknowledges its receipt of an agreement to be bound by the letter of transmittal), and all other required documents. If any tendered outstanding notes are not accepted for any reason set forth in the terms and conditions of the exchange offer or if outstanding notes are submitted for a greater principal amount than the holder desires to exchange, such unaccepted or non-exchanged outstanding notes will be returned without expense to the tendering holder thereof, or, in the case of notes tendered by book-entry transfer into the exchange agent’s account at DTC pursuant to the book-entry transfer procedures described below, such non-exchanged outstanding notes will be credited to an account maintained with DTC, as promptly as practicable after the expiration or termination of the exchange offer.

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      Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See “Plan of Distribution.”

Book-Entry Transfer

      The exchange agent will make a request to establish an account with respect to the outstanding notes at DTC for purposes of the exchange offer within two business days after the date of this prospectus, and any financial institution that is a participant in DTC’s systems may make book-entry delivery of outstanding notes being tendered by causing DTC to transfer such outstanding notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer. However, although delivery of outstanding notes may be effected through book-entry transfer at DTC, the letter of transmittal or copy thereof, with any required signature guarantees and any other required documents, must, in any case other than as set forth in the following paragraph, be transmitted to and received by the exchange agent at the address set forth under “— The Exchange Agent; Assistance” on or prior to the expiration date or the guaranteed delivery procedures described below must be complied with.

      DTC’s Automated Tender Offer Program, or ATOP, is the only method of processing exchange offers through DTC. To accept the exchange offer through ATOP, participants in DTC must send electronic instructions to DTC through DTC’s communication system in lieu of sending a signed, hard copy letter of transmittal. DTC is obligated to communicate those electronic instructions to the exchange agent. To tender outstanding notes through ATOP, the electronic instructions sent to DTC and transmitted by DTC to the exchange agent must reflect that the participant acknowledges its receipt of and agrees to be bound by the letter of transmittal.

Guaranteed Delivery Procedures

      Holders who wish to tender their outstanding notes and whose outstanding notes are not immediately available, or who cannot deliver their outstanding notes or any other documents required by the letter of transmittal to the exchange agent prior to the expiration date, may tender their outstanding notes according to the guaranteed delivery procedures set forth in the letter of transmittal. Pursuant to such procedures:

•  the holder tenders through an eligible guarantor institution and signs a notice of guaranteed delivery;

•  on or prior to the expiration date, the exchange agent receives from the holder and the eligible guarantor institution a written or facsimile copy of a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided by us, setting forth the name and address of the holder, the certificate number or numbers of the tendered outstanding notes, and the principal amount of tendered outstanding notes, stating that the tender is being made thereby and guaranteeing that, within five business days after the date of delivery of the notice of guaranteed delivery, the tendered outstanding notes, a duly executed letter of transmittal and any other required documents will be deposited by the eligible guarantor institution with the exchange agent; and

•  such properly completed and executed documents required by the letter of transmittal and the tendered outstanding notes in proper form for transfer are received by the exchange agent within five business days after the expiration date.

      Any holder who wishes to tender outstanding notes pursuant to the guaranteed delivery procedures described above must ensure that the exchange agent receives the notice of guaranteed delivery and letter of transmittal relating to such outstanding notes prior to 5:00 p.m., New York City time, on the expiration date.

Acceptance of Outstanding Notes for Exchange; Delivery of Exchange Notes

      Upon satisfaction or waiver of all the conditions to the exchange offer, we will accept any and all outstanding notes that are properly tendered in the exchange offer prior to 5:00 p.m., New York City time, on the expiration date. The exchange notes issued pursuant to the exchange offer will be delivered promptly after

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acceptance of the outstanding notes. For purposes of the exchange offer, we shall be deemed to have accepted validly tendered outstanding notes, when, as, and if we have given oral or written notice thereof to the exchange agent.

      In all cases, issuances of exchange notes for outstanding notes that are accepted for exchange pursuant to the exchange offer will be made only after the exchange agent timely receives such outstanding notes, a properly completed and duly executed letter of transmittal and all other required documents; provided, however, we reserve the absolute right to waive any defects or irregularities in the tender or conditions of the exchange offer. If we do not accept any tendered outstanding notes for any reason, we will return such unaccepted outstanding notes without expense to the tendering holder thereof as promptly as practicable after the expiration or termination of the exchange offer.

Withdrawal Rights

      Holders may withdraw tenders of outstanding notes at any time prior to 5:00 p.m., New York City time, on the expiration date. For the withdrawal to be effective, the exchange agent must receive a written notice of withdrawal at its address set forth under “— The Exchange Agent; Assistance.” The notice of withdrawal must:

•  specify the name of the person who tendered the outstanding notes to be withdrawn;

•  identify the outstanding notes to be withdrawn, including the certificate number or numbers and principal amount of withdrawn outstanding notes;

•  be signed by the holder in the same manner as the original signature on the letter of transmittal by which such outstanding notes were tendered, including any required signature guarantees, or be accompanied by a bond power in the name of the person withdrawing the tender, in satisfactory form as determined by us in our sole discretion, duly executed by the registered holder, with the signature thereon guaranteed by an eligible guarantor institution together with the other documents required upon transfer by the indenture; and

•  specify the name in which such outstanding notes are to be registered, if different from the person who deposited the outstanding notes, pursuant to such documents of transfer.

      We will determine all questions as to the validity, form and eligibility, including time of receipt, of such withdrawal notices in our sole discretion. The outstanding notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any outstanding notes which have been tendered for exchange but which are withdrawn will be returned to their holder without cost to such holder as soon as practicable after withdrawal. Properly withdrawn outstanding notes may be re-tendered by following one of the procedures described under “— Procedures for Tendering Outstanding Notes” at any time on or prior to the expiration date.

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The Exchange Agent; Assistance

      U.S. Bank Trust National Association is the exchange agent. All tendered outstanding notes, executed letters of transmittal and other related documents should be directed to the exchange agent. Questions and requests for assistance and requests for additional copies of this prospectus, the letter of transmittal and other related documents should be addressed to the exchange agent as follows:

By Registered or Certified Mail:

U.S. Bank Trust National Association

Corporate Trust Services

EP-MN-WS-2N

60 Livingston Avenue

St. Paul, Minnesota 55107

Attention: Specialized Finance

By Hand or Overnight Courier:

U.S. Bank Trust National Association

Corporate Trust Services

EP-MN-WS-2N

60 Livingston Avenue

St. Paul, Minnesota 55107

Attention: Specialized Finance

By Facsimile:

(Eligible Institutions Only)

U.S. Bank Trust National Association

Attention: Specialized Finance

(651) 495-8158

Confirm Facsimile by Telephone or for Information Call: (800) 934-6802

Fees and Expenses

      We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to brokers, dealers or others soliciting acceptance of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses. The additional estimated cash expenses to be incurred in connection with the exchange offer will be paid by us and will include accounting, legal, printing and related fees and expenses.

      We will pay all transfer taxes, if any, applicable to the exchange of outstanding notes pursuant to the exchange offer. If, however, a transfer tax is imposed for any reason other than the exchange of outstanding notes pursuant to the exchange offer, then the amount of any such transfer taxes, whether imposed on the registered holder or any other person, will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

Accounting Treatment

      We will record the exchange notes at the same carrying value as the outstanding notes, as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes. We will amortize expenses of the exchange offer over the term of the exchange notes.

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USE OF PROCEEDS

      This exchange offer is intended to satisfy our obligations under the registration rights agreement, dated February 10, 2005, among EMS L.P., the issuers, the subsidiary guarantors and the initial purchasers of the outstanding notes. We will not receive any proceeds from the issuance of the exchange notes in the exchange offer. Instead, we will receive in exchange outstanding notes in like principal amount. We will retire or cancel all of the outstanding notes tendered in the exchange offer. Accordingly, issuance of the exchange notes will not result in any change in our capitalization.

      We used the net proceeds from the sale of the outstanding notes, together with the initial borrowings under our senior secured facility and the equity investment by the Onex entities and members of senior management, to finance our acquisition of AMR and EmCare in February 2005 and to pay related fees and expenses.

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CAPITALIZATION

      The following table sets forth our capitalization as of June 30, 2005 on an actual basis, and on a pro forma basis to give effect to our proposed initial public offering and our intended use of proceeds from that offering. See “Formation of Holding Company.” You should read this table together with our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the notes to those statements included elsewhere in this prospectus.

				As of June 30, 2005
				(dollars in millions)
				(unaudited)
						Pro
				Actual		Forma
Long-term debt, including current portion:
	Revolving credit facility(1)			$	—	$	—
	Term loan				349.1
	Capital leases and other debt				6.8
		Total senior debt			355.9
	Senior subordinated notes				250.0
		Total debt		$	605.9	$
Partners’ equity					219.4
Class A common stock					—		—
Class B common stock					—		—
LP exchangeable units					—		—
Retained earnings					11.1
Comprehensive income					0.4
		Total equity			230.9
			Total capitalization	$	836.8	$

(1) The revolving credit facility provides for availability of borrowings and issuances of letters of credit for up to $100.0 million. As of June 30, 2005, we had $75.7 million of availability under the revolving credit facility, net of $24.3 million of letters of credit outstanding.

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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA

      The following pro forma consolidated financial statements present Emergency Medical Services’ financial position and results of operations resulting from the acquisition of AMR and EmCare, the sale of         shares of class A common stock pursuant to our initial public offering and the application of the proceeds therefrom as described in “Formation of Holding Company.” AMR and EmCare combined are the predecessor entity of Emergency Medical Services for the periods prior to our acquisition of those businesses.

      The unaudited pro forma consolidated financial statements include:

•  the pro forma consolidated balance sheet as of June 30, 2005, assuming our offering occurred on June 30, 2005 and the proceeds were applied as described in “Formation of Holding Company,”

•  the pro forma consolidated statement of operations for the five months ended June 30, 2005, assuming our offering occurred on February 1, 2005 and the proceeds were applied as described in “Formation of Holding Company,”

•  the pro forma consolidated statement of operations for the five months ended January 31, 2005, assuming the transactions described below occurred as of September 1, 2004, and

•  the pro forma consolidated statement of operations for the year ended August 31, 2004, assuming the transactions described below occurred as of September 1, 2003.

      The unaudited pro forma consolidated financial information is presented for informational purposes only and does not purport to represent our financial condition or our results of operations had the acquisition and our initial public offering occurred on or as of the dates noted above or to project the results for any future date or period. In the opinion of management, all adjustments have been made that are necessary to present fairly the unaudited pro forma consolidated financial information.

      The unaudited pro forma consolidated financial statements for periods prior to our acquisition of AMR and EmCare are based on the historical combined financial statements of AMR and EmCare, as predecessor to Emergency Medical Services, included elsewhere in this prospectus, adjusted to give pro forma effect to the following transactions, all of which are deemed to have occurred concurrently:

•  our acquisition of AMR and EmCare, including:

•  issuance of equity by Emergency Medical Services for aggregate contributions of $219.2 million,

•  our senior secured credit facility, consisting of:

•  a revolving credit facility of $100.0 million, of which we borrowed approximately $20.2 million at the closing date of the acquisition and had outstanding $24.3 million of letters of credit, and

•  a term loan of $350.0 million, all of which was borrowed on the closing date,

•  the issuance and sale of $250.0 million in aggregate principal amount of our outstanding notes,

•  our purchase of all of the outstanding common stock of AMR and EmCare, and

•  the payment of related fees and expenses related to the acquisition.

      The unaudited pro forma consolidated financial statements for all periods are adjusted to give pro forma effect to the following, which are deemed to have occurred concurrently:

•  our formation as a holding company, with EMS L.P. and its general partner as subsidiaries, the issuance of common stock to our equityholders other than the Onex entities and a           -for-          stock split, and

•  the sale of         shares of class A common stock in our initial public offering and the application of the proceeds therefrom as described in “Formation of Holding Company.”

      The unaudited pro forma consolidated financial statements are based on the estimates and assumptions set forth in the notes to these statements that management believes are reasonable. These estimates include an

45

allocation of fair value to identifiable intangible assets other than goodwill, and the resulting excess of the purchase price over the carrying value of the net assets acquired is recorded as goodwill. The pro forma adjustments reflected in the following financial statements are based on management’s preliminary assessment of the fair value of the tangible and intangible assets we acquired and liabilities we assumed in our acquisition of AMR and EmCare. The final purchase price allocation will be performed when an independent appraisal of certain assets acquired and liabilities assumed is finalized. We expect that the final purchase price allocation may reflect differences from our estimated amounts, as follows:

•  the fair value of our finite life contract intangible asset,

•  the fair value adjustment for favorable or unfavorable leases,

•  the fair value adjustment for property and equipment,

•  changes in the excess purchase price allocated to goodwill, and

•  changes in the fair value of other liabilities assumed and incurred as part of the acquisition.

      The unaudited pro forma consolidated financial statements should be read in conjunction with our historical financial statements and related notes and other financial information included elsewhere in this prospectus, including “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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Emergency Medical Services Corporation

Unaudited Pro Forma Consolidated Balance Sheet

June 30, 2005

					Pro Forma Equity
					Offering			Pro
			Actual		Adjustments			Forma
			(dollars in thousands)
ASSETS
Current assets:
	Cash and cash equivalents		$	31,365	$	—		$	31,365
	Restricted cash and cash equivalents			12,785		—			12,785
	Restricted marketable securities			1,011		—			1,011
	Trade and other accounts receivable, net			346,491		—			346,491
	Parts and supplies inventory			18,404		—			18,404
	Other current assets			34,684		—			34,684
	Current deferred tax assets			19,774		—			19,774
		Total current assets		464,514		—			464,514
Non-current assets:
	Property, plant and equipment, net			130,061		—			130,061
	Intangible assets, net			84,542		—			84,542
	Non-current deferred tax assets			119,848		—			119,848
	Restricted long-term investments			57,734		—			57,734
	Goodwill			267,474		—			267,474
	Other long-term assets			99,379			(1)
		Total assets	$	1,223,552	$			$
LIABILITIES AND EQUITY
Current liabilities:
	Accounts payable		$	47,906	$	—		$	47,906
	Accrued liabilities			189,425		—			189,425
	Current portion of long-term debt			9,204		—			9,204
		Total current liabilities		246,535		—			246,535
Long-term debt				596,720			(2)
Other long-term liabilities				149,437		—			149,437
		Total liabilities		992,692
Equity
	Partnership equity			219,429		(219,429	)(3)		—
	Class A common stock			—			(3)
	Class B common stock			—			(3)		—
	LP exchangeable units			—			(3)
	Retained earnings			11,067			(1)
	Comprehensive income (loss)			364		—			364
		Total equity		230,860
		Total liabilities and equity	$	1,223,552	$			$

(1)	To record the write-off of certain deferred financing costs associated with the portion of our senior secured credit facility we will pay down with the net proceeds of our initial public offering.
(2)	To record the pay-down of our senior secured credit facility with the net proceeds of our initial public offering. The results of this exchange offer will not change the outstanding debt; accordingly, there is no pro forma impact of this exchange offer.
(3)	To record (a) our formation as a holding company, with EMS L.P. and its general partner as subsidiaries, the (b) issuance of class A common stock and class B common stock to certain of our existing equityholders and the designation of the remaining class A partnership units as LP exchangeable units, exchangeable for our class B common stock and (c) net proceeds of our initial public offering.

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Emergency Medical Services Corporation

Unaudited Pro Forma Consolidated Statement of Operations

For the five months ended June 30, 2005

				Pro Forma Equity
				Offering
	Consolidated			Adjustments			Pro Forma
	(dollars in thousands)
Net revenue	$	731,410		$	—		$	731,410
Compensation and benefits		502,998			—			502,998
Operating expenses		102,170			—			102,170
Insurance expense		39,334			—			39,334
Selling, general and administrative expenses		23,179			—			23,179
Laidlaw fees and compensation charges		—			—			—
Depreciation and amortization expenses		23,988			—			23,988
Income from operations		39,741			—			39,741
Interest expense		(21,584	)			(1)
Realized loss on investments		(6	)		—			(6	)
Interest and other income		94			—			94
Income before income taxes		18,245
Income tax expense		(7,178	)			(2)
Net income (loss)	$	11,067		$			$
Net income (loss) per share:
Basic							$
Diluted							$
Weighted average shares — basic
Weighted average shares — diluted

(1)	To record reduction of interest expense on our senior secured credit facility as a result of the pay-down with net proceeds of our initial public offering.
(2)	To adjust income tax expense to reflect the reduction of interest expense, at an effective tax rate of 40%.

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Emergency Medical Services Corporation

Unaudited Pro Forma Consolidated Statement of Operations

For the five months ended January 31, 2005

	AMR and			Pro Forma			Pro Forma
	EmCare			Acquisition			Equity Offering
	Combined			Adjustments			Adjustments			Pro Forma
	(dollars in thousands)
Net revenue	$	696,179		$	—		$	—		$	696,179
Compensation and benefits		481,305			—			—			481,305
Operating expenses		94,882			—			—			94,882
Insurance expense		39,002			—			—			39,002
Selling, general and administrative expenses		21,635			—			—			21,635
Laidlaw fees and compensation charges		19,857			—			—			19,857	(1)
Depreciation and amortization expenses		18,808			4,424	(2)		—			23,232
Restructuring charges		—			—			—			—
Income (loss) from operations		20,690			(4,424	)		—			16,266
Interest expense		(5,644	)		5,254	(3)		—
					(19,408	)(4)(5)			(6)
Interest and other income		714			—			—			714
Income (loss) before income taxes		15,760			(18,578	)
Income tax expense		(6,278	)		7,500	(7)			(7)
Net income (loss)	$	9,482		$	(11,078	)	$			$
Net income (loss) per share:

Basic	$
Diluted	$
Weighted average shares — basic
Weighted average shares — diluted

(1) Represents certain Laidlaw fees and compensation charges, primarily relating to a compensation charge associated with the increase in the enterprise values of AMR and EmCare. Our estimated replacement costs for certain functions are not recorded on the face of this pro forma statement of operations because we do not have a contract for each element of these costs. We will be required to replace certain functions and costs previously provided to us by Laidlaw and which comprise Laidlaw fees and compensation charges. Our estimate of these costs on an annual basis ($1.67 million for a five-month period) are:

Compensation and benefits costs for personnel providing internal audit and tax services	$	1,100
Directors and officers insurance		500
Selling, general and administrative expenses for external audit fees, treasury services and other costs		1,400
Sponsor management fee		1,000
	$	4,000

     We incurred $1.1 million of such costs in the five months ended June 30, 2005, excluding costs related to our acquisition of AMR and EmCare.

(2)	AMR and EmCare combined amortization expense includes amortization (over a 7-year period) of the finite life intangible assets of $89.0 million based on the preliminary value of identifiable intangible assets determined by an independent valuation group.
(3)	To eliminate interest expense charged on the Laidlaw payable.
(4)	To record amortization on $18.1 million of deferred financing costs associated with our acquisition-related borrowings, utilizing a weighted average maturity of eight years on an effective yield basis.
(5)	To record interest expense on our acquisition-related borrowings, assuming a weighted average interest rate of 7.14%.
(6)	To record reduction of interest expense on our senior secured credit facility as a result of the pay-down with net proceeds of our initial public offering.
(7)	To adjust income tax expense to reflect the adjustments identified in notes (2) through (6), at an effective tax rate of 40%.

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Emergency Medical Services Corporation

Unaudited Pro Forma Consolidated Statement of Operations

For the year ended August 31, 2004

	AMR and			Pro Forma			Pro Forma
	EmCare			Acquisition			Equity Offering
	Combined			Adjustments			Adjustments			Pro Forma
	(dollars in thousands)
Net revenue	$	1,604,598		$	—		$	—		$	1,604,598
Compensation and benefits		1,117,890			—			—			1,117,890
Operating expenses		218,277			—			—			218,277
Insurance expense		80,255			—			—			80,255
Selling, general and administrative expenses		47,899			—			—			47,899
Laidlaw fees and compensation charges		15,449			—			—			15,449	(1)
Depreciation and amortization expenses		52,739			3,134	(2)		—			55,873
Restructuring charges		2,115			—			—			2,115
Income (loss) from operations		69,974			(3,134	)		—			66,840
Interest expense		(9,961	)		6,223	(3)
					(46,528	) (4)(5)			(6)
Realized gain (loss) on investments		(1,140	)		—			—			(1,140	)
Early debt retirement costs		—			—			—			—
Interest and other income		240			—			—			240
Income (loss) before income taxes		59,113			(43,439	)
Income tax expense		(21,764	)		17,375	(7)			(7)
Net income (loss)	$	37,349		$	(26,064	)	$			$
Net income (loss) per share:

Basic	$
Diluted	$

(1) Represents certain Laidlaw fees and compensation charges, primarily relating to a compensation charge associated with the increase in the enterprise values of AMR and EmCare. Our estimated replacement costs for certain functions, are not recorded on the face of this pro forma statement of operations because we do not have a contract for each element of these costs. We will be required to replace certain functions and costs previously provided to us by Laidlaw and which comprise Laidlaw fees and compensation charges. Our estimate of these costs on an annual basis are:

Compensation and benefits costs for personnel providing internal audit and tax services	$	1,100
Directors and officers insurance		500
Selling, general and administrative expenses for external audit fees, treasury services and other costs		1,400
Sponsor management fee		1,000
	$	4,000

     We incurred $1.1 million of such costs in the five months ended June 30, 2005, excluding costs related to our acquisition of AMR and EmCare.

(2)	AMR and EmCare combined amortization expense includes amortization (over a 7-year period) of the finite life intangible assets of $89.0 million based on the value of identifiable intangible assets by an independent valuation group.
(3)	To eliminate interest expense charged on the Laidlaw payable.
(4)	To record amortization on $18.1 million of deferred financing costs associated with our acquisition-related borrowings, utilizing a weighted average maturity of eight years on an effective yield basis.
(5)	To record interest expense on our acquisition-related borrowings, assuming a weighted average interest rate of 7.14%.
(6)	To record reduction of interest expense on our senior secured credit facility as a result of the pay-down with net proceeds of our initial public offering.
(7)	To adjust income tax expense to reflect the adjustments identified in notes (2) through (6), at an effective tax rate of 40%.

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SELECTED COMBINED AND CONSOLIDATED FINANCIAL INFORMATION AND OTHER DATA

      The following table sets forth our selected combined or consolidated financial data for each of the periods indicated. Financial data for the year ended August 31, 2002 (Predecessor — Pre-Laidlaw Bankruptcy), nine months ended May 31, 2003 (Predecessor — Pre-Laidlaw Bankruptcy), as of and for the three months ended August 31, 2003 (Predecessor — Post-Laidlaw bankruptcy), the year ended August 31, 2004 (Predecessor — Post-Laidlaw Bankruptcy) and the five months ended January 31, 2005 (Predecessor — Post-Laidlaw Bankruptcy) are derived from our audited combined financial statements included in this prospectus. As a result of a correction to AMR’s method of calculating its accounts receivable allowances, we determined that the allowances were understated at various balance sheet dates. The audited combined financial statements included in this prospectus are restated to correct this error. There were no adjustments necessary to income subsequent to May 31, 2003. Financial data as of and for the five months ended January 31, 2004 (Predecessor — Post-Laidlaw Bankruptcy) and the three months and five months ended June 30, 2004 (Predecessor — Post-Laidlaw Bankruptcy) are derived from our unaudited combined financial statements included in this prospectus. Financial data as of and for the three months and five months ended June 30, 2005 are derived from our unaudited consolidated financial statements. Interim results are not necessarily indicative of the results to be expected for the entire fiscal year. You should read the information presented below in conjunction with “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our combined and consolidated financial statements and related notes contained elsewhere in this prospectus.

      The comparability of our selected historical financial data has been affected by a number of significant events and transactions. As we discuss more fully in note 1 — “Fresh-Start Accounting” of the notes to our audited combined financial statements, AMR’s and EmCare’s former parent, Laidlaw, and certain of its affiliates filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code. Although subsidiaries of Laidlaw, neither AMR nor EmCare was included in the bankruptcy filing. Laidlaw emerged from bankruptcy protection in June 2003. Laidlaw applied fresh-start accounting as of June 1, 2003 to AMR and EmCare and pushed down to us our share of the fresh-start accounting adjustments. As a result of the fresh-start change in the basis of accounting for our underlying assets and liabilities, our results of operations and cash flows have been separated as pre-June 1, 2003 and post-May 31, 2003.

      Effective as of January 31, 2005, we acquired AMR and EmCare from Laidlaw and, in connection with the acquisition, we changed our fiscal year to December 31 from August 31. For all periods prior to the acquisition, the AMR and EmCare businesses formerly owned by Laidlaw are referred to as the “Predecessor.” For all periods from and subsequent to the acquisition, these businesses are referred to as the “Successor.” As a result of the acquisition, we include as a reporting period of the Predecessor our pre-acquisition period ended January 31, 2005.

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		Predecessor (Pre-Acquisition)
		Pre-Laidlaw Bankruptcy																														Successor (Post-
		As Restated												Post-Laidlaw Bankruptcy																		Acquisition)
											Nine			Three												Three			Five			Three			Five
											Months			Months						Five Months						Months			Months			Months			Months
		Year Ended August 31,									Ended			Ended			Year Ended			Ended January 31,						Ended			Ended			Ended			Ended
											May 31,			August 31,			August 31,									June 30,			June 30,			June 30,			June 30,
		2000(1)			2001(2)			2002			2003			2003			2004			2004			2005			2004			2004			2005			2005
																				(unaudited)
		(unaudited)																								(unaudited)						(unaudited)
		(dollars in thousands)
Statement of Operations Data:
Net revenue		$	1,355,978		$	1,386,136		$	1,415,786		$	1,103,335		$	384,461		$	1,604,598		$	667,506		$	696,179		$	399,975		$	663,880		$	445,021		$	731,410
Compensation and benefits			980,731			976,330			960,590			757,183			264,604			1,117,890			461,923			481,305			280,364			464,610			307,308			502,998
Operating expenses			201,853			216,019			219,321			163,447			55,212			218,277			90,828			94,882			53,490			91,661			63,250			102,170
Insurance expense			78,079			117,374			66,479			69,576			34,671			80,255			40,393			39,002			22,865			36,865			22,427			39,334
Selling, general and administrative expenses			59,404			53,017			61,455			37,867			12,017			47,899			22,016			21,635			12,805			19,269			14,498			23,179
Laidlaw fees and compensation charges			7,320			7,260			5,400			4,050			1,350			15,449			6,436			19,857			3,862			6,436			—			—
Depreciation and amortization expense			99,957			66,286			67,183			32,144			12,560			52,739			22,079			18,808			13,160			21,958			14,136			23,988
Impairment losses			1,183,681			—			262,780			—			—			—			—			—			—			—			—			—
Restructuring charges			1,826			—			3,777			1,288			1,449			2,115			—			—			—			1,381			—			—
Laidlaw reorganization charges			—			9,198			8,761			3,650			—			—			—			—			—			—			—			—
Income (loss) from operations		$	(1,256,873	)	$	(59,348	)	$	(239,960	)	$	34,130		$	2,598		$	69,974		$	23,831		$	20,690		$	13,429		$	21,700		$	23,402		$	39,741
Interest expense			(95,087	)		(66,181	)		(6,418	)		(4,691	)		(908	)		(9,961	)		(4,137	)		(5,644	)		(3,073	)		(3,541	)		(13,646	)		(21,584	)
Realized gain (loss) on investments			—			—			—			—			90			(1,140	)		—			—			—			(52	)		33			(6	)
Interest and other income			86			222			369			304			22			240			1,403			714			12			48			81			94
Fresh-start accounting adjustments(3)			—			—			—			46,416			—			—			—			—			—			—			—			—
Income (loss) before income taxes and cumulative effect of change in accounting principle			(1,351,874	)		(125,307	)		(246,009	)		76,159			1,802			59,113			21,097			15,760			10,368			18,155			9,870			18,245
Income tax expense			(54,639	)		17,538			(1,374	)		(829	)		(8,633	)		(21,764	)		(8,558	)		(6,278	)		(4,794	)		(7,831	)		(3,821	)		(7,178	)
Income (loss) before cumulative effect of change in accounting principle			(1,406,513	)		(107,769	)		(247,383	)		75,330			(6,831	)		37,349			12,539			9,482			5,574			10,324			6,049			11,067
Cumulative effect of a change in accounting principle			(5,288	)		—			—			(223,721	)(4)		—			—			—			—			—			—			—			—
Net income (loss)		$	(1,411,801	)	$	(107,769	)	$	(247,383	)	$	(148,391	)	$	(6,831	)	$	37,349		$	12,539		$	9,482		$	5,574		$	10,324		$	6,049		$	11,067
Other Financial Data:
Cash flows provided by (used in):
	Operating activities	$	30,133		$	28,044		$	156,544		$	58,769		$	30,009		$	127,679		$	17,483		$	15,966					$	81,269					$	94,703
	Investing activities		(40,983	)		(36,442	)		(57,347	)		(98,835	)		(15,136	)		(81,516	)		(11,767	)		(21,667	)					(24,121	)					(875,235	)
	Financing activities		22,402			11,376			(36,066	)		(8,060	)		(47,222	)		(47,328	)		(5,501	)		10,856						(54,043	)					797,266
Capital expenditures		$	37,698		$	39,347		$	57,438	(5)	$	34,768		$	18,079		$	42,787		$	14,225		$	14,045					$	17,387						20,052
Ratio of earnings to fixed charges

	As of
	June 30, 2005
	(dollars in
	thousands)
Balance Sheet Data:
Cash and cash equivalents	$	31,365
Total assets		1,223,552
Long-term debt and capital lease obligations, including current maturities		605,924
Partners’ equity		230,860

(1)	Represents the combination of the audited financial statements of AMR and the unaudited financial statements of EmCare for the year ended August 31, 2000.
(2)	Represents the combination of the audited financial statements of AMR and EmCare for the year ended August 31, 2001.
(3)	See note 1 to our combined financial statements with respect to our fresh-start financial reporting.
(4)	Reflects an impairment of goodwill recorded in connection with the adoption of SFAS No. 142.
(5)	Includes $26.3 million financed through capital leases.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

      You should read the following discussion of our financial condition and results of operations with the audited combined financial statements, the notes to the audited combined financial statements and the “Selected Combined and Consolidated Financial Information and Other Data” appearing elsewhere in this prospectus. The following covers periods before the closing of the acquisition of AMR and EmCare. Accordingly, the discussion and analysis of historical periods do not reflect the impact the acquisition will have on us. In addition, this discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section of this prospectus. Our results may differ materially from those anticipated in any forward-looking statements.

Company Overview

      We are a leading provider of emergency medical services in the United States. We operate our business and market our services under the AMR and EmCare brands. AMR is the leading provider of ambulance transport services in the United States. EmCare is the leading provider of outsourced emergency department staffing and management services in the United States. Approximately 86% of our fiscal 2004 net revenue was generated under exclusive contracts. During fiscal 2004, we treated and transported approximately 9 million patients in more than 2,050 communities nationwide. For the fiscal year ended August 31, 2004, we generated net revenue of $1.6 billion, of which AMR and EmCare represented approximately 66% and 34%, respectively. Over the past two fiscal years, we increased our net revenue and EBITDA organically at compound annual growth rates, or CAGRs, of 6.5% and 14.7%, respectively.

American Medical Response

      Over its 50 years of operating history, AMR has developed the largest network of ambulance transport services in the United States. AMR has an 8% share of the total ambulance services market and a 21% share of the private provider ambulance market. During fiscal 2004, AMR treated and transported approximately 3.7 million patients in 34 states. AMR has approximately 2,550 contracts with communities, government agencies, healthcare providers and insurers to provide ambulance services. AMR’s broad geographic footprint enables us to contract on a national and regional basis with managed care and insurance companies. AMR has made significant investments in technology, customer service plans, employee training and risk mitigation programs to deliver a compelling value proposition to our customers, which we believe has led to industry-leading contract retention rates.

      For fiscal 2004, approximately 57% of AMR’s net revenue was generated from emergency 911 ambulance transport services. Non-emergency ambulance transport services, including critical care transfer, wheelchair transports and other interfacility transports, or IFTs, accounted for 32% of AMR’s net revenue for the same period, with the balance generated from the provision of training, dispatch centers and other services to communities and public safety agencies. For fiscal 2004, AMR generated net revenue of $1,054.8 million.

EmCare

      Over its 33 years of operating history, EmCare has become the largest provider of outsourced emergency department staffing and related management services to healthcare facilities. EmCare has a 6% share of the total emergency department services market and a 9% share of the outsourced emergency department services market. In addition, EmCare has become one of the leading providers of hospitalist services, with hospitalist-related net revenue increasing from $7.2 million in fiscal 2001 to $23.5 million in fiscal 2004. A hospitalist is a physician who specializes in the care of acutely ill patients in an in-patient setting. During fiscal 2004, EmCare had approximately 5.3 million patient visits in 38 states.

      EmCare primarily provides emergency department staffing and related management services to healthcare facilities. EmCare recruits and hires or subcontracts with physicians and other healthcare professionals, who then provide professional services within the healthcare facilities with which we contract. We also provide

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billing and collection, risk management and other administrative services to our healthcare professionals and to independent physicians. EmCare has 329 contracts with hospitals and independent physician groups to provide emergency department, hospitalist and radiology staffing, and related management and other administrative services. We believe that EmCare’s successful physician recruitment and retention, high level of customer service and advanced risk management programs have resulted in high contract retention rates and continued growth in new customers. For the year ended August 31, 2004, EmCare generated net revenue of $549.8 million.

Key Factors and Measures We Use to Evaluate Our Business

      The key factors and measures we use to evaluate our business focus on the number of patients we treat and transport and the costs we incur to provide the necessary care and transportation for each of our patients.

      We evaluate our revenue net of provisions for contractual payor discounts and provisions for uncompensated care. Medicaid, Medicare and certain other payors receive discounts from our standard charges, which we refer to as contractual discounts. In addition, individuals we treat and transport may be personally responsible for a deductible or co-pay under their third party payor coverage, and most of our contracts require us to treat and transport patients who have no insurance or other third party payor coverage. Due to the uncertainty regarding collectibility of charges associated with services we provide to these patients, which we refer to as uncompensated care, our net revenue recognition is based on expected cash collections. Our net revenue is gross billings after provisions for contractual discounts and estimated uncompensated care. Provisions for contractual discounts and uncompensated care have increased historically primarily as a result of increases in gross billing rates. The table below summarizes our approximate payor mix as a percentage of both net revenue and total transports and patient visits for fiscal years 2003 and 2004.

		Percentage of						Percentage of Total
		Net Revenue						Transports and Visits
		Year Ended August 31,						Year Ended August 31,
		2003			2004			2003			2004
Medicare			27.4	%		27.3	%		25.5	%		25.8	%
Medicaid			5.3			5.2			11.8			12.3
Commercial insurance and managed care			47.3			47.7			42.2			41.4
Self-pay			4.7			4.0			20.5			20.5
Subsidies and fees			15.3			15.8			0.0			0.0
	Total		100.0	%		100.0	%		100.0	%		100.0	%

      In addition to continually monitoring our payor mix, we also analyze the following key factors and measures in each of our business segments:

AMR

      Approximately 89% of AMR’s fiscal 2004 net revenue was transport revenue derived from the treatment and transportation of patients based on billings to third party payors and healthcare facilities. The balance of AMR’s net revenue is derived from direct billings to communities and government agencies for the provision of training, dispatch center and other services. AMR’s measures for transport net revenue include:

•  Transports. We utilize transport data, including the number and types of transports, to evaluate net revenue and as the basis by which we measure certain costs of the business. We segregate transports into two main categories — ambulance transports (including emergency, as well as non-emergency critical care and other interfacility transports) and wheelchair transports — due to the significant differences in reimbursement and the associated costs of providing ambulance and wheelchair transports. As a result of these differences, in certain analyses we weight our transport numbers according to category in an effort to better measure net revenue and costs.

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•  Net revenue per transport. Net revenue per transport reflects the expected net revenue for each transport based on gross billings less all estimated provisions for contractual discounts and uncompensated care. In order to better understand the trends across business segments and in our transport rates, we analyze our net revenue per transport based on weighted transports to reflect the differences in our transportation mix.

      The change from period to period in the number of transports is influenced by increases in transports in existing markets from both new and existing facilities we serve for non-emergency transports, and the effects of general community conditions for emergency transports. The general community conditions may include (1) the timing, location and severity of influenza, allergens and other annually recurring viruses, (2) severe weather that affects a region’s health status and/or infrastructure and (3) community-specific demographic changes.

      The costs we incur in our AMR business segment consist primarily of compensation and benefits for ambulance crews and support personnel, direct and indirect operating costs to provide transportation services, and costs related to accident and insurance claims. AMR’s key cost measures include:

•  Unit hours and cost per unit hour. Our measurement of a unit hour is based on a fully staffed ambulance or wheelchair van for one operating hour. We use unit hours and cost per unit hour to measure compensation-related costs and the efficiency of our deployed resources. We monitor unit hours and cost per unit hour on a combined basis, as well as on a segregated basis between ambulance and wheelchair transports.

•  Operating costs per transport. Operating costs per transport is comprised of certain direct operating costs, including vehicle operating costs, medical supplies and other transport-related costs, but excluding compensation-related costs. Monitoring operating costs per transport allows us to better evaluate cost trends and operating practices of our regional and local management teams.

•  Accident and insurance claims. We monitor the number and magnitude of all accident and insurance claims in order to measure the effectiveness of our risk management programs. Depending on the type of claim (workers compensation, auto, general or professional liability), we monitor our performance by utilizing various bases of measurement, such as net revenue, miles driven, number of vehicles operated, compensation dollars, and number of transports.

      We estimate that the impact of the Balanced Budget Act of 1997, or BBA, ambulance service rate decreases, as modified by the phase-in provisions of the Medicare Modernization Act, resulted in a decrease in AMR’s net revenue for fiscal 2003 and fiscal 2004 of approximately $20 million and $11 million, respectively, will result in an increase in AMR’s net revenue of approximately $13 million in calendar 2005, and will result in a decrease in AMR’s net revenue of approximately $17 million in 2006 and continuing decreases thereafter to 2010. Although we have been able to substantially mitigate the phased-in reductions of the BBA through additional fee and subsidy increases, we may not be able to continue to do so.

      We have focused our risk mitigation efforts on employee training for proper patient handling techniques, development of clinical and medical equipment protocols, driving safety, implementation of technology to reduce auto incidents and other risk mitigation processes which we believe has resulted in a reduction in the frequency, severity and development of claims. We continue to see positive trends in our claims costs but cannot assure you that these trends will continue.

EmCare

      Of EmCare’s fiscal 2004 net revenue, approximately 96% was derived from our hospital contracts for emergency department staffing, hospitalist and radiology services and other management services. Of this revenue, approximately 75% was generated from billings to third party payors for patient visits and approximately 25% was generated from billings to hospitals and affiliated physician groups for professional services. EmCare’s key net revenue measures are:

•  Number of contracts. This reflects the number of contractual relationships we have for outsourced emergency department staffing and related management services, hospitalist services and other

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	management services. We analyze the change in our number of contracts from period to period based on “net new contracts,” which is the difference between total new contracts and contracts that have terminated.
•	Revenue per patient visit. This reflects the expected net revenue for each patient visit based on gross billings less all estimated provisions for contractual discounts and uncompensated care. Net revenue per patient visit also includes net revenue from billings to third party payors and hospitals.

      The change from period to period in the number of patient visits under our “same store” contracts is influenced by general community conditions as well as hospital-specific elements, many of which are beyond our direct control. The general community conditions include (1) the timing, location and severity of influenza, allergens and other annually recurring viruses and (2) severe weather that affects a region’s health status and/or infrastructure. Hospital-specific elements include the timing and extent of facility renovations, hospital staffing issues and regulations that affect patient flow through the hospital.

      The costs incurred in our EmCare business segment consist primarily of compensation and benefits for physicians and other professional providers, professional liability costs, and contract and other support costs. EmCare’s key cost measures include:

•  Provider compensation per patient visit. Provider compensation per patient visit includes all compensation and benefit costs for all professional providers, including physicians, physician assistants and nurse practitioners, during each patient visit. Providers include all full-time, part-time and independently contracted providers. Analyzing provider compensation per patient visit enables us to monitor our most significant cost in performing under our contracts.

•  Professional liability costs. These costs include provisions for estimated losses for actual claims, and claims likely to be incurred in the period, within our self-insurance limits based on our past loss experience, as well as actual direct costs, including investigation and defense costs, claims payments, reinsurance costs and other costs related to provider professional liability.

      Medicare pays for all physicians’ services based upon a national fee schedule. The rate formula may result in significant yearly fluctuations which may be unrelated to changes in the actual cost of providing physician services. Initially, the physician fee schedule update for 2004 called for a payment decrease of 4.5%. Subsequently, Congress authorized a 1.5% increase that negated the planned rate cuts, and also provided a 1.5% rate increase for 2005. We currently expect that the fee schedule will provide for a 4.3% decrease to physician rates effective January 1, 2006, which would result in a decrease in EmCare’s 2006 net revenue of approximately $5.7 million.

      We have developed extensive professional liability risk mitigation processes, including risk assessments on medical professionals and hospitals, extensive incident reporting and tracking processes, clinical fail-safe programs, training and education and other risk mitigation programs which we believe have resulted in a continued reduction in the frequency, severity and development of claims. We continue to see positive trends in our claims costs but cannot assure you that these trends will continue.

Results of Operations

Basis of Presentation

      As we discuss more fully in note 1 — “Fresh-Start Accounting” of the notes to our audited combined financial statements, AMR’s and EmCare’s former parent, Laidlaw, and certain of its affiliates filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code. Although subsidiaries of Laidlaw, neither AMR nor EmCare was included in the bankruptcy filing. Laidlaw emerged from bankruptcy protection in June 2003. Laidlaw applied push-down accounting as of June 1, 2003 to AMR and EmCare and allocated to us our share of the fresh-start accounting adjustments. For financial statement purposes, for periods prior to February 1, 2005, AMR and EmCare combined are our Predecessor. As a result of the application of push-down accounting and the fresh-start change in the basis of accounting for our underlying assets and liabilities, our results of operations and cash flows have been separated further as pre-June 1, 2003

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(referred to as the Predecessor — Pre-Laidlaw Bankruptcy) and post-May 31, 2003 and pre-February 1, 2005 (referred to as the Predecessor — Post-Laidlaw Bankruptcy).

      Effective as of January 31, 2005, we acquired EmCare and AMR from Laidlaw and in connection with the acquisition we changed our fiscal year to December 31 from August 31. For all periods prior to the acquisition, the AMR and EmCare businesses formerly owned by Laidlaw are referred to as the “Predecessor.” For all periods subsequent to the acquisition, the business is referred to as the “Successor.” As a result of the acquisition, we include as a reporting period of the Predecessor our pre-acquisition period ended January 31, 2005.

      We have made no comparisons for our financial results or cash flows and other liquidity measures for the Predecessor — Post-Laidlaw Bankruptcy’s three months ended August 31, 2003 or for the Predecessor — Post-Laidlaw Bankruptcy’s financial results or cash flows and other liquidity measures for the nine months ended May 31, 2003. As the length of these periods is significantly different from the length of any corresponding comparative periods, these results are not comparable in absolute dollar terms.

      However, to facilitate the identification of certain business trends, we compare the financial results and cash flows for the year ended August 31, 2004 for the Predecessor — Post-Laidlaw Bankruptcy to:

•  the combined financial results and cash flows for the year ended August 31, 2003, which represents the financial results and cash flows for the Predecessor — Post-Laidlaw Bankruptcy for the three months ended August 31, 2003 and the financial results and cash flows for the Predecessor — Pre-Laidlaw Bankruptcy for the nine months ended May 31, 2003, and

•  our Predecessor — Pre-Laidlaw Bankruptcy’s financial results for the year ended August 31, 2002.

      The combined year ended August 31, 2003 presented below does not comply with SOP 90-7, which calls for separate reporting for the Predecessor — Post-Laidlaw Bankruptcy and the Predecessor — Pre-Laidlaw Bankruptcy. Additionally, for the reasons described in note 1 and due to other non-recurring adjustments, the Predecessor — Pre-Laidlaw Bankruptcy’s financial statements for the periods prior to Laidlaw’s emergence from bankruptcy may not be comparable to our Predecessor — Post-Laidlaw Bankruptcy’s financial statements and results of operations which are for periods after Laidlaw’s emergence from bankruptcy. Investors should, therefore, review this material with caution and should not rely solely on the information concerning the Predecessor — Pre-Laidlaw Bankruptcy or the combined financial results for the year ended August 31, 2003 as being indicative of our future results or as providing an accurate comparison of financial performance from period to period.

      The following table presents, for the periods indicated, information expressed as a percentage of net revenue. This information has been derived from our audited combined statements of operations, which include both our AMR and our EmCare business segments, for the years ended August 31, 2002, 2003 and 2004 and the five months ended January 31, 2005, respectively, from our unaudited combined statements of operations for the five months ended January 31, 2004 and the three months and five months ended June 30, 2004, respectively, and from our unaudited consolidated statements of operations for the three months and five months ended June 30, 2005.

Hurricane Katrina and our Gulf Coast Operations

      AMR provides ambulance services in Gulfport and Biloxi, Mississippi and several other Gulf Coast communities. Although our dispatch center was damaged by Hurricane Katrina and we had damage to a small number of vehicles, we were able to maintain communications through our use of back-up generators and other emergency supplies. We have worked closely with FEMA and other federal, state and local agencies and have deployed additional ambulance transportation resources where they were most needed, particularly in the coastal areas of Mississippi, Louisiana and Alabama. We have deployed more than 100 additional ambulances and nearly 300 paramedics, EMTs and other professionals to aid the rescue effort in the Gulf Coast, including the deployment of additional resources to aid in the transport of evacuees to medical facilities in Texas.

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      EmCare operations were generally unaffected by Katrina, with only one facility in the affected area. EmCare deployed additional resources to assist those operations, and we have experienced a volume increase in certain facilities in adjacent states where evacuees were relocated.

      We have been able to maintain our normal operations in areas outside the Gulf Coast, notwithstanding our transfer of resources to that area. We expect that, for the foreseeable future, our AMR operations in Mississippi will continue to be negatively affected by the aftermath of Hurricane Katrina, and that we will continue to provide additional resources to assist local recovery efforts throughout the region.

58

Combined and Consolidated Results of Operations and as a Percentage of Net Revenue

	Predecessor
																						Successor
	Year Ended August 31,
										Five Months						Three Months			Five Months			Three Months			Five Months
										Ended						Ended			Ended			Ended			Ended
	As Restated									January 31,						June 30,			June 30,			June 30,			June 30,
	2002			2003			2004			2004			2005			2004			2004			2005			2005
										(unaudited)
																(unaudited)						(unaudited)
Net revenue	$	1,415,786		$	1,487,796		$	1,604,598		$	667,506		$	696,179		$	399,975		$	663,880		$	445,021		$	731,410
Compensation and benefits		960,590			1,021,787			1,117,890			461,923			481,305			280,364			464,610			307,308			502,998
Operating expenses		219,321			218,659			218,277			90,828			94,882			53,490			91,661			63,250			102,170
Insurance expense		66,479			104,247			80,255			40,393			39,002			22,865			36,865			22,427			39,334
Selling, general and administrative expenses		61,455			49,884			47,899			22,016			21,635			12,805			19,269			14,498			23,179
Laidlaw fees and compensation charges(1)		5,400			5,400			15,449			6,436			19,857			3,862			6,436			—			—
Depreciation and amortization expenses		67,183			44,704			52,739			22,079			18,808			13,160			21,958			14,136			23,988
Impairment losses		262,780			—			—			—			—			—			—			—			—
Restructuring charges		3,777			2,737			2,115			—			—			—			1,381			—			—
Laidlaw reorganization costs		8,761			3,650			—			—			—			—			—			—			—
Income (loss) from operations		(239,960	)		36,728			69,974			23,831			20,690			13,429			21,700			23,402			39,741
Interest expense		(6,418	)		(5,599	)		(9,961	)		(4,137	)		(5,644	)		(3,073	)		(3,541	)		(13,646	)		(21,584	)
Realized gain (loss) on investments		—			90			(1,140	)		—			—			—			(52	)		33			(6	)
Interest and other income		369			326			240			1,403			714			12			48			81			94
Fresh-start accounting adjustments		—			46,416			—			—			—			—			—			—			—
Income tax expense		(1,374	)		(9,462	)		(21,764	)		(8,558	)		(6,278	)		(4,794	)		(7,831	)		(3,821	)		(7,178	)
Net income	$	(247,383	)	$	68,499		$	37,349		$	12,539		$	9,482		$	5,574		$	10,324		$	6,049		$	11,067

(1) Amounts include specifically allocated compensation costs and the Laidlaw fees and compensation charges allocated to AMR and EmCare by Laidlaw pursuant to a formula based upon each company’s share of Laidlaw’s consolidated revenue.

										Predecessor												Successor
	Year Ended August 31,
										Five Months						Three Months			Five Months			Three Months			Five Months
										Ended						Ended			Ended			Ended			Ended
	As Restated									January 31,						June 30,			June 30,			June 30,			June 30,
	2002			2003			2004			2004			2005			2004			2004			2005			2005
										(unaudited)
																(unaudited)						(unaudited)
Net revenue		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Compensation and benefits		67.8			68.7			69.7			69.2			69.1			70.1			70.0			69.1			68.8
Operating expenses		15.5			14.7			13.6			13.6			13.6			13.4			13.8			14.2			14.0
Insurance expense		4.7			7.0			5.0			6.1			5.6			5.7			5.6			5.0			5.4
Selling, general and administrative expenses		4.3			3.4			3.0			3.3			3.1			3.2			2.9			3.3			3.2
Laidlaw fees and compensation charges(1)		0.4			0.4			1.0			1.0			2.9			1.0			1.0			—			—
Depreciation and amortization expense		4.7			3.0			3.3			3.3			2.7			3.3			3.3			3.1			3.3
Impairment losses		18.6			—			—			—			—			—			—			—			—
Restructuring charges		0.3			0.2			0.1			—			—			—			0.2			—			—
Laidlaw reorganization costs		0.6			0.2			—			—			—			—			—			—			—
Income (loss) from operations		(16.9	)%		2.5	%		4.4	%		3.6	%		3.0	%		3.4	%		3.3	%		5.3	%		5.4	%

(1) Amounts include specifically allocated compensation costs and the Laidlaw fees and compensation charges allocated to AMR and EmCare by Laidlaw pursuant to a formula based upon each company’s share of Laidlaw’s consolidated revenue.

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AMR

	Predecessor
	Year Ended August 31,																Five Months Ended January 31,																				Successor
	As Restated																										Three					Five					Three					Five
																											Months					Months					Months					Months
				% of					% of					% of					% of					% of			Ended		% of			Ended		% of			Ended		% of			Ended		% of
				Net					Net					Net					Net					Net			June 30,		Net			June 30,		Net			June 30,		Net			June 30,		Net
	2002			Revenue			2003		Revenue			2004		Revenue			2004		Revenue			2005		Revenue			2004		Revenue			2004		Revenue			2005		Revenue			2005		Revenue
																	(unaudited)										(unaudited)										(unaudited)
	(dollars in thousands)
Net revenue	$	984,451			100.0	%	$	1,007,151		100.0	%	$	1,054,800		100.0	%	$	441,956		100.0	%	$	455,059		100.0	%	$	259,713		100.0	%	$	434,294		100.0	%	$	284,694		100.0	%	$	469,804		100.0	%
Compensation and benefits		627,818			63.8			647,255		64.3			687,221		65.2			287,736		65.1			289,733		63.7			169,914		65.4			282,869		65.1			180,765		63.5			296,139		63.0
Operating expenses		195,335			19.8			195,105		19.4			194,398		18.4			80,277		18.2			83,910		18.4			47,676		18.4			81,827		18.8			56,138		19.7			91,282		19.4
Insurance expense		36,079			3.7			67,409		6.7			44,272		4.2			22,669		5.1			22,437		4.9			12,380		4.8			19,504		4.5			11,798		4.1			20,937		4.5
Selling, general and administrative expenses		44,686			4.5			35,078		3.5			32,217		3.1			16,175		3.7			15,721		3.5			7,812		3.0			12,052		2.8			10,553		3.7			16,202		3.4
Laidlaw fees and compensation charges(1)		3,600			0.4			3,600		0.4			9,020		0.9			3,758		0.9			9,399		2.1			2,255		0.9			3,758		0.9			—					—
Depreciation and amortization expense		62,223			6.3			39,273		3.9			43,629		4.1			18,278		4.1			16,394		3.6			10,849		4.2			18,127		4.2			11,490		4.0			19,465		4.1
Impairment losses		262,780			26.7			—					—					—					—					—					—		—			—					—
Restructuring charges		3,777			0.4			2,737		0.3			2,115		0.2			—					—					—					1,381		0.3			—					—
Income (loss) from operations	$	(251,847	)		(25.6	)%	$	16,694		1.7	%	$	41,928		4.0	%	$	13,063		3.0	%	$	17,465		3.8	%	$	8,827		3.4	%	$	14,776		3.4	%	$	13,950		4.9	%	$	25,779		5.5	%

(1) Amounts include specifically allocated compensation costs and the Laidlaw fees and compensation charges allocated to AMR by Laidlaw pursuant to a formula based upon AMR’s share of Laidlaw’s consolidated revenue.

EmCare

	Predecessor
	Year Ended August 31,															Five Months Ended January 31,																				Successor
																										Three					Five					Three					Five
																										Months					Months					Months					Months
			% of					% of					% of					% of					% of			Ended		% of			Ended		% of			Ended		% of			Ended		% of
			Net					Net					Net					Net					Net			June 30,		Net			June 30,		Net			June 30,		Net			June 30,		Net
	2002		Revenue			2003		Revenue			2004		Revenue			2004		Revenue			2005		Revenue			2004		Revenue			2004		Revenue			2005		Revenue			2005		Revenue
																(unaudited)										(unaudited)										(unaudited)
	(dollars in thousands)
Net revenue	$	431,335		100.0	%	$	480,645		100.0	%	$	549,798		100.0	%	$	225,550		100.0	%	$	241,120		100.0	%	$	140,262		100.0	%	$	229,586		100.0	%	$	160,327		100.0	%	$	261,606		100.0	%
Compensation and benefits		332,772		77.1			374,532		77.9			430,669		78.3			174,187		77.2			191,572		79.5			110,450		78.7			181,741		79.2			126,543		78.9			206,859		79.1
Operating expenses		23,986		5.6			23,554		4.9			23,879		4.3			10,551		4.7			10,972		4.6			5,814		4.1			9,834		4.3			7,112		4.4			10,888		4.2
Insurance expense		30,400		7.0			36,838		7.7			35,983		6.5			17,724		7.9			16,565		6.9			10,485		7.5			17,361		7.6			10,629		6.6			18,397		7.0
Selling, general and administrative expenses		16,769		3.9			14,806		3.1			15,682		2.9			5,841		2.6			5,914		2.5			4,993		3.6			7,217		3.1			3,945		2.5			6,977		2.7
Laidlaw fees and compensation charges(1)		1,800		0.4			1,800		0.4			6,429		1.2			2,678		1.2			10,458		4.3			1,607		1.1			2,678		1.2			—					—
Depreciation and amortization expense		4,960		1.1			5,431		1.1			9,110		1.7			3,801		1.7			2,414		1.0			2,311		1.6			3,831		1.7			2,646		1.7			4,523		1.7
Impairment losses		—					—					—					—					—					—					—					—					—
Laidlaw reorganization costs		8,761		2.0			3,650		0.8			—					—					—					—					—					—					—
Income (loss) from operations	$	11,887		2.8	%	$	20,034		4.2	%	$	28,046		5.1	%	$	10,768		4.8	%	$	3,225		1.3	%	$	4,602		3.3	%	$	6,924		3.0	%	$	9,452		5.9	%	$	13,962		5. 3	%

(1) Amounts include specifically allocated compensation costs and the Laidlaw fees and compensation charges allocated to EmCare by Laidlaw pursuant to a formula based upon EmCare’s share of Laidlaw’s consolidated revenue.

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Five months ended June 30, 2005 (Successor) compared to the five months ended June 30, 2004 (Predecessor)

      Interest expense. Interest expense for the five months ended June 30, 2005 was $21.6 million compared to $3.5 million for the five months ended June 30, 2004. The $18.1 million increase relates to the additional debt incurred as part of the acquisition of AMR and EmCare by EMS L.P.

      Income tax expense. Income tax expense for the five months ended June 30, 2005 was $7.2 million compared to $7.8 million for the five months ended June 30, 2004. The $0.6 million decrease relates primarily to the additional interest expense recorded during the 2005 period.

AMR

      Net revenue. Net revenue for the five months ended June 30, 2005 was $469.8 million, an increase of $35.5 million, or 8.2%, from $434.3 million for the five months ended June 30, 2004. The increase in net revenue was due primarily to an increase in our net revenue per weighted transport of approximately 7.2%. The increase in net revenue per weighted transport was the result of rate increases in several of our operating markets and Medicare rate increases under the Medicare Modernization Act. In addition, we had a net increase of approximately 10,800 weighted transports. We had an increase in weighted transports of 55,300, or 4.7%, offset by a decrease of approximately 44,500 weighted transports and $8.9 million in net revenue for the five months ended June 30, 2005 as a result of exiting the Pinellas County, Florida market in September 2004.

      Compensation and benefits. Compensation and benefits costs for the five months ended June 30, 2005 were $296.1 million, or 63.0% of net revenue, compared to $282.9 million, or 65.1% of net revenue, for the five months ended June 30, 2004. Total unit hours increased period over period by approximately 19,800 due to the increase in ambulance transport volume. In addition, ambulance crew wages per ambulance unit hour increased by 5.0%, which increased compensation costs by $7.7 million. The ambulance crew wages per ambulance unit hour increase resulted principally from annual salary increases. Benefits costs increased $2.8 million due to increased health benefit claim costs and health insurance premiums. The exit from the Pinellas County, Florida market decreased ambulance unit hours by 97,400 and compensation and benefits costs by $6.7 million in 2005 compared to 2004.

      Operating expenses. Operating expenses for the five months ended June 30, 2005 were $91.3 million, or 19.4% of net revenue, compared to $81.8 million, or 18.8% of net revenue, for the five months ended June 30, 2004. Operating expenses per weighted transport increased 10.6% in 2005 compared to the prior period. The change is due primarily to additional fuel and vehicle repair costs of approximately $3.1 million and an increase in external services of $1.9 million. Costs for external services grew as a result of increased ambulance transport volumes and professional fees of $1.2 million, primarily related to audit fees and consulting fees for valuations we incurred in connection with our acquisition of AMR. Other operating costs, including medical supplies, occupancy, telecommunications and other expenses, increased by approximately $3.3 million, but remained flat as a percentage of net revenue compared to the prior period.

      Insurance expense. Insurance expense for the five months ended June 30, 2005 was $20.9 million, or 4.5% of net revenue, compared to $19.5 million, or 4.5% of net revenue, for the same period in 2004. The five months ended June 30, 2005 and 2004 included comparable reductions of reserves based on favorable development of claims costs and reserve estimates.

      Selling, general and administrative. Selling, general and administrative expense for the five months ended June 30, 2005 was $16.2 million, or 3.4% of net revenue, compared to $12.1 million, or 2.8% of net revenue, for the five months ended June 30, 2004. The five months ended June 30, 2004 includes a one-time reversal of an accrued liability of $1.8 million and payroll tax refunds related to prior periods of $2.0 million offset by $0.2 million of Onex management fees and D&O insurance coverage.

      Laidlaw fees and compensation charges. AMR did not incur Laidlaw fees and compensation charges for the five months ended June 30, 2005 as it was no longer a subsidiary of Laidlaw International, Inc. For the five months ended June 30, 2004, these fees and charges were $3.8 million, or 0.9% of net revenue. Costs

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of $1.5 million that we have incurred to date to replace the services previously performed by Laidlaw are included in the statement of operations for the five months ended June 30, 2005.

      Restructuring charges. AMR did not incur restructuring charges during the five months ended June 30, 2005. Restructuring charges of $1.4 million recorded during the five months ended June 30, 2004 relate to a reduction in the number of operating regions. Oversight of the affected operations was shifted to the remaining regional management teams.

      Depreciation and amortization. Depreciation and amortization expense for the five months ended June 30, 2005 was $19.5 million, or 4.1% of net revenue, compared to $18.1 million, or 4.2% of net revenue, for the five months ended June 30, 2004.

EmCare

      Net revenue. Net revenue for the five months ended June 30, 2005 was $261.6 million, an increase of $32.0 million, or 13.9%, from $229.6 million for the five months ended June 30, 2004. The increase was due primarily to an increase in patient visits from net new hospital contracts and net revenue increases in existing contracts. Following June 30, 2004, we added 27 net new contracts which accounted for a net revenue increase of $17.8 million for the five months ended June 30, 2005. Net revenue under our “same store” contracts (contracts in existence for the entirety of both fiscal periods) increased $14.2 million in the five months ended June 30, 2005 due to a 4.4% increase in patient visits and by a 2.1% increase in net revenue per patient visit.

      Compensation and benefits. Compensation and benefits costs for the five months ended June 30, 2005 were $206.9 million, or 79.1% of net revenue, compared to $181.7 million, or 79.2% of net revenue, for the five months ended June 30, 2004. Provider compensation and benefits costs increased $12.5 million from net new contract additions. Of this increase, $8.6 million was attributable to an increase in provider compensation costs related primarily to an increase in patient visits.

      Operating expenses. Operating expenses for the five months ended June 30, 2005 were $10.9 million, or 4.2% of net revenue, compared to $9.8 million, or 4.3% of net revenue, for the five months ended June 30, 2004. Operating expenses increased due to net new contract additions but remained consistent as a percentage of net revenue.

      Insurance expense. Professional liability insurance expense for the five months ended June 30, 2005 was $18.4 million, or 7.0% of net revenue, compared to $17.4 million, or 7.6% of net revenue, for the five months ended June 30, 2004. The decrease as a percent of revenue is due to continued favorable improvement in ultimate claims costs.

      Selling, general and administrative. Selling, general and administrative expense for the five months ended June 30, 2005 was $7.0 million, or 2.7% of net revenue, compared to $7.2 million, or 3.1% of net revenue, for the five months ended June 30, 2004. The $0.2 million decrease in selling, general and administrative expense includes a decrease of $1.1 million related to the Laidlaw long-term incentive compensation plan which is no longer in effect, offset by $0.9 million of legal fees and settlements, Onex management fees and D&O insurance coverage.

      Laidlaw fees and compensation charges. EmCare did not incur Laidlaw fees and compensation charges for the five months ended June 30, 2005 as it was no longer a subsidiary of Laidlaw International, Inc. For the five months ended June 30, 2004, these fees and charges were $2.7 million, or 1.2% of net revenue. Costs of $0.8 million that we have incurred to date to replace the services previously performed by Laidlaw are included in the statement of operations for the five months ended June 30, 2005.

      Depreciation and amortization. Depreciation and amortization expense for the five months ended June 30, 2005 was $4.5 million, or 1.7% of net revenue, compared to $3.8 million, or 1.7% of net revenue, for the five months ended June 30, 2004.

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Three months ended June 30, 2005 (Successor) compared to the three months ended June 30, 2004 (Predecessor)

      Interest expense. Interest expense for the three months ended June 30, 2005 was $13.6 million compared to $3.1 million for the three months ended June 30, 2004. The $10.5 million increase relates to the additional debt incurred as part of the acquisition of AMR and EmCare by EMS L.P.

      Income tax expense. Income tax expense for the three months ended June 30, 2005 was $3.8 million compared to $4.8 million for the three months ended June 30, 2004. The $1.0 million decrease relates primarily to the additional interest expense recorded during the 2005 period.

AMR

      Net revenue. Net revenue for the three months ended June 30, 2005 was $284.7 million, an increase of $25.0 million, or 9.6%, from $259.7 million for the three months ended June 30, 2004. The increase in net revenue was due primarily to an increase in our net revenue per weighted transport of approximately 7.9%. The increase in net revenue per weighted transport was the result of rate increases in several of our operating markets and Medicare rate increases under the Medicare Modernization Act. In addition, we had a net increase of approximately 11,700 weighted transports. We had an increase in weighted transports of 38,000, or 5.4%, primarily as a result of an increase in ambulance transports from new and existing facilities we serve in our current markets and from favorable demographic growth. This increase was offset by a decrease of approximately 26,300 weighted transports and $5.2 million in net revenue for the three months ended June 30, 2005 as a result of exiting the Pinellas County, Florida market in late September 2004.

      Compensation and benefits. Compensation and benefits costs for the three months ended June 30, 2005 were $180.8 million, or 63.5% of net revenue, compared to $169.9 million, or 65.4% of net revenue, for the three months ended June 30, 2004. Total unit hours increased period over period by approximately 47,400, due to the increase in ambulance transport volume. In addition, ambulance crew wages per ambulance unit hour increased by approximately 4.7%, which increased compensation costs by $4.4 million. The ambulance crew wages per ambulance unit hour increase resulted principally from annual salary increases. Benefits costs increased $1.5 million due to rising costs of health insurance premiums and increased health benefit claims. The exit from the Pinellas County, Florida market decreased ambulance unit hours by 57,400 and compensation and benefits costs by $3.9 million.

      Operating expenses. Operating expenses for the three months ended June 30, 2005 were $56.1 million, or 19.7% of net revenue, compared to $47.7 million, or 18.4% of net revenue, for the three months ended June 30, 2004. Operating expenses per weighted transport increased 15.9% in 2005 compared to the prior period. The change is due primarily to additional fuel and vehicle repair costs of approximately $2.2 million, and increases in medical supplies, external services and professional fees of $1.1 million, $1.8 million and $1.4 million, respectively. External services increased due to contract changes, increased ambulance transport volumes and professional fees related to audit and consulting fees for valuations we incurred in connection with our acquisition of AMR. Other operating costs, including occupancy, telecommunications and other expenses, increased by approximately $1.9 million, but remained relatively flat as a percentage of net revenue compared to the prior period.

      Insurance expense. Insurance expense for the three months ended June 30, 2005 was $11.8 million, or 4.1% of net revenue, compared to $12.4 million, or 4.8% of net revenue, for the same period in 2004. The three months ended June 30, 2005 included a $2.2 million reduction of ultimate claims estimates based on favorable development of claims costs and reserve estimates.

      Selling, general and administrative. Selling, general and administrative expense for the three months ended June 30, 2005 was $10.6 million, or 3.7% of net revenue, compared to $7.8 million, or 3.0% of net revenue, for the three months ended June 30, 2004. The three months ended June 30, 2004 includes payroll tax refunds related to prior periods of approximately $2.0 million.

      Laidlaw fees and compensation charges. AMR did not incur Laidlaw fees and compensation charges for the three months ended June 30, 2005 as it was no longer a subsidiary of Laidlaw International, Inc. For

63

the three months ended June 30, 2004, these fees and charges were $2.3 million, or 0.9% of net revenue. Costs of $1.1 million that we incurred to date to replace the services previously performed by Laidlaw are included in the statement of operations for the three months ended June 30, 2005.

      Depreciation and amortization. Depreciation and amortization expense for the three months ended June 30, 2005 was $11.5 million, or 4.0% of net revenue, compared to $10.8 million, or 4.2% of net revenue, for the three months ended June 30, 2004.

EmCare

      Net revenue. Net revenue for the three months ended June 30, 2005 was $160.3 million, an increase of $20.0 million, or 14.3%, from $140.3 million for the three months ended June 30, 2004. The increase was due primarily to an increase in patient visits from net new hospital contracts and net revenue increases in existing contracts. Following June 30, 2004, we added 27 net new contracts which accounted for a net revenue increase of $12.1 million for the three months ended June 30, 2005. Net revenue under our “same store” contracts (contracts in existence for the entirety of both fiscal periods) increased $8.0 million in the three months ended June 30, 2005 due to a 3.7% increase in patient visits and a 2.3% increase in net revenue per patient visit.

      Compensation and benefits. Compensation and benefits costs for the three months ended June 30, 2005 were $126.5 million, or 78.9% of net revenue, compared to $110.5 million, or 78.7% of net revenue, for the three months ended June 30, 2004. Provider compensation and benefits costs increased $8.3 million from net new contract additions. Of this increase, $5.5 million was attributable to an increase in provider compensation costs related to an increase in patient visits.

      Operating expenses. Operating expenses for the three months ended June 30, 2005 were $7.1 million, or 4.4% of net revenue, compared to $5.8 million, or 4.1% of net revenue, for the three months ended June 30, 2004. Operating expenses, as a percentage of net revenue, increased slightly due to higher collection fees incurred by our billing operation.

      Insurance expense. Professional liability insurance expense for the three months ended June 30, 2005 was $10.6 million, or 6.6% of net revenue, compared to $10.5 million, or 7.5% of net revenue, for the three months ended June 30, 2004. The decrease as a percent of revenue is due to continued favorable improvement in ultimate claims costs.

      Selling, general and administrative. Selling, general and administrative expense for the three months ended June 30, 2005 was $3.9 million, or 2.5% of net revenue, compared to $5.0 million, or 3.6% of net revenue, for the three months ended June 30, 2004. The $1.1 million decrease in selling, general and administrative expense is related to a Laidlaw administered long-term incentive compensation plan which is no longer in effect.

      Laidlaw fees and compensation charges. EmCare did not incur Laidlaw fees and compensation charges for the three months ended June 30, 2005 as it was no longer a subsidiary of Laidlaw International, Inc. For the three months ended June 30, 2004, these fees and charges were $1.6 million, or 1.1% of net revenue. Costs of $0.6 million that we incurred to date to replace the services previously performed by Laidlaw are included in the statement of operations for the three months ended June 30, 2005.

      Depreciation and amortization. Depreciation and amortization expense for the three months ended June 30, 2005 was $2.6 million, or 1.7% of net revenue, compared to $2.3 million, or 1.6% of net revenue, for the three months ended June 30, 2004.

Five months ended January 31, 2005 (Successor) compared to the five months ended January 31, 2004 (Predecessor)

      Interest expense. Interest expense for the five months ended January 31, 2005 was $5.6 million compared to $4.1 million for the five months ended January 31, 2004. The $1.5 million difference relates to

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an increase in the amount owed to Laidlaw during the five months ended January 31, 2005 compared to the same period in 2004.

      Income tax expense. Income tax expense for the five months ended January 31, 2005 was $6.3 million compared to $8.6 million for the five months ended January 31, 2004. The $2.3 million decrease relates primarily to additional interest expense and added costs incurred by AMR and EmCare as a result of the acquisition.

AMR

      Net revenue. Net revenue for the five months ended January 31, 2005 was $455.1 million, an increase of $13.1 million, or 3.0%, from $442.0 million for the five months ended January 31, 2004. The increase in net revenue was due primarily to an increase in our net revenue per weighted transport of approximately 6%, offset by approximately 38,700 fewer weighted transports, including a 30,220 ambulance transport decrease. The decrease in ambulance transports was due primarily to exiting the Pinellas County, Florida market in late September 2004, which accounted for a decrease of approximately 35,000 ambulance transports and $6.2 million in net revenue for the five months ended January 31, 2005.

      Compensation and benefits. Compensation and benefits costs for the five months ended January 31, 2005 were $289.7 million, or 63.7% of net revenue, compared to $287.7 million, or 65.1% of net revenue, for the five months ended January 31, 2004. Total unit hours decreased period over period by 100,800 primarily as a result of the exit from the Pinellas County, Florida market, which decreased ambulance unit hours by 79,800 and compensation and benefits costs by $5.3 million. The decrease in total unit hours was offset by an increase in our ambulance crew wages per ambulance unit hour of 6.6%, which increased compensation costs by $10.1 million. The ambulance crew wages per ambulance unit hour increase resulted principally from annual salary increases. Benefits costs decreased $1.7 million due to our shift of employees previously covered under premium-based health insurance plans to self-insured health plans.

      Operating expenses. Operating expenses for the five months ended January 31, 2005 were $83.9 million, or 18.4% of net revenue, compared to $80.3 million, or 18.2% of net revenue, for the five months ended January 31, 2004. Operating expenses per weighted transport increased 7.9% in 2005 compared to the prior period. This $3.6 million increase was due primarily to higher fuel costs, which were 2.0% of net revenue for the five months ended January 31, 2005, compared to 1.6% of net revenue for the same period in 2004.

      Insurance expense. Insurance expense for the five months ended January 31, 2005 was $22.4 million, or 4.9% of net revenue, compared to $22.7 million, or 5.1% of net revenue, for the same period in 2004. This $0.3 million decrease was primarily a result of improvements in ultimate claims costs.

      Selling, general and administrative. Selling, general and administrative expense for the five months ended January 31, 2005 was $15.7 million, or 3.5% of net revenue, compared to $16.2 million, or 3.7% of net revenue, for the five months ended January 31, 2004. The $0.5 million decrease in selling, general and administrative expense related primarily to deferred compensation expense recorded as part of management incentive programs that were implemented by Laidlaw during fiscal 2004 and which were expensed as a component of Laidlaw fees and compensation charges in 2005.

      Laidlaw fees and compensation charges. Laidlaw fees and compensation charges for the five months ended January 31, 2005 were $9.4 million, or 2.1% of net revenue, compared to $3.8 million, or 0.9% of net revenue, for the five months ended January 31, 2004. This $5.6 million increase was primarily due to charges related to senior management incentive plans expensed as part of the sale to Onex and additional Laidlaw overhead costs allocated to AMR during the five months ended January 31, 2005.

      Depreciation and amortization. Depreciation and amortization expense for the five months ended January 31, 2005 was $16.4 million, or 3.6% of net revenue, compared to $18.3 million, or 4.1% of net revenue, for the five months ended January 31, 2004. The $1.9 million decrease resulted from the elimination of the contract intangible asset recorded in fiscal 2003 as part of our fresh-start accounting adjustments. As

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this asset was eliminated in the fourth quarter of fiscal 2004, no amortization expense was recorded for this intangible asset in the five months ended January 31, 2005.

EmCare

      Net revenue. Net revenue for the five months ended January 31, 2005 was $241.1 million, an increase of $15.5 million, or 6.9%, from $225.6 million for the five months ended January 31, 2004. The increase was due primarily to an increase in patient visits from net new hospital contracts and net revenue increases in existing contracts. Following January 31, 2004, we added 33 net new contracts which accounted for a net revenue increase of $11.9 million for the five months ended January 31, 2005. Net revenue under our “same store” contracts (contracts in existence for the entirety of both fiscal periods) increased $3.6 million in the five months ended January 31, 2005 due to a 0.7% decrease in patient visits, offset by a 2.4% increase in net revenue per patient visit.

      Compensation and benefits. Compensation and benefits costs for the five months ended January 31, 2005 were $191.6 million, or 79.5% of net revenue, compared to $174.2 million, or 77.2% of net revenue, for the five months ended January 31, 2004. Provider compensation and benefits costs increased $10.8 million from net new contract additions. Of this increase, $4.8 million was attributable to an increase in provider compensation costs related primarily to an increase in patient visits.

      Operating expenses. Operating expenses for the five months ended January 31, 2005 were $11.0 million, or 4.6% of net revenue, compared to $10.6 million, or 4.7% of net revenue, for the five months ended January 31, 2004. Operating expenses, as a percentage of net revenue, decreased due to our leveraging of fixed billing and other fixed contract costs.

      Insurance expense. Professional liability insurance expense for the five months ended January 31, 2005 was $16.6 million, or 6.9% of net revenue, compared to $17.7 million, or 7.9% of net revenue, for the five months ended January 31, 2004. Insurance expense, as a percentage of net revenue, decreased due to an improvement in expected ultimate claims costs.

      Selling, general and administrative. Selling, general and administrative expense for the five months ended January 31, 2005 was $5.9 million, or 2.5% of net revenue, compared to $5.8 million, or 2.6% of net revenue, for the five months ended January 31, 2004.

      Laidlaw fees and compensation charges. Laidlaw fees and compensation charges for the five months ended January 31, 2005 was $10.5 million, or 4.3% of net revenue, compared to $2.7 million, or 1.2% of net revenue, for the five months ended January 31, 2004. This $7.8 million increase was primarily due to charges related to senior management incentive plans expensed as part of the sale to Onex and additional Laidlaw overhead costs allocated to EmCare during the five months ended January 31, 2005.

      Depreciation and amortization. Depreciation and amortization expense for the five months ended January 31, 2005 was $2.4 million, or 1.0% of net revenue, compared to $3.8 million, or 1.7% of net revenue, for the five months ended January 31, 2004. The $1.4 million decrease was the result of the elimination of the contract intangible asset recorded in fiscal 2003 as part of our fresh-start accounting adjustments. As this asset was eliminated in the fourth quarter of fiscal 2004, no amortization expense was recorded for this intangible asset in the five months ended January 31, 2005.

Year ended August 31, 2004 compared to the year ended August 31, 2003

      Interest expense. Interest expense for the year ended August 31, 2004 was $10.0 million compared to $5.6 million for the year ended August 31, 2003. The increase is a result of Laidlaw suspending certain related party interest charges during the Laidlaw bankruptcy in 2003.

      Income tax expense. Income tax expense for the year ended August 31, 2004 was $21.8 million compared to $9.5 million for the year ended August 31, 2003. The $12.3 million increase is a result of the release of full valuation allowances on all deferred tax assets for the 2003 period in connection with Laidlaw’s exit from bankruptcy.

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AMR

      Net revenue. Net revenue for the year ended August 31, 2004 was $1,054.8 million, an increase of $47.6 million, or 4.7%, from $1,007.2 million for the year ended August 31, 2003. The increase was due primarily to an increase in weighted transports of 65,800, or 2.3%, resulting in a net revenue increase of $22.9 million. The balance of the increase resulted from rate increases in several of our markets that offset Medicare rate reductions in effect prior to the July 1, 2004 effective date of the Medicare Modernization Act, together increasing our net revenue per weighted transport by 2.4%, or $24.7 million.

      Compensation and benefits. Compensation and benefits costs for the year ended August 31, 2004 were $687.2 million, or 65.2% of net revenue, compared to $647.3 million, or 64.3%, for the year ended August 31, 2003. The increase of $39.9 million includes an increase in ambulance unit hours of 242,200, or 2.5%, associated with the increase in weighted transports, totaling $8.9 million of compensation-related costs. Ambulance salaries per unit hour increased 3.5%, or $12.6 million. In fiscal 2004 we expanded our sales and marketing team and our senior management, resulting in $3.7 million of compensation and benefits costs. Our health insurance costs and other employee benefits also increased year over year by $11.0 million.

      Operating expenses. Operating expenses for the year ended August 31, 2004 were $194.4 million, or 18.4% of net revenue, compared to $195.1 million, or 19.4% of net revenue, for the year ended August 31, 2003. Operating expenses per weighted transport decreased 2.6% from fiscal 2003 to fiscal 2004. These expenses decreased primarily as a result of improvements in telecommunications contract rates, totaling $0.6 million, and a reduction in medical supplies expense, totaling $0.6 million, from improved purchasing contracts and more efficient inventory management. These decreases were offset in part by increases in vehicle operating costs, totaling $0.6 million, resulting primarily from higher fuel costs incurred in late fiscal 2004.

      Insurance expense. Insurance expense for the year ended August 31, 2004 was $44.3 million, or 4.2% of net revenue, compared to $67.4 million, or 6.7% of net revenue, for the year ended August 31, 2003. This decrease of $23.1 million primarily relates to insurance expense recorded in fiscal 2003 of $14.6 million resulting from increases in actuarially-computed estimates of costs required to settle prior years’ claims. In fiscal 2004, we recorded a reduction of insurance expense of $4.5 million due to favorable developments with respect to these claims. We funded these claims through Laidlaw’s captive insurance program. Excluding these adjustments, insurance expense decreased $4.0 million from fiscal 2003 to fiscal 2004 as a result of improvements in ultimate claims costs. Management implemented a number of additional risk mitigation programs at the beginning of fiscal 2003 that we believe positively impacted claims costs in fiscal 2004.

      Selling, general and administrative. Selling, general and administrative expense for the year ended August 31, 2004 was $32.2 million, or 3.1% of net revenue, compared to $35.1 million, or 3.5% of net revenue, for the year ended August 31, 2003. This decrease of $2.9 million relates primarily to a one-time expense reduction to eliminate a contingent liability of $1.8 million.

      Laidlaw fees and compensation charges. Laidlaw fees and compensation charges for the year ended August 31, 2004 increased from $3.6 million, or 0.4% of net revenue, to $9.0 million, or 0.9% of net revenue, from the year ended August 31, 2003. The $5.4 million increase was due to charges related to senior management incentive plans and additional Laidlaw overhead costs allocated to AMR.

      Depreciation and amortization. Depreciation and amortization expense for the year ended August 31, 2004 was $43.6 million, or 4.1% of net revenue, compared to $39.3 million, or 3.9% of net revenue, for the year ended August 31, 2003. The $4.3 million increase includes $3.3 million attributable to amortization of a contract intangible asset recorded as part of our fresh-start accounting adjustments. The balance of the increase is related primarily to vehicle acquisitions made in late fiscal 2003 and fiscal 2004.

      Restructuring charges. Restructuring charges were $2.1 million, or 0.2% of net revenue, for the year ended August 31, 2004, a decrease from $2.7 million, or 0.3% of net revenue, for the year ended August 31, 2003. Fiscal 2003 restructuring charges included severance-related costs for several members of senior management who were replaced during the year and costs incurred in restructuring and consolidating our

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billing offices. In fiscal 2004, we reduced the number of operating regions and shifted the oversight of the affected operations to the remaining regional management teams.

EmCare

      Net revenue. Net revenue for the year ended August 31, 2004 was $549.8 million, an increase of $69.2 million, or 14.4%, from $480.6 million for the year ended August 31, 2003. The increase was due primarily to an increase in patient visits from net new hospital contracts and net revenue increases in existing contracts. During fiscal 2004, we added 35 net new contracts (58 new contracts, including 50 new emergency department contracts and 8 new hospitalist contracts, offset by 23 contract terminations), for a net revenue increase of $21.6 million. Net revenue increased $23.6 million as a result of the net impact of contract additions and terminations in fiscal 2003. “Same store” net revenue increased $24.0 million due to a 4.5% increase in patient visits and an increase of 1.1% in net revenue per patient visit.

      Compensation and benefits. Compensation and benefits costs for the year ended August 31, 2004 were $430.7 million, or 78.3% of net revenue, compared to $374.5 million, or 77.9% of net revenue, for the year ended August 31, 2003. Provider compensation and benefit costs increased $32.7 million from net new contract additions in fiscal 2003 and 2004. “Same store” contract compensation and benefits costs increased $12.8 million, or 0.2% per patient visit, as a result of increased net revenue per visit and an increase in volume of patient visits, as a number of our contracts include productivity-based compensation plans.

      Operating expenses. Operating expenses for the year ended August 31, 2004 were $23.9 million, or 4.3% of net revenue, compared to $23.6 million, or 4.9% of net revenue, for the year ended August 31, 2003. Operating expenses decreased as a percent of net revenue from 4.9% in fiscal 2003 to 4.3% in fiscal 2004 due to our leveraging of fixed billing and other contract costs.

      Insurance expense. Professional liability insurance expense for the year ended August 31, 2004 was $36.0 million, or 6.5% of net revenue, compared to $36.8 million, or 7.7% of net revenue, for the year ended August 31, 2003. The reduction as a percent of net revenue represents a combination of improved investment returns, changes in actuarial estimates of costs required to settle prior years’ claims and a reduction in the estimate of ultimate claims costs.

      Selling, general and administrative. Selling, general and administrative expense for the year ended August 31, 2004 was $15.7 million, or 2.9% of net revenue, compared to $14.8 million, or 3.1% of net revenue, for the year ended August 31, 2003. The $0.9 million increase in selling, general and administrative expense includes $0.6 million of deferred compensation expense recorded as part of management incentive programs during fiscal 2004 that were terminated in connection with the acquisition and additional support costs required for net new contracts.

      Laidlaw fees and compensation charges. Laidlaw fees and compensation charges for the year ended August 31, 2004 were $6.4 million, or 1.2% of net revenue, compared to $1.8 million, or 0.4% of net revenue, for the year ended August 31, 2003. The increase was due to charges related to senior management incentive plans and additional Laidlaw overhead costs allocated to EmCare.

      Depreciation and amortization. Depreciation and amortization expense for the year ended August 31, 2004 was $9.1 million, or 1.7% of net revenue, compared to $5.4 million, or 1.1% of net revenue, for the year ended August 31, 2003. The increase of $3.7 million was due to amortization of a contract intangible asset recorded as part of our fresh-start accounting adjustments.

      Laidlaw reorganization costs. There were no allocated reorganization costs in fiscal 2004. Laidlaw reorganization costs for the year ended August 31, 2003 were $3.7 million, or 0.8% of net revenue. These costs were allocated to EmCare by Laidlaw and reflect costs borne by Laidlaw during its Chapter 11 restructuring.

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Year ended August 31, 2003 compared to the year ended August 31, 2002

      Interest expense. Interest expense for the year ended August 31, 2003 was $5.6 million compared to $6.4 million for the year ended August 31, 2002. The decrease of $0.8 million is due to higher interest costs on vehicle capital leases in fiscal 2002.

      Income tax expense. Income tax expense for the year ended August 31, 2003 was $9.5 million compared to $1.4 million for the year ended August 31, 2002. The $8.1 million increase is due to increased income from operations during fiscal 2003.

AMR

      Net revenue. Net revenue for the year ended August 31, 2003 was $1,007.2 million, an increase of $22.7 million, or 2.3%, from $984.5 million for the same period in 2002. The increase for fiscal 2003 is due primarily to rate increases we negotiated with several communities and payors during fiscal 2003, partially in response to Medicare rate reductions beginning in April 2002. Our rate per weighted transport increased 2.9%, resulting in a $28.4 million increase in net revenue. This increase was offset, in part, by a decrease in weighted transports of 16,900, or 0.6%, resulting in a $5.7 million decrease in net revenue, due principally to fewer non-emergency transports.

      Compensation and benefits. Compensation and benefits costs for the year ended August 31, 2003 were $647.3 million, or 64.3% of net revenue, compared to $627.8 million, or 63.8% of net revenue, for the year ended August 31, 2002. The $19.5 million increase relates primarily to ambulance crew wage per unit hour increases of approximately 2.9%, or $9.8 million, in addition to an increase in unit hours of approximately 90,900, or 0.9%, resulting in a $2.5 million increase. Benefits also increased $3.6 million from period to period as a result of rising health insurance premium costs.

      Operating expenses. Operating expenses for the year ended August 31, 2003 were $195.1 million, or 19.4% of net revenue, compared to $195.3 million, or 19.8% of net revenue, for the year ended August 31, 2002. Operating expenses per weighted transport decreased 0.5% from fiscal 2002 to fiscal 2003. The $0.2 million decrease was a result of a $3.1 million decrease in occupancy costs from consolidating certain regional facilities and a $6.1 million decrease in professional services from legal costs incurred in fiscal 2002 for compliance-related matters, offset in part by a $6.5 million increase in external provider costs. The increase in external provider costs resulted principally from a significant expansion in our national and regional relationships with managed care and insurance providers and the resulting costs we incurred to subcontract certain transports to local ambulance providers.

      Insurance expense. Insurance expense for the year ended August 31, 2003 was $67.4 million, or 6.7% of net revenue, compared to $36.1 million, or 3.7% of net revenue, for the year ended August 31, 2002. In fiscal 2003, we recorded $14.6 million of expense related to reserve adjustments resulting from increases in actuarially-computed estimates of costs required to settle prior years’ claims. We funded these claims through Laidlaw’s captive insurance program. In fiscal 2002, we recorded a reduction of insurance expense of $8.1 million related to the favorable development of claims reserves on insurance liabilities prior to fiscal 2002. Excluding these adjustments, the $8.6 million increase in insurance expense related to increasing premium and claims costs associated with our workers compensation, and auto, general and professional liability programs.

      Selling, general and administrative. Selling, general and administrative expense for the year ended August 31, 2003 was $35.1 million, or 3.5% of net revenue, compared to $44.7 million, or 4.5% of net revenue, for the year ended August 31, 2002. The $9.6 million reduction in selling, general and administrative expense from fiscal 2002 to fiscal 2003 is the result of severance recorded in fiscal 2002 to replace certain members of management, totaling $3.7 million, associated costs to close operations, totaling $0.9 million, and compliance-related penalties of approximately $1.9 million incurred in fiscal 2002. In fiscal 2003, we recorded a one-time reduction of selling, general and administrative expense relating to the release of $1.2 million in accrued liabilities and a reduction to expense related to payroll tax refunds of $0.6 million.

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      Depreciation and amortization. Depreciation and amortization expense for the year ended August 31, 2003 was $39.3 million, or 3.9% of net revenue, compared to $62.2 million, or 6.3% of net revenue, for the year ended August 31, 2002. The decrease of $22.9 million includes $21.3 million attributable to the amortization of goodwill. Beginning in fiscal 2003, this intangible asset was no longer amortized, but evaluated annually for impairment under applicable accounting guidance.

      Impairment losses. In fiscal 2002, we recorded an impairment charge of $262.8 million or 26.7% of net revenue, on long-lived assets based on the evaluation at that time that future operating cash flows would not be sufficient to recover the carrying value of certain long-lived assets, primarily goodwill.

      Restructuring charges. Restructuring charges were $2.7 million, or 0.3% of net revenue, in the year ended August 31, 2003, a decrease from $3.8 million, or 0.4% of net revenue, in the year ended August 31, 2002. Fiscal 2003 restructuring charges included severance-related costs for several members of senior management who were replaced during the year and costs incurred in restructuring and consolidating our billing offices. In fiscal 2002, AMR reduced the number of operating regions, exited certain facilities, and shifted the oversight of the impacted operations to the remaining regional management teams.

EmCare

      Net revenue. Net revenue for the year ended August 31, 2003 was $480.6 million, an increase of $49.3 million, or 11.4%, from $431.3 million for the year ended August 31, 2002. The increase was due primarily to an increase in patient visits from net new hospital contracts and net revenue increases in existing contracts. During fiscal 2003, we added 27 net new contracts (55 new contracts, including 48 new emergency department contracts and 7 new hospitalist contracts, offset by 28 contract terminations), for a net revenue increase of $30.4 million. Net revenue increased $3.9 million as a result of the net impact of 2002 contract additions and terminations. “Same store” net revenue increased $15.0 million due to a 2.0% increase in patient visits and a 1.8% increase in net revenue per patient visit.

      Compensation and benefits. Compensation and benefits costs for the year ended August 31, 2003 were $374.5 million, or 77.9% of net revenue, compared to $332.8 million, or 77.1% of net revenue, for the year ended August 31, 2002. Provider compensation and benefit costs increased $26.4 million from net new contract additions in fiscal 2003 and 2002. “Same store” contract compensation and benefits costs increased $11.0 million, or      % per patient visit, as a result of increased volume of patient visits and increased net revenue per visit, as a number of our contracts include productivity-based compensation plans.

      Operating expenses. Operating expenses for the year ended August 31, 2003 were $23.6 million, or 4.9% of net revenue, compared to $24.0 million, or 5.6% of net revenue, for the year ended August 31, 2002. Operating expenses decreased as a percent of net revenue due to our leveraging of fixed billing and other contract costs.

      Insurance expense. Professional liability insurance expense for the year ended August 31, 2003 was $36.8 million, or 7.7% of net revenue, compared to $30.4 million, or 7.0% of net revenue, for the year ended August 31, 2002 due to an increase in expected ultimate losses.

      Selling, general and administrative. Selling, general and administrative expense for the year ended August 31, 2003 was $14.8 million, or 3.1% of net revenue, compared to $16.8 million, or 3.9% of net revenue, for the year ended August 31, 2002. The $2.0 million decrease was a result of reduced management contract costs, as contracted management costs were converted to employee costs in fiscal 2003.

      Depreciation and amortization. Depreciation and amortization expense for the year ended August 31, 2003 was $5.4 million, or 1.1% of net revenue, compared to $5.0 million, or 1.1% of net revenue, for the year ended August 31, 2002. The $0.4 million increase was due to additional billing technology investments completed at the end of fiscal 2002.

      Laidlaw reorganization costs. Allocated reorganization costs for the year ended August 31, 2003 were $3.7 million, or 0.8% of net revenue, compared to $8.8 million, or 2.0% of net revenue, for the year ended

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August 31, 2002. These costs were allocated to EmCare by Laidlaw and reflect costs borne by Laidlaw during its Chapter 11 restructuring.

Liquidity and Capital Resources

      Our primary sources of liquidity are cash flow provided by our operating activities and, prior to the acquisition, related party advances from Laidlaw. We are now using our revolving senior secured credit facility, described below, to supplement our cash flow provided by our operating activities. Our liquidity needs are primarily to fund our working capital requirements, capital expenditures related to the acquisition of vehicles and medical equipment, technology-related assets and insurance-related deposits.

      For the five months ended June 30, 2005 and 2004, we generated cash flow from operating activities of $94.7 million and $81.3 million, respectively. For the five months ended June 30, 2005, we had net income of $11.1 million, compared to $10.3 million for the same period in 2004. Operating cash flow from changes in working capital for the five months ended June 30, 2005 increased $18.1 million from the same period in 2004, primarily reflecting improved collections on accounts receivable, partially offset by a reduction in accrued compensation liability.

      Net cash used in investing activities was $875.2 million for the five months ended June 30, 2005, compared to $24.1 million for the same period in 2004. The $851.1 million increase was attributable principally to our net cash outflow to fund the acquisition of AMR and EmCare.

      For the five months ended June 30, 2005, net cash provided by financing activities was $797.3 million, compared to net cash used in financing activities of $54.0 million for the five months ended June 30, 2004. The increase in net cash provided by financing activities relates primarily to borrowings received from our senior secured credit facility and senior subordinated notes. Net cash used in financing activities included financing costs of $20.1 million and repayments of debt, including capital lease and senior secured credit facility obligations totaling $23.7 million.

      For the five months ended January 31, 2005 and 2004, we generated cash flow from operating activities of $16.0 million and $17.5 million, respectively. Operating cash flow from changes in working capital for the five months ended January 31, 2005 increased $7.4 million from the same period in 2004, primarily reflecting improved collections on accounts receivables.

      Net cash used in investing activities was $21.7 million for the five months ended January 31, 2005, compared to $11.8 million for the same period in 2004. The $9.9 million increase was attributable principally to our net cash outflow to fund insurance-related deposits in our EmCare business segment. The balance resulted primarily from the purchase of new ambulance vehicles and certain medical equipment.

      For the five months ended January 31, 2005, net cash provided by financing activities was $10.9 million compared to net cash used in financing activities of $5.5 million for the five months ended January 31, 2004. Net cash used in financing activities relates primarily to borrowings received from Laidlaw and payments on our capital lease obligations.

      During fiscal 2004, our operating activities generated $127.7 million in cash flow compared to $88.8 million in fiscal 2003, an increase of $38.9 million. Operating cash flow from changes in working capital for fiscal 2004 increased $2.9 million compared to fiscal 2003. The balance of the change in cash flow provided by operating activities was attributable principally to an increase in net income, which includes increases in depreciation and amortization expense and changes in deferred taxes.

      Net cash used in investing activities was $81.5 million and $114.0 million during fiscal years 2004 and 2003, respectively. In fiscal 2004, we spent $42.8 million on property and equipment, of which $20.4 million related to the acquisition of vehicles, and medical and communications equipment, technology-related acquisition and leasehold improvements accounted for $22.4 million. Our $22.5 million net decrease in insurance-related deposits and investments, which consist of restricted cash and cash equivalents, short-term deposits, marketable securities and long-term investments, resulted from a reduction in cash outflows to fund certain insurance-related programs consistent with improved claims development trends. This increase was

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principally to support our increase in claims liabilities and professional liability reserves. In fiscal 2003, we spent $52.8 million on property and equipment, of which $29.1 million was related to the acquisition of vehicles, and medical and communications equipment, technology-related acquisition and leasehold improvements accounted for $23.8 million.

      Net cash used in financing activities was $47.3 million and $55.3 million during fiscal years 2004 and 2003, respectively. In fiscal 2004, we made payments to Laidlaw of $31.1 million and made mandatory debt repayments of $8.7 million. Our bank overdrafts also decreased in fiscal 2004 by $4.5 million. In fiscal 2003, we made payments to Laidlaw of $58.8 million and made mandatory debt repayments of $8.2 million. Bank overdrafts also increased $7.9 million during the year ended August 31, 2003.

      Certain government programs, including Medicare and Medicaid programs, require notice or re-enrollment when certain ownership changes occur. If the payor requires us to complete the re-enrollment process prior to submitting reimbursement requests, we may be delayed in payment, receive refund requests or be subject to recoupment for services we provide in the interim. The change in ownership effected by the acquisition from Laidlaw has required us to re-enroll in one jurisdiction, and reimbursement from the relevant government program is likely to be deferred for several months. This will affect our cash flow, but will not affect our net revenue. We do not expect the impact of this deferral to be material to us.

      We expect to continue to fund the liquidity requirements of our business principally with cash from operations and amounts available under the revolving credit portion of our senior secured credit facility. We have available to us, upon compliance with customary conditions, $100.0 million under the revolving credit facility, less any letters of credit outstanding. Outstanding letters of credit at June 30, 2005 were $24.3 million.

Debt Facilities

      The acquisition of AMR and EmCare resulted in a significant increase in the level of our outstanding debt. We have a $450.0 million senior secured credit facility bearing interest at variable rates at specified margins above either the agent bank’s alternate base rate or its LIBOR rate. The senior secured credit facility consists of a $100.0 million, six-year revolving credit facility and a $350.0 million, seven-year term loan. We borrowed the full amount of the term loan, and $20.2 million under the revolving credit facility, on February 10, 2005 to fund the acquisition of AMR and EmCare and pay related fees and expenses. On February 10, 2005, we also issued $250.0 million principal amount of 10% senior subordinated notes due 2015. We used the net proceeds of this notes issuance to fund the acquisition.

      Our $350.0 million term loan initially carried interest at the alternate base rate, plus a margin of 1.75%, or the LIBOR rate, plus a margin of 2.75%. We refinanced this term loan on March 29, 2005 for a term loan with identical terms except that the margins were reduced by 0.25%. The term loan is subject to quarterly amortization of principal (in quarterly installments), with 1% of the aggregate principal payable in each of the first six years, with the remaining balance due in the final year. We intend to use $        million of the proceeds of our initial public offering to prepay $        million of the term loan. Our $100.0 million revolving credit facility initially bears interest at the alternate base rate, plus a margin of 1.75%, or the LIBOR rate, plus a margin of 2.75%. At June 30, 2005, we had repaid the outstanding balance of the revolving credit facility with cash flow from operations and we had no amounts outstanding under that facility. Under the terms of our senior secured credit facility, our letters of credit outstanding reduce our available borrowings under the revolving credit facility. At June 30, 2005, our outstanding letters of credit totaled $24.3 million, including $16.0 million to support our self-insurance program for fiscal 2002 and 2003 and $8.3 million to secure our performance under certain 911 emergency response contracts.

      We have a conditional right under our senior secured credit facility to request new or existing lenders to provide up to an additional $100 million of term debt (in $20 million increments).

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      All amounts borrowed under our senior secured credit facility are secured by, among other things:

•  substantially all present and future shares of the capital stock of AMR HoldCo, Inc. and EmCare HoldCo, Inc., our wholly-owned subsidiaries which are the co-borrowers, and each of their present and future domestic subsidiaries and 65% of the capital stock of controlled foreign corporations;

•  substantially all present and future intercompany debt of the co-borrowers and each guarantor; and

•  substantially all of the present and future property and assets, real and personal, of the co-borrowers and each guarantor.

      The agreements governing our senior secured credit facility contains customary affirmative and negative covenants, including, among other things, restrictions on indebtedness, liens, mergers and consolidations, sales of assets, loans, acquisitions, joint ventures, restricted payments, transactions with affiliates, dividends and other payment restrictions affecting subsidiaries, a change in control of the company and other matters customarily restricted in such agreements. The agreement governing our senior secured credit facility also contains financial covenants, including a maximum total leverage ratio (5.50 to 1.00 as of June 30, 2005), maximum senior leverage ratio (3.25 to 1.00 as of June 30, 2005) and a minimum fixed charge coverage ratio (1.05 to 1.00 as of June 30, 2005), all of which are based on adjusted EBITDA, which is the amount of our income (loss) from operations before depreciation and amortization expenses and other specifically identified exclusions. Each financial covenant ratio adjusts over time as set forth in our senior secured credit facility. Our failure to meet any of these financial covenants could be an event of default under our senior secured credit facility.

      We will not incur a prepayment penalty or any similar charges in connection with our repayment of amounts outstanding under our senior secured credit facility with proceeds from our initial public offering. Amounts repaid under the term loan will not be available for future borrowing.

      The indenture governing our senior subordinated notes contains a number of covenants that, among other things, restrict our ability and the ability of our subsidiaries, subject to certain exceptions, to sell assets, incur additional debt or issue preferred stock, repay other debt, pay dividends and distributions or repurchase our capital stock, create liens on assets, make investments, loans or advances, make certain acquisitions, engage in mergers or consolidations and engage in certain transactions with affiliates.

Quantitative and Qualitative Disclosures about Market Risk

      As of June 30, 2005, we had $605.9 million of debt, of which $349.1 million was variable rate debt under our senior secured credit facility and the balance was fixed rate debt, including the $250.0 million aggregate principal amount of our senior subordinated notes. An increase or decrease in interest rates will affect our interest costs. For comparative purposes, for every 0.125% change in interest rates, our interest costs on our senior secured credit facility will change by approximately $0.44 million per year based on our outstanding indebtedness at June 30, 2005.

Off-Balance Sheet Arrangements

      We do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Accordingly, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

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Tabular Disclosure of Contractual Obligations and Other Commitments

      The following tables reflect a summary of obligations and commitments outstanding as of June 30, 2005, including our borrowings under our senior secured credit facility and our senior subordinated notes.

		Payments Due by Period
		Less than						More than
		1 Year		1-3 Years		3-5 Years		5 Years		Total
		(in thousands)
Contractual obligations:
Long-term debt(1)		$	130	$	588	$	235	$	38	$	991
Senior secured credit facility(2)			3,500		7,000		7,000		331,625		349,125
Capital lease obligations (principal)			5,550		258		—		—		5,808
Capital lease obligations (interest)			279		—		—		—		279
Senior subordinated notes			—		—		—		250,000		250,000
Interest on debt(3)			44,985		89,438		88,604		145,908		368,935
Operating lease obligations			23,370		32,595		18,437		16,141		90,543
Other contractual obligations(4)			6,788		3,982		3,618		485		14,873
	Subtotal		84,602		133,861		117,894		744,197		1,080,554

		Amount of Commitment Expiration Per Period
		Less than						More than
		1 Year		1-3 Years		3-5 Years		5 Years		Total
		(in thousands)
Other commitments:
Guarantees of surety bonds			32,022		310		—		2,850		35,182
Letters of credit(5)			500		—		—		23,797		24,297
	Subtotal		32,522		310		—		26,647		59,479
Total obligations and commitments		$	116,570	$	134,713	$	117,894	$	770,856	$	1,140,033

(1)	Excludes capital lease obligations.
(2)	Excludes interest on our senior secured credit facility and senior subordinated notes.
(3)	Interest on our floating rate debt was calculated for all years using the effective rate as of June 30, 2005 of 5.63%.
(4)	Includes Onex management fees, dispatch fees and responder fees.
(5)	Evergreen renewals are deemed to have expiration dates in excess of 5 years.

     We have one capital lease relating to approximately 450 ambulances. The term of the lease extends to August 2007.

Critical Accounting Policies

      The preparation of financial statements requires management to make estimates and assumptions relating to the reporting of results of operations, financial condition and related disclosure of contingent assets and liabilities at the date of the financial statements. Actual results may differ from those estimates under different assumptions or conditions. The following are our most critical accounting policies, which are those that require management’s most difficult, subjective and complex judgments, requiring the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods.

Claims Liability and Professional Liability Reserves

      We are self-insured up to certain limits for costs associated with workers compensation claims, automobile, professional liability claims and general business liabilities. Reserves are established for estimates of the loss that we will ultimately incur on claims that have been reported but not paid and claims that have been incurred but not reported. These reserves are based upon actuarial valuations that are prepared by our

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outside actuaries. The actuarial valuations consider a number of factors, including historical claim payment patterns and changes in case reserves, the assumed rate of increase in healthcare costs and property damage repairs. Historical experience and recent trends in the historical experience are the most significant factors in the determination of these reserves. We believe the use of actuarial methods to account for these reserves provides a consistent and effective way to measure these subjective accruals. However, given the magnitude of the claims involved and the length of time until the ultimate cost is known, the use of any estimation technique in this area is inherently sensitive. Accordingly, our recorded reserves could differ from our ultimate costs related to these claims due to changes in our accident reporting, claims payment and settlement practices or claims reserve practices, as well as differences between assumed and future cost increases.

Trade and Other Accounts Receivable

      We determine our allowances based on payor reimbursement schedules, historical write-off experience and other economic data. The allowances for contractual discounts and uncompensated care are reviewed monthly. Account balances are charged off against the uncompensated care allowance when it is probable the receivable will not be recovered. Write-offs to the contractual allowance occur when payment is received. The allowance for uncompensated care is related principally to receivables recorded for self-pay patients.

Revenue Recognition

      A significant portion of our revenue is derived from Medicare, Medicaid and private insurance payors that receive discounts from our standard charges (referred to as contractual provisions). Additionally, we are also subject to collection risk for services provided to uninsured patients or for the deductible or co-pay portion of services for insured patients (referred to as uncompensated care). We record our healthcare services revenue net of estimated provisions for the contractual allowances and uncompensated care.

      Healthcare reimbursement is complex and may involve lengthy delays. Third party payors are continuing their efforts to control expenditures for healthcare and may disallow, in whole or in part, claims for reimbursement based on determinations that certain amounts are not reimbursable under plan coverage, were for services provided that were not determined medically necessary, or insufficient supporting information was provided. In addition, multiple payors with different requirements can be involved with each claim.

      Management utilizes sophisticated information systems and financial models to estimate the provisions for contractual allowances and uncompensated care. The estimate for contractual allowances is determined on a payor-specific basis and is predominantly based on prior collection experience, adjusted as needed for known changes in reimbursement rates and recent changes in payor mix and patient acuity factors. The estimate for uncompensated care is based principally on historical collection rates, write-off percentages and accounts receivable agings. These estimates are analyzed continually and updated by management by monitoring reimbursement rate trends from governmental and private insurance payors, recent trends in collections from self-pay patients, the ultimate cash collection patterns from all payors, accounts receivable aging trends, operating statistics and ratios, and the overall trends in accounts receivable write-offs.

      The evaluation of these factors, as well as the interpretation of governmental regulations and private insurance contract provisions, involves complex, subjective judgments. As a result of the inherent complexity of these calculations, our actual revenues and net income, and our accounts receivable, could vary from the amounts reported.

Income Tax Valuation Allowance

      We have significant net deferred tax assets resulting from net operating losses, or NOLs, and interest deduction carryforwards and other deductible temporary differences that will reduce taxable income in future periods. Statement of Financial Accounting Standards No. 109 “Accounting for Income Taxes” requires that a valuation allowance be established when it is “more likely than not” that all or a portion of net deferred tax assets will not be realized. A review of all available positive and negative evidence needs to be considered, including expected reversals of significant deductible temporary differences, a company’s recent financial performance, the market environment in which a company operates, tax planning strategies and the length of the NOL and interest deduction carryforward periods. Furthermore, the weight given to the potential effect of negative and positive evidence should be commensurate with the extent to which it can be objectively verified.

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We routinely monitor the reliability of our deferred tax assets. Changes in management’s assessment of recoverability could result in additions to the valuation allowance, and such additions could be significant.

Contingencies

      As discussed in note 10 — Commitments and Contingencies of notes to our combined financial statements, management may not be able to make a reasonable estimate of liabilities that result from the final resolution of certain contingencies disclosed. Further assessments of the potential liability will be made as additional information becomes available. Management currently does not believe that these matters will have a material adverse effect on our consolidated financial position. It is possible, however, that results of operations could be materially affected by changes in management’s assumptions relating to these matters or the actual final resolution of these proceedings.

Intangible Assets

      Definite life intangible assets are subject to impairment reviews when evidence or triggering events suggest that an impairment may have occurred. Should such triggering events occur that cause us to review our definite life intangibles and the fair value of our definite life intangible asset proves to be less than our unamortized carrying amount, we would take a charge to earnings for the decline. Should factors affecting the value of our definite life intangibles change significantly, such as declining contract retention rates or reduced contractual cash flows, we may need to record an impairment charge in amounts that are significant to our financial statements.

Goodwill

      Goodwill is not amortized and is required to be tested annually for impairment, or more frequently if changes in circumstances, such as an adverse change to our business environment, cause us to believe that goodwill may be impaired. Goodwill is allocated at the reporting unit level. If the fair value of the reporting unit falls below the book value of the reporting unit at an impairment assessment date, an impairment charge would be recorded.

      Should our business environment or other factors change, our goodwill may become impaired and may result in charges to our income statement that are material.

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INDUSTRY

      According to the Centers for Medicare and Medicaid Services, or CMS, national healthcare spending increased 7.3% to $1.7 trillion in 2003, and increased 8.6% in 2002. This represents faster growth than the overall economy, which grew 4.8% and 3.4% during 2003 and 2002, respectively, as measured by the growth of the gross domestic product.

      Hospital care represents the largest individual segment of the healthcare industry, accounting for an estimated 30.8% of total healthcare spending in 2003. Hospital care expenditures increased 5.1% to $511 billion in 2003. CMS estimates that hospital care expenditures will increase to approximately $934 billion by 2013, representing a compound annual growth rate of 6.1% from 2003. The aging population and longer life expectancy are increasing demand for healthcare services in the United States, and hospitals are expected to be among the principal beneficiaries.

Emergency Medical Services Industry

      We operate in the ambulance and emergency department services markets, two large and growing segments of the emergency medical services market. By law, most communities are required to provide emergency ambulance services and most hospitals are required to provide emergency department services. Emergency medical services are a core component of the range of care a patient could potentially receive in the pre-hospital and hospital-based settings. Accordingly, we believe that expenditures for emergency medical services will continue to correlate closely to growth in the U.S. hospital market. Approximately 43% of all hospital admissions originated from the emergency department in 2003, and a substantial portion of patients enter the emergency department by way of ambulance transport. We believe that the following key factors will continue to drive growth in our emergency medical services markets:

•  Increase in outsourcing. Communities, government agencies and healthcare facilities are under significant pressure both to improve the quality and to reduce the cost of care. The outsourcing of certain medical services has become a preferred means to alleviate these pressures.

•  From 2000 to 2003, we believe outsourced emergency department services increased from 55% to 65% of total emergency department services.

•  From 1999 to 2003, the percentage of emergency medical transportation services supplied by private ambulance providers increased from 34% to 39% in the country’s largest 200 cities.

•  Favorable demographics. The growth and aging of the population will be a significant demand driver for healthcare services, and we believe it will result in an increase in ambulance transports, emergency department visits and hospital admissions.

•  The U.S. Census Bureau estimates that the number of Americans over 65 will increase to 39 million by 2010 from 31 million in 1990. It is also expected that Americans over the age of 65 will increase from one in eight Americans in 2000 to one in five by 2030.

•  A 2003 CDC Emergency Department Summary noted that patients aged 65 or over represent 38% of patients delivered to emergency departments by ambulance. Emergency department visits for persons aged 65 or over increased to 17.5 million in 2003, a 26% increase from 1993.

•  Increased federal funding for disaster preparedness and other federal programs. The United States government has increased its focus on our nation’s ability to respond quickly and effectively to emergencies, including both terrorist attacks and natural disasters. Federal programs, such as Homeland Security, FEMA and funding for services for undocumented aliens, have made increased funding available which is aimed directly at emergency services, including ambulance providers and emergency physician services.

      Additional factors that may affect the emergency medical services industry are described elsewhere in this prospectus. See “Risk Factors — Risk Factors Related to Healthcare Regulation” and “Business — Regulatory Matters.”

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Ambulance Services

      We believe the ambulance services market represents annual expenditures of approximately $12 billion. The ambulance services market is highly fragmented, with more than 14,000 private, public and not-for-profit service providers accounting for an estimated 36 million ambulance transports in 2004. There are a limited number of regional ambulance providers and we are one of only two national ambulance providers.

      Ambulance services encompass both 911 emergency response and non-emergency transport services, including critical care transfers, wheelchair transports and other inter-facility transports. Emergency response services include the dispatch of ambulances equipped with life support equipment and staffed with paramedics and/or emergency medical technicians, or EMTs, to provide immediate medical care to injured or ill patients. Non-emergency services utilize paramedics and EMTs to transport patients between healthcare facilities or between facilities and patient residences. Given demographic trends, we expect the total number of ambulance transports to continue to grow at a steady rate of 1% to 2% per year.

      911 emergency response services are provided primarily under long-term contracts with communities and government agencies. In 2003, approximately 39% of 911 ambulance services were provided by private, for profit providers and 38% were provided by fire departments, with the balance of 911 services being provided principally by hospitals and city and county agencies. Non-emergency services generally are provided pursuant to non-exclusive contracts with healthcare facilities, managed care and insurance companies. Usage tends to be controlled by the facility discharge planners, nurses and physicians who are responsible for requesting transport services. Non-emergency services are provided primarily by private ambulance companies. Quality of service, dependability and name recognition are critical factors in winning non-emergency business.

      Due to increased demand for effective use of technology, cost-efficient services, improved patient outcomes and emergency preparedness and response, we believe that the current trend by communities and hospitals to outsource ambulance services will contribute to growth for private providers. According to the Journal of Emergency Medical Services, the percentage of emergency medical transportation services delivered by private ambulance providers in the nation’s 200 largest cities increased from 34% in 1999 to 39% in 2003. Furthermore, we expect private providers to benefit as hospitals continue to outsource more of their ambulance services due to changes in reimbursement rates and increased use of outpatient services.

Emergency Department Services

      We believe the physician reimbursement component of the emergency department services market represents annual expenditures of approximately $10 billion. There are approximately 4,700 hospitals in the United States that operate emergency departments, of which approximately 67% of these hospitals outsource their physician staffing and management for this department. The market for outsourced emergency department staffing and related management services is highly fragmented, with more than 800 national, regional and local providers. We believe we are one of only five national providers.

      Between 1993 and 2003, the total number of patient visits to hospital emergency departments increased from 90.3 million to 113.9 million, an increase of 26%. At the same time, the number of hospital emergency departments declined 12%. As a result, the average number of patient visits per hospital emergency department increased substantially during that period. We believe these trends are resulting in an increased focus by hospitals on their emergency departments. As the per hospital demand for emergency department visits continues to increase, we believe that more hospitals will turn to well-established providers, such as EmCare, which have a demonstrated track record of improving productivity and efficiency while providing high quality care.

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BUSINESS

Company Overview

      Emergency Medical Services Corporation is a leading provider of emergency medical services in the United States. We operate our business and market our services under the AMR and EmCare brands. AMR is the leading provider of ambulance services in the United States, based on net revenue and number of transports. EmCare is the leading provider of outsourced emergency department staffing and related management services in the United States, based on number of contracts with hospitals and affiliated physician groups. Approximately 86% of our fiscal 2004 net revenue was generated under exclusive contracts. During fiscal 2004, we provided emergency medical services to approximately 9 million patients in more than 2,000 communities nationwide. For the fiscal year ended August 31, 2004, we generated net revenue of $1.6 billion, of which AMR and EmCare represented 66% and 34%, respectively.

      We offer a broad range of essential emergency medical services through our two business segments:

		AMR	EmCare
Core Services:		• Pre- and post-hospital medical transportation	• Hospital-based medical care
		• Emergency (“911”) ambulance transports	• Emergency department staffing and related management
		• Non-emergency ambulance	services
		transports	• Hospitalist services
Customers:		• Communities	• Hospitals
		• Government agencies	• Independent physician groups
		• Healthcare facilities	• Attending medical staff
		• Insurers
National Market Position:		• #1 provider of ambulance transports	• #1 provider of outsourced emergency department services
		• 8% share of total ambulance market	• 6% share of emergency department services market
		• 21% of private provider ambulance market	• 9% of outsourced emergency department services market
Number of Contracts:
	At June 30, 2005	• 153 “911” contracts	• 329 hospital contracts
		• 2,400 non-emergency transport contracts
Volume:
	For fiscal 2004	• 3.7 million transports	• 5.3 million patient visits

Competitive Strengths

      We believe the following competitive strengths position our company to capitalize on the favorable trends occurring within the healthcare industry and the emergency medical services markets.

      Leading, Established Provider of Emergency Medical Services. We are a leading provider of emergency medical services in the United States. AMR is the leading provider of ambulance services, with net revenue approximately twice that of our only national competitor. During fiscal 2004, AMR treated and transported approximately 3.7 million patients in 34 states. AMR has made significant investments in technology, which we believe enhances quality and reduces costs for our customers. We believe that EmCare is the leading provider of outsourced staffing and related management services to emergency departments, with 32% more emergency department staffing contracts than our principal national competitor. EmCare’s 4,500 affiliated physicians provide services to over 300 client hospitals in 39 states, including many of the top 100 hospitals in the United States. Our client hospitals range from high volume urban hospital emergency department to

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lower volume community facilities. EmCare is also one of the leading providers of hospitalist services, based on number of hospital contracts. We believe our track record of consistently meeting or exceeding our customers’ service expectations, coupled with our ability to leverage our infrastructure and technology to drive increased productivity and efficiency, have contributed to our ability to retain existing and win new contracts.

      Significant Scale and Geographic Presence. We believe our significant scale and broad geographic presence provide a competitive advantage over local and regional providers in most areas, including:

•  Cost efficiencies and broad program offering. Our investments in technology may be too costly for certain providers to replicate, and provide us with several competitive advantages, including: (i) operating cost efficiencies, (ii) scalability and (iii) the capability to provide broad, high quality service offerings to our customers at competitive rates. In addition, our technology, including electronic patient records, and our expertise in providing both pre-hospital and hospital-based emergency care uniquely positions us to respond to community demand for enhanced coordination among their emergency service providers.

•  National contracting and preferred provider relationships. We are able to enter into national and regional contracts with managed care organizations and insurance companies. We have an exclusive provider contract with one of the largest managed care organizations and we have preferred provider status with several healthcare systems and many managed care organizations.

•  Ability to recruit and retain quality personnel. We are able to recruit and retain clinical and support employees by providing attractive compensation packages, comprehensive training programs, risk mitigation strategies, career development and greater breadth of job transferability. This lowers our costs associated with employee turnover and increases customer and patient satisfaction.

•  One of the keys to our success has been our ability to recruit and retain high quality medical personnel. AMR has a competitive advantage in recruiting quality medical personnel through our in-house paramedic training institute, which we believe is the largest in the United States. EmCare has developed proprietary software that allows us to identify physicians, based on multiple characteristics, matching the specific needs of our customers. We provide continuing education to our affiliated medical professionals through EMEDS, our in-house Emergency Medical Education Systems.

•  We believe our 79% and 94% retention rates in fiscal 2004 for full-time medical personnel at AMR and EmCare, respectively, are among the highest in the emergency medical services segments in which they compete. We believe that successfully recruiting and retaining highly qualified clinicians and healthcare professionals improves the overall experience and outcomes for our customers and patients while significantly reducing our operating costs.

      Long-Term Relationships with Existing Customers. We believe our long-term, well-established relationships with communities and healthcare facilities enhance our ability to retain existing customers and win new contracts. AMR and EmCare have maintained relationships with their ten largest customers for an average of 34 and 12 years, respectively, and during that time have continually demonstrated an ability to meet and exceed contractual commitments. As a result, we believe we are in an advantageous position at the time of contract renewal when a community or hospital is faced with a decision whether to retain its existing provider or explore other alternatives. We believe our industry-leading contract retention rates during fiscal 2004 reflect our ability to deliver on our service commitments to our customers over extended time periods.

      Strong Financial Performance. When we compete for new business, one of the key factors our potential customers evaluate is financial stability. As a result, we believe our track record of strong financial performance provides us with a competitive advantage over our competitors. We believe the quality and breadth of our service offerings has allowed us to increase our net revenue at a faster rate than the market for emergency medical services. We believe our ability to demonstrate consistently strong financial performance will continue to differentiate our company and provide a competitive advantage in winning new contracts and renewing existing contracts.

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      Focus on Risk Management. Considered by certain insurance industry consultants to be one of the leading programs of its kind in the emergency department industry, EmCare’s risk management initiatives are enhanced by the use of our professional liability claims database and comprehensive claims management. We analyze this data to demonstrate claim trends on a national, hospital, physician and procedure level, helping to manage and mitigate risk exposure. AMR’s risk/ safety program is aimed at reducing worker injuries through training and improved equipment, and increasing vehicle safety through the use of technology. Over the last three years, our workers compensation, auto, general and professional liability claims per 100,000 ambulance transports decreased 8.4% at AMR and our professional liability claims per 100,000 emergency department visits decreased 14.0% at EmCare.

      Investment in Core Technologies. We utilize technology as a means to enhance the quality, reduce the cost of our service offerings, more effectively manage risk and improve our profitability. For example:

•  We believe AMR is the largest user of ambulance electronic patient care records, or e-PCR. Our proprietary system enables us to eliminate the use of manual patient records by replacing them with electronic records, which we expect will reduce both chart errors and costs.

•  AMR utilizes proprietary software, Millennium, to determine the appropriate level of transportation services to be dispatched and track response times and other data for hospitals. Our initial implementation of these technologies has improved our ability to capture revenue, decrease our billing costs and bid more effectively for 911 contracts.

•  EmCare has developed proprietary physician recruitment software that has enhanced our recruitment efficiency and improved our physician retention rate.

•  At EmCare, we track risk exposure trends through what we believe is one of the largest emergency department risk databases, allowing us to assess, develop and implement targeted risk intervention programs.

      Proven and Committed Management Team. We are led by an experienced senior management team with an average of 21 years of experience in the healthcare industry. Our Chairman and Chief Executive Officer, William Sanger, has over 30 years of experience within the healthcare services industry, with leadership roles in multi-system hospitals, ambulatory care facilities, post-acute service facilities, physician management companies and insurance entities. Since Mr. Sanger joined us in 2001, our senior management team has been successful in growing the market share of our businesses, managing changes in reimbursement policy, reducing professional liability risk and improving the profitability of our operations.

Business Strategy

      We intend to leverage our competitive strengths to pursue our business strategy:

      Increase Revenue from Existing Customers. We believe our long track record of delivering excellent service and quality patient care, as well as the breadth of our services, creates opportunities for us to increase revenue from our existing customer base. We have established strategies aimed at assisting communities and facilities to manage their cost of emergency medical services. Some of our initiatives with existing customers include:

•  Implementing innovative productivity-enhancing programs

•  At EmCare, we have developed and implemented programs, such as “fast track” and advanced triage protocols, to improve throughput and wait times, thereby improving patient satisfaction and reducing the number of patients who leave without being seen.

•  At AMR, we have developed and implemented innovative programs to improve our productivity through decreased “drop” and “on scene” time. For example, we have recently established transition units at several hospitals to hold and monitor discharged patients awaiting transport, thereby increasing our productivity while accelerating inpatient bed availability and overall hospital throughput.

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•  Continuing to broaden product and service offerings to our customers

•  In 2002, we began marketing hospitalist services. Since that time, our hospitalist services revenue increased at a compound annual growth rate of 48.3% from $7.2 million to $23.5 million in fiscal 2004. Approximately fifty percent of our hospitalist contracts are with our emergency department customers.

•  At certain facilities, AMR provides a dedicated on-site non-emergency transport coordinator during times of peak demand to increase efficiency and ensure appropriate utilization of all medical transportation service levels.

      Grow Our Customer Base. We believe we have a unique competency in the treatment, management and billing of episodic and unscheduled care. We believe our long operating history, significant scope and scale and leading market position provide us with new and expanded opportunities to grow our customer base. We will continue to generate new revenue and client growth through:

•  Targeted geographic sales and marketing programs,

•  Pursuing new outsourcing opportunities for emergency department, hospitalist, radiology and ambulance services,

•  Expanding our public/private ambulance partnerships with local fire departments,

•  Evaluating opportunities that leverage our core businesses, including our communications center infrastructure, to manage health-related transportation logistics.

      EmCare was awarded 52 new contracts with net revenue of $79.0 million in 2003 and 58 new contracts with net revenue of $79.4 million in 2004. AMR was awarded 109 new contracts with net revenue of $17.1 million in 2003 and 60 new contracts with net revenue of $12.2 million in 2004.

      Pursue Select Acquisition Opportunities. The emergency medical services industry is highly fragmented, with only a few large national providers, and presents opportunities for consolidation. We plan to pursue select acquisitions in our core businesses, including acquisitions to enhance our presence in existing markets and our entry into new geographic markets. We will also explore the acquisition of complementary businesses, such as radiology, hospitalist and managed transportation services and seek opportunities to expand the scope of services in which we can leverage our core competencies.

      Utilize Technology to Differentiate Our Services and Improve Operating Efficiencies. We intend to continue to invest in technologies that broaden our services in the marketplace, improve patient care, enhance our billing efficiencies and increase our profitability. We believe that the complexities of the healthcare industry and customer demand for broader, more cost-effective service offerings will continue to benefit those providers that remain at the forefront of technological innovation. The following outlines certain technologies we utilize:

•  System Status Management (SSM): Enables AMR to use current incident data to position our vehicles efficiently, minimizing response time while maximizing asset utilization. We currently utilize SSM in all communities in which we operate under contracts to provide 911 emergency ambulance services. We believe we are one of only a few ambulance services providers that have begun to implement “real-time” SSM technology.

•  Electronic patient care record (e-PCR): Where implemented, allows AMR to capture billable revenue, decrease our billing costs and optimize reimbursement. In addition, our proprietary e-PCR enables us to shorten our billing cycle and reduce risk by utilizing defined clinical and rules-based protocols to capture patient information electronically.

•  Millennium software: Millennium, our proprietary software, allows us greater flexibility in meeting our customers’ needs. This rules-based software program integrates medical protocol, managed care criteria and other detailed data prescribed by our customers, enabling AMR to efficiently dispatch appropriate transport and more effectively track response time.

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•  EmSource: EmSource, our proprietary physician recruitment system, enables EmCare to more effectively recruit physicians who meet the needs of our customers. The system consists of a database of approximately 800,000 physicians that is updated weekly to provide the most current physician contact available.

•  EmBillz: EmBillz, our proprietary coding, billing and accounts receivable management system, enables EmCare to more effectively process more than five million emergency department visits each year.

      Continued Focus on Risk Management. Through our risk management and quality assurance staffs, technology platform and well-trained medical personnel, we will continue to conduct aggressive risk management programs for loss prevention and early intervention. We will continue to develop and utilize clinical “fail safes” and use technology in our ambulances to reduce vehicular incidents.

      Implement Cost Rationalization Initiatives. We will continue to rationalize our cost structure by aligning compensation with productivity, developing risk management initiatives that are focused on mitigating risk exposures, and eliminating costs in our national and regional corporate support structure. Since our acquisition of AMR and EmCare, we have completed our preliminary analysis of certain of our support areas, including accounting, legal, information services and human resources, and have begun to implement initiatives to increase productivity and achieve further economies of scale across the company.

Company History

      Effective January 31, 2005, an investor group led by Onex Partners LP and Onex Corporation, and including members of our management, purchased our operating subsidiaries — AMR and EmCare — from Laidlaw International, Inc. Laidlaw had acquired AMR and EmCare in 1997.

      The purchase price for AMR and EmCare totaled $828.8 million. We funded the purchase price and related transaction costs with equity contributions of $219.2 million, the issuance and sale of $250.0 million principal amount of our senior subordinated notes and borrowings under our senior secured credit facility, including a term loan of $350.0 million and approximately $20.2 million under our revolving credit facility. We intend to use approximately $                     million of the net proceeds from this offering to repay debt outstanding under our senior secured credit facility.

      Since completing our acquisition of AMR and EmCare, we have operated through a holding company, EMS L.P., that is a limited partnership. As described in “Formation of Holding Company”, our new holding company will be a Delaware corporation upon completion of this offering.

Business Segments

      We operate our business and market our services under our two business segments: AMR and EmCare. We provide ambulance transport services in 34 states and the District of Columbia and provide services to emergency department and hospitalist programs in 39 states.

      We believe that our operational structure enhances service delivery and maintains favorable executive contact with key contract decision-makers and community leaders. Each region provides operational support and management of our local business operating sites and facilities. Our regional management is responsible for growing the business in the region, overseeing key community and facility relationships, managing labor and employee relations and providing regional support activities to our operating sites.

      We provide strategic planning, centralized financial support, payroll administration, legal services, human resources, coordinated marketing and purchasing efforts and risk management through our National Resource Center. We also support our operating sites with integrated information systems and standardized procedures that enable us to efficiently manage the billing and collections processes.

      The following is a detailed business description for our two business segments.

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American Medical Response

      American Medical Response, Inc., or AMR, is the leading provider of ambulance services in the United States. AMR and our predecessor companies have a long history in emergency medical services, having provided services to some communities for more than 50 years. We have an 8% share of the total ambulance services market and a 21% share of the private provider ambulance market. During fiscal 2004, AMR treated and transported approximately 3.7 million patients in 34 states utilizing more than 4,200 vehicles that operated out of more than 200 sites. AMR has approximately 2,550 contracts with communities, government agencies, healthcare providers and insurers to provide ambulance transport services. AMR’s broad geographic footprint enables us to contract on a national and regional basis with managed care and insurance companies. AMR has made significant investments in technology, customer service programs, employee training and risk mitigation programs to deliver a compelling value proposition to our customers, which has led to what we believe is our industry-leading contract retention rate of 99% in fiscal year 2004 and significant new contract wins.

      For fiscal 2004, approximately 57% of AMR’s net revenue was generated from emergency 911 ambulance services, which include treating and stabilizing patients, transporting the patient to a hospital or other healthcare facility and providing attendant medical care en-route. Non-emergency ambulance services, including critical care transfer, wheelchair transports and other interfacility transports, accounted for 32% of AMR’s net revenue for the same period, with the balance generated from the provision of training, dispatch centers and other services to communities and public safety agencies. For the fiscal year ended August 31, 2004, AMR generated net revenue of $1.1 billion.

      We have been instrumental in the development of protocols and policies applicable to the emergency services industry. We believe our key business competencies in communications and logistics management and our partnerships with local fire departments, which represented approximately 21% of AMR’s net revenue in fiscal 2004, enable us to operate profitably in both large and small communities and position us to continue our growth organically.

      We provide substantially all of our ambulance services under our AMR brand name. We operate under other names when required to do so by local statute or contractual agreement.

Services

      We provide a full range of emergency and non-emergency ambulance transport and related services, which include:

      Emergency Response Services (911). We provide emergency response services primarily under long-term exclusive contracts with communities and hospitals. Our contracts typically stipulate that we must respond to 911 calls in the designated area within a specified response time. We utilize two types of ambulance units — Advanced Life Support, or ALS, units and Basic Life Support, or BLS, units. ALS units, which are staffed by two paramedics or one paramedic and an emergency medical technician, or EMT, are equipped with high-acuity life support equipment such as cardiac monitors, defibrillators and oxygen delivery systems, and carry pharmaceutical and medical supplies. BLS units are usually staffed by two EMTs and are outfitted with medical supplies and equipment necessary to administer first aid and basic medical treatment. The decision to dispatch an ALS or BLS unit is determined by our contractual requirements, as well as by the nature of the medical situation.

      Under certain of our 911 emergency response contracts, we are the first responder to an emergency scene. However, under most of our 911 contracts, the local fire department is the first responder. In these situations, the fire department typically begins stabilization of the patient. Upon our arrival, we continue stabilization through the provision of attendant medical care and transport the patient to the closest appropriate healthcare facility. In certain communities where the fire department historically has been responsible for both first response and emergency services, we seek to develop public/private partnerships with fire departments rather than compete with them to provide the emergency service. These partnerships emphasize collaboration with the fire departments and afford us the opportunity to

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provide 911 emergency services in communities that, for a variety of reasons, may not otherwise have outsourced this service to a private provider. In most instances, the provision of emergency services under our partnerships closely resembles that of our most common 911 contracts described above. What differentiates the public/private partnerships is the level of contractually negotiated collaboration and coordination between AMR and the fire department. As an example, in several of our public/private partnerships, we utilize a fire department-employed paramedic when we transport the patient and subsequently reimburse the fire department for its employee’s time. These partnerships benefit both parties — they create a new revenue source for the fire department while relieving it of the complexities associated with the emergency transport business, and they enable us to provide emergency response services in communities that may not otherwise have outsourced this service. In addition, the public/private partnerships lower our costs by reducing the number of full-time paramedics we would otherwise require. We estimate that these public/private partnerships represented approximately 20% of AMR’s net revenue in fiscal 2004.

      Non-Emergency Transport Services. With non-emergency services, we provide transportation to patients requiring ambulance or wheelchair transport with varying degrees of medical care needs between healthcare facilities or between healthcare facilities and their homes. Unlike emergency response services, which typically are provided by communities or private providers under exclusive or semi-exclusive contracts, non-emergency transportation usually involves multiple contract providers at a given facility, with one or more of the competitors designated as the “preferred” provider. Non-emergency transport business generally is awarded by a healthcare facility, such as a hospital or nursing home, or a healthcare payor, such as an HMO, managed care organization or insurance company.

      Non-emergency transport services include: (i) critical care transport, (ii) wheelchair and stretcher-car transports, and (iii) other inter-facility transports.

•  Critical care transports are provided to medically unstable patients (such as cardiac patients and neonatal patients) who require critical care while being transported between healthcare facilities. Critical care services differ from ALS services in that the ambulance may be equipped with additional medical equipment and may be staffed by one of our medical specialists or by an employee of a healthcare facility to attend to a patient’s specific medical needs.

•  Wheelchair and stretcher-car transports are non-medical transportation provided to handicapped and certain non-ambulatory persons in some service areas. In providing this service, we use vans that contain hydraulic wheelchair lifts or ramps operated by drivers who generally are trained in cardiopulmonary resuscitation, or CPR.

•  Other inter-facility transports, that require advanced or basic levels of medical supervision during transfer, may be provided when a home-bound patient requires examination or treatment at a healthcare facility or when a hospital inpatient requires tests or treatments (such as magnetic resonance imaging, or MRI, testing, CAT scans, dialysis or chemotherapy treatment) available at another facility. We use ALS or BLS ambulance units to provide general ambulance services depending on the patient’s needs.

      Other Services. In addition to our 911 emergency and non-emergency ambulance services, we provide the following services:

•  Dispatch Services. Our dispatch centers manage our own calls and, in certain communities, also manage dispatch centers for public safety agencies, such as police and fire departments, aeromedical transport programs and others.

•  Event Medical Services. We provide medical stand-by support for concerts, athletic events, parades, conventions, international conferences and VIP appearances in conjunction with local and federal law enforcement and fire protection agencies. We have contracts to provide stand-by support for numerous sports franchises, such as the Oakland Raiders, Oakland Athletics, Detroit Lions and Los Angeles Dodgers, as well as for various NASCAR events, Hollywood production studios and other specialty events.

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•  Managed Transportation Services. Managed care organizations and insurance companies contract with us to manage various of their medical transportation-related needs, including call-taking and scheduling, management of a network of transportation providers and billing and reporting through our e-PCR system.

•  Paramedic Training. We own and operate Northern California Training Institute, or NCTI, the largest paramedic training school in the United States and the only accredited institution of its size, with over 500 graduates each year.

Medical Personnel and Quality Assurance

      Approximately 76% of our 18,000 employees have daily contact with patients, including approximately 5,100 paramedics, 7,500 EMTs and 200 nurses. Paramedics and EMTs must be state-certified to transport patients and perform emergency care services. Certification as an EMT requires completion of a minimum of 140 hours of training in a program designated by the United States Department of Transportation, such as those offered at our training institute, NCTI. Once this program is completed, state-certified EMTs are then eligible to participate in a state-certified paramedic training program. The average paramedic program involves over 1,000 hours of academic training in advanced life support and assessment skills.

      Local physician advisory boards develop medical protocols to be followed by paramedics and EMTs in a service area. In addition, instructions are conveyed on a case-by-case basis through direct communications between the ambulance crew and hospital emergency room physicians during the administration of advanced life support procedures. Both paramedics and EMTs must complete continuing education programs and, in some cases, state supervised refresher training examinations to maintain their certifications.

      We maintain a commitment to provide high quality pre- and post-hospital emergency medical care. In each location in which we provide services, a medical director, who usually is a physician associated with a hospital we serve, monitors adherence to medical protocol and conducts periodic audits of the care provided. In addition, we hold retrospective care audits with our employees to evaluate compliance with medical and performance standards.

      Our commitment to quality is reflected in the fact that 15 of our dispatch centers across the country are accredited by the Commission on Accreditation of Ambulance Services, or CAAS, representing 16% of the total CAAS accredited agencies. CAAS is a joint program between the American Ambulance Association and the American College of Emergency Physicians. The accreditation process is voluntary and evaluates numerous qualitative factors in the delivery of services. We believe communities and managed care providers increasingly will consider accreditation as one of the criteria in awarding contracts.

Billing and Collections

      Our internal patient billing services, or PBS, offices located across the United States invoice and collect for our services. We receive payment from the following sources:

•  the federal and state governments, primarily under the Medicare and Medicaid programs,

•  health maintenance organizations, preferred provider organizations and private insurers,

•  individual patients, and

•  community subsidies and fees.

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      Over the last three fiscal years, our self-pay revenue has remained stable as a percentage of AMR’s net revenue. The table below presents the approximate percentages of AMR’s net revenue from the following sources:

		Percentage of AMR
		Net Revenue
		Year Ended
		August 31,
		2002			2003			2004
Medicare			35	%		33	%		33	%
Medicaid			6			6			6
Commercial insurance/managed care			41			44			45
Self-pay			6			6			5
Subsidies/fees			12			11			11
	Total net revenue		100	%		100	%		100	%

      We have substantial experience in processing claims to third party payors and employ a billing staff trained in third party coverage and reimbursement procedures. Our integrated billing and collection systems allow us to tailor the submission of claims to Medicare, Medicaid and certain other third party payors and has the capability to electronically submit claims to the extent third party payors’ systems permit. This system also provides for tracking of accounts receivable and status pending payment. When collecting from individuals, we sometimes use an automated dialer that pre-selects and dials accounts based on their status within the billing and collection cycle, which we believe improved our collection rate.

      Companies in the ambulance services industry maintain significant provisions for doubtful accounts compared to companies in other industries. Collection of complete and accurate patient billing information during an emergency service call is sometimes difficult, and incomplete information hinders post-service collection efforts. In addition, we cannot evaluate the creditworthiness of patients requiring emergency transport services. Our allowance for doubtful accounts generally is higher for transports resulting from emergency ambulance calls than for non-emergency ambulance requests. See “Risk Factors — Risk Factors Related to Healthcare Regulation — Changes in the rates or methods of third party reimbursements may adversely affect our revenue and operations.”

      State licensing requirements, as well as contracts with communities and healthcare facilities, typically require us to provide ambulance services without regard to a patient’s insurance coverage or ability to pay. As a result, we often receive partial or no compensation for services provided to patients who are not covered by Medicare, Medicaid or private insurance. The anticipated level of uncompensated care and uncollectible accounts is considered in negotiating a government-paid subsidy to provide for uncompensated care, and permitted rates under contracts with a community or government agency.

      A significant portion of our ambulance transport revenue is derived from Medicare payments. The Balanced Budget Act of 1997, or BBA, modified Medicare reimbursement rates for emergency transportation with the introduction of a national fee schedule. The BBA provided for a phase-in of the national fee schedule by blending the new national fee schedule rates with ambulance service suppliers’ pre-existing “reasonable charge” reimbursement rates. The BBA provided for this phase-in period to begin on April 1, 2002, with full transition to the national fee schedule rates to be effective January 1, 2006. In some regions, the national fee schedule would have resulted in a decrease in Medicare reimbursement rates of approximately 25% by the end of the phase-in period. Partially in response to the dramatic decrease in rates dictated by the BBA in some regions, the Medicare Modernization Act established regional rates, certain of which are higher than the BBA’s national rates, and provided for the blending of the regional and national rates until January 1, 2010. Other rate provisions included in the Medicare Modernization Act provide further temporary mitigation of the impact of the BBA decreases, including a provision that provides for 1% to 2% increases for blended rates for the period from January 1, 2004 through December 31, 2006. Because the Medicare

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Modernization Act relief is of limited duration, we will continue to pursue strategies to offset the decreases mandated by the BBA, including seeking fee and subsidy increases.

      We estimate that the impact of the BBA rate decreases for fiscal 2003 and fiscal 2004 on AMR’s net revenue was $20 million and $17 million, respectively. We have been able to substantially mitigate the phase-in reductions of the BBA through additional fee and subsidy increases. As a 911 emergency response provider, we are uniquely positioned to offset changes in reimbursement by requesting increases in the rates we are permitted to charge for 911 services from the communities we serve. In response, these communities often permit us to increase rates for ambulance services from patients and their third party payors in order to ensure the maintenance of required community-wide 911 emergency response services. While these rate increases do not result in higher payments from Medicare and certain other public or private payors, overall they increase our revenue.

      See “Regulatory Matters — Medicare, Medicaid and Other Government Program Reimbursement” for additional information on reimbursement from Medicare, Medicaid and other government-sponsored programs.

Contracts

      As of June 30, 2005, we had approximately 153 contracts with communities and government agencies to provide 911 emergency response services. Contracts with communities to provide emergency transport services are typically exclusive, three to five years in length and generally are obtained through a competitive bidding process. In some instances where we are the existing provider, communities elect to renegotiate existing contracts rather than initiate new bidding processes. Our 911 contracts often contain options for earned extensions or evergreen provisions. We have improved our contract retention rate to 99% for fiscal 2004 compared to 81% in fiscal 2001. In fiscal 2004, our top ten 911 contracts accounted for approximately $243.3 million, or 23.1% of AMR’s net revenue. We have served these ten customers on a continual basis for an average of 34 years.

      Our 911 emergency response contracts typically specify maximum fees we may charge and set forth minimum requirements, such as response times, staffing levels, types of vehicles and equipment, quality assurance and insurance coverage. Communities and government agencies may also require us to provide a performance bond or other assurances of financial responsibility. The rates we are permitted to charge for services under a contract for emergency ambulance services and the amount of the subsidy, if any, we receive from a community or government agency depend in large part on the nature of the services we provide, payor mix and performance requirements.

      We have approximately 2,400 contracts to provide non-emergency ambulance services with hospitals, nursing homes and other healthcare facilities that require a stable and reliable source of medical transportation for their patients. These contracts typically designate us as the preferred ambulance service provider of non-emergency ambulance services to those facilities and permit us to charge a base fee, mileage reimbursement, and additional fees for the use of particular medical equipment and supplies. We also provide a significant portion of our non-emergency transports to facilities and organizations in competitive markets without specific contracts.

      Non-emergency transports often are provided to managed care or insurance plan members who are stabilized at the closest available hospital and are then moved to facilities within their health plan’s network. We believe the increased prevalence of managed care benefits larger ambulance service providers, which can service a higher percentage of a managed care provider’s members. This allows the managed care provider to reduce its number of vendors, thus reducing administrative costs and allowing it to negotiate more favorable rates with healthcare facilities. Our scale and broad geographic footprint enable us to contract on a national and regional basis with managed care and insurance companies. We have multi-year contracts with large healthcare networks and insurers including Kaiser, Aetna, Healthnet, Cigna and SummaCare. None of these customers represent revenue that amounts to 10% of our fiscal 2004 total net revenue.

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      We believe that communities, government agencies, healthcare facilities, managed care companies and insurers consider the quality of care, historical response time performance and total cost to be among the most important factors in awarding and renewing contracts.

Dispatch and Communications

      Dispatch centers control the deployment and dispatch of ambulances in response to calls through the use of sophisticated communications equipment 24 hours a day, seven days a week. In many operating sites, we communicate with our vehicles over dedicated radio frequencies licensed by the Federal Communications Commission. In certain service areas with a large volume of calls, we analyze data on traffic patterns, demographics, usage frequency and similar factors with the aid of System Status Management, or SSM technology, to help determine optimal ambulance deployment and selection. In addition to dispatching our own ambulances, we also provide and staff 52 dispatch centers for communities where we are not an ambulance service provider. Our dispatch centers are staffed by EMTs and other experienced personnel who use local medical protocols to analyze and triage a medical situation and determine the best mode of transport.

      Emergency Transport. Depending on the emergency medical dispatch system used in a designated service area, the public authority that receives 911 emergency medical calls either dispatches our ambulances directly from the public control center or communicates information regarding the location and type of medical emergency to our control center which, in turn, dispatches ambulances to the scene. While the ambulance is en-route to the scene, the ambulance receives information concerning the patient’s condition prior to the ambulance’s arrival at the scene. Our communication systems allow the ambulance crew to communicate directly with the destination hospital to alert hospital medical personnel of the arrival of the patient and the patient’s condition and to receive instructions directly from emergency room personnel on specific pre-hospital medical treatment. These systems also facilitate close and direct coordination with other emergency service providers, such as the appropriate police and fire departments, that also may be responding to a call.

      Non-Emergency Transport. Requests for non-emergency transports typically are made by physicians, nurses, case managers and hospital discharge coordinators who are interested primarily in prompt ambulance arrival at the requested pick-up time. We are also offering on-line, web-enabled transportation ordering to certain facilities. We use our Millennium software to track and manage requests for transportation services for large healthcare facilities and managed care companies.

Management Information Systems

      We support our regions with integrated information systems and standardized procedures that enable us to efficiently manage the billing and collections processes and financial support functions. Our recently developed technology solutions provide information for operations personnel, including real-time operating statistics, tracking of strategic plan initiatives, electronic purchasing and inventory management solutions.

      We have three management information systems that we believe have significantly enhanced our operations — our e-PCR technology, our Millennium call-taking system and our SSM ambulance positioning system.

      e-PCR. In those operating sites where we have implemented it, our e-PCR technology, has enhanced the process of capturing clinical patient data. The electronic record replaces the paper patient care record and provides the paramedic with clinical flowcharts to document each assessment and procedure performed. The technology also integrates patient clinical and demographic information with billing information, allowing the ambulance crew to ensure that patient information is updated at the scene. Billing information can be transmitted electronically while the ambulance is en-route, thus reducing the billing cycle time and the cost associated with the manual input of patient care record information. Our initial implementation of this technology has improved our ability to capture billable revenue and decrease our billing costs. We currently employ e-PCR technology on ruggedized laptops in five of our operating sites and we plan to implement it in six additional operating sites in fiscal 2005. This technology currently is available in operating sites that

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accounted for approximately 9% of AMR’s fiscal 2004 ambulance transports and approximately 12% of AMR’s fiscal 2004 net transport revenue. Together with the operating sites to be added in fiscal 2005, the e-PCR technology would have accounted for 11% of AMR’s fiscal 2004 ambulance transports and 13% of its fiscal 2004 net transport revenue. Our per unit e-PCR capital costs continue to decline as hardware costs decline.

      Millennium. Our proprietary Millennium system is a call-taking application that tracks and manages requests for transportation services for large healthcare facilities and managed care companies. The system is designed to make certain medical necessity and benefit level determinations prior to transport. These determinations can be customized to fit an individual customer’s needs. Customers call a single toll-free telephone number and are routed to the appropriate AMR call center. The telephone system is integrated into the Millennium application, which gives the answering agent specific call information, including customized greetings, patient information and priority of the call. The system logic verifies whether the transport is authorized by the health plan. If the transport is determined to be appropriate, the system then assigns a response time and level of service based on the information obtained from the requestor. In fiscal 2004, we utilized Millennium for approximately 217,000 transactions resulting in 210,000 transports in the year. We have initiated a campaign to promote the benefits of this system to other potential customers.

      SSM. Our SSM technology enables us to use historical data on fleet usage patterns to predict where our emergency transport services are likely to be required. SSM also creates a visual display of current demand, allowing us to position our ambulance units more effectively. This flexible deployment allows us to improve response times and increase asset utilization. Additionally, we have recently begun to implement “real-time” SSM. This state-of-the-art SSM technology will allow us to continuously position our ambulances in optimized locations, thereby further improving response times and maximizing asset utilization. We believe our ability to continue deploying real-time SSM will further differentiate us from our competitors in terms of both service quality and cost.

Sales and Marketing

      Our 100-person sales and marketing team is comprised of two distinct groups — one focused primarily on contract retention and the other on generating new sales. Many of our sales and marketing employees are former paramedics or EMTs who began their careers in the emergency transportation industry and are therefore well-qualified to understand the needs of our customers. Our sales force is incentivized through a compensation package that includes base salary and significant bonus potential based on achieving specified performance targets.

      We continue to seek expansion in both the geographic markets we serve and the scope of services we provide in existing markets. Ownership of the local emergency response contract can be advantageous to us when bidding for non-emergency business, because our existing fleet of ambulances and dispatch centers maintained for emergency response can also be used for non-emergency business. For the same reason, our ownership of a successful non-emergency business can be advantageous to us when trying to unseat an incumbent emergency response operator or to obtain a contract in a newly privatized market.

Risk Management

      We are committed to the safety of our employees and the patients and communities we serve. Our commitment is manifested in our World Class Safety Program, which has gained distinction with the National Safety Council and has served as a benchmark for other companies. This program consists of two important goals:

•  To be the leader for safety in the emergency medical services industry, and

•  To be recognized as a leader for safety among all industries.

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      Our World Class Safety Program is built upon five important components:

•  Selecting highly qualified employees,

•  Providing exemplary safety policies and programs to control losses,

•  Effective training and education programs,

•  Accountability of management and employees for safety of the operation, and

•  Continuous review of new opportunities and existing programs for improvement.

      We train and educate all new employees about our safety programs including, among others, emergency vehicle operations, various medical protocols, use of equipment and patient focused care and advocacy. Our safety training also involves continuing education programs and a monthly safety awareness campaign. We also work directly with manufacturers to design equipment modifications that enhance both patient and clinician safety.

      Our safety and risk management team develops and executes strategic planning initiatives focused on mitigating the factors that drive losses in our operations. We aggressively investigate and respond to all incidents we believe may result in a claim. Operations supervisors submit documentation of such incidents to the third party administrator handling the claim. We have a dedicated liability unit with our third party administrator which actively engages with our staff to gain valuable information for closure of claims. Information from the claims database is an important resource for identifying trends and developing future safety initiatives.

      We utilize an on-board monitoring system, RoadSafety, which measures operator performance against our safe driving standards. Our operations using RoadSafety have experienced improved driving behaviors within 90 days of installation. RoadSafety has been implemented in 49% of our vehicles in the emergency response markets and is being expanded to 58% of our emergency fleet in fiscal 2006. We expect to recover the average cost per vehicle over a period of approximately 24 months from installation due to reduced vehicle maintenance and repair expenses.

      We estimate that, in fiscal 2004, our costs for vehicle collisions were 19% lower than in fiscal 2000 and our average cost per vehicle claim was 37% lower than in fiscal 2000. Over the same period, we estimate that we reduced patient care incidents and employee injuries by 8% and 25%, respectively.

Competition

      Our predominant competitors are fire departments, with 35% of the ambulance transport services market. Firefighters have traditionally acted as the first responders during emergencies, and in many communities provide emergency medical care and transport as well. In many communities we have established public/private partnerships, in which we integrate our transport services with the first responder services of the local fire department. We believe these public/private partnerships provide a model for us to collaborate, rather than compete, with fire departments to increase the number of communities we serve.

      Competition in the ambulance transport market is based primarily on:

•  pricing,

•  the ability to improve customer service, such as on-time performance and efficient call intake,

•  the ability to recruit, train and motivate employees, particularly ambulance crews who have direct contact with patients and healthcare personnel, and

•  billing and reimbursement expertise.

      Our largest competitor, Rural/ Metro Corporation, is the only other national provider of ambulance transport services and generates less than half of AMR’s net revenue. Our other private provider competitors include Southwest Ambulance in Arizona and New Mexico, Acadian Ambulance Service in Louisiana and small, locally owned operators that principally serve the inter-facility transport market.

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Insurance

      Workers Compensation, Auto and General Liability. For periods prior to September 1, 2001, we are fully-insured for our workers compensation, auto and general liability programs through Laidlaw’s captive insurance program. We have retained liability for the first $1 million to $2 million of the loss under these programs since September 1, 2001. Our self-insurance program, fronted by ACE American Insurance Co. in fiscal 2002 and 2003 and funded through Laidlaw’s captive insurance program in fiscal 2004 and 2005 to the date of our acquisition of AMR and EmCare, covers the first $2 million of auto and general liability claims per occurrence and the first $1 million of workers compensation claims per occurrence. From the date of the acquisition, our self-insurance program has been fronted by ACE. Generally, our umbrella policies covering claims that exceed our deductible levels have an annual cap of approximately $100 million.

      Professional Liability. For periods prior to April 15, 2001, we are insured for our professional liability claims through third party insurers. Since April 15, 2001, we have a self-insured retention for our professional liability coverage. The self-insured retention covers the first $2 million for policy year ending April 15, 2002, the first $5 million for policy years ending April 15, 2003 and 2004 and the first $5.5 million for the policy years ending April 15, 2005 and 2006. In addition, we have umbrella policies with third party insurers covering claims exceeding these retention levels with an aggregate cap of $10 million for each separate policy period.

Property

      Vehicle Fleet. We operate approximately 4,200 vehicles. Of these, approximately 3,100 are ambulances, 600 are wheelchair vans and 500 are support vehicles. We own approximately 89% of our vehicles and lease the balance. We replace ambulances based upon age and usage, but generally every eight to ten years. The average age of our existing ambulance fleet is approximately five years. We primarily use in-house maintenance services to maintain our fleet. In those operations where our fleet is small and quality external maintenance services that agree to maintain our fleet in accordance with AMR standards are available, we utilize these maintenance services. We are exploring ways to decrease our overall capital expenditures for vehicles, including major refurbishing and overhaul of our vehicles to extend their useful life.

      Facilities. We lease approximately 55,000 square feet in an office building at 6200 S. Syracuse Way, Greenwood Village, Colorado for the AMR and Emergency Medical Services corporate headquarters. We also lease administrative facilities and other facilities used principally for ambulance basing, garaging and maintenance in those areas in which we provide ambulance services. We own 14 facilities used principally for administrative services and stationing for our ambulances. We believe our present facilities are sufficient to meet our current and projected needs, and that suitable space is readily available should our need for space increase. Our leases expire at various dates through 2014.

Environmental Matters

      We are subject to federal, state and local laws and regulations relating to the presence of hazardous materials and pollution and the protection of the environment, including those governing emissions to air, discharges to water, storage, treatment and disposal of wastes, including medical waste, remediation of contaminated sites, and protection of worker health and safety. We believe our current operations are in substantial compliance with all applicable environmental requirements and that we maintain all material permits required to operate our business.

      Certain environmental laws impose strict, and under certain circumstances joint and several, liability for investigation and remediation of the release of regulated substances into the environment. Such liability can be imposed on current or former owners or operators of contaminated sites, or on persons who dispose or arrange for disposal of wastes at a contaminated site. Releases have occurred at a few of the facilities we lease as a result of historical practices of the owners or former operators. Based on available information, we do not believe that any known compliance obligations, releases or investigations under environmental laws or regulations will have a material adverse effect on our business, financial position and results of operations. However, there can be no guarantee that these releases or newly discovered information, more stringent

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enforcement of or changes in environmental requirements, or our inability to enforce available indemnification agreements will not result in significant costs.

Employees

      At June 30, 2005, we had approximately 18,000 employees, including approximately 5,100 paramedics, 7,500 EMTs, 200 nurses and 5,200 support personnel. Approximately 48% of our employees are represented by 41 collective bargaining agreements with 40 different union locals. Twelve of these collective bargaining agreements, representing approximately 1,850 employees, are subject to renegotiation in 2005, and 14 agreements, representing approximately 4,000 employees, are subject to renegotiation in 2006. We believe we have a good relationship with our employees. We have reduced our employee turnover to 19.9% in fiscal 2004, a 44.3% reduction since fiscal 2002. We have never experienced any union-related work stoppages.

Legal Matters

      We are subject to litigation arising in the ordinary course of our business, including litigation principally relating to professional liability, auto accident and workers compensation claims. There can be no assurance that our insurance coverage will be adequate to cover all liabilities occurring out of such claims. In the opinion of management, we are not engaged in any legal proceedings that we expect will have a material adverse effect on our business, financial condition, cash flows or results of our operations other than as set forth below.

      From time to time, in the ordinary course of business and like others in the industry, we receive requests for information from government agencies in connection with their regulatory or investigational authority. Such requests can include subpoenas or demand letters for documents to assist the government in audits or investigations. We review such requests and notices and take appropriate action. We have been subject to certain requests for information and investigations in the past and could be subject to such requests for information and investigations in the future.

      We are subject to the Medicare and Medicaid fraud and abuse laws, which prohibit, among other things, any false claims, or any bribe, kick-back, rebate or other remuneration, in cash or in kind, in return for the referral of Medicare and Medicaid patients. Violation of these prohibitions may result in civil and criminal penalties and exclusion from participation in the Medicare and Medicaid programs. We have implemented policies and procedures that management believes will assure that we are in substantial compliance with these laws, but we cannot assure you that the government or a court will not find that some of our business practices violate these laws.

      On May 9, 2002, we received a subpoena from the Office of Inspector General for the United States Department of Health and Human Services, or OIG. The subpoena requested copies of documents for the period from January 1993 through May 2002. The subpoena required us to produce a broad range of documents relating to Regional Emergency Services, or RES, contracts in Texas, Georgia and Colorado. The Department of Justice ultimately added allegations involving contracts in Texas to its other claims against RES and a hospital system arising from a contract between RES and the hospital system in Florida. These claims, including both Texas and Florida, were settled by RES and the hospital system for approximately $20.0 million, of which we were responsible for, and have paid, $5.0 million. The government investigations in Georgia and Colorado have not been resolved.

      During the first quarter of fiscal 2004, we were advised by the U.S. Department of Justice that it was investigating certain business practices at AMR. The specific practices at issue were (1) whether ambulance transports involving Medicare eligible patients complied with the “medical necessity” requirement imposed by Medicare regulations, (2) whether patient signatures, when required, were properly obtained from Medicare eligible patients, and (3) whether discounts in violation of the federal Anti-Kickback Statute were provided by AMR to hospitals and nursing homes in exchange for referrals involving Medicare eligible patients. This investigation has not yet been resolved. In connection with the third issue, the government has alleged that certain of our hospital and nursing home contracts in effect in Texas, primarily certain contracts in effect in 1996 and 1997, contained discounts in violation of the federal Anti-Kickback Statute. The government

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recently has provided us with an analysis of the investigation conducted in connection with this contract issue, and invited us to respond. We are considering the government’s analysis and intend to provide our views, as requested. The government may also be investigating whether our contracts with health facilities in Oregon and other jurisdictions violate the Anti-Kickback Statute.

      On July 12, 2005, we received a letter and draft Audit Report from the OIG requesting our response to its draft findings that our Massachusetts subsidiary received $1.9 million in overpayments from Medicare for services performed between July 1, 2002 and December 31, 2002. The draft findings state that some of these services did not meet Medicare medical necessity and reimbursement requirements. We disagree with the OIG’s finding and are in the process of responding to the draft Audit Report. If we are unsuccessful in challenging the OIG’s draft findings, and in any administrative appeals to which we may be entitled following the release of a final Audit Report, we may be required to make a substantial repayment.

EmCare

      EmCare is the largest provider of outsourced emergency department staffing and related management services to healthcare facilities in the United States. EmCare has a 6% share of the total emergency department services market and a 9% share of the outsourced emergency department services market. During fiscal 2004, EmCare had approximately 5.3 million patient visits in 39 states. EmCare has 329 exclusive contracts with hospitals and independent physician groups to provide emergency department and hospitalist staffing, management and other administrative services. We believe that EmCare’s successful physician recruitment and retention, high level of customer service and advanced risk management programs have resulted in what we believe is our industry-leading contract retention rate of 91% in fiscal 2004 and new contract wins.

      EmCare primarily provides emergency department staffing and related management services to healthcare facilities. We recruit and hire or subcontract with physicians and other healthcare professionals, who then provide professional services to the hospitals with whom we contract. We also have practice support agreements with independent physician groups and hospitals pursuant to which we provide unbundled management services such as billing and collection, recruiting, risk management and certain other administrative services. For the fiscal year ended August 31, 2004, EmCare generated net revenue of $549.8 million.

      In addition, we have become one of the leading providers of hospitalist services. A hospitalist is a physician who specializes in the care of acutely ill patients in an in-patient setting. While we have provided limited hospitalist services for the past 10 years, it is only in the last 18 months that we have focused on expanding this program. We have increased our hospitalist programs from 8 contracts at August 31, 2003 to 28 contracts at June 30, 2005, increasing our net revenue for this program from approximately $7.2 million in fiscal 2001 to approximately $23.5 million, or approximately 4% of EmCare’s net revenue, for fiscal 2004. As of June 30, 2005, we independently contracted with or employed approximately 170 hospitalist physicians.

      EmCare was founded in Dallas, Texas in 1972. Initially we grew by targeting larger hospitals in the Texas marketplace. We then expanded our presence nationally, primarily through a series of acquisitions in the 1990s. Throughout our history, EmCare has enjoyed a strong reputation as a quality provider of emergency department staffing and related management services.

      The range of staffing and related management services we provide includes:

•  recruiting, scheduling and credentials coordination for clinical professionals,

•  support services, such as payroll, insurance coverage, continuing education services and management training, and

•  coding, billing and collection of fees for services provided by medical professionals.

      We are a leading provider of outsourcing services to both market segments, and have developed specific competencies and operating groups to address the unique needs of each. In fiscal 2004, the high volume and

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medium to low volume segments represented 88% and 12%, respectively, of our emergency department net revenue.

Services

      We provide a full range of outsourced physician staffing and related management services for emergency department and hospitalist programs, which include:

      Contract Management. We utilize an integrated approach to contract management that involves physicians, non-clinical business experts, operational efficiency specialists and hospital representatives. Together, the team works to improve the quality and reduce the cost of care. We believe that our approach fosters the culture that is necessary to operate effectively in high stress emergency environments. An on-site medical director is responsible for the day-to-day oversight of the operation, including clinical quality, and works closely with the hospital’s management in developing strategic initiatives and objectives. The regional director of operations, which is a clinical position, provides systems analysis and improvement plans. A quality manager develops site-specific quality improvement programs, and practice improvement staff focuses on chart documentation and physician utilization patterns. The regional-based management staff provides support for these efforts and ensures that each customer’s expectations are identified, that service plans are developed and executed to meet those expectations, and that the company’s and the customer’s financial objectives are achieved.

      Staffing. We provide a full range of staffing services to meet the unique needs of each healthcare facility. Our dedicated clinical teams include qualified, career-oriented physicians and other healthcare professionals responsible for the delivery of high quality, cost-effective care. These teams also rely on managerial personnel, many of whom have clinical experience, who oversee the administration and operations of the clinical area. As a result of our staffing services, healthcare facilities can focus their efforts on improving their core business of providing healthcare services for their communities rather than recruiting and managing physicians. Ensuring that each contract is staffed with the appropriately qualified physicians and that coverage is provided without any service deficiencies is critical to the success of the contract. We believe that our approach to recruiting, staffing and scheduling provides us with a unique advantage in achieving these objectives.

      Recruiting. Many healthcare facilities lack the resources necessary to identify and attract specialized, career-oriented physicians. We have committed significant resources to the development of a proprietary national physician database that we utilize in our recruiting programs across the country. Our marketing and recruiting staff continuously updates our database of more than 800,000 physicians with relevant data to allow us to match potential physician candidates to specific openings based upon personal preferences. This targeted recruiting method increases the success and efficiency of our recruiters, and we believe significantly increases our physician retention rates. We actively recruit physicians through various media options including telemarketing, direct mail, conventions, journal advertising and our Internet site.

      Scheduling. Our scheduling departments assist our medical directors in scheduling physicians and other healthcare professionals in accordance with the coverage model at each facility. We provide 24-hour service to ensure that unscheduled shift vacancies, due to situations such as physician illness and personal emergencies, are filled with alternative coverage.

      Payroll Administration and Benefits. We provide payroll administration services for the physicians and other healthcare professionals with whom we contract to provide services at customer sites. Our clinical employees benefit significantly by our ability to aggregate physicians to provide professional liability coverage at lower rates than many hospitals or physicians could negotiate on a stand-alone basis. Additionally, healthcare facilities benefit from the elimination of the overhead costs associated with the administration of payroll and, where applicable, employee benefits.

      Customer Satisfaction Programs. We design and implement customized patient satisfaction programs for our hospital customers. These programs are designed to improve patient satisfaction through the use of

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communication, family inclusion and hospitality techniques. These programs are delivered to the clinical and non-clinical members of the hospital emergency department.

      Other Services. We provide a substantial portion of our services to hospitals through our affiliate physician groups. Because we have also identified situations in which hospitals and physicians are interested in receiving stand-alone management services such as billing and collection, scheduling, recruitment and risk management, we often unbundle our services to meet this need. Pursuant to these practice support agreements, which generally will have a term of one to three years, we provide these services to independent physician groups and healthcare facilities. As of August 31, 2004, we had 19 practice support agreements which generated $5.6 million in net revenue in fiscal 2004, a 33% increase over fiscal 2003. We are working to commercialize our expertise in staffing and billing and expect to enter into similar stand-alone practice support agreements.

      Operational Assessments. We undertake operational assessments for our hospital customers that include comprehensive reviews of critical operational matrices, including turnaround times, triage systems, “left without being seens,” throughput times and operating systems. These assessments establish baseline values, develop and implement process improvement programs, and then monitor the success of the initiatives. This is an ongoing process that we continually monitor and modify.

      Practice Improvement. We provide ongoing comprehensive documentation review and training for our affiliated physicians. We review certain statistical indicators that allow us to provide specific training to individual physicians regarding documentation, and we tailor training for broader groups of physicians as we see trends developing in documentation-related areas. Our training focuses on the completeness of the medical record or chart, specific payor requirements, and government rules and regulations.

Risk Management

      We utilize our risk management department, senior medical leadership and on-site medical directors to conduct aggressive risk management and quality assurance programs. We take a proactive role in promoting early reporting, evaluation and resolution of incidents that may evolve into claims. Our risk management function is designed to mitigate risk associated with the delivery of care and to prevent or minimize costs associated with medical professional liability claims and includes:

•  Incident Reporting Systems. We have established a comprehensive support system for medical professionals. Our Risk Management Hotline provides each physician with the ability to discuss medical issues with a peer. In the event of a negative patient outcome, the physician may discuss legal and medical issues in anticipation of litigation directly with an EmCare attorney experienced with medical malpractice issues.

•  Tracking and Trending Claims. We have an extensive claims database developed from our experience in the emergency department setting. From this database, we track multiple data points on each professional liability claim. We utilize the database to identify claim trends and risk factors so that we can better target our risk management initiatives. Each year, we target the medical conditions associated with our most frequent professional liability claims, and provide detailed education to assist our affiliated medical professionals in treating these medical conditions.

•  Professional Risk Assessment. We conduct risk assessments of our medical professionals. Typically, a risk assessment includes a thorough review of professional liability claims against the professional, assessment of issues raised by hospital risk management and identification of areas where additional education may be advantageous for the professional.

•  Hospital Risk Assessment. We conduct risk assessments of potential hospital customers in conjunction with our sales and contracting process. As part of the risk assessment, registered nurses or physicians employed by us conduct a detailed analysis of the hospital’s operations affecting the emergency department or hospitalist services, including the triage procedures, on-call coverage, transfer procedures, nursing staffing and related matters in an effort to address risk factors contractually during negotiations with potential customer hospitals.

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•  Clinical Fail-Safe Programs. We review and identify key risk areas which we believe may result in increased incidence of patient injuries and resulting claims against us and our affiliated medical professionals. We continue to develop “fail-safe” clinical tools and make them available to our affiliated physicians for use in conjunction with their practice and to our customer hospitals for use as a part of their peer review process. These “fail-safe” tools assist physicians in identifying common patient attributes and complaints that may identify the patient as being at high risk for certain conditions (e.g., a heart attack).

•  Quality Improvement Programs. Our medical directors are actively engaged in their respective hospital’s quality improvement committees and initiatives. In addition, we provide tools that provide guidance to the medical directors on how to conduct quality reviews of their physicians and help them track their physicians’ medical practices.

•  Physician Education Programs. Our wholly owned subsidiary, Emergency Medical Education Systems, Inc, or EMEDS, conducts physician education through risk management and board review conferences and on-line teaching modules. Our affiliated medical professionals can access EMEDS to obtain valuable medical information. Our internal continuing education services are fully accredited by the Accreditation Council for Continuing Medical Education. This allows us to grant our physicians and nurses continuing education credits for internally developed educational programs at a lower cost than if such credits were earned through external programs. Our risk management department also provides other forms of education, including articles in the company newsletter that highlight current medical literature on important emergency medicine topics.

•  Proactive Professional Liability Claims Handling. We utilize a third party claims administrator to manage professional liability claims against companies and medical professionals covered under our insurance program. For each case, detailed reports are reviewed to ensure proactively that the defense is comprehensive and aggressive. Each professional liability claim brought against an EmCare affiliated medical professional or EmCare affiliated company is reviewed by EmCare’s Claims Committee, consisting of physicians, attorneys and company executives, before any resolution of the claim. The Claims Committee periodically instructs EmCare’s risk management department to undertake an analysis of particular physicians or hospital locations associated with a given claim.

Billing and Collections

      We receive payment for patient services from:

•  the federal and state governments, primarily under the Medicare and Medicaid programs,

•  health maintenance organizations, preferred provider organizations and private insurers,

•  hospitals, and

•  individual patients.

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      Over the last three fiscal years, our self-pay revenue has remained stable as a percentage of EmCare’s net revenue. The table below presents the approximate percentages of EmCare’s net revenue from the following sources:

		Percentage of EmCare’s
		Net Revenue
		Year Ended August 31,
		2002			2003			2004
Medicare			15	%		16	%		17	%
Medicaid			2			3			3
Commercial insurance/managed care			57			54			53
Self-pay			4			3			2
Subsidies/fees			22			24			25
	Total net revenue		100	%		100	%		100	%

      See “— Regulatory Matters — Medicare, Medicaid and Other Government Program Reimbursement” for additional information on reimbursement from Medicare, Medicaid and other government-sponsored programs.

      We code and bill for physician services through our wholly-owned subsidiary, Reimbursement Technologies, Inc. We utilize state-of-the-art document imaging and paperless workflow processes to expedite the billing cycle and improve compliance and customer service. Currently, at approximately 45% of our customer locations, medical records and emergency department logs are scanned and transmitted electronically to us. We are in the process of transitioning additional customers to on-site scanning. By providing these enhanced services, we believe we increase the value of services we provide to our customers and improve customer relations. Additionally, we believe these comprehensive services differentiate us in sales situations and improve the chance of being selected in competitive bidding processes.

      We do substantially all of the billing for our affiliated physicians, and we have extensive experience in processing claims to third party payors. We employ a billing staff of approximately 600 employees who are trained in third party coverage and reimbursement procedures. Our integrated billing and collection system uses proprietary software to tailor the submission of claims to Medicare, Medicaid and certain other third party payors and has the capability to electronically submit most claims to the third party payors’ systems. We forward uncollected accounts electronically to two outside collection agencies automatically, based on established parameters. Each of these collection agencies have on-site employees working at our in-house billing company to assist in providing patients with quality customer service. Our comprehensive billing and collection system allows us to have full control of accounts receivable at each step of the process.

Contracts

      We have contracts with (i) hospital customers to provide professional staffing and related management services, (ii) healthcare facilities and independent physician groups to provide management services, and (iii) affiliated physician groups and medical professionals to provide management services and various benefits.

      Hospital and Practice Support Contracts. As of June 30, 2005, EmCare provides services under 329 contracts. Typically, the agreements with the hospitals are awarded on a competitive basis, and have an initial term of three years with one-year automatic renewals and termination by either party on specified notice. We have improved our contract retention rate to 91% for fiscal 2004, up from 74% in fiscal 2001.

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      Our contracts with hospitals provide for one of three payment models:

•  we bill patients and third party payors directly for physician fees,

•  we bill patients and third party payors directly for physician fees, with the hospital paying us an additional pre-arranged fee for our services, and

•  we bill the hospitals directly for the services of the physicians.

      In all cases, the hospitals are responsible for billing and collecting for non-physician-related services.

      We have established long-term relationships with some of the largest names in healthcare services, including Baylor Health System, Community Health Systems, HCA, Quorum Healthcare, Tenet Healthcare and Universal Health System. None of these customers represent revenue that amounts to 10% of our fiscal 2004 total net revenue. Our top ten hospital emergency department contracts represent $68.3 million, or 12.4%, of EmCare’s fiscal 2004 net revenue. We have maintained our relationships with these customers for an average of 12 years.

      Affiliated Physician Group Contracts. In most states, we contract directly with our hospital customers to provide physician staffing and related management services. We, in turn, contract with a professional corporation that is wholly-owned by one or more physicians, which we refer to as an affiliated physician group, or with independent contractor physicians. It is these physicians who provide the medical professional services. We then provide comprehensive management services to the physicians. We typically provide professional liability and workers compensation coverage to our affiliated physicians.

      Certain states have laws that prohibit or restrict unlicensed persons or business entities from practicing medicine. The laws vary in scope and application from state to state. Some of these states may prohibit us from contracting directly with hospitals or physicians to provide professional medical services. In those states, the affiliated physician groups contract with the hospital, as well as all medical professionals. We provide management services to the affiliated physician groups.

      Medical Professional Contracts. We contract with medical professionals as either independent contractors or employees to provide services to our customers. The medical professionals generally are paid an hourly rate for each hour of coverage, a variable rate based upon productivity or contract margin, or a combination of both a fixed hourly rate and a variable rate component. We typically provide professional liability and workers compensation coverage to our medical professionals.

      The contracts with medical professionals typically have one-year terms with automatic renewal clauses for additional one-year terms. The contracts can be terminated with cause for various reasons, and usually contain provisions allowing for termination without cause by either party upon 90 days’ notice. Agreements with physicians generally contain a non-compete or non-solicitation provision and, in the case of medical directors, a non-compete provision. The enforceability of these provisions varies from state to state.

Management Information Systems

      We have invested in scalable information systems and proprietary software packages designed to allow us to grow efficiently and to deliver and implement our best practice procedures nationally, while retaining local and regional flexibility. We have developed and maintain integrated systems to facilitate the exchange of information between our regions and our customers.

      Our customers, affiliated physicians and employees throughout the country access a wide variety of information through our custom portal, www.emcare.com. Designed as a forum to deliver information and communicate with our various constituencies, this website provides a unifying platform to promote the growth in our business. It includes individualized content, including physician schedules, rosters and performance reports, all delivered securely to the intended individuals through the use of a password.

      We have developed and implemented the following proprietary applications that we believe provides us with a competitive advantage in billing and collections, and in recruiting, credentialing, enrolling, scheduling and compensating healthcare professionals.

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      EmSource is our system for our recruiting staff to source physician candidates. The system consists of a database of approximately 800,000 physicians that is updated weekly to provide the most current physician contact information available.

      EmTrac is our primary operations support system that supports credentialing and scheduling. Information collected in EmSource during the recruiting process populates EmTrac, forms the basis for the credentialing module, and is used to provide alerts on license and privilege expirations. EmTrac is used by our schedulers to match physician availability and preferences with the needs of the hospital customer.

      EmComp is our system for calculating physician’s gross pay and is an important tool supporting our compensation strategy. Physicians are compensated by a wide variety of pay plans ranging from simple hourly wages to “fee for service” plans linked to productivity. EmComp has been designed to support an unlimited variety of pay plans, thereby giving EmCare a competitive advantage in physician recruitment and retention. The system takes the actual hours worked from EmTrac and the production data from EmBillz, and applies the pay rules from the physician’s contract to calculate gross pay.

      EmBillz is the coding, billing and accounts receivable management system through which we process more than five million emergency department visits each year. This proprietary system supports the full collection process: from capturing the emergency department patient logs, coding and issuing bills in accordance with applicable federal and state regulations, and payment follow-up and cash receipt posting.

      Edison is a system that automates much of our physician enrollment. To bill Medicare, Medicaid and some other third party payors, each physician must have an approved provider number for that payor. There are hundreds of unique forms from the combination of states and payors. Edison facilitates the completion of the forms, thereby relieving physicians of significant administrative workload and enabling us to track pending receivables and ensure timely completion.

Sales and Marketing

      Contracts for outsourced emergency department and hospitalist services are obtained through strategic marketing programs and responses to requests for proposals. EmCare’s business development team includes five Vice Presidents of Practice Development located throughout the United States who are responsible for developing sales and acquisition opportunities for the operating group in his or her territory. A significant portion of the compensation program for these sales professionals is commission-based, with incentive compensation based on the profitability of the contracts they sell and actual contract performance in the first year. Leads for new hospital customers are developed through our business development group, which telemarkets the United States hospital industry. In addition, leads are generated through our website, journal advertising and a lead referral program. Each Vice President of Practice Development is responsible for working with the regional chief executive officer to structure and provide customer proposals for new prospects in their respective regions.

      Emergency medicine practices vary among healthcare facilities. A healthcare facility request for proposal generally will include demographic information of the facility department, a list of services to be performed, the length of the contract, the minimum qualifications of bidders, billing information, selection criteria and the format to be followed in the bid. Prior to responding to a request for proposal, EmCare’s senior management ensures that the proposal is in line with certain financial parameters. Senior management evaluates all aspects of each proposal, including financial projections, staffing model, resource requirements and competition, to determine how to best achieve our business objectives and the customer goals.

Competition

      The market for outsourced emergency department staffing and related management services is highly fragmented, with more than 800 national, regional and local providers handling over 113 million patient visits in 2003. There are more than 4,700 hospitals in the United States with emergency departments, of which approximately 67% currently outsource physician services. Of these hospitals that outsource, we believe

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approximately 50% contract with a local provider, 25% contract with a regional provider and 25% contract with a national provider.

      Competition for outsourced physician and other healthcare staffing and management service contracts is based primarily on:

•  the ability to recruit and retain qualified physicians,

•  the ability to improve department productivity and patient satisfaction while reducing overall costs,

•  the ability to integrate the emergency department with other hospital departments and to provide value added services,

•  billing and reimbursement expertise,

•  a reputation for compliance with state and federal regulations,

•  the breadth of staffing and management services offered, and

•  financial stability, demonstrating an ability to pay providers in a timely manner and provide professional liability insurance.

      Team Health is our largest competitor and has the second largest share of the emergency department services market with an approximately 4.4% share. The other national providers of outsourced emergency department services are Sterling Healthcare, National Emergency Service and the Schumacher Group, which tend to focus on hospitals with lower to medium volume emergency departments.

Insurance

      Professional Liability Program. For the period January 1, 2001 through December 31, 2004, our professional liability insurance program provided claims made insurance coverage with limits of $1 million per loss event, with a $3 million annual per physician aggregate, for all medical professionals for whom we have agreed to procure coverage. Our subsidiaries and affiliated corporate entities are provided with coverage of $1 million per loss event, but share a $10 million annual corporate aggregate.

      For the 2001 calendar year, Lexington Insurance Company provided the majority of the professional liability insurance coverage, subject to an aggregate policy limit of $10 million. We also procured coverage on a regional basis under separate policies of insurance during this period.

      For the 2002, 2003 and 2004 calendar years, Columbia Casualty Company and Continental Casualty Company, collectively referred to as CCC, provided our professional liability insurance coverage, covering all claims occurring and reported during those calendar years. The CCC policies have a retroactive date of January 1, 2001, thereby covering all claims occurring during the 2001 calendar year but reported in the 2002, 2003 and 2004 calendar years. We also procured coverage on a regional basis under separate policies of insurance during this period.

      We are maintaining our calendar year 2004 professional liability insurance program for calendar year 2005.

      Captive Insurance Arrangement. On December 10, 2001, we formed EMCA Insurance Company, Ltd., or EMCA, as a wholly owned subsidiary under the Companies Law of the Cayman Islands. EMCA reinsures CCC for all losses associated with the CCC insurance policies under the professional liability insurance program, and provides collateral for the reinsurance arrangement through a trust agreement.

      Workers Compensation Program. For the period September 1, 2002 through August 31, 2004, we procured workers compensation insurance coverage for employees of EmCare and affiliated physician groups through Continental Casualty Company. Continental reinsures a portion of this workers compensation exposure, on both a per claim and an aggregate basis, with EMCA.

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      From September 1, 2004, EmCare has insured its workers compensation exposure through The Travelers Indemnity Company, which reinsures a portion of the exposure with EMCA.

Properties

      We lease approximately 48,990 square feet in an office building at 1717 Main Street, Dallas, Texas for our corporate headquarters. We also lease 16 facilities to house administrative, billing and other support functions for our regional operations. We believe our present facilities are sufficient to meet our current and projected needs, and that suitable space is readily available should our need for space increase. Our leases expire at various dates through 2014.

Employees

      The following is an approximate break down of our affiliated physicians, independent contractors and employees by job classification as of June 30, 2005.

Job Classification	Full-Time		Part-Time		Total
Physicians*		1,887		714		2,601
Physician assistants		162		142		304
Nurse practitioners		104		94		198
Non-clinical employees		1,076		119		1,195
Total		3,229		1,069		4,298

*  We have approximately 4,500 affiliated physicians. These figures represent clinicians providing services at a particular time.

     We believe that our relations with our employees are good. None of our physicians, physician assistants, nurse practitioners or non-clinical employees are subject to any collective bargaining agreement.

      We offer our physicians substantial flexibility in terms of type of facility, scheduling of work hours, benefit packages, opportunities for relocation and career development. This flexibility, combined with fewer administrative burdens, improves physician retention rates and stabilizes our contract base.

Legal Matters

      We are subject to litigation arising in the ordinary course of our business, including litigation principally relating to professional liability claims. There can be no assurance that our insurance coverage will be adequate to cover all liabilities occurring out of such claims. In the opinion of management, we are not engaged in any legal proceedings that we expect will have a material adverse effect on our business, financial condition, cash flows or results of our operations other than as set forth below.

      From time to time, in the ordinary course of business and like others in the industry, we receive requests for information from government agencies in connection with their regulatory or investigational authority. Such requests can include subpoenas or demand letters for documents to assist the government in audits or investigations. We review such requests and notices and take appropriate action. We have been subject to certain requests for information and investigations in the past and could be subject to such requests for information and investigations in the future.

      Our healthcare businesses are subject to the Medicare and Medicaid fraud and abuse laws, which prohibit, among other things, any false claims, or any bribe, kick-back or rebate in return for the referral of Medicare and Medicaid patients. Violation of these prohibitions may result in civil and criminal penalties and exclusion from participation in the Medicare and Medicaid programs. We have implemented policies and procedures that management believes will assure that we are in substantial compliance with these laws.

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      EmCare has been named a defendant in two collective action lawsuits brought by a number of nurse practitioners and physician assistants under the Fair Labor Standards Act. The plaintiffs are seeking to recover overtime pay for the hours they worked in excess of 40 in a workweek and reclassification as non-exempt employees. Certain of the plaintiffs brought a related action under California state law. We have entered into a settlement of the California state law claims.

REGULATORY MATTERS

      As a participant in the healthcare industry, our operations and relationships with healthcare providers such as hospitals, other healthcare facilities and healthcare professionals are subject to extensive and increasing regulation by numerous federal and state government entities as well as local government agencies. Specifically, but without limitation, we are subject to the following laws and regulations.

Medicare, Medicaid and Other Government Program Reimbursement

      We derive a significant portion of our revenue from services rendered to beneficiaries of Medicare, Medicaid and other government-sponsored healthcare programs. For fiscal 2004, we received approximately 27.3% of our net revenue from Medicare and 5.2% from Medicaid. To participate in these programs, we must comply with stringent and often complex enrollment and reimbursement requirements from the federal and state governments. We are subject to governmental reviews and audits of our bills and claims for reimbursement. Retroactive adjustments to amounts previously reimbursed from these programs can and do occur on a regular basis as a result of these reviews and audits. In addition, these programs are subject to statutory and regulatory changes, administrative rulings, interpretations and determinations, all of which may materially increase or decrease the payments we receive for our services as well as affect the cost of providing services. In recent years, Congress has consistently attempted to curb federal spending on such programs.

      Reimbursement to us typically is conditioned on our providing the correct procedure and diagnosis codes and properly documenting both the service itself and the medical necessity for the service. Incorrect or incomplete documentation and billing information, or the incorrect selection of codes for the level of service provided, could result in non-payment for services rendered or lead to allegations of billing fraud. Moreover, third party payors may disallow, in whole or in part, requests for reimbursement based on determinations that certain amounts are not reimbursable, they were for services provided that were not medically necessary, there was a lack of sufficient supporting documentation, or for a number of other reasons. Retroactive adjustments, recoupments or refund demands may change amounts realized from third party payors. Additional factors that could complicate our billing include:

•  disputes between payors as to which party is responsible for payment,

•  the difficulty of adherence to specific compliance requirements, diagnosis coding and various other procedures mandated by the government, and

•  failure to obtain proper physician credentialing and documentation in order to bill governmental payors.

      Due to the nature of our business and our participation in the Medicare and Medicaid reimbursement programs, we are involved from time to time in regulatory reviews, audits or investigations by government agencies of matters such as compliance with billing regulations and rules. We may be required to repay these agencies if a finding is made that we were incorrectly reimbursed, or we may lose eligibility for certain programs in the event of certain types of non-compliance. Delays and uncertainties in the reimbursement process adversely affect our level of accounts receivable, increase the overall cost of collection, and may adversely affect our working capital and cause us to incur additional borrowing costs. Unfavorable resolutions of pending or future regulatory reviews or investigations, either individually or in the aggregate, could have a material adverse effect on our business, financial condition and results of operations.

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      We establish an allowance for discounts applicable to Medicare, Medicaid and other third party payors and for doubtful accounts based on credit risk applicable to certain types of payors, historical trends, and other relevant information. We review our allowance for doubtful accounts on an ongoing basis and may increase or decrease such allowance from time to time, including in those instances when we determine that the level of effort and cost of collection of certain accounts receivable is unacceptable.

      We believe that regulatory trends in cost containment will continue. We cannot assure you that we will be able to offset reduced operating margins through cost reductions, increased volume, the introduction of additional procedures or otherwise.

      Ambulance Services Fee Schedule. In February 2002, the Health Care Financing Administration, now renamed the Centers for Medicare and Medicaid Services, issued the Medicare Ambulance Fee Schedule Final Rule, or Final Rule, that revised Medicare policy on the coverage of ambulance transport services, effective April 1, 2002. The Final Rule was the result of a mandate under the Balanced Budget Act of 1997, or BBA, to establish a national fee schedule for payment of ambulance transport services that would control increases in expenditures under Part B of the Medicare program, establish definitions for ambulance transport services that link payments to the type of services furnished, consider appropriate regional and operational differences and consider adjustments to account for inflation, among other provisions.

      The Final Rule provided for a five-year phase-in of a national fee schedule, beginning April 1, 2002. Prior to that date, Medicare used a charge-based reimbursement system for ambulance transport services and reimbursed 80% of charges determined to be reasonable, subject to the limits fixed for the particular geographic area. The patient was responsible for co-pay amounts, deductibles and the remaining balance of the transport cost, if we did not accept the assigned reimbursement, and Medicare required us to expend reasonable efforts to collect the balance. In determining reasonable charges, Medicare considered and applied the lowest of various charge factors, including the actual charge, the customary charge, the prevailing charge in the same locality, the amount of reimbursement for comparable services, and the inflation-indexed charge limit.

      On April 1, 2002, the Final Rule became effective. The Final Rule categorizes seven levels of ground ambulance services, ranging from basic life support to specialty care transport, and two categories of air ambulance services. Ground providers are paid based on a base rate conversion factor multiplied by the number of relative value units assigned to each level of transport, plus an additional amount for each mile of patient transport. The base rate conversion factor for services to Medicare patients is adjusted each year by the Consumer Price Index. Additional adjustments to the base rate conversion factor are included to recognize differences in relative practice costs among geographic areas, and higher transportation costs that may be incurred by ambulance providers in rural areas with low population density. The Final Rule requires ambulance providers to accept assignment on Medicare claims, which means a provider must accept Medicare’s allowed reimbursement rate as full payment. Medicare typically reimburses 80% of that rate and the remaining 20% is collectible from a secondary insurance or the patient. Originally, the Final Rule called for a five-year phase-in period to allow providers time to adjust to the new payment rates. The national fee schedule was to be phased in at 20% increments each year, with payments being made at 100% of the national fee schedule in 2006 and thereafter.

      With the passage of the Medicare Prescription Drug Improvement and Modernization Act of 2003, or the Medicare Modernization Act, temporary modifications were made to the amounts payable under the ambulance fee schedule in order to mitigate decreases in reimbursement in some regions caused by the Final Rule. The Medicare Modernization Act established regional fee schedules based on historic costs in each region. Effective July 1, 2004, in those regions where the regional fee schedule exceeds the national fee schedule, the regional fee schedule is blended with the national fee schedule on a temporary basis, until 2010. In addition to the regional fee schedule change, the Medicare Modernization Act included other provisions for additional reimbursement for ambulance transport services provided to Medicare patients. Among other relief, the Medicare Modernization Act provides for a 1% increase in reimbursement for urban transports and a 2%

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increase for rural transports for the remainder of the original phase-in period of the national ambulance fee schedule, through 2006.

      We estimate that the impact of the ambulance service rate decreases under the national fee schedule, as modified by the provisions of the Medicare Modernization Act, resulted in a decrease in AMR’s net revenue for fiscal 2003 and fiscal 2004 of approximately $20 million and $11 million, respectively, will result in an increase in AMR’s net revenue of approximately $13 million in calendar 2005, and will result in a decrease in AMR’s net revenue of approximately $17 million in 2006 and continuing decreases thereafter to 2010. Although we have been able to substantially mitigate the phased-in reductions of the fee schedule through additional fee and subsidy increases, we cannot assure you that we will be able to continue to do so, and the rate decreases could have a material adverse effect on our results of operations. We cannot predict whether Congress may make further refinements and technical corrections to the law or pass a new cost containment statute in a manner and in a form that could adversely impact our business.

      Local Ambulance Rate Regulation. State or local government regulations or administrative policies regulate rate structures in some states in which we provide ambulance transport services. For example, in certain service areas in which we are the exclusive provider of ambulance transport services, the community sets the rates for emergency ambulance services pursuant to an ordinance or master contract and may also establish the rates for general ambulance services that we are permitted to charge. We may be unable to receive ambulance service rate increases on a timely basis where rates are regulated or to establish or maintain satisfactory rate structures where rates are not regulated.

      Emergency Physician Services Fee Schedule. Medicare pays for all physician services based upon a national fee schedule, or Fee Schedule, which contains a list of uniform rates. The payment rates under the Fee Schedule are determined based on: (1) national uniform relative value units for the services provided, (2) a geographic adjustment factor and (3) a conversion factor. The Centers for Medicare and Medicaid Services, or CMS, updates the conversion factor annually. The Fee Schedule uses a target-setting formula system called the Sustainable Growth Rate, or SGR, to update annually the conversion factor. The SGR is a target rate of growth in spending for physician services which is intended to control the growth of Medicare expenditures for physicians’ services. The Fee Schedule update is adjusted to reflect the comparison of actual expenditures to target expenditures.

      Because one of the factors for calculating the SGR system is linked to the growth in the U.S. gross domestic product, the SGR formula may result in a negative payment update if growth in Medicare beneficiaries’ use of services exceeds GDP growth. The SGR formula may result in significant yearly fluctuations in Fee Schedule updates, which may be unrelated to changes in the actual cost of providing physician services. Unless Congress takes additional action in the future to modify or reform the mechanism by which the physician fee schedule conversion factor update is undertaken in the future, significant reductions in Medicare reimbursement could occur, and these reductions could have a material adverse effect on our business, financial condition or results of operations. We currently expect that the Medicare fee schedule update for physician services fees will provide for a 4.3% decrease to physician rates effective January 1, 2006, which would result in a decrease in EmCare’s 2006 net revenue of approximately $5.7 million.

      Medicare Reassignment. The Medicare program prohibits the reassignment of Medicare payments due to a physician or other healthcare provider to any other person or entity unless the billing arrangement between that physician or other healthcare provider and the other person or entity falls within an enumerated exception to the Medicare reassignment prohibition. Historically, there was no exception that allowed us to receive directly Medicare payments related to the services of independent contractor physicians. However, the Medicare Modernization Act amended the Medicare reassignment statute as of December 8, 2003 and now permits our independent contractor physicians to reassign their Medicare receivables to us under certain circumstances.

      Rules Applicable to Midlevel Practitioners. EmCare utilizes physician assistants and nurse practitioners, sometimes referred to collectively as “midlevel practitioners,” to provide care under the supervision of our

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physicians. State and federal laws require that such supervision be performed and documented using specific procedures. For example, in some states some or all of the midlevel practitioner’s chart entries must be countersigned. Under applicable Medicare rules, the midlevel practitioner’s services are reimbursed at a rate equal to 85% of the physician fee schedule amount and we do not bill separately for the supervising physician’s services. However, when a midlevel practitioner assists a physician who is directly and personally involved in the patient’s care, we often bill for the services of the physician at the full physician fee schedule rates and do not bill separately for the midlevel practitioner’s services. We believe our billing and documentation practices related to our use of midlevel practitioners comply with applicable state and federal laws, but we cannot assure you that enforcement authorities will not find that our practices violate such laws.

      Ambulance Rates Payable by Medicare HMOs. One of the changes made by ambulance fee schedule Final Rule was to require ambulance providers to “accept assignment” from Medicare and Medicare HMOs. Medicare HMOs are private insurance companies which operate managed care plans that enroll Medicare beneficiaries who elect to enroll in a plan in lieu of regular Medicare coverage. When a provider accepts assignment, it agrees to accept the rate established by Medicare as payment in full for services covered by Medicare or the Medicare HMO and to write off the balance of its charges. Prior to the implementation of the Final Rule, ambulance providers were not required to accept assignment and could obtain payment from Medicare patients or Medicare HMOs for the provider’s full charges, which typically are higher than the Medicare rate. When the requirement to accept assignment became effective on April 1, 2002, many Medicare HMOs continued to pay ambulance providers their full charges, even though they could have paid them the Medicare rate. Many Medicare HMOs subsequently have taken the position that the amount paid to such providers in excess of the Medicare rate constituted an overpayment that must be refunded by the provider. We have received such refund demands from some Medicare HMOs and, in order to minimize litigation costs, have agreed to partial repayment of amounts received from the plans in excess of the Medicare rate. We have no reason to believe that additional HMOs will make such demands, but we cannot assure you that there will be no further demands.

      The SNF Prospective Payment System. Under the Medicare prospective payment system, or PPS, applicable to skilled nursing facilities, or SNFs, beginning in 1999 SNFs are financially responsible for some ancillary services, including certain ambulance transports, or PPS transports, rendered to certain of their Medicare patients. Ambulance companies must bill the SNF, rather than Medicare, for PPS transports, but may bill Medicare for other covered transports provided to the SNF’s Medicare patients. Ambulance companies are responsible for obtaining sufficient information from the SNF to determine which transports are PPS transports and which ones may be billed to Medicare. The Office of Inspector General of the Department of Health and Human Services, or the OIG, has issued two industry-wide audit reports indicating that, in many cases, SNFs do not provide, or ambulance companies and other ancillary service providers do not obtain, sufficient information to make this determination accurately. As a result, the OIG asserts that some PPS transports that should have been billed by ambulance providers to SNFs have been improperly billed to Medicare. The OIG has recommended that Medicare recoup the amounts paid to ancillary service providers, including ambulance companies, for such services. Although we believe AMR currently has procedures in place to correctly identify and bill for PPS transports, we cannot assure you that AMR will not be subject to such recoupments and other possible penalties.

      Paramedic Intercepts. Medicare regulations permit ambulance transport providers to subcontract with other organizations for paramedic services. Generally, only the transport provider may bill Medicare, and the paramedic services subcontractor must receive any payment to which it is entitled from that provider. Based on these rules, in some jurisdictions we have established “paramedic intercept” arrangements in which we may provide paramedic services to a municipal or volunteer transport provider. Our subsidiary, AMR of South Dakota, previously entered into a settlement agreement with the United States government arising from allegations that we improperly billed Medicare for a small number of transports for which we performed paramedic intercept services, even though we were not the transport provider. Although we believe AMR currently has procedures in place to assure that we do not bill Medicare for paramedic intercept services we provide, we cannot assure you that enforcement agencies will not find that we have failed to comply with these requirements.

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      Patient Signatures. Medicare regulations require that providers obtain the signature of the patient or, if the patient is unable to provide a signature, the signature of a representative, prior to submitting a claim for payment from Medicare. An exception exists for situations where it is not reasonably possible to do so, provided that the reason for the exception is clearly documented. This requirement historically has been difficult for ambulance companies and other emergency medical services providers to meet, because even when the patient is competent, the exigency of the situation often makes it impracticable to obtain a signature. Although we believe AMR currently has procedures in place to assure that these signature requirements are met, we cannot assure you that enforcement agencies will not find that we have failed to comply with these requirements.

      Physician Certification Statements. Under applicable Medicare rules, ambulance providers are required to obtain a certification of medical necessity from the ordering physician in order to bill Medicare for repetitive non-emergency transports provided to patients with chronic conditions, such as end-stage renal disease. For certain other non-emergency transports, ambulance providers are required to attempt to obtain a certification of medical necessity from a physician or certain other practitioners. In the event the provider is not able to obtain such certification within 21 days, it may submit a claim for the transport if it can document reasonable attempts to obtain the certification. Acceptable documentation includes any U.S. postal document (e.g., signed return receipt or Postal Service Proof of Service Form) showing that the ordering practitioner was sent a request for the certification. Although we believe AMR currently has procedures in place to assure we are in compliance with these requirements, we cannot assure you that enforcement agencies will not find that we have failed to comply.

      Coordination of Benefits Rules. When our services are covered by multiple third party payors, such as a primary and a secondary payor, financial responsibility must be allocated among the multiple payors in a process known as “coordination of benefits”, or COB. The rules governing COB are complex, particularly when one of the payors is Medicare or another government program. Under these rules, in some cases Medicare or other government payors can be billed as a “secondary payor” only after recourse to a primary payor (e.g., a liability insurer) has been exhausted. In some instances, multiple payors may reimburse us an amount which, in the aggregate, exceeds the amount to which we are entitled. In such cases, we are obligated to process a refund. If we improperly bill Medicare or other government payors as the primary payor when that program should be billed as the secondary payor, or if we fail to process a refund when required, we may be subject to civil or criminal penalties. Although we believe we currently have procedures in place to assure that we comply with applicable COB rules, and that we process refunds when we receive overpayments, we cannot assure you that payors or enforcement agencies will not find that we have violated these requirements.

      Consequences of Noncompliance. In the event any of our billing and collection practices, including but not limited to those described above, violate applicable laws such as those described below, we could be subject to refund demands and recoupments. If our violations are deemed to be willing, knowing or reckless, we may be subject to civil and criminal penalties under the False Claims Act or other statutes, including exclusion from federal and state healthcare programs. To the extent that the complexity associated with billing for our services causes delays in our cash collections, we assume the financial risk of increased carrying costs associated with the aging of our accounts receivable as well as increased potential for bad debts which could have a material adverse effect on our revenue, provision for uncompensated care and cash flow.

Federal False Claims Act

      Both federal and state government agencies have continued civil and criminal enforcement efforts as part of numerous ongoing investigations of healthcare companies, and their executives and managers. Although there are a number of civil and criminal statutes that can be applied to healthcare providers, a significant number of these investigations involve the federal False Claims Act. These investigations can be initiated not only by the government but also by a private party asserting direct knowledge of fraud. These “qui tam” whistleblower lawsuits may be initiated against any person or entity alleging such person or entity has knowingly or recklessly presented, or caused to be presented, a false or fraudulent request for payment from

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the federal government, or has made a false statement or used a false record to get a claim approved. Penalties for False Claims Act violations include fines ranging from $5,500 to $11,000 for each false claim, plus up to three times the amount of damages sustained by the federal government. A False Claims Act violation may provide the basis for exclusion from the federally-funded healthcare programs. In addition, some states have adopted similar insurance fraud, whistleblower and false claims provisions.

      The government and some courts have taken the position that claims presented in violation of the various statutes, including the federal Anti-Kickback Statute and the Stark Law, described below, can be considered a violation of the federal False Claims Act based on the contention that a provider impliedly certifies compliance with all applicable laws, regulations and other rules when submitting claims for reimbursement.

Federal Anti-Kickback Statute

      We are subject to the federal Anti-Kickback Statute. The Anti-Kickback Statute is broadly worded and prohibits the knowing and willful offer, payment, solicitation or receipt of any form of remuneration in return for, or to induce, (1) the referral of a person covered by Medicare, Medicaid or other governmental programs, (2) the furnishing or arranging for the furnishing of items or services reimbursable under Medicare, Medicaid or other governmental programs or (3) the purchase, lease of order or arranging or recommending purchasing, leasing or ordering of any item or service reimbursable under Medicare, Medicaid or other governmental programs. Certain federal courts have held that the Anti-Kickback Statute can be violated if “one purpose” of a payment is to induce referrals. Violations of the Anti-Kickback Statute can result in exclusion from Medicare, Medicaid or other governmental programs as well as civil and criminal penalties, including fines of up to $50,000 per violation and three times the amount of the unlawful remuneration. Imposition of any of these remedies could have a material adverse effect on our business, financial condition and results of operations.

      In addition to a few statutory exceptions, the OIG has published safe harbor regulations that outline categories of activities that are deemed protected from prosecution under the Anti-Kickback Statute provided all applicable criteria are met. The failure of a financial relationship to meet all of the applicable safe harbor criteria does not necessarily mean that the particular arrangement violates the Anti-Kickback Statute. In order to obtain additional clarification on arrangements that may not be subject to a statutory exception or may not satisfy the criteria of a safe harbor, Congress established a process under the Health Insurance Portability and Accountability Act of 1996 in which parties can seek an advisory opinion from the OIG.

      We and others in the healthcare community have taken advantage of the advisory opinion process, and a number of advisory opinions have addressed issues that pertain to our various operations, such as discounted ambulance services being provided to skilled nursing facilities, patient co-payment responsibilities, compensation formulas under a management services arrangement, and ambulance restocking arrangements. In a number of these advisory opinions the government concluded that such arrangements could be problematic if the requisite intent were present. Although advisory opinions are binding only on HHS and the requesting party or parties, when new advisory opinions are issued, regardless of the requestor, we review them and their application to our operations as part of our ongoing corporate compliance program and endeavor to make appropriate changes where we perceive the need to do so. See “— Corporate Compliance Program and Corporate Integrity Obligations.”

      Health facilities such as hospitals and nursing homes refer two categories of ambulance transports to us and other ambulance companies: (1) transports for which the facility must pay the ambulance company, and (2) transports which the ambulance company can bill directly to Medicare or other public or private payors. In Advisory Opinion 99-2, which we requested, the OIG addressed the issue of whether substantial contractual discounts provided to nursing homes on the transports for which the nursing homes are financially responsible may violate the Anti-Kickback Statute when the ambulance company also receives referrals of Medicare and other government-funded transports. The OIG opined that such discounts implicate the Anti-Kickback Statute if even one purpose of the discounts is to induce the referral of the transports paid for by Medicare and other federal programs. The OIG further indicated that a violation may exist even if there is no

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contractual obligation on the part of the facility to refer federally funded patients, and even if similar discounts are provided by other ambulance companies in the same marketplace. Following our receipt of this Advisory Opinion in March of 1999, we took steps to bring our contracts with health facilities into compliance with the OIG’s views. However, the government has alleged that certain of our contracts in effect in Texas, principally in periods prior to the issuance of the Advisory Opinion, violated the Anti-Kickback Statute. Our contracting practices in Oregon and possibly other jurisdictions may also be under investigation. See “ — American Medical Response — Legal Matters.” We cannot assure you that the OIG or other authorities will not find that our discounting practices in such other jurisdictions, or for other periods of time, violate the Anti-Kickback Statute.

      The OIG has also addressed potential violations of the Anti-Kickback Statute (as well as other risk areas) in its Compliance Program Guidance for Ambulance Suppliers. In addition to discount arrangements with health facilities, the OIG notes that arrangements between local governmental agencies that control 911 patient referrals and ambulance companies which receive such referrals may violate the Anti-Kickback Statute if the ambulance companies provide inappropriate remuneration in exchange for such referrals. Although we believe we have structured our arrangements with local agencies in a manner which complies with the Anti-Kickback Statute, we cannot assure you that enforcement agencies will not find that some of those arrangements violate that statute.

Fee-Splitting; Corporate Practice of Medicine

      We are subject to various state laws that prohibit the practice of medicine by corporations and are intended to prevent unlicensed persons from interfering with or influencing the physician’s professional judgment and the sharing of professional services income with non-professional or business interests. Activities other than those directly related to the delivery of healthcare may be considered an element of the practice of medicine in many states. Under the corporate practice of medicine restrictions of certain states, decisions and activities such as scheduling, contracting, setting rates and the hiring and management of non-clinical personnel may implicate the restrictions on corporate practice of medicine. In such states, we maintain long-term management contracts with affiliated physician groups, which employ or contract with physicians to provide physician services. We believe that we are in material compliance with applicable state laws relating to the corporate practice of medicine and fee-splitting. However, regulatory authorities or other parties, including our affiliated physicians, may assert that, despite these arrangements, we are engaged in the corporate practice of medicine or that our contractual arrangements with affiliated physician groups constitute unlawful fee-splitting. In this event, we could be subject to adverse judicial or administrative interpretations, to civil or criminal penalties, our contracts could be found legally invalid and unenforceable or we could be required to restructure our contractual arrangements with our affiliated physician groups.

Federal Stark Law

      We are also subject to a provision of the Social Security Act, commonly known as the “Stark Law.” Where applicable, this law prohibits a physician from referring Medicare patients and Medicaid patients to an entity providing “designated health services” if the physician or a member of such physician’s immediate family has a “financial relationship” with the entity, unless an exception applies. The penalties for violating the Stark Law include the denial of payment for services ordered in violation of the statute, mandatory refunds of any sums paid for such services and civil penalties of up to $15,000 for each violation, and twice the dollar value of each such service and possible exclusion from future participation in the federally-funded healthcare programs. A person who engages in a scheme to circumvent the Stark Law’s prohibitions may be fined up to $100,000 for each applicable arrangement or scheme. Although we believe that we have structured our agreements with physicians so as to not violate the Stark Law and related regulations, a determination of liability under the Stark Law could have an adverse effect on our business, financial condition and results of operations.

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Other Federal Healthcare Fraud and Abuse Laws

      We are also subject to other federal healthcare fraud and abuse laws. Under the Health Insurance Portability and Accountability Act of 1996, there are two additional federal crimes that could have an impact on our business: “Healthcare Fraud” and “False Statements Relating to Healthcare Matters.” The Healthcare Fraud statute prohibits knowingly and recklessly executing a scheme or artifice to defraud any healthcare benefit program, including private payors. A violation of this statute is a felony and may result in fines, imprisonment and/or exclusion from government-sponsored programs. The False Statements Relating to Healthcare Matters statute prohibits knowingly and willfully falsifying, concealing or covering up a material fact by any trick, scheme or device or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services. A violation of this statute is a felony and may result in fines and/or imprisonment. This statute could be used by the government to assert criminal liability if a healthcare provider knowingly fails to refund an overpayment.

      Another statute, commonly referred to as the Civil Monetary Penalties Law, imposes civil administrative sanctions for, among other violations, inappropriate billing of services to federally funded healthcare programs, inappropriately reducing hospital care lengths of stay for such patients, and employing individuals who are excluded from participation in federally funded healthcare programs.

      Although we intend and endeavor to conduct our business in compliance with all applicable fraud and abuse laws, we cannot assure you that our arrangements or business practices will not be subject to government scrutiny or be found to violate applicable fraud and abuse laws.

Administrative Simplification Provisions of the Health Insurance Portability and Accountability Act of 1996

      The Administrative Simplification Provisions of the Health Insurance Portability and Accountability Act of 1996, or HIPAA, required the Department of Health and Human Services, or HHS, to adopt standards to protect the privacy and security of health-related information. All healthcare providers were required to be compliant with the new federal privacy requirements enacted by HHS no later than April 14, 2003. We believe we have taken reasonable measures to comply with these requirements.

      The HIPAA privacy requirements contain detailed requirements regarding the use and disclosure of individually identifiable health information. Improper use or disclosure of identifiable health information covered by the HIPAA privacy regulations can result in the following civil and criminal penalties: (1) civil money penalties for HIPAA privacy violations are $100 per incident, to a maximum of $25,000, per person, per year, per standard violated; (2) a person who knowingly and in violation of the HIPAA privacy regulations obtains individually identifiable health information or discloses such information to another person may be fined up to $50,000 and imprisoned up to one year, or both; (3) if the offense is committed under false pretenses, the fine may be up to $100,000 and imprisonment for up to five years; and (4) if the offense is done with the intent to sell, transfer or use individually identifiable health information for commercial advantage, personal gain or malicious harm, the fine may be up to $250,000 and imprisonment for up to ten years.

      In addition to enacting the foregoing privacy requirements, HHS issued a final rule creating security requirements for healthcare providers and other covered entities on February 20, 2003. The final security rule requires covered entities to meet specified standards by April 25, 2005. The security standards contained in the final rule do not require the use of specific technologies (e.g., no specific hardware or software is required), but instead require healthcare providers and other covered entities to comply with certain minimum security procedures in order to protect data integrity, confidentiality and availability. We believe we have taken reasonable steps to comply with these standards.

      HIPAA also required HHS to adopt national standards establishing electronic transaction standards that all healthcare providers must use when submitting or receiving certain healthcare transactions electronically. Although these standards were to become effective October 2002, Congress extended the compliance deadline

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until October 2003 for organizations, such as ours, that submitted a request for an extension. We believe we have taken reasonable steps to comply with these standards.

Fair Debt Collection Practices Act

      Some of our operations may be subject to compliance with certain provisions of the Fair Debt Collection Practices Act and comparable statutes in many states. Under the Fair Debt Collection Practices Act, a third party collection company is restricted in the methods it uses to contact consumer debtors and elicit payments with respect to placed accounts. Requirements under state collection agency statutes vary, with most requiring compliance similar to that required under the Fair Debt Collection Practices Act. We believe we are in substantial compliance with the Fair Debt Collection Practices Act and comparable state statutes where applicable.

State Fraud and Abuse Provisions

      We are subject to state fraud and abuse statutes and regulations. Most of the states in which we operate have adopted a form of anti-kickback law, almost all of those states also have adopted self-referral laws and some have adopted separate false claims or insurance fraud provisions. The scope of these laws and the interpretations of them vary from state to state and are enforced by state courts and regulatory authorities, each with broad discretion. Generally, state laws cover all healthcare services and not just those covered under a federally-funded healthcare program. A determination of liability under such laws could result in fines and penalties and restrictions on our ability to operate in these jurisdictions.

      Although we intend and endeavor to conduct our business in compliance with all applicable fraud and abuse laws, we cannot assure you that our arrangements or business practices will not be subject to government scrutiny or be found to violate applicable fraud and abuse laws.

Licensing, Certification, Accreditation and Related Laws and Guidelines

      In certain jurisdictions, changes in our ownership structure require pre-or post-notification to governmental licensing and certification agencies. Relevant laws and regulations may also require re-application and approval to maintain or renew our operating authorities or require formal application and approval to continue providing services under certain government contracts. For example, in connection with our acquisition of AMR from Laidlaw, two of our subsidiaries were required to apply for state and local ambulance operating authority in New York.

      We and our affiliated physicians are subject to various federal, state and local licensing and certification laws and regulations and accreditation standards and other laws, relating to, among other things, the adequacy of medical care, equipment, personnel and operating policies and procedures. We are also subject to periodic inspection by governmental and other authorities to assure continued compliance with the various standards necessary for licensing and accreditations.

      Because we perform services at hospitals and other types of healthcare facilities, we and our affiliated physicians may be subject to laws which are applicable to those entities. For example, our operations are impacted by the Emergency Medical Treatment and Active Labor Act of 1986, which prohibits “patient dumping” by requiring hospitals and hospital emergency department and others to assess and stabilize any patient presenting to the hospital’s emergency department or urgent care center requesting care for an emergency medical condition, regardless of the patient’s ability to pay. Many states in which we operate have similar state law provisions concerning patient dumping. Violations of the Emergency Medical Treatment and Active Labor Act of 1986 can result in civil penalties and exclusion of the offending physician from the Medicare and Medicaid programs.

      In addition to the Emergency Medical Treatment and Active Labor Act of 1986 and its state law equivalents, significant aspects of our operations are affected by state and federal statutes and regulations

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governing workplace health and safety, dispensing of controlled substances and the disposal of medical waste. Changes in ethical guidelines and operating standards of professional and trade associations and private accreditation commissions such as the American Medical Association and the Joint Commission on Accreditation of Healthcare Organizations may also affect our operations. We believe our operations as currently conducted are in substantial compliance with these laws and guidelines.

Antitrust Laws

      Antitrust laws such as the Sherman Act and state counterparts prohibit anticompetitive conduct by separate competitors, such as price fixing or the division of markets. Our physician contracts include contracts with individual physicians and with physicians organized as separate legal professional entities (e.g., professional medical corporations). Antitrust laws may deem each such physician/entity to be separate, both from EmCare and from each other and, accordingly, each such physician/practice is subject to antitrust laws that prohibit anti-competitive conduct between or among separate legal entities or individuals. Although we believe we have structured our physician contracts to substantially comply with these laws, we cannot assure you that antitrust regulatory agencies or a court would not find us to be non-compliant.

Corporate Compliance Program and Corporate Integrity Obligations

      We have developed a corporate compliance program in an effort to monitor compliance with federal and state laws and regulations applicable to healthcare entities, to ensure that we maintain high standards of conduct in the operation of our business and to implement policies and procedures so that employees act in compliance with all applicable laws, regulations and company policies. Our program also attempts to monitor compliance with our Corporate Compliance Plan, which details our standards for: (1) business ethics, (2) compliance with applicable federal, state and local laws, and (3) business conduct. We have an Ethics and Compliance Department whose focus is to prevent, detect and mitigate regulatory risks. We attempt to accomplish this mission through:

•  providing guidance, education and proper controls based on the regulatory risks associated with our business model and strategic plan,

•  conducting internal audits and reviews to identify any improper practices that may be occurring,

•  resolving regulatory matters, and

•  enhancing the ethical culture and leadership of the organization.

      The OIG has issued a series of Compliance Program Guidance documents in which the OIG has set out the elements of an effective compliance program. We believe our compliance program has been structured appropriately in light of this guidance. The primary compliance program components recommended by the OIG, all of which we have attempted to implement, include:

•  formal policies and written procedures,

•  designation of a Compliance Officer,

•  education and training programs,

•  internal monitoring and reviews,

•  responding appropriately to detected misconduct,

•  open lines of communication, and

•  discipline and accountability.

      Our corporate compliance program is based on the overall goal of promoting a culture that encourages employees to conduct activities with integrity, dignity and care for those we serve, and in compliance with all

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applicable laws and policies. Notwithstanding the foregoing, we audit compliance with our compliance program on a sample basis. Although such an approach reflects a reasonable and accepted approach in the industry, we cannot assure you that our program will detect and rectify all compliance issues in all markets and for all time periods.

      As do other healthcare companies which operate effective compliance programs, from time to time we identify practices that may have resulted in Medicare or Medicaid overpayments or other regulatory issues. For example, we have previously identified situations in which we may have inadvertently utilized incorrect billing codes for some of the services we have billed to government programs such as Medicare or Medicaid. In such cases, it is our practice to disclose the issue to the affected government programs and, if appropriate, to refund any resulting overpayments. The government usually accepts such disclosures and repayments without taking further enforcement action, and we generally expect that to be the case with respect to our past and future disclosures and repayments. However, it is possible that such disclosures or repayments will result in allegations by the government that we have violated the False Claims Act or other laws, leading to investigations and possibly civil or criminal enforcement actions.

      When the United States government settles a case involving allegations of billing misconduct with a healthcare provider, it typically requires the provider to enter into a Corporate Integrity Agreement, or CIA, with the OIG. As a condition to settlement of two government investigations, certain of our operations are subject to CIAs with the OIG. As part of these CIAs, AMR was required to establish and maintain a compliance program that includes the following elements: (1) a compliance officer and committee, (2) written standards including a code of conduct and policies and procedures, (3) general and specific training and education, (4) claims review by an independent review organization, (5) disclosure program for reporting of compliance issues or questions, (6) screening and removal processes for ineligible persons, (7) notification of government investigations or legal proceedings and (8) reporting of overpayments and other “reportable events.”

      If we fail or if we are accused of failing to comply with the terms of the settlements, we may be subject to additional litigation or other government actions, including being excluded from participating in the Medicare program and other federal healthcare programs.

      See “Risk Factors — Risk Factors Related to Healthcare Regulation” for additional information related to regulatory matters.

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MANAGEMENT

Directors and Executive Officers

      The following table sets forth information regarding our directors and executive officers.

Name	Age		Position*
William A. Sanger		55	Director, Chairman and Chief Executive Officer
Don S. Harvey		48	Director, President and Chief Operating Officer
Randel G. Owen		46	Chief Financial Officer
Dighton C. Packard, M.D.		57	Chief Medical Officer
Todd G. Zimmerman		40	General Counsel
Robert M. Le Blanc		39	Lead Director
Steven B. Epstein		61	Director
James T. Kelly		59	Director
Michael L. Smith		57	Director

* Unless otherwise noted, the positions identified are the positions held with the general partner of EMS L.P. prior to our initial public offering and with Emergency Medical Services Corporation following that offering, and it is the entity that will survive the reorganization of Emergency Medical Services L.P.

     William A. Sanger has been a director, chairman and Chief Executive Officer of Emergency Medical Services Corporation since February 10, 2005. Mr. Sanger was appointed President of EmCare in 2001 and Chief Executive Officer of AMR and EmCare in June 2002. Mr. Sanger is a co-founder of BIDON Companies where he has been a Managing Partner since 1999. Mr. Sanger served as President and Chief Executive Officer of Cancer Treatment Centers of America, Inc. from 1997 to 2001. From 1994 to 1997, Mr. Sanger was co-founder and Executive Vice President of PhyMatrix Corp., then a publicly traded diversified health services company. In addition, Mr. Sanger was president and chief executive officer of various other healthcare entities, including JFK Health Care System. Mr. Sanger has an MBA from the Kellogg School of Management at Northwestern University. Mr. Sanger has been a leader in the healthcare industry for more than three decades.

      Don S. Harvey has been President and Chief Operating Officer of Emergency Medical Services Corporation since February 10, 2005, and was elected a director of Emergency Medical Services Corporation in July 2005. Mr. Harvey joined EmCare as an executive officer in 2001 and was appointed President in June 2002. Mr. Harvey is a co-founder of BIDON Companies where he has been a Managing Partner since 1999. Prior to that, he served as President of the Eastern Region of Cancer Treatment Centers of America, Inc. from 1997 to 1999. Prior to that, Mr. Harvey was an executive officer of PhyMatrix Corp. and Executive Vice President of JFK Healthcare System. Mr. Harvey is a director of several organizations, including the emergency medicine industry trade association EDPMA. Mr. Harvey has more than 20 years of experience in healthcare services serving the public, governmental and private markets.

      Randel G. Owen has been Chief Financial Officer of Emergency Medical Services Corporation since February 10, 2005. Mr. Owen was appointed Executive Vice President and Chief Financial Officer of AMR in March 2003. He joined EmCare in July 1999 and served as Executive Vice President and Chief Financial Officer from June 2001 to March 2003. Before joining EmCare, Mr. Owen was Vice President of Group Financial Operations for PhyCor, Inc. in Nashville, Tennessee from 1995 to 1999. Mr. Owen has more than 20 years of financial experience in the health care industry. Mr. Owen received an accounting degree from Abilene Christian University.

      Dighton C. Packard, M.D. has been Chief Medical Officer of EmCare since 1990 and became Chief Medical Officer of Emergency Medical Services Corporation in April 2005. Dr. Packard is also the Chairman of the Department of Emergency Medicine at Baylor University Medical Center in Dallas, Texas and a member of the Board of Trustees for Baylor University Medical Center and for Baylor Heart and Vascular

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Hospital. Dr. Packard has practiced emergency medicine for more than 25 years. He received his BS from Baylor University at Waco and his MD from the University of Texas Medical School at San Antonio.

      Todd G. Zimmerman has been General Counsel of Emergency Medical Services Corporation since February 10, 2005. Mr. Zimmerman was appointed General Counsel and Executive Vice President of EmCare in July 2002 and of AMR in May 2004. Mr. Zimmerman joined EmCare in October 1997 in connection with EmCare’s acquisition of Spectrum Emergency Care, Inc. where he served as Corporate Counsel. Prior to joining Spectrum in 1997, Mr. Zimmerman worked in the private practice of law for seven years, providing legal advice and support to various large corporations. Mr. Zimmerman received his BS in Business Administration from St. Louis University and his J.D. from the University of Virginia School of Law.

      Robert M. Le Blanc has served as Managing Director of Onex Investment Corp., an affiliate of Onex Corporation, a diversified industrial corporation, since 1999. Prior to joining Onex in 1999, he was with Berkshire Hathaway for seven years. From 1988 to 1992, Mr. Le Blanc held numerous positions with GE Capital, with responsibility for corporate finance and corporate strategy. Mr. Le Blanc serves as a Director of Magellan Health Services, Inc., Res-Care, Inc., Center for Diagnostic Imaging, Inc. and First Berkshire Hathaway Life. Mr. Le Blanc became a director of Emergency Medical Services Corporation in December 2004.

      Steven B. Epstein became a director of Emergency Medical Services Corporation in July 2005. Mr. Epstein is the founder and senior healthcare partner of the law firm of Epstein Becker & Green, P.C. Epstein Becker & Green, P.C. generally is recognized as one of the country’s leading healthcare law firms. Mr. Epstein serves as a legal advisor to healthcare entities throughout the U.S. Mr. Epstein received his B.A. from Tufts University, where he serves on the Board of Trustees and the Executive Committee, and his J.D. from Columbia Law School, where he serves as Chairman of the Law School’s Board of Visitors. In addition, Mr. Epstein serves as a director of many healthcare companies and venture capital and private equity firms, including HealthExtras, Inc. (a pharmacy benefit company).

      James T. Kelly became a director of Emergency Medical Services Corporation in July 2005. From 1986 to 1996, Mr. Kelly served as President and Chief Executive Officer of Lincare Holding Inc., and he served as Chairman of the Board of Lincare from 1994 to 2000. Lincare is a publicly traded company that provides respiratory care, infusion therapy and medical equipment to patients in the home. Prior to joining Lincare, Mr. Kelly was with Union Carbide Corporation for 19 years, where he served in various management positions. Mr. Kelly also serves as a director of American Dental Partners, Inc. (a provider of dental management services) and HMS Holdings Corp. (a provider of consulting and business office outsourcing and reimbursement services to healthcare providers).

      Michael L. Smith became a director of Emergency Medical Services Corporation in July 2005. Mr. Smith served as Executive Vice President and Chief Financial and Accounting Officer of Anthem, Inc. and its subsidiaries, Anthem Blue Cross and Blue Shield, from 2001 until his retirement in January 2005. Mr. Smith was Executive Vice President and Chief Financial Officer of Anthem Insurance from 1999, and from 1996 to 1998 he served as Chief Operating Officer and Chief Financial Officer of American Health Network Inc., then a subsidiary of Anthem. Mr. Smith was Chairman, President and Chief Executive Officer of Mayflower Group, Inc. (a transportation company) from 1989 to 1995, and held various other management positions with that company from 1974 to 1989. Mr. Smith also serves as a director of First Indiana Corporation and its principal subsidiary, First Indiana Bank, Finishmaster, Inc. (auto paint distribution), InterMune, Inc. (a biopharmaceutical company) and Kite Realty Group Trust (a retail property REIT). Mr. Smith also serves as a member of the Board of Trustees of DePauw University, a Trustee of the Indianapolis Museum of Art and a Trustee of the Michigan Maritime Museum.

      Except as described in this prospectus, there are no arrangements or understandings between any member of the board of directors or executive officer and any other person pursuant to which that person was elected or appointed to his or her position.

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      Our board of directors has the power to appoint our executive officers. Each executive officer will hold office for the term determined by the board of directors and until such person’s successor is chosen or until such person’s death, resignation or removal.

      Mr. Le Blanc is serving as our Lead Director. In that role, his primary responsibility is to preside over periodic executive sessions of our board of directors in which management directors and other members of management do not participate, and he has the authority to call meetings of the non-management directors. The Lead Director also chairs certain portions of board meetings, serves as liaison between the Chairman of the Board and the non-management directors, and develops, together with the Chairman, the agenda for board meetings. The Lead Director will also perform other duties the board delegates from time to time to assist the board in fulfilling its responsibilities.

      There are no family relationships among any of our directors and executive officers.

Committees of the Board of Directors

      Prior to the completion of our initial public offering, our board of directors will have established several committees, including an audit committee and a compensation committee.

      Audit Committee. The audit committee is responsible for (1) selecting the independent auditor, (2) approving the overall scope of the audit, (3) assisting the board of directors in monitoring the integrity of our financial statements, the independent accountant’s qualifications and independence, the performance of the independent accountants and our internal audit function and our compliance with legal and regulatory requirements, (4) annually reviewing our independent auditor’s report describing the auditing firms’ internal quality-control procedures, and any material issues raised by the most recent internal quality-control review, or peer review, of the auditing firm, (5) discussing the annual audited financial and quarterly statements with management and the independent auditor, (6) discussing earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies, (7) discussing policies with respect to risk assessment and risk management, (8) meeting separately, periodically, with management, internal auditors and the independent auditor, (9) reviewing with the independent auditor any audit problems or difficulties and management’s response, (10) setting clear hiring policies for employees or former employees of the independent auditors, (11) handling such other matters that are specifically delegated to the audit committee by the board of directors from time to time and (12) reporting regularly to the full board of directors.

      Upon completion of our initial public offering, our audit committee will consist of Messrs. Epstein, Kelly and Smith, with Mr. Smith serving as chairman of the committee. All of the committee members have been determined to be independent and                     and Mr. Smith have each been determined to be an “audit committee financial expert,” as such term is defined in Item 401(h) of Regulation S-K.

      Compensation Committee. The compensation committee is responsible for (1) reviewing key employee compensation policies, plans and programs, (2) reviewing and approving the compensation of our executive officers, (3) reviewing and approving employment contracts and other similar arrangements between us and our executive officers, (4) reviewing and consulting with the chief executive officer on the selection of officers and evaluation of executive performance and other related matters, (5) administration of stock plans and other incentive compensation plans and (6) such other matters that are specifically delegated to the compensation committee by the board of directors from time to time.

      Upon completion of our initial public offering, our compensation committee will consist of Messrs. Kelly, Le Blanc and                     , with Mr. Kelly serving as chairman.

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Compensation of Directors

      Following our initial public offering, directors who are not our employees will receive an annual cash payment of $35,000, payable quarterly, $2,000 for each board meeting attended in person and $1,000 for each board meeting attended via conference call, and $1,000 and $500, respectively, for each committee meeting attended in person or via conference call. The chair of the audit committee and the compensation committee will receive an additional $15,000 and $10,000, respectively. Consistent with corporate policy, Mr. Le Blanc, as chairman of the compliance committee, will receive no compensation for his services to the company. When they were elected to the board, we granted to each of Messrs. Epstein, Kelly and Smith an option to purchase            shares of class A common stock at an exercise price of           per share, with the same vesting schedule as is applicable to our executive officers. See “Management — Option Grants and Stock Awards”. All directors are reimbursed for their out-of-pocket expenses incurred in connection with such services.

Executive Compensation

      The following table sets forth the compensation of our chief executive officer and the four other most highly compensated executive officers during fiscal 2004. We refer to these officers as our named executive officers.

Summary Compensation Table

				Annual Compensation
								Other Annual			Long-Term		All Other
Name and Principal Position(1)		Year		Salary		Bonus		Compensation(2)			Compensation Awards(3)		Compensation(4)
William A. Sanger			2004	$	571,411	$	488,750		—			—	$	9,957
	Chief Executive Officer of AMR and of EmCare
Don S. Harvey			2004	$	391,667	$	337,500		—			—	$	3,925
	President and Chief Operating Officer of EmCare
Randel G. Owen			2004	$	286,422	$	117,500	$	55,944(5	)	$	35,245	$	7,745
	Chief Financial Officer of AMR
Dighton C. Packard, M.D.			2004	$	211,467	$	83,200		—		$	21,333	$	4,571
	Chief Medical Officer of EmCare
Todd G. Zimmerman			2004	$	201,955	$	146,997		—		$	11,594	$	5,157
	General Counsel of EmCare

(1)	Represents each person’s principal position in fiscal 2004. All of these individuals became executive officers of Emergency Medical Services in connection with our acquisition of AMR and EmCare.
(2)	In accordance with the rules of the SEC, other annual compensation disclosed in this table does not include various perquisites and other personal benefits received by a named executive officer that does not exceed the lesser of $50,000 or 10% of such officer’s total annual salary and bonus disclosed in this table.
(3)	Represents the vesting of restricted share awards granted to the named executive officers by Laidlaw on November 24, 2004, as follows: Mr. Owen — 1,900 shares; Dr. Packard — 1,150 shares; Mr. Zimmerman — 625 shares. In connection with our acquisition of AMR and EmCare, these awards terminated and no further restricted shares will vest.
(4)	Represents matching contributions to company 401(k) plans.
(5)	Other annual compensation for Mr. Owen includes a relocation allowance of $47,544.

     Substantially all of our salaried employees, including our named executive officers, participate in our 401(k) savings plans. We maintain three 401(k) plans for eligible AMR employees. Employees may contribute a maximum of 40% of their compensation up to a maximum of $13,000. We match the contribution up to a maximum of 3% to 6% of the employee’s salary per year, depending on the plan. Eligible EmCare employees

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may elect to contribute 1% to 25% of their annual compensation and we match 50% of the first 6% of base compensation that an employee contributes.

      Prior to our acquisition of AMR and EmCare, our named executive officers participated in the Laidlaw, Inc. U.S. Supplemental Executive Retirement Arrangement, or SERP. The benefit amount payable under the plan at age 65 is based upon an employee’s final average earnings. The form of the benefit would be an annuity, guaranteed for five years. Based on the number of years of service and their respective salaries prior to the acquisition, the following are the total estimated accrued values of future benefits payable under the Laidlaw SERP to the named executive officers on retirement, calculated at August 31, 2004: Mr. Sanger — $169,532; Mr. Harvey — $69,782; Mr. Owen — $141,190; Dr. Packard — $169,030; and Mr. Zimmerman — $92,481. No additional benefits will accrue under the SERP. See “Certain Relationships and Related Party Transactions — Transactions with Laidlaw — Management Bonuses in Connection with Our Acquisition of AMR and EmCare” for information relating to amounts paid by Laidlaw to the named executive officers in connection with our acquisition of AMR and EmCare.

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Option Grants and Stock Awards

      There were no stock option grants or restricted stock awards to the named executive officers in fiscal 2004.

      The following table sets forth information regarding options granted to each of our named executive officers in February 2005 in connection with our acquisition of AMR and EmCare. Potential realizable value is based upon the assumed initial public offering of $           per share, and is net of the exercise price of $           per share. The potential realizable value set forth in the last column of the table is calculated based on the term of the option at the time of the grant, which is ten years. The assumed 5% and 10% rates of appreciation comply with the rules of the SEC and do not represent our estimate of future stock price. Actual gains, if any, on stock option exercises will be dependent on future performance of our class A common stock. We have not granted any stock appreciation rights to any of the named executive officers.

      The exercise price of each option listed below is equal to the price paid per share by our initial investors. Each option may be exercised only upon the vesting of such options. One-half of the options held by each named executive officer vest ratably over a four-year period as of the one-year anniversaries of the grant (the 6-month anniversaries, in the case of Mr. Sanger), and one-half vest ratably over the same period but are exercisable only if a specified performance target is met. See “— Equity Plans — Equity Option Plan.” The percentage of total options is based upon options to purchase an aggregate of                      shares of class A common stock granted to employees under the equity option plan we adopted in connection with the acquisition of AMR and EmCare. The terms of all option grants described below give effect to adjustments to our capitalization that will be made in connection with this offering. See “Equity Plans — Equity Option Plans.”

Option Grants in Fiscal 2005

Individual Grants									Potential Realizable
									Value of Assumed
	Number of		% of Total						Annual Rates of Stock
	Securities		Options						Price Appreciation for
	Underlying		Granted to						Option Term
	Options		Employees in			Exercise
Name	Granted(1)		Fiscal Year			Price	Expiration Date(1)		5%	10%
William A. Sanger		(2)		42	%	$		February 10, 2015
Don S. Harvey		(3)		11	%	$		February 10, 2015
Randel G. Owen		(3)		11	%	$		February 10, 2015
Todd G. Zimmerman		(3)		4	%	$		February 10, 2015
Dighton C. Packard, M.D.		(3)		1	%	$		February 10, 2015

(1)	The options may expire earlier, upon termination of employment or certain corporate events. See “— Equity Plans — Equity Option Plan.” If the employee’s employment is terminated prior to February 10, 2015, his options will expire earlier as follows: (a) upon the termination of employment if the termination is for “cause”, (b) 30 days after the termination of employment, or such other date as determined by the compensation committee, following termination by the employee for “good reason” or by us without “cause” or due to retirement, or (c) 90 days after termination of employment due to death or disability. Vesting of the options may accelerate, and all options will terminate if not exercised, upon (i) a sale of our equity (other than a sale as part of an initial public offering) whereby any person other than existing equity holders as of the grant date acquire our voting power to elect a majority of our board of directors or (ii) a sale of all or substantially all of our assets.
(2)	The options vest ratably on the first eight six-month anniversaries of the grant date, provided, that the exercisability of one-half of the options is conditioned upon meeting certain specified performance targets. See “— Equity Plans — Equity Option Plan.” If Mr. Sanger is terminated, the options will vest as scheduled to the nearest six-month anniversary of the grant date.
(3)	The options vest ratably on the first four anniversaries of the grant date, provided, that the exercisability of one-half of the options is conditioned upon meeting certain specified performance targets. See “— Equity Plans — Equity Option Plan.”

     None of the named executive officers held any stock options during the fiscal year ended August 31, 2004 and none of them held unexercised stock options at that date.

Employment Agreements

      We have entered into employment agreements with Messrs. Sanger, Harvey, Owen and Zimmerman, each effective February 10, 2005, and with Dr. Packard effective April 19, 2005. Mr. Sanger’s employment

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agreement has a five-year term and Mr. Harvey’s employment agreement has a four-year term. The employment agreements of Mr. Owen, Mr. Zimmerman and Dr. Packard have a three-year, a two-year term and a one-year term, respectively, and renew automatically for successive one-year terms unless either party gives notice at least 90 days prior to the expiration of the then current term. Each executive has the right to terminate his agreement on 90 days’ notice, in which event he will be subject to the non-compete provisions described below, provided he receives specified severance benefits. The employment agreements include provisions for the payment of an annual base salary as well as the payment of a bonus based upon the achievement of performance criteria established by our board of directors or, in the case of Dr. Packard, our Chief Executive Officer or President. The target bonus percentage, expressed as a percentage of annual salary, set forth in each agreement represents the bonus amount payable to the executive if all of the performance criteria are achieved. The annual base salary of Mr. Sanger is subject to annual review and adjustment after the second anniversary of the effectiveness of the agreement. The annual base salary of Messrs. Harvey, Owen and Zimmerman are subject to annual review and adjustment after the first anniversary of the effectiveness of the agreements. Dr. Packard’s base salary is subject to a $100,000 increase if he reduces his clinical activities and increases the time he provides services to us.

      If we terminate a named executive officer’s employment without cause or any of them leaves after a change of control for one of several specified reasons, we have agreed to continue the executive’s base salary and provide his benefits for a period of 24 months from the date of termination for Messrs. Sanger, Harvey and Owen, 18 months for Mr. Zimmerman, and 12 months for Dr. Packard. These agreements contain non-competition and non-solicitation provisions pursuant to which the executive agrees not to compete with AMR or EmCare or solicit or recruit our employees for a period from the date of termination for 24 months in the case of Mr. Sanger, Mr. Harvey, Mr. Owen and Dr. Packard and 12 months in the case of Mr. Zimmerman.

      The annual base salary and target bonus for each named executive officer is as follows:

			Target
	Annual		Bonus
Executive	Base Salary		Percentage
William A. Sanger	$	850,000		100	%
Don S. Harvey	$	500,000		75	%
Randel G. Owen	$	350,000		50	%
Todd G. Zimmerman	$	325,000		50	%
Dighton C. Packard, M.D.	$	260,000		50	%

      Pursuant to their employment agreements, effective February 10, 2005, we granted options to purchase our class A common stock to each named executive officer. See “— Option Grants and Stock Awards” and “— Equity Plans — Equity Option Plan.” The option grant to each of these named executive officers was conditioned upon his investment in our equity in an amount as indicated in his respective employment agreement.

      Our executive employment agreements with Messrs. Sanger, Harvey, Owen and Zimmerman include indemnification provisions. Under those agreements, we agree to indemnify each of these individuals against claims arising out of events or occurrences related to that individual’s service as our agent or the agent of any of our subsidiaries to the fullest extent legally permitted. Under Delaware law, an officer may be indemnified, except to the extent any claim arises from conduct that was not in good faith or in a manner reasonably believed to be in, or not opposed to, our best interest or, with respect to any criminal action or proceedings, there was reasonable cause to believe such conduct was unlawful.

Equity Plans

Equity Option Plan

      We adopted our equity option plan in connection with the acquisition of AMR and EmCare. We have granted options to purchase                      shares of class A common stock under the plan and have reserved an additional                      shares for future grants.

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      The compensation committee of our board of directors, or the board itself if there is no committee, administers the equity option plan.

      The plan provides that if Emergency Medical Services undergoes a reorganization, recapitalization or other change in its equity, the compensation committee may make adjustments to the plan in order to prevent dilution of outstanding options. In connection with this offering, each option to purchase one partnership unit at a price of            per unit will be adjusted to become the right to purchase            shares of class A common stock at a price of            per share, and the option terms we refer to give effect to these adjustments.

      The options to purchase                      shares of class A common stock we have granted under the plan are non-qualified options for federal income tax purposes. These options have the following terms:

•  exercise price equal to $          per share, being the equity purchase price paid by the initial investors,

•  vesting ratably on each of the first four anniversaries of the grant date (the first eight 6-month anniversaries in the case of Mr. Sanger), provided, that the exercisability of one-half of the options granted to each employee is subject to the further condition that Onex has realized a 15% internal rate of return, as defined, or, on the fourth anniversary of the grant date, we have achieved an aggregate EBITDA of not less than $617.4 million, subject to certain adjustments, for the four fiscal years ending December 31, 2008,

•  each option expires on the tenth anniversary of the grant date unless the employee’s employment is terminated earlier, in which case the options will expire as follows: (i) upon the termination of employment if the termination is for “cause”, (ii) 30 days after the termination of employment, or such other date as determined by the compensation committee, following termination by the employee for “good reason” or by us without “cause” or due to retirement, or (iii) 90 days after termination of employment due to death or disability, and

•  upon (i) a sale of the equity of Emergency Medical Services (other than a sale as part of this offering) whereby any person other than existing equity holders as of the grant date acquire voting power to elect a majority of our board of directors or (ii) a sale of all or substantially all of our assets, all options granted to each employee will accelerate (although still subject to the performance target) and will terminate if not exercised.

      All options and Emergency Medical Services equity held by our senior management are governed by agreements which:

•  restrict transfer of their equity until the fifth anniversary of purchase, and

•  grant “piggyback” registration rights.

Management Investment and Equity Purchase Plan

      In connection with our acquisition of AMR and EmCare, our named executive officers purchased an aggregate of                      shares of class A common stock. See “Certain Relationships and Related Party Transactions — Issuance of Shares.” Approximately 160 employees and affiliated physicians, physician assistants and nurse practitioners purchased in the aggregate an additional                      shares of class A common stock pursuant to our equity purchase plan. The                      shares held by these investors, including our named executive officers, are governed by equityholders agreements. These agreements contain restrictions on transfer of the equity.

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PRINCIPAL STOCKHOLDERS

      The following table shows information with respect to the beneficial ownership of our common stock as of                      , 2005, giving effect to our initial public offering, by:

•  each person known by us to own beneficially 5% or more of our class A or class B common stock,

•  each of our directors,

•  each of our named executive officers, and

•  all of our directors and executive officers as a group.

      In addition, up to          LP exchangeable units owned by the Onex entities may be exchanged for shares of our class B common stock, converted into class A common stock and sold if the underwriters of our offering exercise their over-allotment option. No member of management, and no other stockholder, is selling common stock as a part of our initial public offering.

	Number of		Percentage
	Shares		of Class/All	Percentage
	Beneficially		Common	of Voting
Name of Beneficial Owner	Owned(1)(2)		Stock	Power
Five Percent Stockholders
Onex Corporation(3)		class B
Onex Partners LP(4)		class B
Onex Partners LLC(5)		class B
Onex EMSC Co-Invest LP(6)		class B
Directors and Executive Officers
Robert M. Le Blanc(7)		class B
Steven B. Epstein(8)		class A
James T. Kelly(8)		class A
Michael L. Smith(8)		class A
William A. Sanger(8)		class A
Don S. Harvey(8)		class A
Dighton C. Packard, M.D.(9)		class A
Randel G. Owen(8)		class A
Todd G. Zimmerman(8)		class A
All directors and executive officers as a group (9 persons)		class B class A

   *    Represents beneficial ownership of less than 1%.

(1)  The amounts and percentages of our common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A

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	person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days, including our common stock subject to an option that is exercisable within 60 days. Under these rules, more than one person may be deemed to be a beneficial owner of such securities as to which such person has an economic interest. None of the options granted under our equity option plan is exercisable within 60 days.
	The LP exchangeable units are exchangeable on a one-for-one basis for shares of class B common stock at any time at the option of the holder. Accordingly, this table assumes the exchange of all LP exchangeable units for class B common stock. Until such exchange, the holders of the LP exchangeable units have the benefit of the class B special voting stock through which the holders may exercise voting rights as though they held the same number of shares of class B common stock.
(2)	On each matter submitted to the stockholders for their vote, our class A common stock is entitled to one vote per share, and our class B common stock is entitled to ten votes per share, reducing to one vote per share under certain limited circumstances. Except as required by law, our class A and class B common stock vote together on all matters submitted to stockholders for their vote.
(3)	Includes the following: (i)             LP exchangeable units held by Onex Partners LP; (ii)             LP exchangeable units held by Onex Partners LLC; (iii)             LP exchangeable units held by Onex EMSC Co-Invest LP; (iv)             LP exchangeable units held by EMS Executive Investco LLC; (v)             LP exchangeable units held by Onex US Principals LP; and (vi)             LP exchangeable units held by Emergency Medical Services Corporation. Onex Corporation may be deemed to own beneficially the LP exchangeable units held by (a) Onex Partners LP, through Onex’ ownership of all of the common stock of Onex Partners GP, Inc., the general partner of Onex Partners GP LP, the general partner of Onex Partners LP; (b) Onex Partners LLC, through Onex’ ownership of all of the equity of Onex Partners LLC; (c) Onex EMS Co-Invest LP, through Onex’ ownership of all of the common stock of Onex Partners GP, Inc., the general partner of Onex Partners GP LP, the general partner of Onex EMSC Co-Invest LP; (d) EMS Executive Investco LLC, through Onex’ ownership of Onex American Holdings II LLC which owns 33.33% of the voting power of EMS Executive Investco LLC; and (e) Onex US Principals LP through Onex’ ownership of all of the equity of Onex American Holdings GP LLC, the general partner of Onex US Principals LP. Onex Corporation disclaims such beneficial ownership.
	In addition, prior to the formation of our holding company, Onex Corporation’s subsidiary, Onex American Holdings II LLC, owns 50% of the voting stock of Emergency Medical Services Corporation, the general partner of EMS L.P., and a 99.9% economic interest in Emergency Medical Services Corporation. Emergency Medical Services Corporation owns directly less than .001% of the equity interest of EMS L.P. However, as its general partner, Emergency Medical Services Corporation may be deemed to own beneficially all of the equity of the partnership. The equity owned by Emergency Medical Services Corporation may be deemed beneficially owned 50% by Mr. Le Blanc and 50% by Onex American Holdings II LLC and Onex Corporation. Mr. Le Blanc disclaims such beneficial ownership.
	Mr. Gerald W. Schwartz, the Chairman, President and Chief Executive Officer of Onex Corporation, owns shares representing a majority of the voting rights of the shares of Onex Corporation and as such may be deemed to own beneficially all of the LP exchangeable units owned beneficially by Onex Corporation. Mr. Schwartz disclaims such beneficial ownership. The address for Onex Corporation is 161 Bay Street, Toronto, ON M5J 2S1
(4)	All of the LP exchangeable units owned by Onex Partners LP may be deemed owned beneficially by each of Onex Partners GP LP, Onex Partners GP, Inc. and Onex Corporation. The address for Onex Partners LP is c/o Onex Investment Corporation, 712 Fifth Avenue, New York, New York 10019.
(5)	All of the LP exchangeable units owned by Onex Partners LLC may be deemed owned beneficially by Onex Corporation. The address for Onex Partners LLC is 421 Leader Street, Marion, Ohio 43302.
(6)	All of the LP exchangeable units owned by Onex EMSC Co-Invest LP may be deemed owned beneficially by each of Onex Partners GP LP, Onex Partners GP, Inc. and Onex Corporation. The address for Onex EMSC Co-Invest LP is c/o Onex Investment Corporation, 712 Fifth Avenue, New York, New York 10019.
(7)	Includes (i)             LP exchangeable units held by Onex US Principals LP which may be deemed owned beneficially by Mr. Le Blanc by reason of his pecuniary interest in the LP exchangeable units owned by Onex US Principals LP, (ii)         LP exchangeable units owned by Onex EMSC Co-Invest LP which may be deemed to be owned beneficially by Mr. Le Blanc by reason of his pecuniary interest in Onex EMSC Co-Invest LP and (iii)          shares of LP exchangeable units owned by Emergency Medical Services Corporation. Prior to our reorganization into a holding company, Mr. Le Blanc owns 50% of the voting common stock of Emergency Medical Service Corporation and a 0.01% economic interest in Emergency Medical Services Corporation. See note (3) with respect to Emergency Medical Services Corporation’s equity interest in EMS L.P., as to which Mr. Le Blanc disclaims beneficial ownership. Mr. Le Blanc also disclaims beneficial interest in the LP exchangeable units owned by Onex US Principals LP and Onex EMSC Co-Invest LP. Mr. Le Blanc’s address is c/o Onex Investment Corporation, 712 Fifth Avenue, New York, New York 10019.
(8)	The address of these stockholders is c/o Emergency Medical Services Corporation, 6200 S. Syracuse Way, Suite 200, Greenwood Village, Colorado 80111-4737.
(9)	The address of this stockholder is c/o EmCare Holdings Inc., 1717 Main Street, Suite 5200, Dallas, Texas 75201.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

      Since September 2001, we have not engaged in any transactions valued in excess of $60,000 with any of our executive officers, directors or holders of more than 5% of our outstanding voting securities, other than the transactions described below.

Transactions with Laidlaw

Our Acquisition of AMR and EmCare

      Pursuant to stock purchase agreements with Laidlaw International, Inc. and a subsidiary of Laidlaw, on February 10, 2005 we purchased all of the capital stock of AMR and EmCare for an aggregate purchase price of $815.8 million, subject to certain post-closing adjustments. These adjustments included a decrease to reflect debt assumed by us and an increase to reflect the increase in the combined net worth of AMR and EmCare from August 31, 2004 through the date of closing, subject to the contractual provision that the aggregate purchase price would not be more than $835.8 million minus outstanding debt we assumed. For purposes of these adjustments, the closing was deemed to be effective as of the close of business on January 31, 2005, and we had the benefit and the risks of the businesses from that date. The aggregate purchase price we paid was $826.6 million.

      Pursuant to the stock purchase agreement, in March 2005 we purchased an AMR subsidiary from Laidlaw for a purchase price of approximately $2.2 million. This deferred purchase enabled Laidlaw to prepay an outstanding debt obligation of the subsidiary that was secured by the subsidiary’s property. The purchase price paid to Laidlaw at the closing of the acquisition had been reduced by approximately $2.2 million. Accordingly, the aggregate purchase price for the acquisition, including this subsidiary, was $828.8 million.

      The stock purchase agreements contain customary representations, warranties and covenants. Pursuant to the stock purchase agreements, we are indemnified by the seller (a subsidiary of Laidlaw that directly owned AMR and EmCare) and Laidlaw, subject to specified exceptions, for losses arising from:

•  breaches by the seller of its representations, warranties, covenants and agreements contained in the stock purchase agreements,

•  damages relating to certain government investigations, and

•  tax liabilities for periods prior to closing.

      Claims for indemnification are subject to an aggregate deductible equal to 1% of the aggregate purchase price and may not exceed 15% of the aggregate purchase price (in each case, without giving effect to any purchase price adjustment), each subject to certain specified exceptions. Most claims for indemnification must be made by the date that is 18 months from the closing date; claims for environmental matters, taxes and certain healthcare matters may be made for periods ranging from three years to the applicable statute of limitations (solely for certain tax matters), and certain representations, such as those relating to corporate organization and ownership of the capital stock of AMR and EmCare, do not expire.

      Prior to the acquisition, Laidlaw provided various services to AMR and EmCare, including income tax accounting, preparation of tax returns, certain risk management/compliance/insurance coverage services, cash management, certain benefit plan administration and internal audit, and AMR and EmCare guaranteed certain Laidlaw debt. See notes 10, 11 and 12 to the audited combined financial statements included in this prospectus.

Management Bonuses in Connection with Our Acquisition of AMR and EmCare

      In connection with our acquisition of AMR and EmCare, Laidlaw paid bonuses to Mr. Sanger and Mr. Harvey of $12,691,032 and $2,270,002, respectively, pursuant to their employment agreements. Each agreement set forth a formula to determine the amount of bonus payable in connection with a sale by Laidlaw of 50% or more of EmCare, in the case of Mr. Harvey, and of 50% or more of AMR and/or EmCare, in the case of Mr. Sanger. Also in connection with our acquisition of AMR and EmCare, Laidlaw

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paid Mr. Owen, Mr. Zimmerman and Dr. Packard $200,363, $174,301 and $325,188, respectively, under Laidlaw’s equity plan. Pursuant to that plan, in 2003, units were granted to the named executive officers and other members of senior management of AMR and EmCare. These units vested in installments and were valued based upon the difference between the initial value and the final value of AMR or EmCare, as applicable. Participation in this plan by AMR and EmCare management, including the named executive officers, terminated upon the completion of our acquisition of AMR and EmCare.

Transition Services Agreement

      In connection with our acquisition of AMR and EmCare, we entered into a transition services agreement with Laidlaw. Pursuant to this agreement:

•  we agreed to hire a tax employee who will work for Laidlaw on a consulting basis, until about December 31, 2005, to assist in Laidlaw’s preparation of pre-closing period state and federal tax returns relating to AMR and EmCare,

•  Laidlaw agreed to make its tax personnel available to us on a consulting basis until December 31, 2005, and

•  Laidlaw agreed to lease certain Arlington, Texas office space to us for 120 days at a lease price of $3,500 per month.

We will pay Laidlaw for tax consulting services based on a fixed hourly rate. Laidlaw will reimburse us for 120% of our tax employee’s salary through June 30, 2005 and thereafter for 75% of the 120% of salary, it will pay the out-of-pocket expenses related to the tax employee’s services to Laidlaw and it will pay 50% of any search firm fee with respect to the tax employee. For the five months ended June 30, 2005, under the transition services agreement we paid Laidlaw $19,515.

Performance Bond Arrangement

      Certain of AMR’s ambulance transport services contracts require that AMR or its subsidiary post a surety or performance bond. In the AMR stock purchase agreement, Laidlaw agrees to continue to provide to us any cash required as collateral to support the performance bonds in effect at January 31, 2005, and for a three-year period to pay any bond premiums in excess of the rates in effect at the closing date. We have agreed to indemnify Laidlaw for any claims against Laidlaw in connection with these performance bonds. Under this agreement, at June 30, 2005, Laidlaw continued to hold the performance bond collateral amount of $16.4 million, which represents 50% of the face amount of the performance bonds at January 31, 2005. The cash collateral relating to each bond will be delivered to us, or to a new surety for our benefit, when Laidlaw is released from its indemnity obligations with respect to the outstanding bond; until that release, Laidlaw and we share equally investment income on the cash collateral.

Risk Financing Program

      AMR is party to separate risk financing agreements with Laidlaw for the period September 1, 1993 to August 31, 2001 and the period September 1, 2003 to the date of the closing of our acquisition of AMR and EmCare. Pursuant to these agreements, AMR had insured its workers compensation, auto and general liability claims through Laidlaw’s captive insurance company and participated in Laidlaw’s group policies with respect to other types of coverage for occurrences during the specific period of each agreement.

      For the period September 1, 1993 to August 31, 2001, we are fully-insured for AMR’s workers compensation, auto and general liability programs. We have no further payment obligation to Laidlaw under that agreement, having previously made all premium payments, and Laidlaw has agreed to bear the cost of any claims relating to such claims for this period. For the period September 1, 2003 to February 10, 2005, we retain the risk of loss as to the first $2 million of auto and general liability claims per occurrence and the first $1 million of workers compensation claims per occurrence, as a self-insurance program funded through Laidlaw’s captive insurance program. AMR had collateral deposited with Laidlaw totaling approximately $42.2 million at February 10, 2005 and $37.7 million at June 30, 2005. This collateral is held in a trust fund

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owned by Laidlaw, and is applied by Laidlaw to cover AMR’s claims and related expenses. We are responsible to Laidlaw for any claims costs in excess of the collateral amount, and any excess collateral will be repaid to us by Laidlaw. This self-insurance program for the period September 1, 2003 to February 10, 2005 can be terminated by either party on 60 days’ written notice. See “Business — American Medical Response — Insurance.”

Management Agreement

      We are party to a management agreement dated February 10, 2005 with Onex Partners Manager LP, or Onex Manager, a wholly-owned subsidiary of Onex Corporation. In exchange for an annual management fee of $1.0 million, Onex Manager provides us with corporate finance and strategic planning consulting services. The annual fee may be increased, to a maximum of $2.0 million, with the approval of directors who are not affiliated with Onex. We also reimburse Onex Manager for out-of-pocket expenses incurred in connection with the provision of services pursuant to the agreement, and reimburse Onex Manager for out-of-pocket expenses incurred in connection with our acquisition of AMR and EmCare. The management agreement has an initial term of five years, subject to automatic one-year renewals, unless terminated by either party by notice given at least 90 days prior to the scheduled expiration date.

Issuance of Shares

      The following table summarizes the purchases of our common stock by our directors, executive officers and holders who beneficially own more than 5% of our outstanding voting securities. The information in this table, as to the type and number of shares purchased, gives effect to the exchange of EMS L.P. partnership units for our common stock effective immediately prior to our initial public offering and assumes the exchange of all LP exchangeable units for Emergency Medical Services’ class B common stock.

				Aggregate
		Number and		Purchase
Name		Type of Shares		Price		Date of Purchase
5% Holders
	Onex Corporation		class B	$	214,050,010	February 10, 2005
	Onex Partners LP		class B	$	114,844,820	February 10, 2005
	Onex Partners LLC		class B	$	74,046,160	February 10, 2005
	Onex EMSC Co-Invest LP		class B	$	18,965,700	February 28, 2005
Executive Officers
	William A. Sanger		class A	$	3,000,000	February 10, 2005
	Don S. Harvey		class A	$	500,000	February 10, 2005
	Randel G. Owen		class A	$	225,000	February 10, 2005
	Dighton S. Packard, M.D.		class A	$	225,000	February 10, 2005
	Todd G. Zimmerman		class A	$	125,000	February 10, 2005
Non-Officer Directors
	Robert M. Le Blanc		class B	$	373,991	February 10, 2005
	Steven B. Epstein		class A	$	250,000	April 22, 2005
	James T. Kelly		class A	$	750,000	March 10, 2005
	Michael L. Smith		class A	$	250,000	June 30, 2005

Employment Agreements and Indemnification Agreements

      We have an employment agreement and an option agreement with Mr. Sanger, our Chairman and Chief Executive Officer, and with certain of our other senior executives. For a description, see “Management — Employment Agreements.”

      Pursuant to his employment agreement, Mr. Sanger leased from us a personal residence we purchased when we asked him to re-locate to Colorado. Mr. Sanger terminated the lease in May 2005, at which time we

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sold the residence. As provided in his employment agreement, in September 2005 we reimbursed Mr. Sanger for the $463,000 he had spent on leasehold improvements to the residence.

      In November 1999, Texas EM-I Medical Services, P.A., a physician group affiliated with EmCare, entered into an employment agreement with Dighton C. Packard, M.D. Dr. Packard’s employment agreement automatically renews for successive two-year terms unless either party gives notice 180 days prior to the expiration of the then current term. Dr. Packard has the right to terminate his agreement upon 180 days’ notice, in which event he agrees to not compete with Texas EM-I for 12 months following termination of employment. Under the employment agreement, Dr. Packard is to receive an annual base salary plus a bonus based on the performance of the group under the agreements with Baylor University Medical Center.

      We have entered into indemnification agreements with each of our directors, and our executive employment agreements include indemnification provisions. Under those agreements, we agree to indemnify each of these individuals against claims arising out of events or occurrences related to that individual’s service as our agent or the agent of any of our subsidiaries to the fullest extent legally permitted.

Equityholder Agreements and Registration Agreement

      On February 10, 2005, we entered into an investor equityholders agreement and a registration rights agreement with certain of our equityholders, including each of the named executive officers. We are also party to an equityholders agreement with certain of our employee, affiliated physician, physician assistant and nurse practitioner equityholders.

Consulting Agreement with BIDON Companies

      On January 16, 2001, EmCare entered into a management services agreement with BIDON, Inc., the stock of which is owned by William A. Sanger, Don S. Harvey and a third partner. Pursuant to the agreement, BIDON provided consulting and management services to EmCare, including the services of Messrs. Sanger and Harvey on a substantially full-time basis. The agreement provided that BIDON was entitled to a management fee and an incentive bonus, as well as a performance fee payable upon a change in control of EmCare. The agreement expired in March 31, 2003 and Messrs. Sanger and Harvey entered into employment agreements with EmCare at that time. Pursuant to the agreement, EmCare paid total fees and bonuses to BIDON, including expense reimbursement, of $2.6 million and $2.3 million in fiscal 2002 and fiscal 2003, respectively.

Other Related Party Transactions and Business Relationships

      Steven B. Epstein, one of our directors, is a founding member and the senior health law partner in the Washington, D.C. firm of Epstein, Becker & Green, P.C., or EBG. EBG provided healthcare-related legal services to Onex in connection with our acquisition of AMR and EmCare.

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DESCRIPTION OF SENIOR SECURED CREDIT FACILITY

      On February 10, 2005, we entered into a new senior secured credit facility provided by a syndicate of banks and other financial institutions led by Banc of America Securities LLC and J.P. Morgan Securities Inc., as joint lead arrangers and joint bookrunning managers, Bank of America, N.A., as administrative agent and collateral agent, and JPMorgan Chase Bank, N.A., as syndication agent. The senior secured credit facility provides financing of $450 million, consisting of a $350 million term loan with a maturity of seven years and a $100 million revolving credit facility with a maturity of six years.

      Each of AMR HoldCo, Inc. and EmCare HoldCo, Inc., the issuers of the notes, is a borrower under, and Emergency Medical Services L.P. and all domestic subsidiaries of Emergency Medical Services L.P. (other than the issuers) are the guarantors of, the senior secured credit facility. The issuers’ obligations under the senior secured credit facility are joint and several.

      Term Loan. The full amount of the term loan was drawn on February 10, 2005 and the proceeds were used to finance in part our acquisition of AMR and EmCare and to pay related costs and expenses. Amounts borrowed under the term loan are due in quarterly installments, with 1% of the initial principal amount of such loan to be payable in each of the first six years and 94% of the initial principal amount of such loan to be payable in the final year. If we complete our initial public offering, we intend to use a portion of the net proceeds to repay a portion of the term loan. Amounts repaid under the term loan will not be available for future borrowing.

      Revolving Credit Facility. The revolving credit facility includes a subfacility for letters of credit as well as a swingline subfacility. The revolving credit facility financed a portion of the acquisition on the closing date and, thereafter, is available for general corporate purposes.

      Interest Rates and Fees. The borrowings under the senior secured credit facility bears interest at a rate equal to an applicable margin plus, at the issuers’ option, either (a) a base rate determined by reference to the higher of (1) the base rate of Bank of America prime rate and (2) the federal funds rate plus ¹/2 of 1% or (b) a LIBOR rate. The current applicable margins for borrowings under our senior secured credit facility are:

•  in respect of the revolving credit facility, 1.75% with respect to base rate loans and 2.75% with respect to LIBOR loans, and

•  in respect of the term loan, 1.50% with respect to base rate loans and 2.50% with respect to LIBOR loans.

The applicable margin in respect of our senior secured credit facility will be adjusted from time to time based on the total leverage ratio of Emergency Medical Services and its subsidiaries.

      In addition to paying interest on outstanding principal under the senior secured credit facility, the issuers pay a commitment fee to the lenders under the revolving credit facility in respect of unutilized commitments thereunder at a rate equal to 0.50% per annum. The issuers also pay customary letter of credit fees and fees of the administrative agent.

      Prepayments. Subject to certain exceptions, the senior secured credit facility must be prepaid in an amount equal to:

•  100% of the net cash proceeds (1) from certain asset dispositions by EMS L.P. or any of its subsidiaries, (2) of extraordinary receipts received by EMS L.P. or any of its subsidiaries, which include insurance proceeds and condemnation awards and (3) from the incurrence after the date of the initial borrowing under the senior secured credit facility of certain additional debt by EMS L.P. or any of its subsidiaries,

•  50% of excess cash flow of EMS L.P. and its subsidiaries (subject to reduction to a lower percentage based upon the total leverage ratio of Emergency Medical Services and its subsidiaries), and

•  50% of the net cash proceeds from the issuance of equity by, or equity contributions to, EMS L.P.

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      The issuers may prepay the senior secured credit facility at any time in whole or in part without premium or penalty, except that any prepayment of LIBOR rate advances other than at the end of the applicable interest periods therefor shall be made with reimbursement for any funding losses and redeployment costs of the lenders resulting therefrom.

      Collateral. The obligations under the senior secured credit facility and all the guarantees are secured by substantially all of the assets of the issuers and each guarantor, including, but not limited to, the following, and subject to certain exceptions:

•  a pledge of 100% of the capital stock of the issuers and each other direct and indirect domestic subsidiary of EMS L.P. and of 65% of the capital stock of each direct foreign subsidiary of either of the issuers or any guarantor, and

•  a security interest in substantially all tangible and intangible assets of EMS L.P., the other guarantors and the issuers.

      Certain Covenants and Events of Default. The senior secured credit facility contains a number of covenants, that, among other things, restrict, subject to certain exceptions, EMS L.P.’s ability and the ability of EMS L.P.’s subsidiaries to:

•  create liens on assets,

•  make investments, loans, guarantees or advances,

•  incur additional indebtedness or issue capital stock,

•  engage in mergers, acquisitions or consolidations,

•  sell assets,

•  pay dividends, repurchase equity interests or make other restricted payments,

•  change the business conducted by the issuers and their subsidiaries,

•  engage in transactions with affiliates,

•  make capital expenditures, and

•  repay certain indebtedness (including the notes), or amend or otherwise modify agreements governing subordinated indebtedness.

      In addition, the senior secured credit facility requires that the issuers comply with certain financial covenants, including a maximum total leverage ratio, a maximum senior leverage ratio and a minimum fixed charge coverage ratio. The senior secured credit facility contains customary representations and warranties, affirmative covenants and events of default, including, but not limited to, payment defaults, breach of representations and warranties, covenant defaults, cross-defaults to certain indebtedness, certain events of bankruptcy, material judgments, the occurrence of certain ERISA events and the occurrence of a change of control. If such an event of default occurs, the lenders under the senior secured credit facility are entitled to take various actions, including the acceleration of the amounts due thereunder and all actions permitted to be taken by a secured creditor.

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DESCRIPTION OF NOTES

      You can find the definitions of certain terms used in this description under the subheading “— Certain Definitions.” In this description, the word “Issuers” refers only to AMR HoldCo and EmCare HoldCo, and not to any of their respective subsidiaries, “Parent” refers to Emergency Medical Services L.P. and “Notes” or “these Notes” refers to the outstanding notes and the exchange notes.

      The Issuers issued the outstanding notes and will issue the exchange notes, jointly and severally, under an Indenture (the “Indenture”) among the Issuers, the Guarantors and U.S. Bank Trust National Association, as trustee (the “Trustee”), a copy of which is incorporated by reference as an exhibit to the registration statement of which this prospectus forms a part. The terms of the notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

Brief Description of the Notes and the Guarantees

The Notes

      These Notes are:

•  joint and several general unsecured obligations of the Issuers;

•  subordinated in right of payment to all Senior Debt of the Issuers;

•  senior in right of payment to any future Indebtedness of the Issuers that is expressly subordinated in right of payment to the Notes; and

•  unconditionally guaranteed by the Guarantors.

The Guarantees

      These Notes are initially guaranteed by Parent and each Domestic Restricted Subsidiary of each of the Issuers.

      The Parent Guarantee of these Notes is:

•  a general unsecured obligation of Parent;

•  subordinated in right of payment to all Senior Debt of Parent; and

•  senior in right of payment to any future Indebtedness of Parent that is expressly subordinated in right of payment to the Parent Guarantee.

      The Subsidiary Guarantees of these Notes are:

•  general unsecured obligations of each Subsidiary Guarantor;

•  subordinated in right of payment to all Senior Debt of each Subsidiary Guarantor; and

•  senior in right of payment to any future Indebtedness of each Subsidiary Guarantor that is expressly subordinated in right of payment to the Subsidiary Guarantee of that Subsidiary Guarantor.

      At June 30, 2005, the Issuers and the Guarantors have total Senior Debt of approximately $349.1 million. As indicated above and as discussed in detail below under the subheading “Subordination,” payments on the Notes and under the Guarantees are subordinated to the payment of Senior Debt. The Indenture permits us, the Issuers and the Guarantors to incur additional Senior Debt.

      In addition, the Notes and the Guarantees are effectively subordinated to all of Parent’s and the Guarantors’ secured Indebtedness to the extent of the value of the assets securing such Indebtedness, and are structurally subordinated to all liabilities and commitments (including trade payables and lease obligations) of our Subsidiaries that are not guaranteeing the Notes.

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      All of our subsidiaries are “Restricted Subsidiaries” other than EMCA Insurance Company, Ltd. However, under the circumstances described below under the subheading “— Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries,” we are permitted to designate certain of our subsidiaries as “Unrestricted Subsidiaries.” Unrestricted Subsidiaries are not subject to many of the restrictive covenants in the Indenture. Unrestricted Subsidiaries are not guaranteeing the Notes.

Principal, Maturity and Interest

      The Issuers initially issued $250.0 million aggregate principal amount of notes in a private offering. The Issuers issued the outstanding notes and will issue the exchange notes in denominations of $1,000 and integral multiples of $1,000. The Notes will mature on February 15, 2015.

      Interest on these Notes will accrue at the rate of 10% per annum and will be payable semi-annually in arrears on February 15 and August 15, commencing on August 15, 2005. The Issuers will make each interest payment to the Holders of record of these Notes on the immediately preceding February 1 and August 1. Interest on these Notes accrues from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months.

      Additional Notes may be issued from time to time after this exchange offer, subject to the provisions of the Indenture described below under the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock.” The outstanding notes, the exchange notes and any additional Notes subsequently issued under the Indenture would be treated as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.

Methods of Receiving Payments on the Notes

      All payments on these Notes are to be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Issuers elect to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.

Paying Agents and Registrar for the Notes

      The Trustee is initially acting as Paying Agent and Registrar. The Issuers may change the Paying Agent or Registrar without prior notice to the Holders of the Notes, and the Issuers or any of the Guarantors may act as Paying Agent or Registrar.

Transfer and Exchange

      A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuers may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuers are not required to transfer or exchange any Note selected for redemption. Also, the Issuers are not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed.

      The registered Holder of a Note is treated as the owner of it for all purposes.

Guarantees

      The Guarantors jointly and severally guarantee, on a senior subordinated basis, the Issuers’ obligations under the Notes. The Parent Guarantee is subordinated to the prior payment in full of all Senior Debt of Parent. Each Subsidiary Guarantee is subordinated to the prior payment in full of all Senior Debt of that Subsidiary Guarantor. The obligations of each Guarantor under its Guarantee are limited as necessary to prevent such Guarantee from constituting a fraudulent conveyance under applicable law. See “Risk Factors — Risk Factors Related to the Notes — Federal and state laws permit courts to void guarantees under certain circumstances and would require you to return payments received from guarantors in specific circumstances.”

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      The Subsidiary Guarantee of a Subsidiary Guarantor will be released:

      (1)     in connection with any sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation), if the Issuer that directly or indirectly owns such Subsidiary Guarantor applies the Net Proceeds of such sale or other disposition in accordance with the applicable provisions of the Indenture; or

      (2)     in connection with the sale of all of the capital stock of a Subsidiary Guarantor, if the Issuer that directly or indirectly owns such Subsidiary Guarantor applies the Net Proceeds of such sale in accordance with the applicable provisions of the Indenture; or

      (3)     in connection with any transaction which results in a Subsidiary Guarantor ceasing to be a Restricted Subsidiary of an Issuer, if the transaction is not in violation of the applicable provisions of the Indenture; or

      (4)     if an Issuer designates any Restricted Subsidiary of such Issuer that is a Subsidiary Guarantor as an Unrestricted Subsidiary, in accordance with the applicable provisions of the Indenture; or

      (5)     if a Subsidiary Guarantor has no outstanding Indebtedness after giving effect to such release other than pursuant to clause (2), (4), (5), (6) (with respect to Permitted Refinancing Indebtedness in respect of Indebtedness initially incurred under clause (2) or (5) only), (7), (10), (11), (12), (13), (14) or (15) of the “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant or pursuant to clause (9) of such covenant (with respect to Indebtedness incurred under any of the foregoing clauses) and an Officers’ Certificate certifying the foregoing is presented to the Trustee together with a request to release such Subsidiary Guarantor from its Subsidiary Guarantee.

      See “— Repurchase at the Option of Holders — Asset Sales.”

Subordination

      The payment of all Obligations on these Notes and the Guarantees is subordinated to the prior payment in full of all Senior Debt of the Issuers and the Guarantors.

      The holders of Senior Debt will be entitled to receive payment in full in cash or Cash Equivalents of all amounts due or to become due in respect of Senior Debt before the Holders of Notes will be entitled to receive any payment with respect to the Notes (except that Holders of Notes may receive Reorganization Securities) or the Guarantees, in the event of any distribution to creditors of an Issuer or a Guarantor in any Insolvency or Liquidation Proceeding with respect to such Person. Upon any such Insolvency or Liquidation Proceeding, any payment or distribution of assets of an Issuer or a Guarantor of any kind or character, whether in cash, property or securities (other than Reorganization Securities), to which the Holders of the Notes or the Trustee would be entitled will be paid by such Person or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by the Holders of the Notes or by the Trustee if received by them, directly to the holders of Senior Debt (pro rata to such holders on the basis of the amounts of Senior Debt held by such holders) or their Representative or Representatives, as their interests may appear, for application to the payment of the Senior Debt remaining unpaid until all such Senior Debt has been paid in full in cash or Cash Equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Senior Debt.

      Also, no Issuer or Guarantor may make any payment in respect of the Notes or the Guarantees, as the case may be (except in Reorganization Securities), if:

      (1)     a payment default on Designated Senior Debt occurs and is continuing; or

      (2)     any other default occurs and is continuing on Designated Senior Debt that permits holders of the Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from the Administrative Agent or the holders or the Representative of any Designated Senior Debt.

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      Payments on the Notes and the Guarantees may and shall be resumed:

      (1)     in the case of a payment default, upon the date on which such default is cured or waived; and

      (2)     in case of a nonpayment default, the earliest of (a) the date on which such nonpayment default is cured or waived, (b) 179 days after the date on which the applicable Payment Blockage Notice is received and (c) the date on which the Trustee receives written notice from the Administrative Agent or the Representative for such Designated Senior Debt, as the case may be, rescinding the applicable Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.

      During any 360-day period, the aggregate of all periods for which a Payment Blockage Notice shall be effective (each, a “Payment Blockage Period”) shall not exceed 179 days and there shall be a period of at least 181 consecutive days in each consecutive 360-day period when no Payment Blockage Period is in effect. No event of default which existed or was continuing with respect to the Senior Debt for which a any Payment Blockage Notice was given on the date such Payment Blockage Period commenced shall be made if the basis for the commencement of any subsequent Payment Blockage Period unless such event of default is cured or waived for a period of not less than 90 consecutive days.

      Notwithstanding anything to the contrary, payments and distributions made from the trust established pursuant to the provisions described under “— Satisfaction and Discharge” or “— Legal Defeasance and Covenant Defeasance” will be permitted and will not be subordinated so long as the payments into the trust were made in accordance with the requirements described under “— Satisfaction and Discharge” or “— Legal Defeasance and Covenant Defeasance” and did not violate the subordination provisions when they were made.

      As a result of the subordination provisions described above, in the event of a bankruptcy, liquidation or reorganization of an Issuer, Holders of these Notes may recover less ratably than creditors of such Issuer who are holders of Senior Debt. See “Risk Factors — Risk Factors Related to the Notes — Your right to receive payments on the notes is junior to our existing and future senior debt, and the existing and future senior debt of the guarantors, including borrowings under our senior secured credit facility.” The Issuers and their Restricted Subsidiaries are subject to certain financial tests limiting the amount of additional Indebtedness that the Issuers and their Restricted Subsidiaries can incur. See “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock.”

Optional Redemption

Redemption with Proceeds from Equity Offerings

      At any time prior to February 15, 2008, the Issuers may, on one or more occasions, redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture (calculated after giving effect to the issuance of additional Notes) at a redemption price of 110% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that:

      (1)     at least 65% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of additional Notes) issued under the Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Issuers and their Subsidiaries); and

      (2)     the redemption must occur within 90 days of the date of the closing of such Equity Offering.

Redemption on or after February 15, 2010

      On or after February 15, 2010, the Issuers may, on one or more occasions, redeem all or a part of these Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon, to the applicable

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redemption date, if redeemed during the twelve-month period beginning on February 15 of the years indicated below:

Year	Percentage
2010		105.000%
2011		103.333%
2012		101.667%
2013 and thereafter		100.000%

Selection and Notice

      If less than all of the Notes are to be redeemed at any time, the Trustee will select Notes for redemption as follows:

      (1)     if the Notes are listed, in compliance with the requirements of the principal national securities exchange on which the Notes are listed; or

      (2)     if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate.

      In addition, if a partial redemption is made pursuant to the provisions described under “— Optional Redemption — Redemption with Proceeds from Equity Offerings,” selection of the Notes or portions thereof for redemption shall be made by the Trustee only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to the procedures of The Depository Trust Company), unless that method is otherwise prohibited.

      No Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional.

      If any Note is to be redeemed in part only, the notice of redemption that relates to that Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption.

Mandatory Redemption

      Except as set forth below under “— Repurchase at the Option of Holders,” the Issuers are not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Repurchase at the Option of Holders

Change of Control

      If a Change of Control occurs, each Holder of Notes will have the right to require the Issuers to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of that Holder’s Notes pursuant to the Change of Control Offer. In the Change of Control Offer, the Issuers will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest thereon, if any, to the date of purchase. Within 60 days following any Change of Control, the Issuers will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on a date no earlier than 30 days and no later than 60 days from the date the notice is mailed, other than as may be required by law, (the “Change of Control Payment Date”), pursuant to the procedures required by the Indenture and described in such notice. The Issuers will comply with the requirements of Rule 14e-l under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities

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laws or regulations conflict with the provisions of the Indenture relating to such Change of Control Offer, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in the Indenture by virtue thereof.

      On the Change of Control Payment Date, the Issuers will, to the extent lawful:

      (1)     accept for payment all Notes or portions thereof in minimum amounts equal to $1,000 or an integral multiple of $1,000 in excess thereof properly tendered pursuant to the Change of Control Offer;

      (2)     deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and

      (3)     deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuers.

      The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof.

      Prior to complying with any of the provisions of this “Change of Control” covenant, but in any event within 90 days following a Change of Control, the Issuers will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this covenant. The Issuers will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

      The provisions described above that require the Issuers to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit the Holders of the Notes to require that the Issuers repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

      The Issuers’ Senior Debt prohibits the Issuers from purchasing any Notes in the event of a Change of Control, and also provides that certain change of control events with respect to the Issuers would constitute a default under the agreements governing the Senior Debt. Any future credit agreements or other agreements relating to Senior Debt to which the Issuers become a party may contain similar restrictions and provisions. In the event a Change of Control occurs at a time when the Issuers are prohibited from purchasing Notes, the Issuers could seek the consent of their senior lenders to the purchase of Notes or could attempt to refinance the borrowings that contain such prohibition. If the Issuers do not obtain such a consent or repay such borrowings, the Issuers will remain prohibited from purchasing Notes. In such case, the Issuers’ failure to purchase tendered Notes would constitute an Event of Default under the Indenture which would, in turn, constitute a default under such Senior Debt. In such circumstances, the subordination provisions in the Indenture would likely restrict payments to the Holders of Notes.

      The Issuers will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

      The definition of Change of Control includes a phrase relating to the sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the assets of the Issuers and their respective Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” no precise, established definition of the phrase exists under applicable law. Accordingly, the ability of a Holder of Notes to require the Issuers to repurchase such Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Issuers and their respective Subsidiaries taken as a whole to another Person or group may be uncertain.

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Asset Sales

      The Issuers will not, and will not permit any of their respective Restricted Subsidiaries to, consummate an Asset Sale unless:

      (1)     such Issuer (or such Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of;

      (2)     such fair market value, if greater than $5.0 million, is certified to the Trustee in an Officers’ Certificate;

      (3)     at least 75% of the consideration received therefor by such Issuer (or such Restricted Subsidiary, as the case may be) is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following shall be deemed to be cash:

(a) any liabilities of an Issuer or any Restricted Subsidiary (as shown on the most recent consolidated balance sheet of either Issuer and its Restricted Subsidiaries other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets pursuant to an agreement that releases any such Issuer or any such Restricted Subsidiary from further liability with respect to such liabilities;

(b) any securities, notes or other obligations received by such Issuer or any such Restricted Subsidiary from such transferee that are converted by such Issuer or such Restricted Subsidiary into cash or Cash Equivalents within 180 days (to the extent of the cash or Cash Equivalents received in that conversion); and

(c) any Equity Interests or assets of the kind referred to in clause (2) or (4) of the following paragraph.

      Within 365 days after the receipt of any Net Proceeds from an Asset Sale, such Issuer or any such Restricted Subsidiary may apply such Net Proceeds, at its option:

      (1)     to repay or repurchase Senior Debt of such Issuer or any such Guarantor or any Indebtedness of any Restricted Subsidiary that is not a Guarantor;

      (2)     to acquire Equity Interests in a Person engaged in a Permitted Business if such Person is, or will become as a result thereof, a Restricted Subsidiary;

      (3)     to make a capital expenditure in a Permitted Business; or

      (4)     to acquire assets (other than securities) to be used in a Permitted Business.

      Pending the final application of any such Net Proceeds, the Issuers may temporarily reduce the revolving Indebtedness under the Senior Credit Facilities or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture.

      Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph will constitute Excess Proceeds. When the aggregate amount of Excess Proceeds exceeds $15.0 million, the Issuers will be required to make an offer to purchase from all Holders of Notes (an “Asset Sale Offer”) and, if applicable, redeem or purchase (or make an offer to do so) any Pari Passu Indebtedness of the Issuers, the provisions of which require the Issuers to redeem or purchase (or make an offer to do so) such Indebtedness with the proceeds from any Asset Sales, the maximum aggregate principal amount of Notes and such Pari Passu Indebtedness that may be purchased (on a pro rata basis) with such Excess Proceeds. The offer price for the Notes in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest, if any, to the date of purchase, and will be payable in cash and the redemption or purchase price for such Pari Passu Indebtedness shall be as set forth in the related documentation governing such Indebtedness. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuers may use such Excess Proceeds for general corporate purposes. If the aggregate

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principal amount of Notes and other Pari Passu Indebtedness tendered and into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

Certain Covenants

Restricted Payments

      The Issuers will not, and will not permit any of their respective Restricted Subsidiaries to, directly or indirectly:

      (1)     declare or pay any dividend or make any other payment or distribution on account of an Issuer’s or any of their respective Restricted Subsidiary’s Equity Interests (including, without limitation, any payment on such Equity Interests in connection with any merger or consolidation involving an Issuer) or to the direct or indirect holders of an Issuer’s or any of their respective Restricted Subsidiary’s Equity Interests in their capacity as such other than dividends or distributions payable in Qualified Equity Interests;

      (2)     purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving an Issuer) any Equity Interests of an Issuer or any direct or indirect parent of an Issuer;

      (3)     make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes or the Subsidiary Guarantees, except (i) payments of interest or principal at Stated Maturity thereof, (ii) payments of interest or principal on or in respect of Indebtedness owed to and held by an Issuer or any Restricted Subsidiary and (iii) payments, purchases, redemptions, defeasances or other acquisitions or retirements for value in anticipation of satisfying a scheduled maturity, sinking fund or amortization or other installment obligation or mandatory redemption, in each case, due within one year of the Stated Maturity thereof; or

      (4)     make any Restricted Investment

(all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as “Restricted Payments”); unless, at the time of and after giving effect to such Restricted Payment:

      (1)     no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof;

      (2)     the Issuers would, after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock”; and

      (3)     such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuers and their respective Restricted Subsidiaries after the Issue Date (excluding Restricted Payments permitted by clauses (2), (3), (4), (6), (7), (8), (9) and (10) of the next succeeding paragraph), is not greater than the sum, without duplication, of:

      (a)     50% of the combined Consolidated Net Income of the Issuers for the period (taken as one accounting period) from the beginning of the fiscal quarter in which the Issue Date occurs to the end of the Issuers’ most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

      (b)     100% of the aggregate net cash proceeds received by an Issuer as a contribution to such Issuer’s capital or received by an Issuer from the issue or sale since the Issue Date (other than to a Subsidiary of such Issuer) of Qualified Equity Interests or of Disqualified Stock or debt securities of such Issuer that have been converted into Qualified Equity Interests; plus

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      (c)     to the extent that any Restricted Investment that was made after the Issue Date is sold for cash or Cash Equivalents or otherwise liquidated or repaid for cash or Cash Equivalents or becomes an interest in a Restricted Subsidiary of an Issuer, the lesser of (i) the return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (ii) the initial amount of such Restricted Investment; plus

      (d)     if any Unrestricted Subsidiary (i) is redesignated as a Restricted Subsidiary, the fair market value of such redesignated Unrestricted Subsidiary (as certified to the Trustee in an Officers’ Certificate) as of the date of its redesignation or (ii) pays any cash dividends or cash distributions to an Issuer or any Restricted Subsidiary of an Issuer, 100% of any such cash dividends or cash distributions made after the Issue Date.

      The preceding provisions will not prohibit:

      (1)     the payment of any dividend within 60 days after the date of declaration thereof, if at such date of declaration such payment would have complied with the provisions of the Indenture;

      (2)     the redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness or Equity Interests of an Issuer or any Restricted Subsidiary of an Issuer in exchange for, or out of the net cash proceeds of the substantially concurrent sale or issuance (other than to a Subsidiary of such Issuer) of, Qualified Equity Interests; provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition shall be excluded from clause (3)(b) of the preceding paragraph;

      (3)     the defeasance, redemption, repurchase, repayment or other acquisition of subordinated Indebtedness of an Issuer or any Restricted Subsidiaries of an Issuer with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;

      (4)     the payment of any dividend (or in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary of an Issuer to the holders of its Equity Interests on a pro rata basis, taking into account the relative preferences, if any, of the various classes of equity interests in such Restricted Subsidiary;

      (5)     the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of an Issuer held by any current or former officer, director, consultant or employee of an Issuer or any Restricted Subsidiary of an Issuer (or any permitted transferees, assigns, estates or heirs of any of the foregoing); provided, however, the aggregate price paid by the Issuers and their respective Restricted Subsidiaries shall not exceed $5.0 million in any calendar year (excluding for purposes of calculating such amount the purchase price of Equity Interests repurchased, redeemed, acquired or retired with the proceeds from the repayment of loans by an Issuer or a Restricted Subsidiary of an Issuer made for the purpose of purchasing such Equity Interests), with unused amounts in any calendar year being carried over for one additional calendar year;

      (6)     the declaration and payment of dividends on Disqualified Stock in accordance with the certificate of designations therefor; provided that at the time of issuance of such Disqualified Stock, the Issuers would, after giving pro forma effect thereto as if such issuance had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock”;

      (7)     repurchases of Equity Interests deemed to occur upon the exercise of stock options to the extent that such Equity Interests represent a portion of the exercise price thereof;

      (8)     payments permitted under clauses (7), (8) and (9) under the caption “— Transactions with Affiliates”;

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      (9)     payments made to purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of an Issuer or any Restricted Subsidiary of an Issuer or any subordinated Indebtedness of an Issuer or a Guarantor (other than Equity Interests or subordinated Indebtedness issued to or at any time held by an Affiliate of any such Person), in each case, pursuant to provisions requiring such Person to offer to purchase, redeem, defease or otherwise acquire or retire for value such Equity Interests or subordinated Indebtedness upon the occurrence of a Change of Control or with the proceeds of Asset Sales as defined in the charter provisions, agreements or instruments governing such Equity Interests or subordinated Indebtedness; provided, however, that a Change of Control Offer or Asset Sale Offer, as applicable, has been made and the Issuer has purchased all Notes validly tendered in connection with that Change of Control Offer or Asset Sale Offer; and

      (10)     other Restricted Payments in an aggregate amount up to $20.0 million;

provided that, in the case of clause (5), (6), (9) or (10), no Default or Event of Default shall have occurred and be continuing or would occur as a consequence of the making of the Restricted Payment contemplated thereby.

      The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by such Issuers or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. Not later than the date of making any Restricted Payment, the Issuers shall deliver to the Trustee an Officers’ Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this “Restricted Payments” covenant were computed, together with a copy of any fairness opinion or appraisal required by the Indenture. The fair market value of any non-cash Restricted Payment shall be certified to the Trustee in such Officers’ Certificate. Such Officers’ Certificate must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if such fair market value exceeds $20.0 million.

Incurrence of Indebtedness and Issuance of Preferred Stock

      The Issuers will not, and will not permit any of their respective Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt) and the Issuers will not issue any Disqualified Stock and will not permit any of their respective Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Issuers or any of the Subsidiary Guarantors may incur Indebtedness (including Acquired Debt), the Issuers may issue Disqualified Stock and any of the Subsidiary Guarantors may issue preferred stock if the Fixed Charge Coverage Ratio for the Issuers’ most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or preferred stock had been issued, as the case may be, at the beginning of such four-quarter period.

      The first paragraph of this covenant will not prohibit the incurrence of any or the following items of Indebtedness (collectively, “Permitted Debt”):

      (1)     the incurrence by an Issuer or any Restricted Subsidiary of an Issuer of Indebtedness and reimbursement obligations in respect of letters of credit pursuant to the Senior Credit Facilities; provided that the aggregate amount of all Indebtedness then classified as having been incurred in reliance upon this clause (1) that remains outstanding under the Senior Credit Facilities after giving effect to such incurrence does not exceed an amount equal to $450.0 million less, to the extent a permanent repayment and/or commitment reduction is required thereunder as a result of such application, the aggregate amount of Net Proceeds applied to repayments under the Senior Credit Facilities in accordance with the covenant described under “— Repurchase at the Option of Holders — Asset Sales”;

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      (2)     the incurrence by an Issuer or any Restricted Subsidiary of an Issuer of Existing Indebtedness;

      (3)     the incurrence by the Issuers and the Subsidiary Guarantors of Indebtedness represented by the Notes originally issued on the Issue Date and the Subsidiary Guarantees, and the Exchange Securities to be issued pursuant to the Registration Rights Agreement in respect thereof;

      (4)     the incurrence by an Issuer or any Restricted Subsidiary of an Issuer of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used or useful in the business of an Issuer or such Restricted Subsidiary (whether through the direct purchase of assets or the Capital Stock of any Person owning such Assets) in an aggregate principal amount or accreted value, as applicable, not to exceed at any time outstanding the greater of $25.0 million and 2.5% of Total Assets at the time of any incurrence under this clause (4);

      (5)     the incurrence by an Issuer or any Restricted Subsidiary of an Issuer of Indebtedness in connection with the acquisition of assets or a new Restricted Subsidiary; provided that such Indebtedness was incurred by the prior owner of such assets or such Restricted Subsidiary prior to such acquisition by an Issuer or one of its Subsidiaries and was not incurred in connection with, or in contemplation of, such acquisition by an Issuer or a Subsidiary of an Issuer; provided further, that the principal amount (or accreted value, as applicable) of such Indebtedness, together with any other outstanding Indebtedness incurred pursuant to this clause (5), and Permitted Refinancing Indebtedness in respect thereof, does not exceed $25.0 million;

      (6)     the incurrence by an Issuer or any Restricted Subsidiary of an Issuer of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness incurred pursuant to the first paragraph of this “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant, clause (2) or (3) above or this clause (6);

      (7)     the incurrence by an Issuer or any Restricted Subsidiary of an Issuer of intercompany Indebtedness between or among an Issuer and another Issuer or between an Issuer and any Restricted Subsidiary of an Issuer; provided, however, that:

      (a)     if an Issuer or any Subsidiary Guarantor is the obligor on such Indebtedness and the payee is not the Issuer or a Subsidiary Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of an Issuer, or the Guarantee of such Subsidiary Guarantor, in the case of a Subsidiary Guarantor; and

      (b)     (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than an Issuer or a Restricted Subsidiary of an Issuer or (ii) any sale or other transfer of any such Indebtedness to a Person that is not either an Issuer or a Restricted Subsidiary of an Issuer shall be deemed, in each case, to constitute an incurrence of such Indebtedness by such Issuer or such Restricted Subsidiary, as the case may be, not permitted by this clause (7);

      (8)     the incurrence by an Issuer or any Restricted Subsidiary of an Issuer of Hedging Obligations incurred for the purpose of fixing or hedging interest rate risk with respect to any floating rate Indebtedness that is permitted by the terms of the Indenture to be outstanding;

      (9)     the Guarantee by an Issuer or a Subsidiary Guarantor of Indebtedness of an Issuer or a Subsidiary Guarantor that was permitted to be incurred by another provision of this covenant;

      (10)     the issuance by a Restricted Subsidiary of an Issuer to an Issuer or any Restricted Subsidiary that is a Wholly-Owned Subsidiary of an Issuer of preferred stock; provided that (a) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than an Issuer or a Subsidiary Guarantor and (b) any sale or other transfer of any such preferred stock to a Person that is neither an Issuer nor a Restricted Subsidiary of an Issuer shall be deemed, in

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each case, to constitute an issuance of such preferred stock by such Subsidiary Guarantor that is not permitted by this clause (10);

      (11)     the incurrence by an Issuer or any Restricted Subsidiary of an Issuer in respect of workers’ compensation claims, self-insurance obligations, indemnities, bankers’ acceptances, performance, completion and surety bonds or guarantees, and similar types of obligations in the ordinary course of business;

      (12)     Indebtedness arising from agreements of an Issuer or any Restricted Subsidiary of an Issuer providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, asset or Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition; provided that (a) such Indebtedness is not reflected on the balance sheet of an Issuer or any Restricted Subsidiary of an Issuer (contingent obligations referred to in a footnote or footnotes to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (a)) and (b) the maximum assumable liability in respect of such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any such subsequent changes in value) actually received by such Issuer and/or such Restricted Subsidiary in connection with such disposition;

      (13)     the incurrence by an Issuer or any Restricted Subsidiary of an Issuer of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five business days;

      (14)     Indebtedness of the type described in clause (6)(a) of the definition thereof together with contingent liabilities arising out of transactions contemplated thereby not to exceed $20.0 million at any one time outstanding; and

      (15)     the incurrence by an Issuer or any Restricted Subsidiary of an Issuer of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any other Indebtedness incurred pursuant to this clause (15), not to exceed $25.0 million.

      For purposes of determining compliance with this “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (15) above or is entitled to be incurred pursuant to the first paragraph of this covenant, the Issuers will be permitted to classify such item of Indebtedness in any manner that complies with this covenant (except that Indebtedness incurred under the Senior Credit Facilities on the Issue Date shall be deemed to have been incurred pursuant to clause (1) above). In addition, the Issuers may, at any time, change the classification of an item of Indebtedness (or any portion thereof) to any other clause or to the first paragraph hereof; provided that the Issuers would be permitted to incur such item of Indebtedness (or portion thereof) pursuant to such other clause or the first paragraph hereof, as the case may be, at such time of reclassification. The accrual of interest, the accrual of dividends, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock shall not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this covenant.

Liens

      Parent and the Issuers will not, and will not permit any Restricted Subsidiary of an Issuer to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind (other than

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Permitted Liens) securing Indebtedness that does not constitute Senior Debt upon any of their property or assets, now owned or hereafter acquired unless:

      (1)     in the case of Liens securing Indebtedness that is expressly subordinated or junior in right of payment to the Notes, the Notes are secured on a senior basis to the obligations so secured until such time as such obligations are no longer secured by a Lien; and

      (2)     in all other cases, the Notes are secured on an equal and ratable basis with the obligations so secured until such time as such obligations are no longer secured by a Lien.

Dividend and Other Payment Restrictions

      The Issuers will not, and will not permit the Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of an Issuer to:

      (1)     pay dividends or make any other distributions to an Issuer or any Restricted Subsidiary of an Issuer (i) on its Capital Stock or (ii) with respect to any other interest or participation in, or measured by, its profits;

      (2)     pay any Indebtedness owed to an Issuer or any Restricted Subsidiary of an Issuer;

      (3)     make loans or advances to an Issuer or any Restricted Subsidiary of an Issuer; or

      (4)     transfer any of its properties or assets to an Issuer or any Restricted Subsidiary of an Issuer.

      However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

      (1)     Existing Indebtedness as in effect on the Issue Date;

      (2)     the Senior Credit Facilities as in effect as of the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, of any thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not, taken as a whole, materially more restrictive with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness or Senior Credit Facilities as in effect on the Issue Date;

      (3)     the Indenture, the Notes, the Guarantees, the Exchange Securities or the Registration Rights Agreement;

      (4)     any applicable law, rule, regulation or order;

      (5)     any instrument or agreement of a Person acquired by an Issuer or any Restricted Subsidiary of an Issuer as in effect at the time of such acquisition (except to the extent incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the Indenture to be incurred;

      (6)     customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business;

      (7)     purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired of the nature described in clause (4) of the preceding paragraph;

      (8)     secured Indebtedness otherwise permitted under the Indenture, the terms of which limit the right of the debtor to dispose of the assets securing such Indebtedness;

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      (9)     Permitted Refinancing Indebtedness, provided that the material restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not, taken as a whole, materially more restrictive to the Holders of Notes than those contained in the agreements governing the Indebtedness being refinanced;

      (10)     any agreement for the sale or other disposition of a Restricted Subsidiary or an asset that restricts distributions by such Restricted Subsidiary or transfers such asset pending the sale or other disposition;

      (11)     provisions limiting the disposition, dividend or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock or equity sale agreements and other similar agreements, which limitation is applicable only to the assets or property that are the subject of such agreements; and

      (12)     restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Merger, Consolidation or Sale of Assets

      An Issuer may not: (1) consolidate or merge with or into another Person (whether or not such Issuer is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to another Person unless:

      (1)     either: (a) an Issuer is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than an Issuer) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation, limited liability company or limited partnership organized or existing under the laws of the United States, any State thereof or the District of Columbia;

      (2)     the entity or Person formed by or surviving any such consolidation or merger (if other than an Issuer) or the entity or Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the applicable Issuer under the Notes and the Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee;

      (3)     immediately after such transaction no Default or Event of Default exists; and

      (4)     (a) an Issuer or the entity or Person formed by or surviving any such consolidation or merger (if other than the Issuers), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made will, after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock” or (b) the Fixed Charge Coverage Ratio of an Issuer or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Issuer), or to which such sale, assignment, transfer, conveyance or other disposition has been made, after giving effect to the transaction and any related financings, would not be less than the Fixed Charge Coverage Ratio of such Issuer immediately prior to such transaction.

      The preceding clause (4) will not prohibit:

      (a)     a merger between an Issuer and a Restricted Subsidiary that is a Wholly Owned Subsidiary of such Issuer; or

      (b)     a merger between an Issuer and an Affiliate incorporated solely for the purpose of reincorporating an Issuer in another state of the United States;

so long as, in each case, the amount of Indebtedness of the Issuers and their respective Restricted Subsidiaries is not increased thereby.

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      The preceding paragraph will not prohibit the sale of EmCare HoldCo substantially in its entirety that otherwise complies with the other provisions of the Indenture including “— Asset Sales”; provided that (i) the proceeds of such transaction are contributed, transferred or otherwise applied for the benefit of AMR HoldCo to the extent required by the “— Asset Sales” covenant of the Indenture and (ii) such transaction does not constitute a sale, assignment, transfer, conveyance or other disposition of all or substantially all of the properties or assets of the Issuers and their subsidiaries taken as a whole.

      In addition, an Issuer may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. This “Merger, Consolidation or Sale of Assets” covenant will not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Issuers and any of their Restricted Subsidiaries that are Wholly Owned Subsidiaries.

Transactions with Affiliates

      An Issuer will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”), unless:

      (1)     such Affiliate Transaction is on terms that are not materially less favorable to such Issuer or such Restricted Subsidiary than those that would have been obtained in a comparable transaction by such Issuer or such Restricted Subsidiary with an unrelated Person; and

      (2)     the Parent delivers to the Trustee:

      (a)     with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors of Parent and an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1) above and that such Affiliate Transaction has been approved by a majority of the disinterested members of such Board of Directors; and

      (b)     with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $20.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

      The following items shall not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

      (1)     transactions between or among the Issuers and/or their Restricted Subsidiaries;

      (2)     Permitted Investments and Restricted Payments that are permitted by the provisions of the Indenture described above under the caption “— Restricted Payments”;

      (3)     reasonable loans, advances, fees, benefits and compensation paid or provided to, and indemnity provided on behalf of, officers, directors, employees or consultants of Parent, any Issuers or any Restricted Subsidiary of an Issuer;

      (4)     transactions pursuant to any contract or agreement in effect on the Issue Date as the same may be amended, modified or replaced from time to time so long as any such amendment, modification or replacement, taken as a whole, is no less favorable in any material respect to such Issuer or such Restricted Subsidiary than the contract or agreement as in effect on the Issue Date;

      (5)     transactions with a Person (other than an Unrestricted Subsidiary of an Issuer) that is an Affiliate of an Issuer solely because such Issuer owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person, so long as Affiliates of such Issuer (other than a Restricted

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Subsidiary of such Issuer) own, in the aggregate, no more than 10% of the Equity Interests of such Person;

      (6)     the issuance or sale of Qualified Equity Interests (and the exercise of any warrants, options or other rights to acquire Qualified Equity Interests);

      (7)     to the extent that an Issuer and one or more of its Restricted Subsidiaries are members of a consolidated, combined or similar income tax group of which a direct or indirect parent of such Issuer is the common parent, payment of dividends or other distributions by such Issuer or one or more of its Restricted Subsidiaries pursuant to a tax sharing agreement or otherwise to the extent necessary to pay, and which are used to pay, any income taxes of such tax group that are attributable to such Issuer and/or its Restricted Subsidiaries and are not payable directly by such Issuer and/or its Restricted Subsidiaries; provided that the amount of any such dividends or distributions (plus any such taxes payable directly by such Issuer and/or its Restricted Subsidiaries) shall not exceed the amount of such taxes that would have been payable directly by such Issuer and/or its Restricted Subsidiaries had such Issuer been the U.S. common parent of a separate tax group that included only such Issuer and its Restricted Subsidiaries;

      (8)     (a) the payment of fees to Sponsor pursuant to the Management Agreement not to exceed $2.0 million (plus any amounts accrued pursuant to the following proviso) in any fiscal year of the Issuers; provided that such payments may accrue but may not be paid during the existence of an Event of Default arising from clause (1), (2) or (9) of the provisions described under the caption “Events of Default and Remedies,” and (b) payments by an Issuer to or on behalf of Parent in an amount sufficient to pay out-of-pocket legal, accounting and filing and other general corporate overhead costs of Parent, and franchise taxes and other fees require to maintain its existence, actually incurred by Parent;

      (9)     reimbursements of bona fide out-of-pocket expenses of Sponsor incurred in connection with the general administration and management of Parent, the Issuers and any Restricted Subsidiaries of an Issuer;

      (10)     Restricted Payments that are permitted to be made under the covenant described above under the caption “— Restricted Payments”;

      (11)     loans or advances to employees of an Issuer or any Restricted Subsidiary of an Issuer (x) in the ordinary course of business or (y) in connection with the purchase by such Persons of Equity Interests of Parent or any other direct or indirect parent of an Issuer so long as the cash proceeds of such purchase received by Parent (or such direct or indirect parent) are contemporaneously contributed to the common equity capital of an Issuer;

      (12)     management, practice support and similar agreements with Related Professional Corporations entered into in the ordinary course of business and transactions pursuant thereto;

      (13)     transactions and any series of transactions with an Insurance Subsidiary that is an Unrestricted Subsidiary in the ordinary course of business that otherwise have been approved by the Board of Directors of Parent and are consistent with clause (1) of the preceding paragraph; and

      (14)     transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture that are on terms no less favorable than those that would have been obtained in a comparable transaction with an unrelated party or on terms that are approved by the Board of Directors of Parent, including a majority of the disinterested directors.

Designation of Restricted and Unrestricted Subsidiaries

      The Board of Directors of Parent may designate any Restricted Subsidiary of an Issuer to be an Unrestricted Subsidiary if that designation would not cause a Default and the conditions set forth in the definition of “Unrestricted Subsidiary” are met. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, all outstanding Investments owned by an Issuer and its Restricted Subsidiaries (except to the

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extent repaid in cash or Cash Equivalents) in the Subsidiary so designated will be deemed to be Restricted Payments at the time of such designation (to the extent not designated a Permitted Investment) and will reduce the amount available for Restricted Payments under the first paragraph of the covenant described above under the caption “— Restricted Payments.” All such outstanding Investments will be valued at their fair market value at the time of such designation, as certified to the Trustee in an Officers’ Certificate. That designation will only be permitted if such Restricted Payment would be permitted at that time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

Anti-layering

      Parent and the Issuers will not, and will not permit the Issuers’ Restricted Subsidiaries to, incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is both:

      (1)     subordinate or junior in right of payment to any Senior Debt; and

      (2)     senior in any respect in right of payment to the Notes or any Guarantee.

      Neither the existence nor lack of a security interest nor the priority of any such security interest shall be deemed to affect the ranking or right of payment of any Indebtedness.

Limitations on Issuances of Guarantees of Indebtedness

      The Issuers will not permit any Domestic Restricted Subsidiary, directly or indirectly, to incur Indebtedness, or Guarantee or pledge any assets to secure the payment of any other Indebtedness of the Issuers or any Restricted Subsidiary, unless (1) such Indebtedness is incurred by such Restricted Subsidiary pursuant to clause (2), (4), (5), (6) (with respect to Permitted Refinancing Indebtedness in respect of Indebtedness initially incurred under clause (2) or (5) only), (7), (10), (11), (12), (13), (14) or (15) of the “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant or pursuant to clause (9) of such covenant (with respect to Indebtedness incurred under any of the foregoing clauses), (2) such Restricted Subsidiary is a Subsidiary Guarantor, or (3) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to the Indenture and becomes a Subsidiary Guarantor, which Guarantee shall (a) with respect to any Guarantee of Senior Debt, be subordinated in right of payment on the same terms as the Notes are subordinated to such Senior Debt and (b) with respect to any Guarantee of any other Indebtedness, be senior to or pari passu with such Restricted Subsidiary’s other Indebtedness or Guarantee of or pledge to secure such other Indebtedness.

      Notwithstanding the preceding paragraph, any such Guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged upon any sale, exchange or transfer, to any Person not an Affiliate of the Issuers, of all of the Issuers’ stock in, or all or substantially all the assets of, such Restricted Subsidiary, which sale, exchange or transfer is made in compliance with the applicable provisions of the Indenture.

Business Activities

      The Issuers will not, and will not permit any Restricted Subsidiary to, engage in any business other than a Permitted Business, except to such extent as would not be material to the Issuers and their Restricted Subsidiaries taken as a whole.

      Parent will not engage in any business other than (i) performing its obligations and other activities incidental thereto under the Senior Credit Facilities, the Parent Guarantee, the Indenture and the purchase agreements and the other instruments, agreements and documents entered into by the Parent in connection with the Transactions, (ii) issuing Equity Interests and making dividends and distributions with respect thereto, (iii) its ownership of Equity Interests of the Issuers and (iv) providing credit support to the Issuers and their respective Restricted Subsidiaries.

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Reports

      So long as any Notes are outstanding, the Issuers will furnish to the Holders or cause the Trustee to furnish to the Holders, in each case within the time periods that such information would have otherwise been required to have been provided to the SEC if the rules and regulations applicable to the filing of such information were applicable to the Issuers:

      (1)     all quarterly and annual information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Issuers were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Issuers’ certified independent accountants; and

      (2)     all current reports that would be required to be filed with the SEC on Form 8-K if the Issuers were required to file such reports.

      The availability of the foregoing materials on the SEC’s EDGAR service shall be deemed to satisfy the Issuers’ delivery obligation. To the extent permitted by the Exchange Act and the rules and regulations promulgated thereunder assuming the Issuers and Parent were subject thereto, Parent or the Issuers may satisfy the Issuers’ obligations under this “— Reports” covenant by filing all or any portion of the foregoing reports (including, but not limited to, any financial statements contained therein) on a consolidated basis as among Parent, the Issuers and the Issuers’ several Subsidiaries.

      Prior to the consummation of the exchange offer or registration of the Notes contemplated by the Registration Rights Agreement and at any time during which the SEC will not accept filing of the foregoing reports for inclusion in the EDGAR system, the posting of the foregoing reports on the Issuers’ web sites shall be deemed to satisfy the Issuers’ delivery obligation; provided that the Issuers’ shall use reasonable efforts to inform holders of Notes of the availability of such reports, which may be satisfied by, among other things, a press release on any national business press release wire service.

      Following the consummation of the exchange offer or registration of the Notes contemplated by the Registration Rights Agreement, whether or not required by the SEC, the Issuers will file a copy of all the information and reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, the Issuers have agreed that, for so long as any Notes remain outstanding, they will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d) (4) under the Securities Act. The Issuers will at all times comply with Trust Indenture Act Section 314(a).

Events of Default and Remedies

      Each of the following is an Event of Default:

      (1)     default for 30 days in the payment when due of interest on the Notes whether or not prohibited by the subordination provisions of the Indenture;

      (2)     default in payment when due of the principal of or premium, if any, on the Notes, whether or not prohibited by the subordination provisions of the Indenture;

      (3)     failure by the Issuers to comply with the provisions described under the caption “— Repurchase at the Option of Holders — Change of Control” or “— Merger, Consolidation or Sale of Assets”;

      (4)     failure by the Issuers for 30 days after notice from the Trustee or holders of at least 25% in principal amount of the Notes then outstanding to comply with the provisions described under the captions “— Repurchase at the Option of Holders — Asset Sales,” “— Restricted Payments” or “— Incurrence of Indebtedness and Issuance of Preferred Stock”;

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      (5)     failure by the Issuers for 60 days after notice from the Trustee or holders of at least 25% in principal amount of the Notes then outstanding voting as a single class to comply with any of its other agreements in the Indenture or the Notes;

      (6)     default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by an Issuer or any Restricted Subsidiary of an Issuer (or the payment of which is guaranteed by the Parent, an Issuer or any Restricted Subsidiary of an Issuer) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default:

      (a)     is caused by a failure to pay principal of or premium, if any, such Indebtedness at stated final maturity prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or

      (b)     results in the acceleration of such Indebtedness prior to its stated final maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million or more;

      (7)     failure by an Issuer or any Subsidiary of an Issuer to pay final non-appealable judgments not covered by undisputed insurance aggregating in excess of $25.0 million in excess of amounts that are covered by insurance, which judgments are not paid, discharged or stayed for a period of 60 days;

      (8)     except as permitted by the Indenture, any Guarantee provided by Parent or a Significant Subsidiary shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or Parent or any Guarantor that is a Significant Subsidiary of an Issuer or any Person acting on behalf of Parent or any Guarantor that is a Significant Subsidiary of an Issuer, shall deny or disaffirm its obligations under its Guarantee; and

      (9)     certain events of bankruptcy or insolvency with respect to Parent, an Issuer or any Restricted Subsidiary of an Issuer that is a Significant Subsidiary of Parent.

      In the event of a declaration of acceleration of the Notes because an Event of Default has occurred and is continuing as a result of the acceleration of any Indebtedness described in clause (6) of the preceding paragraph, the declaration of acceleration of the Notes shall be automatically annulled if the holders of any Indebtedness described in clause (6) of the preceding paragraph have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of the date of such declaration and if:

      (1)     the annulment of the acceleration of Notes would not conflict with any judgment or decree of a court of competent jurisdiction; and

      (2)     all existing Events of Default, except nonpayment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

      If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately; provided that so long as any Indebtedness permitted to be incurred pursuant to the Senior Credit Facilities shall be outstanding, such acceleration shall not be effective until the earlier of:

      (1)     an acceleration of any such indebtedness under the Senior Credit Facilities; or

      (2)     five business days after receipt by the Issuers of written notice of such acceleration.

      Notwithstanding the preceding paragraph, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to an Issuer or a Significant Subsidiary thereof, all outstanding Notes will become due and payable without further action or notice.

      Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes

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notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest.

      The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes.

      The Issuers will be required to deliver to the Trustee annually a statement regarding compliance with the Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

      No director, officer, employee, incorporator or stockholder of the Issuers, or any Guarantor, as such, shall have any liability for any obligations of the Issuers, Parent or the Guarantors under the Notes, the Indenture, the Parent Guarantee, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Satisfaction and Discharge

      The Indenture will be discharged and will cease to be of further effect (except as to rights of the registration of transfer or exchange of Notes, which shall survive until all Notes have been canceled) as to all Notes issued thereunder, when:

      (1)     either:

      (a)     all Notes that have been authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuers) have been delivered to the Trustee for cancellation; or

      (b)     all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise or will become due and payable within one year and an Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and additional interest, if any, and accrued interest to the date of maturity or redemption;

      (2)     no Default or Event of Default (other than one resulting solely from the borrowing of funds to provide such deposit) shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which an Issuer or any Guarantor is a party or by which an Issuer or any Guarantor is bound;

      (3)     an Issuer or any Guarantor has paid or caused to be paid all sums payable by it under the Indenture; and

      (4)     the Issuers have delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

      In addition, the Issuers must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

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Legal Defeasance and Covenant Defeasance

      The Issuers may, at their option and at any time, elect to have all of their obligations discharged with respect to the outstanding Notes and all obligations of the Guarantors discharged with respect to their Subsidiary Guarantees (“Legal Defeasance”) except for:

      (1)     the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due from the trust referred to below;

      (2)     the Issuers’ obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

      (3)     the rights, powers, trusts, duties and immunities of the Trustee, and the Issuers’ obligations in connection therewith; and

      (4)     the Legal Defeasance provisions of the Indenture.

      In addition, the Issuers may, at their option and at any time, elect to have the obligations of Parent, the Issuers and the Guarantors released with respect to certain covenants that are described in the Indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants shall not constitute a Default or Event of Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under the caption “Events of Default and Remedies” will no longer constitute an Event of Default with respect to the Notes.

      In order to exercise either Legal Defeasance or Covenant Defeasance:

      (1)     the Issuers must irrevocably deposit or cause to be deposited with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, in the opinion of an investment bank, appraisal firm, or firm of independent public accountants nationally recognized in the United States, to pay the principal of, premium, if any, and interest on the outstanding Notes on the stated maturity or on the applicable redemption date, as the case may be, and the Issuers must specify whether the Notes are being defeased to maturity or to a particular redemption date;

      (2)     in the case of Legal Defeasance, the Issuers shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that (a) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

      (3)     in the case of Covenant Defeasance, the Issuers shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

      (4)     no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);

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      (5)     such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement (including the Senior Credit Facilities) or instrument (other than the Indenture) to which an Issuer or any Subsidiary of an Issuer is a party or by which an Issuer or any Subsidiary of an Issuer is bound;

      (6)     the Issuers must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes over the other creditors of the Issuers or others; and

      (7)     the Issuers must deliver to the Trustee an Officers’ Certificate and an opinion of counsel, which opinion may be subject to customary assumptions and exclusions, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

      With the consent of the Holders of not less than a majority in principal amount of the Notes at the time outstanding, the Issuers and the Trustee are permitted to amend or supplement the Indenture or any supplemental indenture or modify the rights of the Holders; provided that without the consent of each Holder affected, no amendment, supplement, modification or waiver may (with respect to any Notes held by a non-consenting Holder):

      (1)     reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

      (2)     reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (other than provisions relating to the covenants described above under the caption “— Repurchase at the Option of Holders”);

      (3)     reduce the rate of or change the time for payment of interest on any Note;

      (4)     waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration);

      (5)     make any Note payable in money other than that stated in the Notes;

      (6)     make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or premium, if any, or interest on the Notes;

      (7)     waive a redemption payment with respect to any Note (other than a payment required by one of the covenants described above under the caption “— Repurchase at the Option of Holders”);

      (8)     modify or change any provision of the Indenture or the related definitions affecting the subordination of the Notes or any Guarantee in a manner that materially adversely affects the Holders of Notes;

      (9)     make any change in the preceding amendment and waiver provisions; or

      (10)     release any Guarantor from any of its obligations under its guarantee of the Notes or the Indenture, except in accordance with the terms of the Indenture.

      No amendment of, or supplement or waiver to, the Indenture shall adversely affect the rights of any holder of Senior Debt under the subordination provisions of the Indenture, without the consent of such holder or, in accordance with the terms of such Senior Debt, the consent of the agent or representative of such holder or the requisite holders of such Senior Debt or Designated Senior Debt.

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      Notwithstanding the preceding, without the consent of any Holder of Notes, the Issuers and the Trustee may amend or supplement the Indenture or the Notes:

      (1)     to cure any ambiguity, defect or inconsistency;

      (2)     to provide for uncertificated Notes in addition to or in place of certificated Notes;

      (3)     to provide for the assumption of the Issuers’ obligations to Holders of Notes in the case of a merger or consolidation or the sale of all or substantially all of the Issuers’ assets;

      (4)     to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not materially adversely affect the legal rights under the Indenture of any such Holder;

      (5)     to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

      (6)     to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture;

      (7)     to allow any Subsidiary to guarantee the Notes; or

      (8)     to evidence and provide for the acceptance of appointment under the Indenture by a successor Trustee.

Concerning the Trustee

      If the Trustee becomes a creditor of an Issuer or any Guarantor, the Indenture limits the Trustee’s right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

      The Holders of a majority in principal amount of the then outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default shall occur and be continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of Notes, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Book-Entry, Delivery and Form

      The exchange notes will be represented by one or more notes in registered, global form without interest coupons (collectively, the “Global Notes”). The Global Notes will be deposited upon issuance with the trustee as custodian for The Depository Trust Company (“DTC”), in New York, New York, and registered in the name of DTC or its nominee, in each case, for credit to an account of a direct or indirect participant in DTC as described below, including the Euroclear System (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”).

      Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for definitive notes in registered certificated form (“Certificated Notes”) except in the limited circumstances described below. See “—Exchange of Global Notes for Certificated Notes.” Except in the limited circumstances described below, owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of notes in certificated form.

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Depository Procedures

      The following description of the operations and procedures of DTC, Euroclear and Clearstream are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. The Issuers take no responsibility for these operations and procedures and urge investors to contact the system or their participants directly to discuss these matters.

      DTC has advised the Issuers that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the “Participants”) and to facilitate the clearance and settlement of transactions in those securities between the Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the initial purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the “Indirect Participants”). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

      DTC has also advised the Issuers that, pursuant to procedures established by it:

      (1) upon deposit of the Global Notes, DTC will credit the accounts of the Participants designated by the initial purchasers with portions of the principal amount of the Global Notes; and

      (2) ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Notes).

      Investors in the Global Notes who are Participants may hold their interests therein directly through DTC. Investors in the Global Notes who are not Participants may hold their interests therein indirectly through organizations (including Euroclear and Clearstream) which are Participants. All interests in a Global Note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems. The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such Persons will be limited to that extent. Because DTC can act only on behalf of the Participants, which in turn act on behalf of the Indirect Participants, the ability of a Person having beneficial interests in a Global Note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

      Except as described below, owners of interests in the Global Notes will not have notes registered in their names, will not receive physical delivery of notes in certificated form and will not be considered the registered owners or “holders” thereof under the Indenture for any purpose.

      Payments in respect of the principal of, and interest and premium, if any, and Liquidated Damages, if any, on, a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the Indenture. Under the terms of the Indenture, the Issuers and the Trustee will treat the Persons in whose names the notes, including the Global Notes, are registered as the owners of the notes for the purpose of receiving payments and for all other purposes. Consequently, neither the Issuers, the Trustee nor any agent of the Issuers or the Trustee has or will have any responsibility or liability for:

      (1) any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining,

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supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the Global Notes; or

      (2) any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

      DTC has advised the Issuers that its current practice, upon receipt of any payment in respect of securities such as the notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe that it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the trustee or the Issuers. Neither the Issuers nor the Trustee will be liable for any delay by DTC or any of the Participants or the Indirect Participants in identifying the beneficial owners of the notes, and the Issuers and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

      Transfers between the Participants will be effected in accordance with DTC’s procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

      Cross-market transfers between the Participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by their respective depositories; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depository to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

      DTC has advised the Issuers that it will take any action permitted to be taken by a holder of notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the notes, DTC reserves the right to exchange the Global Notes for legended notes in certificated form, and to distribute such notes to its Participants.

      Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. None of the Issuers, the Trustee and any of their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

      A Global Note is exchangeable for Certificated Notes if:

      (1) DTC (a) notifies the Issuers that it is unwilling or unable to continue as depository for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, the Issuers fail to appoint a successor depository;

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      (2) the Issuers, at their option, notify the Trustee in writing that they elect to cause the issuance of the Certificated Notes; or

      (3) there has occurred and is continuing an Event of Default with respect to the notes.

      In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the Trustee by or on behalf of DTC in accordance with the Indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depository (in accordance with its customary procedures) and will bear the applicable restrictive legend unless that legend is not required by applicable law.

Exchange of Certificated Notes for Global Notes

      Certificated Notes may not be exchanged for beneficial interests in any Global Note unless the transferor first delivers to the Trustee a written certificate (in the form provided in the Indenture) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such notes.

Same Day Settlement and Payment

      The Issuers will make payments in respect of the notes represented by the Global Notes (including principal, premium, if any, interest and Liquidated Damages, if any) by wire transfer of immediately available funds to the accounts specified by DTC or its nominee. The Issuers will make all payments of principal, interest and premium, if any, and Liquidated Damages, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the holders of the Certificated Notes or, if no such account is specified, by mailing a check to each such holder’s registered address. The Issuers expect that secondary trading in any Certificated Notes will also be settled in immediately available funds.

      Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a Participant will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised the Issuers that cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a Participant will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC’s settlement date.

Registration Rights; Liquidated Damages

      On February 10, 2005, the Issuers, the guarantors and the initial purchasers entered into the Registration Rights Agreement, a copy of which is incorporated by reference as an exhibit to the registration statement of which this prospectus forms a part. Acceptance of the exchange offer either by execution of the letter of transmittal in connection with the exchange offer or by transmittal of acceptance to The Depository Trust Company through the Automated Tender Offer Program procedures will be deemed to constitute each new noteholder’s signature to the Registration Rights Agreement. Pursuant to the Registration Rights Agreement, the Issuers agreed to file with the SEC the registered exchange offer registration statement on the appropriate form under the Securities Act with respect to the registered exchange notes. Upon the effectiveness of the registered exchange offer registration statement, the Issuers will offer to the holders of Transfer Restricted Securities pursuant to the registered exchange offer who are able to make certain representations the opportunity to exchange their Transfer Restricted Securities for registered exchange notes.

      If:

      (i) the Issuers are not required to file the registered exchange offer registration statement or permitted to consummate the registered exchange offer because the registered exchange offer is not permitted by applicable law or SEC policy; or

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      (ii) any holder of Transfer Restricted Securities notifies the Issuers prior to the 20th day following consummation of the registered exchange offer that

      (A) it is prohibited by law or SEC policy from participating in the registered exchange offer, or

      (B) that it may not resell the registered exchange notes acquired by it in the registered exchange offer to the public without delivering this prospectus and this prospectus is not appropriate or available for such resales, or

      (C) that it is a broker-dealer and owns notes acquired directly from the Issuers or one of their affiliates,

the Issuers will file with the SEC a shelf registration statement to cover resales of the notes by the holders thereof who satisfy certain conditions relating to the provision of information in connection with the shelf registration statement. The Issuers will use their commercially reasonable efforts to cause the applicable registration statement to be declared effective as promptly as possible by the SEC.

      For purposes of the preceding, “Transfer Restricted Securities” means each outstanding note until (i) the date on which such outstanding note has been exchanged by a person other than a broker-dealer for a registered exchange note in the registered exchange offer, (ii) following the exchange by a broker-dealer in the registered exchange offer of an outstanding note for a registered exchange note, the date on which such registered exchange note is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of this prospectus, (iii) the date on which such outstanding note has been effectively registered under the Securities Act and disposed of in accordance with the shelf registration statement or (iv) the date on which such note is distributed to the public pursuant to Rule 144 under the Securities Act.

      The Registration Rights Agreement provides that (i) the Issuers will file a registered exchange offer registration statement with the SEC on or prior to 240 days after the closing date of the initial offering, (ii) the Issuers will use their commercially reasonable efforts to cause the registered exchange offer registration statement to be declared effective by the SEC on or prior to 300 days after the closing date of the initial offering, (iii) unless the registered exchange offer would not be permitted by applicable law or SEC policy, the Issuers will commence the registered exchange offer and use their commercially reasonable efforts to issue on or prior to 30 business days after the date on which the registered exchange offer registration statement was declared effective by the SEC, registered exchange notes in exchange for all outstanding notes tendered prior thereto in the registered exchange offer and (iv) if obligated to file the shelf registration statement, the Issuers will use their commercially reasonable efforts to file the shelf registration statement with the SEC on or prior to 30 days after such filing obligation arises (and any event within 300 days of the closing date of the initial offering) (the “Shelf Filing Deadline”) and to cause the shelf registration statement to be declared effective by the SEC on or prior to the 30th day after the Shelf Filing Deadline.

      If:

      (a) the Issuers fail to file any of the Registration Statements required by the Registration Rights Agreement on or before the date specified for such filing,

      (b) any of such Registration Statements is not declared effective by the SEC on or prior to the date specified for such effectiveness (the “Effectiveness Target Date”), or

      (c) the Issuers fail to consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Registered Exchange Offer Registration Statement, or

      (d) the shelf registration statement or the registered exchange offer registration statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in the Registration Rights Agreement (each such event referred to in clauses (a) through (d) above a “Registration Default”),

then the Issuers will pay Liquidated Damages to each holder of outstanding notes, with respect to the first 90-day period immediately following the occurrence of the first Registration Default, in an amount equal to

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$.05 per week per $1,000 principal amount of outstanding notes held by such holder. The amount of the Liquidated Damages will increase by an additional $.05 per week per $1,000 principal amount of outstanding notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages of $.30 per week per $1,000 principal amount of outstanding notes. All accrued Liquidated Damages will be paid by the Issuers on each Damages Payment Date to the Global Note holder by wire transfer of immediately available funds or by federal funds check and to the holders of certificated outstanding notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. Following the cure of all Registration Defaults, the accrual of Liquidated Damages will cease.

      Holders of outstanding notes will be required to make certain representations to the Issuers (as described in the Registration Rights Agreement) in order to participate in the registered exchange offer and will be required to deliver certain information to be used in connection with the shelf registration statement and to provide comments on the shelf registration statement within the time periods set forth in the Registration Rights Agreement in order to have their outstanding notes included in the shelf registration statement and benefit from the provisions regarding Liquidated Damages set forth above.

Certain Definitions

      Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

      “Acquired Debt” means, with respect to any specified Person:

      (1)     Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of such specified Person; and

      (2)     Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

      “Administrative Agent” means Bank of America, N.A., in its capacity as Administrative Agent for the lenders party to the Senior Credit Facilities, or any successor thereto or any person otherwise appointed.

      “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that for the purposes of the “— Transactions with Affiliates” and “— Limitation on Issuances of Guarantees of Indebtedness” covenants only, beneficial ownership of 10% or more of the Voting Stock in a Person shall be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” shall have correlative meanings.

      “Asset Sale” means:

      (1)     the sale, lease, conveyance or other disposition (a “Disposition”) of any assets or rights (including, without limitation, by way of a sale and leaseback) (provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Issuers and their Restricted Subsidiaries taken as a whole will be governed by the provisions of the Indenture described above under the caption “— Repurchase at the Option of Holders — Change of Control” and/or the provisions described above under the caption “— Merger, Consolidation or Sale of Assets” and not by the provisions of the Asset Sale covenant); and

      (2)     the issue or sale by an Issuer or any Restricted Subsidiary of an Issuer of Equity Interests of any of such Issuer’s Restricted Subsidiaries;

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in the case of either clause (1) or (2), whether in a single transaction or a series of related transactions:

      (a)     that have a fair market value in excess of $2.0 million; or

      (b)     for net proceeds in excess of $2.0 million;

provided that the sale of EmCare HoldCo substantially in its entirety shall be deemed to be an Asset Sale by AMR HoldCo.

      Notwithstanding the preceding, the following items shall not be deemed to be Asset Sales:

      (1)     a disposition of assets by an Issuer to an Issuer or a Restricted Subsidiary of an Issuer or by a Restricted Subsidiary of an Issuer to an Issuer or to any other Restricted Subsidiary of an Issuer;

      (2)     an issuance of Equity Interests by a Restricted Subsidiary of an Issuer to an Issuer or to another Restricted Subsidiary of such Issuer;

      (3)     the issuance of Equity Interests by a Restricted Subsidiary of an Issuer in which the percentage interest (direct and indirect) in the Equity Interests of such Person owned by the Issuers, after giving effect to such issuance, is at least equal to their percentage interest prior to such issuance;

      (4)     a Restricted Payment that is permitted by the covenant described above under the caption “— Restricted Payments”;

      (5)     a disposition in the ordinary course of business;

      (6)     any Liens permitted by the Indenture and foreclosures thereon;

      (7)     any exchange of property pursuant to Section 1031 on the Internal Revenue Code of 1986, as amended, for use in a Permitted Business;

      (8)     the license or sublicense of intellectual property or other general intangibles;

      (9)     the lease or sublease of property in the ordinary course of business so long as the same does not materially interfere with the business of the Issuers and their Restricted Subsidiaries taken as a whole; and

      (10)     the sale or other disposition of cash or Cash Equivalents.

      “Attributable Debt” in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value of the total obligations of the lessee for net rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction. For purposes hereof such present value shall be calculated using a discount rate equal to the rate of interest implicit in such Sale and Leaseback Transaction, determined by lessee in good faith on a basis consistent with comparable determinations of Capital Lease Obligations under GAAP.

      “Board of Directors” means (1) with respect to a Person that is a corporation or limited liability company, the board of directors, board of managers or equivalent governing board of such Person or any duly authorized committee thereof, (2) with respect to a Person that is a limited partnership, the board of directors, board of managers or equivalent governing board of such Person’s general partner, and (3) with respect to any other Person, the governing body of such Person most closely approximating the governing bodies contemplated in the preceding clauses (1) and (2).

      “Board Resolution” means a copy of a resolution certified by the secretary or an assistant secretary of any Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the trustee.

      “Capital Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized on a balance sheet in accordance with GAAP.

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      “Capital Stock” means:

      (1)     in the case of a corporation, corporate stock;

      (2)     in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

      (3)     in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

      (4)     any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

      “Cash Equivalents” means:

      (1)     United States dollars;

      (2)     Government Securities having maturities of not more than twelve months from the date of acquisition;

      (3)     time deposit accounts, term deposit accounts, money market deposit accounts, time deposits, bankers’ acceptances, certificates of deposit and eurodollar time deposits with maturities of twelve months or less from the date of acquisition, bankers’ acceptances with maturities of twelve months or less from the date of acquisition, overnight bank deposits, and demand deposit accounts in each case with any lender party to the Senior Credit Facilities or with any domestic commercial bank having capital and surplus in excess of $500 million and a Thompson Bank Watch Rating of “B” or better;

      (4)     repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

      (5)     commercial paper having the rating of “P-2” (or higher) from Moody’s Investors Service, Inc. or “A-2” (or higher) from Standard & Poor’s Corporation and in each case maturing within twelve months after the date of acquisition; and

      (6)     any fund investing substantially all its assets in investments that constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition.

      “Change of Control” means the occurrence of any of the following:

      (1)     the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Issuers and their Subsidiaries taken as a whole to any “person” (as such term is used in Section 13(d)(3) of the Exchange Act) other than the Sponsor or a Related Party of the Sponsor;

      (2)     the adoption of a plan relating to the liquidation or dissolution of the Issuers;

      (3)     prior to the first Public Equity Offering that results in a Public Market, the Sponsor and its Related Parties cease to be the “beneficial owners” (as defined in Rule 13d-3 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all shares that any such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of a majority of the total voting power of the Voting Stock of Parent, whether as a result of the issuance of securities of Parent, any merger, consolidation, liquidation or dissolution of Parent, any direct or indirect transfer of securities by the Sponsor and its Related Parties or otherwise;

      (4)     on or after the first Public Equity Offering that results in a Public Market, if any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act or any successor provisions to either of the foregoing), including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act, other than the Sponsor and its Related Parties, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all

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shares that any such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 35.0% or more of the total voting power of the Voting Stock of Parent; provided, however, that the Sponsor and its Related Parties are the “beneficial owners” (as defined in Rule 13d-3 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all shares that any such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, in the aggregate of a lesser percentage of the total voting power of the Voting Stock of Parent than such other Person or group;

      (5)     the first day on which a majority of the members of the Board of Directors of Parent are not Continuing Directors of Parent;

      (6)     Parent ceases to own all of the outstanding Capital Stock of each of the Issuers (other than Disqualified Stock properly incurred under the “— Limitation on Indebtedness and Issuance of Preferred Stock” covenant) other than as a consequence of a sale of all of Capital Stock of EmCare HoldCo in a transaction that otherwise complies with the other provisions of the Indenture including “— Asset Sales”; provided that such transaction does not constitute a transaction of the type described in clause (1) of this definition; or

      (7)     (a) the consolidation or merger of Parent or an Issuer with or into another portfolio operating company of Sponsor (whether or not Parent or such Issuer is the surviving corporation) (other than a transaction that would not constitute a Change of Control under clause (6) above), (b) the sale, assignment, transfer, conveyance or other disposition of all or substantially all of the assets of Parent or an Issuer to another portfolio operating company of Sponsor or (c) the sale, assignment, transfer, conveyance or other disposition of all or substantially all of the assets or a majority of the Voting Stock of a portfolio operating company of Sponsor to Parent, an Issuer or a Restricted Subsidiary of an Issuer, in each of the foregoing clauses (a), (b) and (c), pursuant to a transaction in which the fair market value of the portfolio operating company exceeds the combined fair market value at such time of the Issuers, each as certified to the Trustee in an Officers’ Certificate based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing.

      “Consolidated Cash Flow” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period, plus (minus) to the extent deducted (added) in computing such Consolidated Net Income:

      (1)     provision for taxes based on income or profits of such Person and its Subsidiaries for such period; plus (minus)

      (2)     consolidated interest expense of such Person and its Subsidiaries for such period, whether paid or accrued and whether or not capitalized (including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net payments, if any, pursuant to Hedging Obligations); plus (minus)

      (3)     depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash charges (excluding any such non-cash charge to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Subsidiaries for such period; plus (minus)

      (4)     expenses and charges of the Issuers related to the Transactions which are paid, taken or otherwise accounted for within one year of the consummation of the Transactions; plus (minus)

      (5)     any non-capitalized transaction costs incurred in connection with actual or proposed financings, acquisitions or divestitures (including, but not limited to, financing and refinancing fees and costs incurred in connection with the Transactions); plus (minus)

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      (6)     amounts paid pursuant to the Management Agreement; plus (minus)

      (7)     non-recurring, extraordinary or unusual non-operating charges or gains (excluding any write-offs of accounts receivable presented on the November 30, 2004 combined balance sheet of the Issuers included in this offering memorandum); plus (minus)

      (8)     Minority Interest with respect to any Restricted Subsidiary of an Issuer; plus

      (9)     all lease payments in respect of operating leases arising out of Sale and Leaseback Transactions with respect to which and to the extent that an Issuer or any Restricted Subsidiary was deemed to have incurred Attributable Debt.

      Notwithstanding the preceding, the provision for taxes on the income or profits of, and the depreciation and amortization and other non-cash charges of, a Subsidiary of the referent Person shall be added to Consolidated Net Income to compute Consolidated Cash Flow only to the extent (and in the same proportion) that Net Income of such Subsidiary was included in calculating Consolidated Net Income of such Person.

      “Consolidated Interest Expense” means, with respect to any Person for any period, the sum of, without duplication:

      (1)     the interest expense of such Person and its Restricted Subsidiaries for such period, on a combined, consolidated basis, determined in accordance with GAAP (including amortization of original issue discount, non-cash interest payments, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net payments, if any, pursuant to Hedging Obligations; provided that in no event shall any amortization of deferred financing costs be included in Consolidated Interest Expense) plus the interest component of all payments associated with Attributable Debt determined by such Person in good faith on a basis consistent with comparable determinations for Capital Lease Obligations under GAAP; plus

      (2)     the consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued.

      Notwithstanding the preceding, the Consolidated Interest Expense with respect to any Restricted Subsidiary that is not a Wholly Owned Subsidiary shall be included only to the extent (and in the same proportion) that the net income of such Restricted Subsidiary was included in calculating Consolidated Net Income.

      “Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that

      (1)     the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or distributions paid in cash to the referent Person or (subject to clause (2) below) a Restricted Subsidiary thereof;

      (2)     the Net Income of any Restricted Subsidiary shall be excluded to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of such Net Income is not at the date of determination permitted without any prior governmental approval that has not been obtained or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Subsidiary; and

      (3)     the cumulative effect of a change in accounting principles shall be excluded;

provided, further, that Consolidated Net Income shall be reduced by the amount of all dividends on Disqualified Stock (other than dividends paid in Qualified Equity Interests) paid, accrued or scheduled to be paid or accrued during such period.

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      “Continuing Directors” means, as of any date of determination, any member of the Board of Directors of Parent who:

      (1)     was a member of such Board of Directors of Parent on the Issue Date;

      (2)     was nominated for election or elected to such Board of Directors of Parent with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election; or

      (3)     was nominated by the Sponsor or a Related Party thereof.

      “Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

      “Designated Senior Debt” means:

      (1)     any Indebtedness outstanding under the Senior Credit Facilities; and

      (2)     any other Senior Debt permitted under the Indenture the principal amount of which is $50.0 million or more and that has been designated by the Issuers as “Designated Senior Debt.”

      “Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the Holder thereof, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would not qualify as Disqualified Stock but for change of control or asset sale provisions shall not constitute Disqualified Stock if the provisions are not more favorable to the holders of such Capital Stock than the provisions described under “— Repurchase at the Option of Holders — Change of Control” and “Repurchase at the Option of Holders — Asset Sales,” respectively, and such Capital Stock specifically provide that the Issuers will not redeem or repurchase any such Capital Stock pursuant to such provisions prior to the Issuers’ purchase of the Notes as required pursuant to the provisions described under “— Repurchase at the Option of Holders — Change of Control” and “Repurchase at the Option of Holders — Asset Sales,” respectively.

      “Domestic Restricted Subsidiary” means, with respect to the Issuers, any Wholly Owned Restricted Subsidiary of an Issuer that was formed under the laws of the United States of America.

      “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

      “Equity Offering” means an offering of the Qualified Equity Interests of Parent; provided, however, that such net proceeds therefrom equal to not less than 100% of the aggregate principal amount of any Notes to be redeemed plus the amount of any applicable premium thereon are received by an Issuer as a capital contribution or consideration for the issuance and sale of Qualified Equity Interests immediately prior to such redemption.

      “Existing Indebtedness” means Indebtedness of the Issuers and their respective Subsidiaries (other than Indebtedness under the Senior Credit Facilities) in existence on the Issue Date, until such amounts are repaid.

      “Fixed Charge Coverage Ratio” means with respect to any Person or Persons for any period, the ratio of the combined (if applicable, but without duplication) Consolidated Cash Flow of such Person for such period to the combined (if applicable, but without duplication) Fixed Charges of such Person for such period. In the event that an Issuer or any Restricted Subsidiary of an Issuer incurs, assumes, guarantees or redeems any Indebtedness (other than revolving credit borrowings) or issues or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee or redemption of Indebtedness, or such issuance or redemption of preferred stock, as if the same had occurred at the beginning of the applicable four-quarter reference period.

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      In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

      (1)     acquisitions that have been made by an Issuer or any Restricted Subsidiary of an Issuer, including through mergers or consolidations and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date shall be calculated to include the Consolidated Cash Flow of the acquired entities on a pro forma basis (to be calculated in accordance with Article 11-02 of Regulation S-X, but giving effect to Pro Forma Cost Savings) after giving effect to Pro Forma Cost Savings, shall be deemed to have occurred on the first day of the four-quarter reference period;

      (2)     the Consolidated Cash Flow attributable to operations or businesses disposed of prior to the Calculation Date shall be excluded;

      (3)     the Fixed Charges attributable to operations or businesses disposed of prior to the Calculation Date shall be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date; and

      (4)     if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of 12 months).

      “Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of:

      (1)     the Consolidated Interest Expense of such Person for such period; plus

      (2)     any interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

      (3)     the product of (a) all dividend payments, whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividend payments on Equity Interests payable solely in Qualified Equity Interests, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP.

      “Foreign Subsidiary” means any Subsidiary of an Issuer that is not organized under the laws of a state or territory of the United States or the District of Columbia.

      “GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the Issue Date.

      “Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, issued in accordance with certain sections of the Indenture.

      “Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America for the payment of which guarantee or obligations the full faith and credit of the United States is pledged.

      “guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, letters of credit and reimbursement agreements in respect thereof, of all or any part of any Indebtedness.

      “Guarantees” means the Subsidiary Guarantees and the Parent Guarantee.

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      “Guarantors” means Parent and each Subsidiary of an Issuer that executes a Subsidiary Guarantee in accordance with the provisions of the Indenture, and their respective successors and assigns.

      “Hedging Obligations” means, with respect to any Person, the obligations of such Person under:

      (1)     interest rate swap agreements, interest rate cap agreements and interest rate collar agreements; and

      (2)     other agreements or arrangements designed to change the allocation of risk due to fluctuations in interest rates, currency exchange rates or commodity prices.

      “Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, in respect of:

      (1)     borrowed money;

      (2)     obligations evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

      (3)     bankers’ acceptances;

      (4)     Capital Lease Obligations;

      (5)     Attributable Debt; or

      (6)     (a) the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable or (b) representing the net amount payable in respect of any Hedging Obligations;

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person), but only to the extent that the aggregate amount of such Indebtedness does not exceed fair market value of the asset and, to the extent not otherwise included, the Guarantee by such Person of any indebtedness of any other Person; provided that Indebtedness shall not include the pledge by an Issuer of the Capital Stock of an Unrestricted Subsidiary of such Issuer to secure Non-Recourse Debt of such Unrestricted Subsidiary. In no event shall non-contractual obligations or liabilities in respect of any Capital Stock constitute Indebtedness under this definition.

      The amount of any Indebtedness outstanding as of any date shall be:

      (1)     the accreted value thereof, in the case of any Indebtedness that does not require current payments of interest; and

      (2)     the principal amount thereof in the case of any other Indebtedness.

      “Insolvency or Liquidation Proceedings” means, with respect to any Person:

      (1)     any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding, relative to such Person or to the creditors of such Person, as such, or to the assets of such Person;

      (2)     any liquidation, dissolution, reorganization or winding up of such Person, whether voluntary or involuntary, and involving insolvency or bankruptcy; or

      (3)     any assignment for the benefit of creditors or any other marshaling of assets and liabilities of such Person.

      “Insurance Subsidiary” means any Subsidiary of an Issuer (including without limitation EMCA Insurance Company, Ltd.) that is engaged solely in the medical malpractice insurance business, workers compensation and other insurance business for the underwriting of insurance policies for, or for the benefit

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of, the Parent and its Subsidiaries and Related Professional Corporations and those employees, officers, directors and contractors of the foregoing Persons who provide professional medical services to patients.

      “Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the forms of direct or indirect loans (including guarantees of Indebtedness or other obligations), advances or capital contributions (excluding commission, travel advances and other loans and advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If an Issuer or any Restricted Subsidiary of an Issuer sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of such Issuer such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of such Issuer, then such Issuer shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Restricted Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption “— Restricted Payments.” Notwithstanding the foregoing, purchases, redemptions or other acquisitions of Equity Interests of an Issuer or any direct or indirect parent of an Issuer shall not be deemed Investments. The amount of an Investment shall be determined at the time the Investment is made and without giving effect to subsequent changes in value. Notwithstanding the foregoing, Restricted Payments of the type described in clause (2) of the definition thereof shall not be deemed to be Investments.

      “Issue Date” means the date on which the initial $250.0 million in aggregate principal amount of the Notes is originally issued under the Indenture.

      “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law including any conditional sale or other title retention agreement, any option or other agreement to sell or give a security interest in and any consensual filing of any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction other than filings in respect of leases otherwise permitted under the Indenture.

      “Liquidated Damages” means the additional interest (if any) payable by the Issuers under the Registration Rights Agreement.

      “Management Agreement” means the Management Agreement dated February 10, 2005 among the Issuers and Onex Partners Manager LP, as the same may be amended, modified or replaced from time to time so long as any such amendment, modification or replacement, taken as a whole, is no less favorable in any material respect to such Issuer or such Restricted Subsidiary than the contract or agreement as in effect on the Issue Date.

      “Minority Interest” means, with respect to any Person, interests in income (loss) of any of such Person’s Subsidiaries held by one or more Persons other than such Person or another Subsidiary of such Person, as reflected on such Person’s consolidated financial statements.

      “Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:

      (1)     for purposes of calculating Consolidated Cash Flow only, any gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with: (a) any Asset Sale or (b) the acquisition or disposition of any securities by such Person or any of its Restricted Subsidiaries;

      (2)     any income or expense incurred in connection with the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries;

      (3)     for purposes of calculating Consolidated Cash Flow only, any extraordinary or nonrecurring gain or loss, together with any related provision for taxes on such extraordinary or nonrecurring gain or loss;

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      (4)     any depreciation, amortization, non-cash impairment or other non-cash charges or expenses recorded as a result of the application of purchase accounting in accordance with Accounting Principles Board Opinion Nos. 16 and 17 or SFAS Nos. 141 and 142;

      (5)     any gain, loss, income, expense or other charge recognized or incurred in connection with changes in value or dispositions of Investments made pursuant to clause (6) of the definition of Permitted Investments (it being understood that this clause (5) shall not apply to any expenses incurred in connection with the funding of contributions to any plan); and

      (6)     to the extent not otherwise deducted in calculating such Person’s Net Income, the amount of any Restricted Payments of the type contemplated by clauses (8) or (9) of the second paragraph of the “— Restricted Payments” covenant made during the applicable period.

      “Net Proceeds” means the aggregate cash proceeds received by an Issuer or any Restricted Subsidiary of an Issuer in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, (a) fees and expenses related to such Asset Sale (including legal, accounting and investment banking fees and discounts, and sales and brokerage commissions, and any relocation expenses incurred as a result of the Asset Sale), (b) taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, (c) amounts required to be applied to the repayment of Indebtedness, other than Indebtedness under a Credit Facility, secured by a Lien on the asset or assets that were the subject of such Asset Sale, (d) any reserve in accordance with GAAP against any liabilities associated with such Asset Sale and retained by the seller after such Asset Sale, including pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale and (e) cash escrows (until released from escrow to the seller).

      “Non-Recourse Debt” means Indebtedness:

      (1)     as to which neither any Issuer nor any Restricted Subsidiary of an Issuer:

      (a)     provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness);

      (b)     is directly or indirectly liable as a guarantor or otherwise; or

      (c)     constitutes the lender;

      (2)     no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Notes) of an Issuer or any Restricted Subsidiary of an Issuer to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and

      (3)     as to which the lenders have been notified in writing that they will not have any recourse to the stock (other than stock of an Unrestricted Subsidiary pledged by an Issuer to secure debt of such Unrestricted Subsidiary) or assets of such Issuer or such Restricted Subsidiary.

      “Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

      “Officers’ Certificate” means a certificate signed by any two of the following officers of Parent: the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the President, any Vice President, the Treasurer or the Secretary.

      “Parent” means Emergency Medical Services L.P.

      “Parent Guarantee” means the senior subordinated guarantee by Parent of the Issuers’ payment obligations under the Indenture and the Notes, executed pursuant to the Indenture.

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      “Pari Passu Indebtedness” means any Indebtedness of an Issuer or any Guarantor that ranks pari passu in right of payment with the Notes or the Guarantees, as applicable.

      “Permitted Business” means any business in which the Issuers and their respective Restricted Subsidiaries are engaged on the Issue Date or any business reasonably related, ancillary or complementary thereto, or reasonable extensions thereof.

      “Permitted Investments” means:

      (1)     any Investment in an Issuer or in any Restricted Subsidiary of an Issuer;

      (2)     any Investment in Cash Equivalents;

      (3)     any Investment by an Issuer or any Restricted Subsidiary of an Issuer in a Person, if as a result of such Investment:

      (a)     such Person becomes a Restricted Subsidiary of an Issuer; or

      (b)     such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, an Issuer or a Restricted Subsidiary of an Issuer;

      (4)     any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption “— Repurchase at the Option of Holders — Asset Sales”;

      (5)     any Investment made for consideration consisting solely of Qualified Equity Interests;

      (6)     Investments made in connection with the funding of contributions under any non-qualified employee retirement plan or similar employee compensation plan in an amount not to exceed the amount of compensation expense recognized by an Issuer and any Restricted Subsidiary of an Issuer in connection with such plans;

      (7)     any Investment received in compromise or resolution of (a) obligations of trade creditors or customers that were incurred in the ordinary course of business of an Issuer or any Restricted Subsidiary of an Issuer, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (b) litigation, arbitration or other disputes with Persons that are not Affiliates;

      (8)     Hedging Obligations permitted under the “— Incurrence of Indebtedness and Issuance of Preferred Stock” covenant;

      (9)     Investments in prepaid expenses, negotiable instruments held for collection and lease, endorsements for deposit or collection in the ordinary course of business, utility or workers compensation, performance and similar deposits entered into as a result of the operations of the business in the ordinary course of business;

      (10)     pledges or deposits by a Person under workers compensation laws, unemployment insurance laws or similar legislation, or deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

      (11)     loans or advances to officers, directors or employees of an Issuer or a Restricted Subsidiary of an Issuer in connection with the purchase by such Persons of Equity Interests of Parent or any direct or indirect parent of the Issuers so long as the cash proceeds of such purchase received by Parent or such other Person are contemporaneously contributed to the common equity capital of an Issuer;

      (12)     loans and advances to Related Professional Corporations made pursuant to management, practice support and similar agreements entered into in the ordinary course of business; and

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      (13)     other Investments made after the Issue Date in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (13) since the Issue Date, not to exceed the greater of (a) $25.0 million or (b) 20% of the combined Consolidated Cash Flow of the Issuers for the four full fiscal quarters of the Issuers immediately preceding such Investment for which financial statements are available.

      “Permitted Liens” means:

      (1)     Liens in favor of an Issuer or any Restricted Subsidiary of an Issuer;

      (2)     Liens on property of a Person existing at the time such Person is merged into or consolidated with an Issuer or any Restricted Subsidiary of an Issuer, provided that such Liens were not incurred in contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with an Issuer or any Restricted Subsidiary of an Issuer;

      (3)     Liens on property existing at the time of acquisition thereof by an Issuer or any Restricted Subsidiary of an Issuer, provided that such Liens were not incurred in contemplation of such acquisition;

      (4)     Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the second paragraph of the covenant entitled “Incurrence of Indebtedness and Issuance of Preferred Stock;

      (5)     Liens to secure Refinancing Indebtedness of Indebtedness secured by Liens referred to in the foregoing clauses (2), (3) and (4) and this clause (5); provided that in the case of Liens securing Permitted Refinancing Indebtedness of Indebtedness secured by Liens referred to in the foregoing clauses (2), (3) and (4) and this clause (5), such Liens do not extend to any additional assets (other than improvements thereon and replacements thereof);

      (6)     Liens incurred in the ordinary course of business of an Issuer or any Restricted Subsidiary of an Issuer with respect to obligations that do not exceed $7.5 million at any one time outstanding and that: (a) are not incurred in connection with the borrowing of money or the obtaining of advances or credit (other than trade credit in the ordinary course of business) and (b) do not in the aggregate materially detract from the value of the property or materially impair the use thereof in the operation of business by such Issuer or such Restricted Subsidiary;

      (7)     Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof;

      (8)     Liens created for the benefit of (or to secure) the Notes (or the Guarantees) or payment obligations to the Trustee;

      (9)     Liens and rights of setoff in favor of a bank imposed by law and incurred in the ordinary course of business on deposit accounts maintained with such bank and cash and Cash Equivalents in such accounts; and

      (10)     Liens securing Hedging Obligations incurred for the purpose of fixing or hedging interest rate risk with respect to any floating rate Indebtedness which Hedging Obligations relate to Indebtedness that is otherwise permitted under the Indenture.

      “Permitted Refinancing Indebtedness” means any Indebtedness of an Issuer or any Restricted Subsidiary of an Issuer issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of an Issuer or any Restricted Subsidiary of an Issuer; provided that:

      (1)     the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus accrued

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interest on, the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus the amount of reasonable expenses and premiums incurred in connection therewith);

      (2)     such Permitted Refinancing Indebtedness has a final maturity date no earlier than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and

      (3)     if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the Notes on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

      “Pro Forma Cost Savings” means, with respect to any period, the reductions in costs (including, without limitation, such reductions resulting from employee terminations, facilities consolidations and closings, standardization of employee benefits and compensation policies, consolidation of property, casualty and other insurance coverage and policies, standardization of sales and distribution methods, reductions in taxes other than income taxes) that occurred during such period that are (1) directly attributable to an asset acquisition and calculated on a basis that is consistent with Article 11 of Regulation S-X under the Securities Act or (2) implemented, committed to be implemented, specifically identified to be implemented or the commencement of implementation of which has begun in good faith by the business that was the subject of any such asset acquisition within six months of the date of the asset acquisition and that are supportable and quantifiable by the underlying records of such business, as if, in the case of each of clauses (1) and (2), all such reductions in costs had been effected as of the beginning of such period, decreased by any incremental expenses incurred or to be incurred during such period in order to achieve such reduction in costs.

      “Public Equity Offering” means an underwritten public offering of common stock (or, if Parent is not a corporation, other Qualified Equity Interests substantially analogous to common stock) of Parent pursuant to an effective registration statement under the Securities Act.

      “Public Market” means any time after (a) a Public Equity Offering has been consummated and (b) at least 20.0% of the total issued and outstanding common equity of Parent has been distributed by means of an effective registration statement under the Securities Act or sales pursuant to Rule 144 under the Securities Act.

      “Qualified Equity Interests” means Equity Interests of the Issuers other than Disqualified Stock.

      “Registration Rights Agreement” means the Registration Rights Agreement, dated as of February 10, 2005, by and among Parent, the Issuers and the other parties named on the signature pages thereof, as such agreement may be amended, modified or supplemented from time to time and, with respect to any Additional Notes, one or more registration rights agreements between the Issuers and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Issuers to the purchasers of Additional Notes to register such Additional Notes under the Securities Act.

      “Related Party” with respect to any Sponsor means:

      (1)     any controlling stockholder or partner, 80% (or more) owned Subsidiary, or spouse or immediate family member (in the case of an individual) of such Sponsor; or

      (2)     any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially holding a 51% or more controlling interest of which consist of such Sponsor and/or such other Persons referred to in the immediately preceding clause (1);

provided that “Related Party” shall not include any portfolio operating companies of Sponsor.

      “Related Professional Corporation” means a professional corporation that is owned by one or more physicians, independent contractor physicians and/or healthcare facilities in each case (a) to whom an Issuer, any Restricted Subsidiary of an Issuer or another Related Professional Corporation provides management

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services pursuant to a management services, practice support or similar agreement and (b) except for the effect of the preceding clause (a), is not otherwise an Affiliate of the Issuers and their respective Restricted Subsidiaries.

      “Reorganization Securities” means securities distributed to Holders of the Notes in an Insolvency or Liquidation Proceeding pursuant to a plan of reorganization consented to by each class of the Senior Debt, but only if all of the terms and conditions of such securities including, without limitation, term, tenor, interest, amortization, subordination, standstills, covenants and defaults are at least as favorable (and provide the same relative benefits) to the holders of Senior Debt and to the holders of any security distributed in such Insolvency or Liquidation Proceeding on account of any such Senior Debt as the terms and conditions of the Notes and the Indenture are, and provide to the holders of Senior Debt.

      “Representative” means the Trustee, agent or representative for any Senior Debt.

      “Restricted Investment” means an Investment other than a Permitted Investment.

      “Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

      “Rule 144A” means Rule 144A promulgated under the Securities Act.

      “Sale and Leaseback Transaction” means any direct or indirect arrangement with any Person or to which any such Person is a party, providing for the leasing to an Issuer or a Restricted Subsidiary of an Issuer of any property, whether owned by an Issuer or any such Restricted Subsidiary at the Issue Date or later acquired, which has been or is to be sold or transferred by an Issuer or any such Restricted Subsidiary to such Person or any other Person from whom funds have been or are to be advanced by such Person on the security of such property.

      “Senior Credit Facilities” means the Credit Agreement dated the Issue Date among the Issuers the guarantors party thereto, the Administrative Agent and Banc of America Securities LLC and J.P. Morgan Securities Inc., as co-arrangers, and the other agents and lenders named therein, providing for revolving credit borrowings and term loans, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, modified, renewed, refunded, replaced or refinanced from time to time including increases in principal amount.

      “Senior Debt” means:

      (1)     all Indebtedness outstanding under the Senior Credit Facilities, including any Guarantees thereof and all Hedging Obligations incurred for the purpose of fixing or hedging interest rate risk with respect to any floating rate Indebtedness thereunder;

      (2)     any other Indebtedness properly incurred by the Issuers or the Guarantors under the terms of the Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Notes and/or the Guarantees, as applicable; and

      (3)     all Obligations with respect to the preceding clauses (1) and (2) (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is allowed as a claim under applicable law).

      Notwithstanding anything to the contrary in the preceding, Senior Debt will not include:

      (1)     any Indebtedness that is, by its express terms, subordinated in right of payment to any other Indebtedness of an Issuer or any Guarantor;

      (2)     any liability for federal, state, local or other taxes owed or owing by an Issuer or any Guarantor;

      (3)     any Indebtedness of an Issuer to Parent or any Subsidiary of an Issuer;

      (4)     any trade payables;

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      (5)     any Indebtedness that is incurred in violation of the Indenture; provided that as to any such obligation, no such violation shall be deemed to exist for purposes of this clause (5) if the Holder(s) of such obligation or their representative and the Trustee shall have received an Officers’ Certificate of an Issuer to the effect that the incurrence of such Indebtedness does not (or, in the case of revolving credit Indebtedness, that the incurrence of the entire committed amount thereof at the date on which the initial borrowing thereunder is made would not) violate such provisions of the Indenture;

      (6)     obligations or liabilities in respect of Capital Stock; or

      (7)     Indebtedness to, or guaranteed on behalf of, any Affiliate of Parent or any of its Subsidiaries.

      “Significant Subsidiary” means any Restricted Subsidiary, or group of Restricted Subsidiaries when taken together, that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Act, as such Regulation is in effect on the date of the Indenture.

      “Sponsor” means Onex Partners LP, Onex Corporation and their respective Affiliates other than portfolio operating companies of any of the foregoing.

      “Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

      “Subsidiary” means, with respect to any Person:

      (1)     any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

      (2)     any partnership or limited liability company (a) the sole general partner or the managing general partner or managing member of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof).

      “Subsidiary Guarantee” means the senior subordinated guarantee by each Subsidiary of an Issuer’s payment obligations under Indenture and the Notes, executed pursuant to the Indenture.

      “Subsidiary Guarantor” means the Subsidiary of an Issuer that guarantees such Issuer’s payment obligations under the Indenture and the Notes.

      “Total Assets” means the total combined, consolidated assets of the Issuers and their respective Restricted Subsidiaries, as would be shown on the Issuers’ consolidated balance sheet in accordance with GAAP on the date of determination.

      “Transactions” means the acquisition of American Medical Response, Inc. and EmCare Holdings Inc. (together, the “Targets”), the cash equity contribution relating thereto, the issuance and sale of these notes, the execution and delivery of the Credit Agreement relating to the Senior Credit Facilities and documents related thereto and the initial extension of credit thereunder, and other transactions contemplated by the purchase agreements entered into and consummated in connection with the acquisition of the Targets and the payment of fees and expenses in connection with the foregoing.

      “Unrestricted Subsidiary” means with respect to any Person, any Subsidiary of such Person that is designated by the Board of Directors of such Person as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent that such Subsidiary:

      (1)     has no Indebtedness other than Non-Recourse Debt;

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      (2)     except as permitted under the covenant described above under the caption “— Certain Covenants — Affiliate Transactions,” is not party to any agreement, contract, arrangement or understanding with an Issuer or any Restricted Subsidiary of an Issuer unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to such Issuer or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of an Issuer;

      (3)     is a Person with respect to which neither an Issuer nor any Restricted Subsidiary of an Issuer has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

      (4)     has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of an Issuer or any Restricted Subsidiary of an Issuer.

      Any designation of a Subsidiary of an Issuer as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under the caption “Certain Covenants — Restricted Payments.” On the Issue Date, EMCA Insurance Company, Ltd. will be an Unrestricted Subsidiary without any further action on the part of the Issuers. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of an Issuer as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption “Incurrence of Indebtedness and Issuance of Preferred Stock,” the Issuers shall be in default of such covenant. The Board of Directors of Parent may at any time designate any Unrestricted Subsidiary of an Issuer to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of such Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall be permitted only if: (1) such Indebtedness is permitted under the covenant described under the caption “Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock,” and (2) no Default or Event of Default would be in existence following such designation.

      “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

      “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

      (1)     the sum of the products obtained by multiplying: (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment, by

      (2)     the then outstanding principal amount of such Indebtedness.

      “Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares or shares of Foreign Subsidiaries required to be owned by foreign nationals pursuant to applicable law) shall at the time be owned by such Person and/or by one or more Wholly Owned Subsidiaries of such Person.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

      The following is a general discussion of material U.S. federal income and, in the case of Non-U.S. Holders (as defined below), estate tax considerations of the acquisition, ownership and disposition of the notes by you if you acquired the notes on original issuance for cash at the initial offering price. The discussion is based on the Internal Revenue Code of 1986, as amended, Treasury regulations, judicial authorities, published positions of the Internal Revenue Service, or the IRS, and other applicable authorities, all as in effect on the date of this offering memorandum and all of which are subject to change or differing interpretations (possibly with retroactive effect). This discussion is limited to persons who will hold the notes as capital assets for U.S. federal income tax purposes (generally, assets held for investment). This summary does not address all of the tax consequences that may be relevant to you, particularly if you are subject to special treatment under U.S. federal income tax laws (such as if you are a financial institution, tax-exempt organization, real estate investment company, regulated investment company, insurance company, expatriate or a broker dealer, you are, or will hold the notes through, a pass-through entity, you will hold the notes as part of a straddle, hedge or synthetic security transaction for U.S. federal income tax purposes or if you are a U.S. Holder (as defined below) that has a functional currency other than the U.S. dollar). No ruling has been or will be sought from the IRS regarding any matter discussed herein. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax aspects set forth below. You are urged to consult your own tax advisors as to the U.S. federal income tax consequences of acquiring, holding and disposing of the notes, as well as the effects of state, local and non-U.S. tax laws.

      For purposes of this discussion, a “U.S. Holder” means any of the following:

•  an individual who is a citizen or resident of the United States,

•  a corporation or other entity treated as a corporation for U.S. federal income tax purposes created or organized under the laws of the United States or any state or political subdivision thereof,

•  an estate, the income of which is subject to U.S. federal income taxation regardless of its source, or

•  a trust that (i) is subject to the primary supervision of a U.S. court and which has one or more U.S. fiduciaries who have the authority to control all substantial decisions of the trust, or (ii) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

      If a partnership (including any entity treated as a pass-through entity for U.S. federal income tax purposes) holds the notes, the tax treatment of a partner generally will depend upon the status of the partner and upon the activities of the partnership. If you are a partner of a partnership holding the notes, we suggest that you consult your tax advisor.

      As used herein, the term “Non-U.S. Holder” means a beneficial owner of the notes that is not a partnership or a U.S. person.

      The notes provide for the payment of liquidated damages under certain circumstances described under “Description of Notes — Registration Rights; Liquidated Damages.” The notes may be subject to Treasury Regulations applicable to debt instruments that provide for one or more contingent payments. Under such Treasury Regulations, if the payment of liquidated damages on the notes is, as of the issue date, either a “remote” or “incidental” contingency, the payment of liquidated damages, if any, would not be considered a contingent payment and such liquidated damages would generally be included in income in the same manner as stated interest, as described below. We believe that the likelihood that liquidated damages will become payable due to a failure to register the notes is remote. Accordingly, we intend to take the position that the notes are not contingent interest notes. Our determination that such payments are a remote or incidental contingency for these purposes is binding on you unless you disclose to the IRS that you are taking a contrary position. Our determination is not, however, binding on the IRS, and if the IRS were to challenge this determination, you might be required to accrue income on the notes in excess of stated interest regardless of your regular method of accounting, and to treat as ordinary income rather than capital gain any income realized on the taxable disposition of a note. The remainder of this discussion assumes that the notes are not contingent interest notes.

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Tax Consequences to U.S. Holders

      The following discussion is limited to the material U.S. federal income tax consequences relevant to U.S. Holders. Material U.S. federal income tax consequences relevant to Non-U.S. Holders are discussed separately below.

Payments of Interest

      Payments of stated interest on the notes generally will be taxable to a you as ordinary interest income at the time such payments are accrued or received, in accordance with the your regular method of accounting for U.S. federal income tax purposes.

Disposition of Notes

      A sale, redemption or other taxable disposition of a note generally will result in capital gain or loss equal to the difference between the amount of cash and fair market value of other property that you receive for the note and your adjusted tax basis for the note (except to the extent that such cash or other property is attributable to the payment of accrued and unpaid interest, which amount will be taxable as interest as discussed above). Capital gain or loss recognized on the sale, redemption or other taxable disposition of a note held for more than one year will be long-term capital gain or loss. Under current U.S. federal income tax law, long-term capital gains of certain noncorporate taxpayers (including individuals) may be taxed at preferential rates. Certain limitations, however, apply to your ability to deduct capital losses. An exchange of the notes for registered notes pursuant to the exchange offer described under “Description of Notes — Registration Rights; Liquidated Damages” is not anticipated to be a taxable event for U.S. federal income tax purposes. In the event of such an exchange, your holding period for the exchange note received in the exchange will include the holding period for the note so exchanged, and your adjusted tax basis for the exchange note will be the same as your adjusted tax basis for the note so exchanged (determined immediately before the exchange).

Exchange Offer

      As a U.S. Holder, you will not recognize taxable gain or loss for U.S. Federal income tax purposes on the exchange of initial notes pursuant to the exchange offer, and your tax basis and holding period for such registered notes will be the same as for the notes immediately before the exchange.

Information Reporting and Backup Withholding

      You may be subject, under certain circumstances, to information reporting and “backup withholding” with respect to certain “reportable payments,” including interest payments and, under certain circumstances, principal payments on and gross proceeds from your disposition of a note. The backup withholding rules apply if you, among other things, (i) have been informed by the IRS that you are subject to backup withholding for failing properly to furnish your social security number or other taxpayer identification number, or TIN, (ii) furnish an incorrect TIN, (iii) fail to properly report the receipt of interest or dividends or (iv) under certain circumstances, fail to provide a certified statement, signed under penalties of perjury, that the TIN furnished is the correct number and that you are not subject to backup withholding. If you do not provide us with your correct TIN you may also be subject to penalties imposed by the IRS. Backup withholding will not apply with respect to payments made to certain holders, including corporations and tax-exempt organizations, provided their exemptions from backup withholding are properly established. To the extent required by law, we will report annually to the IRS and to you the amount of any reportable payments and the amount, if any, of tax withheld with respect to such payments.

      Backup withholding is not an additional tax. Any amounts we withhold under the backup withholding rules will be allowed as a refund or a credit against your U.S. federal income tax liability, provided that the requisite procedures are followed and certain information is provided to the IRS.

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Tax Consequences to Non-U.S. Holders

      The following discussion is limited to the material U.S. federal income tax consequences relevant to Non-U.S. Holders.

Payments of Interest

      Subject to the discussion below concerning information reporting and backup withholding, payments of interest on a note to you will qualify for the “portfolio interest exemption” and therefore will not be subject to U.S. federal income tax or withholding tax, provided that all of the following are true:

•  the interest is not effectively connected with the conduct by you of a trade or business in the United States;

•  you do not actually or constructively own 10% or more of the total combined voting power of all classes of our stock entitled to vote;

•  you are not a controlled foreign corporation that is related, directly or indirectly, to us for U.S. federal income tax purposes;

•  you are not a bank with respect to which the receipt of interest on the notes is described in Section 881(c)(3)(A) of the Internal Revenue Code; and

•  you certify, on Form W-8BEN (or a permissible substitute) under penalties of perjury, that you are a Non-U.S. Holder and provide your name and address or you hold your notes directly through a “qualified intermediary,” and the qualified intermediary has sufficient information in its files indicating that you are not a U.S. Holder. A qualified intermediary is a bank, broker or other intermediary that (1) is either a U.S. or a non-U.S. entity, (2) is acting out of a non-U.S. branch or office and (3) has signed an agreement with the IRS providing that it will administer all or part of the U.S. tax withholding rules under specified procedures.

Interest paid to you that does not qualify for the above exemption from withholding tax will generally be subject to withholding of U.S. federal income tax at the rate of 30%, unless you provide us with a properly executed:

•  IRS Form W-8BEN (or a permissible substitute) claiming an exemption from (or reduction in) withholding under the benefit of an applicable income tax treaty; or

•  IRS Form W-8ECI stating that the interest paid on the note is not subject to withholding tax because it is effectively connected with your conduct of a trade or business in the United States. If, however, the interest is effectively connected with the conduct of a trade or business in the United States, the interest will generally be subject to the U.S. federal income tax as if you were a U.S. Holder unless an applicable income tax treaty provides otherwise. In addition, if you are a foreign corporation, under certain circumstances you may be subject to a branch profits tax equal to 30% (or lower applicable treaty rate) of your earnings and profits for the taxable year (subject to adjustments) that are effectively connected to a trade or business conducted by you in the United States.

Disposition of Notes; Exchange Offer

      Subject to the discussion below concerning information reporting and backup withholding, any gain you realize on the sale, redemption or other disposition of a note generally will not be subject to U.S. federal income tax unless (i) such gain is effectively connected with your conduct of a trade or business within the United States or (ii) you are an individual who is present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are satisfied. You will not recognize gain or loss for U.S. Federal income tax purposes on the exchange of initial notes pursuant to the exchange offer and your tax basis and holding period for such registered notes will be the same as for the notes immediately before the exchange.

175

Information Reporting and Backup Withholding

      Payments of principal and interest made in respect of notes held by you generally will not be subject to information reporting and backup withholding if you properly certify as to your non-U.S. status under penalties of perjury or otherwise establish an exemption. You generally will provide such information (and other required certifications) on IRS Form W-8BEN. However, the exemption does not apply if the withholding agent or an intermediary knows or has reason to know that you should be subject to the usual information reporting or backup withholding rules.

      The payment to you of the proceeds of the sale or other taxable disposition of a note (including a redemption) by or through the U.S. office of a broker is subject to information reporting and backup withholding unless you properly certify your non-U.S. status under penalties of perjury or otherwise establish an exemption. Information reporting requirements, but not backup withholding, will also generally apply to payments of proceeds of sales or other taxable dispositions of notes (including a redemption) by or through non-U.S. offices of U.S. brokers or by or through non-U.S. brokers with certain types of relationships to the United States unless the broker has documentary evidence in its files that you are not a U.S. person and such broker has no actual knowledge or reason to know to the contrary or you otherwise establish an exemption. Neither information reporting nor backup withholding generally will apply to a payment of the proceeds of a sale or other taxable disposition of a note by or through a foreign office of a foreign broker not subject to the preceding sentence.

      Backup withholding is not an additional tax. Any amounts we withhold under the backup withholding rules will be allowed as a refund or a credit against your U.S. federal income tax liability, provided that the requisite procedures are followed and certain information is provided to the IRS.

Treatment of the Notes for U.S. Federal Estate Tax Purposes

      Notes held by an individual who is a Non-U.S. Holder at the time of his or her death generally will not be subject to U.S. federal estate tax provided that, at the time of death, the Non-U.S. Holder is exempt from withholding of U.S. federal income tax under the rules described above.

176

PLAN OF DISTRIBUTION

      With respect to the resale of exchange notes, based on an interpretation by the staff of the SEC set forth in no-action letters issued to third parties, we believe that a holder (other than a person that is an affiliate of ours within the meaning of Rule 405 under the Securities Act or “broker” or “dealer” registered under the Exchange Act) who exchanges outstanding notes for exchange notes in the ordinary course of business and who is not participating, does not intend to participate, and has no arrangement or understanding with any person to participate, in the distribution of the exchange notes, will be allowed to resell the exchange notes to the public without further registration under the Securities Act and without delivering to the purchasers of the exchange notes a prospectus that satisfies the requirements of Section 10 thereof. However, if any holder acquires exchange notes in the exchange offer for the purpose of distributing or participating in a distribution of the exchange notes, such holder cannot rely on the position of the staff of the SEC enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) or similar no-action or interpretive letters and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction; any such secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K if the resales are of exchange notes obtained by such holder in exchange for outstanding notes acquired by such holder directly from us or an affiliate of ours, unless an exemption from registration is otherwise available.

      As contemplated by the above no-action letters and the registration rights agreement, each holder accepting the exchange offer is required to represent to us in the letter of transmittal that:

•  any exchange notes to be received by it will be acquired in the ordinary course of its business;

•  it has no arrangement or understanding with any person to participate in the distribution of the exchange notes;

•  it is not an “affiliate,” as defined in the Securities Act, of ours; and

•  any additional representations that in the written opinion of our counsel are necessary under existing rules or regulations (or interpretations thereof) of the SEC in order for the registration statement of which this prospectus forms a part to be declared effective.

      If the holder is not a broker-dealer, it will be required to represent that it is not engaged in, and does not intend to engage in, the distribution of the exchange notes. If the holder is a broker-dealer that will receive exchange notes for its own account in exchange for outstanding notes that were acquired as a result of market-making activities or other trading activities, it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes.

      Any broker or dealer registered under the Exchange Act who holds outstanding notes that were acquired for its own account as a result of market-making activities or other trading activities (other than outstanding notes acquired directly from us) may exchange such outstanding notes for exchange notes pursuant to the exchange offer; however, such broker-dealer may be deemed an underwriter within the meaning of the Securities Act and, therefore, must deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the exchange notes received by it in the exchange offer, which prospectus delivery requirement may be satisfied by the delivery by such broker-dealer of this prospectus. We have agreed to use commercially reasonable efforts to keep the registration statement of which this prospectus forms a part effective for a period beginning when exchange notes are first issued in the exchange offer and ending upon the earlier of the expiration of the 90th day after the exchange offer has been completed and such time as broker-dealers are no longer required to comply with the prospectus delivery requirements in connection with offers and sales of exchange notes.

177

      A broker-dealer that delivers such a prospectus to purchasers in connection with such resales will be subject to certain of the civil liability provisions under the Securities Act, and will be bound by the provisions of the registration rights agreement (including certain indemnification rights and obligations).

      The information described above concerning interpretations of, and positions taken by, the SEC is not intended to constitute legal advice, and broker-dealers should consult their own legal advisors with respect to these matters.

      We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to a purchaser or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such exchange notes.

      We have agreed to pay all expenses incident to the exchange offer. See “The Exchange Offer — Fees and Expenses.”

LEGAL MATTERS

      The validity of the exchange notes offered hereby and certain other legal matters will be passed upon for us by Kaye Scholer LLP, New York, New York. Certain regulatory matters will be passed upon for us by Foley & Lardner LLP, San Diego, California.

EXPERTS

      The combined financial statements of American Medical Response, Inc. and its subsidiaries and EmCare Holdings Inc. and its subsidiaries for the year ended August 31, 2002 (Predecessor), the nine months ended May 31, 2003 (Predecessor), and as of and for the three months ended August 31, 2003, the year ended August 31, 2004 and the five months ended January 31, 2005 included in this prospectus, have been so included in reliance on the reports (which contain an explanatory paragraph relating to the companies’ restatement of their combined financial statements, as well as the parent’s emergence from bankruptcy as described in Note 1) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

      This prospectus, which constitutes a part of the registration statement, does not contain all of the information included in the registration statement or the schedules, exhibits and amendments to the registration statement. You should refer to the registration statement and its exhibits and schedules for further information. Statements made in this prospectus as to any of our contracts, agreements or other documents referred to are not necessarily complete. In each instance, if we have filed a copy of such contract, agreement or other document as an exhibit to the registration statement, you should read the exhibit for a more complete understanding of the matter involved. Each statement regarding a contract, agreement or other document is qualified in all respects by reference to the actual document.

178

      You may read and copy information omitted from this prospectus but contained in the registration statement at the public reference facilities maintained by the SEC at 100 F Street N.E., Washington, D.C. 20549. You may also request copies of all or any portion of such material from the Public Reference Section of the SEC at 100 F Street N.E., Room 1580, Washington, D.C. 20549 at prescribed rates. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. In addition, materials filed electronically with the SEC are available at the SEC’s World Wide Web site at http://www.sec.gov.

      Upon completion of our initial public offering, we will be subject to the information and periodic reporting requirements of the Securities Exchange Act of 1934, and, in accordance therewith, will file periodic reports, proxy statements and other information with the SEC. Such periodic reports, proxy statements and other information will be available for inspection and copying at the public reference room and web site of the SEC referred to above. We maintain a web site at www.emsc.net. You may access our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, filed or furnished pursuant to section 13(a) or 15(d) of the Exchange Act with the SEC free of charge at our web site as soon as reasonably practicable after this material is electronically filed with, or furnished to, the SEC. The reference to our web address does not constitute incorporation by reference of the information contained at that site.

179

AMERICAN MEDICAL RESPONSE, INC. & EMCARE HOLDINGS INC.

INDEX TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS

		Page
Combined Financial Statements (as Restated) for the Five Months Ended January 31, 2005, for the Year Ended August 31, 2004, for the Three Months Ended August 31, 2003, for the Nine Months Ended May 31, 2003 (Predecessor) for the Year Ended August 31, 2002 (Predecessor)
	Report of Independent Registered Public Accounting Firm		F-2
	Combined Balance Sheets at January 31, 2005, August 31, 2004 and 2003		F-5
	Combined Statements of Operations and Comprehensive Income (Loss) for the five months ended January 31, 2005, for the year ended August 31, 2004, for the three months ended August 31, 2003, for the nine months ended May 31, 2003 (Predecessor) and for the year ended August 31, 2002 (Predecessor)		F-6
	Statements of Changes in Combined Equity for the five months ended January 31, 2005, for the year ended August 31, 2004, for the three months ended August 31, 2003, for the nine months ended May 31, 2003 (Predecessor) and for the year ended August 31, 2002 (Predecessor)		F-7
	Combined Statements of Cash Flows for the five months ended January 31, 2005, for the year ended August 31, 2004, for the three months ended August 31, 2003, for the nine months ended May 31, 2003 (Predecessor), and for the year ended August 31, 2002 (Predecessor)		F-8
	Notes to Combined Financial Statements		F-9

		Page
Unaudited Consolidated/ Combined Financial Statements for the Three Months and Five Months Ended June 30, 2005 and June 30, 2004
	Unaudited Consolidated Balance Sheet at June 30, 2005 and Combined Balance Sheet at January 31, 2005		F-49
	Unaudited Consolidated/ Combined Statements of Operations and Comprehensive Income for the three months and five months ended June 30, 2005 and 2004		F-50
	Unaudited Consolidated/Combined Statements of Cash Flows for five months ended June 30, 2005 and 2004		F-51
	Notes to Unaudited Consolidated/ Combined Financial Statements		F-52

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders of American Medical Response, Inc.

and EmCare Holdings, Inc.:

      In our opinion, the accompanying combined balance sheets (successor basis) and the related combined statements of operations and comprehensive income (loss) (successor basis), changes in combined equity (successor basis) and cash flows (successor basis) present fairly, in all material respects, the financial position of American Medical Response, Inc. and its subsidiaries (“AMR”) and EmCare Holdings, Inc. and its subsidiaries (“EmCare”) (collectively, the “Company”) as of January 31, 2005 and August 31, 2004 and 2003 and the results of their operations and changes in combined equity and cash flows for the five-month period ended January 31, 2005, for the year ended August 31, 2004 and for the three-month period ended August 31, 2003, in conformity with accounting principles generally accepted in the United States of America. These combined financial statements are the responsibility of the AMR and EmCare management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      As discussed in Note 1 to the combined financial statements, AMR and EmCare are wholly-owned subsidiaries of Laidlaw International, Inc., previously Laidlaw, Inc. (“Laidlaw”). The United States Bankruptcy Court for the Western District for New York confirmed Laidlaw’s Third Amended Plan of Reorganization (the “plan”) on February 27, 2003. Confirmation of the plan resulted in the discharge of all claims against Laidlaw that arose on or before June 28, 2001 and terminated all rights and interest of equity security holders as provided for in the plan. The plan was implemented in June 2003 and Laidlaw emerged from bankruptcy. In connection with its emergence from bankruptcy, Laidlaw adopted fresh-start accounting and recorded fresh-start accounting adjustments in the separate financial statements of AMR and EmCare on June 1, 2003. As a result, the Company’s post-emergence (successor basis) financial statements reflect a different basis of accounting than its pre-emergence (predecessor basis) financial statements.

      As discussed in Note 1 to the combined financial statements, the Company has restated its financial statements as of August 31, 2004 and 2003.

PricewaterhouseCoopers LLP

Denver, Colorado

August 1, 2005, except as to the information disclosed

in Note 17, as to which the date is October 7, 2005

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders of American Medical Response, Inc.

and EmCare Holdings, Inc.:

      In our opinion, the accompanying combined statements of operations and comprehensive income (loss) (predecessor basis), changes in combined equity (predecessor basis) and cash flows (predecessor basis) present fairly, in all material respects, the results of operations and changes in combined equity and cash flows of American Medical Response, Inc. and its subsidiaries (“AMR”) and EmCare Holdings, Inc. and its subsidiaries (“EmCare”) (collectively, the “Company”) for the nine-month period ended May 31, 2003, and for the year ended August 31, 2002, in conformity with accounting principles generally accepted in the United States of America. These combined financial statements are the responsibility of the AMR and EmCare management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      As discussed in Note 1 to the combined financial statements, AMR and EmCare are wholly-owned subsidiaries of Laidlaw International, Inc., previously Laidlaw, Inc. (“Laidlaw”). The United States Bankruptcy Court for the Western District of New York confirmed Laidlaw’s Third Amended Plan of Reorganization (the “plan”) on February 27, 2003. Confirmation of the plan resulted in the discharge of all claims against Laidlaw that arose on or before June 28, 2001 and terminated all rights and interest of equity security holders as provided for in the plan. The plan was implemented in June 2003 and Laidlaw emerged from bankruptcy. In connection with its emergence from bankruptcy, Laidlaw adopted fresh-start accounting and recorded fresh-start accounting adjustments in the separate financial statements of AMR and EmCare on June 1, 2003. As a result, the Company’s post-emergence (successor basis) financial statements reflect a different basis of accounting than its pre-emergence (predecessor basis) financial statements.

      As discussed in Note 2 to the combined financial statements, on September 1, 2002, AMR and EmCare changed their method of accounting for goodwill.

      As discussed in Note 1 to the combined financial statements, the Company has restated its financial statements for the nine-month period ended May 31, 2003 and the year ended August 31, 2002.

PricewaterhouseCoopers LLP

Denver, Colorado

January 14, 2005, except as to the restatement described in

Note 1, as to which the date is August 1, 2005 and as to the information disclosed

in Note 17, as to which the date is October 7, 2005

F-3

American Medical Response, Inc.

 & EmCare Holdings Inc.

(The Healthcare Transportation and Emergency Management Services

Businesses of Laidlaw International, Inc.)

Combined Financial Statements

January 31, 2005 and August 31, 2004 and 2003 (as restated)

F-4

American Medical Response, Inc. and EmCare Holdings Inc.

(The Healthcare Transportation and Emergency Management Services

Businesses of Laidlaw International, Inc.)

Combined Balance Sheets

January 31, 2005, August 31, 2004 and 2003

(dollars in thousands)

							As Restated —
							See Note 1
				January 31,			August 31,			August 31,
				2005			2004			2003
ASSETS
Current assets:
	Cash and cash equivalents			$	14,631		$	9,476		$	10,641
	Restricted cash and cash equivalents				9,846			5,691			939
	Restricted marketable securities				2,473			6,756			201
	Trade and other accounts receivable, net				369,767			344,210			320,452
	Parts and supplies inventory				18,499			18,577			17,444
	Prepaids and other current assets				40,135			32,015			32,207
	Current deferred tax assets				65,092			52,981			58,836
		Current assets			520,443			469,706			440,720
Non-current assets:
	Property, plant and equipment, net				128,766			132,685			133,546
	Intangible assets, net				16,075			15,758			148,205
	Non-current deferred tax assets				202,469			214,389			96,596
	Restricted long-term investments				41,810			47,285			40,608
	Other long-term assets				73,947			69,776			55,071
			Assets	$	983,510		$	949,599		$	914,746
LIABILITIES AND COMBINED EQUITY
Current liabilities:
	Accounts payable			$	55,818		$	50,915		$	50,182
	Accrued liabilities				171,645			166,784			146,179
	Current portion of long-term debt				5,846			7,565			8,270
		Current liabilities			233,309			225,264			204,631
	Long-term debt				5,651			7,915			15,787
	Other long-term liabilities				146,273			142,580			133,789
		Liabilities			385,233			375,759			354,207
Commitments and contingencies (notes 7, 9 and 10)
Laidlaw payable					202,042			186,778			22,416
Laidlaw investment					356,550			356,550			546,144
Retained earnings (deficit)					40,000			30,518			(6,831	)
Comprehensive loss					(315	)		(6	)		(1,190	)
		Combined equity			598,277			573,840			560,539
		Liabilities and combined equity		$	983,510		$	949,599		$	914,746

The accompanying notes are an integral part of these combined financial statements.

F-5

American Medical Response, Inc. and EmCare Holdings Inc.

(The Healthcare Transportation and Emergency Management Services

Businesses of Laidlaw International, Inc.)

Combined Statements of Operations and Comprehensive Income (Loss)

For the Five Months Ended January 31, 2005, for the Year Ended August 31, 2004, for the Three Months Ended August 31, 2003, for the Nine Months Ended May 31, 2003 (Predecessor) and for the Year Ended August 31, 2002 (Predecessor)

(dollars in thousands)

											Predecessor — as Restated
											See note 1
		Five						Three
		Months			Year			Months			Nine Months			Year
		Ended			Ended			Ended			Ended			Ended
		January 31,			August 31,			August 31,			May 31,			August 31,
		2005			2004			2003			2003			2002
Net revenue		$	696,179		$	1,604,598		$	384,461		$	1,103,335		$	1,415,786
Compensation and benefits			481,305			1,117,890			264,604			757,183			960,590
Operating expenses			94,882			218,277			55,212			163,447			219,321
Insurance expense			39,002			80,255			34,671			69,576			66,479
Selling, general and administrative expenses			21,635			47,899			12,017			37,867			61,455
Laidlaw fees and compensation charges			19,857			15,449			1,350			4,050			5,400
Depreciation and amortization expense			18,808			52,739			12,560			32,144			67,183
Impairment losses			—			—			—			—			262,780
Restructuring charges			—			2,115			1,449			1,288			3,777
Laidlaw reorganization costs			—			—			—			3,650			8,761
	Income (loss) from operations		20,690			69,974			2,598			34,130			(239,960	)
Interest expense			(5,644	)		(9,961	)		(908	)		(4,691	)		(6,418	)
Realized gain (loss) on investments			—			(1,140	)		90			—			—
Interest and other income			714			240			22			304			369
Fresh-start accounting adjustments			—			—			—			46,416			—
Income (loss) before income taxes and cumulative effect of change in accounting principle			15,760			59,113			1,802			76,159			(246,009	)
Income tax expense			(6,278	)		(21,764	)		(8,633	)		(829	)		(1,374	)
Income (loss) before cumulative effect of a change in accounting principle			9,482			37,349			(6,831	)		75,330			(247,383	)
Cumulative effect of a change in accounting principle			—			—			—			(223,721	)		—
Net income (loss)			9,482			37,349			(6,831	)		(148,391	)		(247,383	)
Other comprehensive income (loss), net of tax
	Unrealized holding gains (losses) during the period		(309	)		1,184			(1,190	)		603			116
Comprehensive income (loss)		$	9,173		$	38,533		$	(8,021	)	$	(147,788	)	$	(247,267	)

The accompanying notes are an integral part of these combined financial statements.

F-6

American Medical Response, Inc. and EmCare Holdings Inc.

(The Healthcare Transportation and Emergency Management Services

Businesses of Laidlaw International, Inc.)

Statements of Changes in Combined Equity

For the Five Months Ended January 31, 2005, for the Year Ended August 31, 2004, for the Three Months Ended August 31, 2003, for the Nine Months Ended May 31, 2003 (Predecessor) and for the Year Ended August 31, 2002 (Predecessor)

(dollars in thousands)

										Accumulated
							Retained			Other			Total
	Laidlaw			Laidlaw			Earnings			Comprehensive			Combined
	Payable			Investment			(Deficit)			Income (Loss)			Equity
Balances August 31, 2001 (Predecessor)	$	1,422,088		$	2,089,376		$	(2,437,836	)	$	—		$	1,073,628
Prior period adjustment — see note 1		—			—			(41,020	)		—			(41,020	)
Net loss		—			—			(247,383	)		—			(247,383	)
Payments made to Laidlaw, net		(24,823	)		—			—			—			(24,823	)
Unrealized holding gains		—			—			—			116			116
Balances August 31, 2002 (Predecessor) as restated — see note 1		1,397,265			2,089,376			(2,726,239	)		116			760,518
Net loss		—			—			(148,391	)		—			(148,391	)
Payments made to Laidlaw, net		(83	)		—			—			—			(83	)
Unrealized holding gains		—			—			—			603			603
Balances May 31, 2003 (Predecessor) as restated — see note 1	$	1,397,182		$	2,089,376		$	(2,874,630	)	$	719		$	612,647
Fresh-start balances June 1, 2003 as restated — see note 1	$	66,503		$	546,144		$	—		$	—		$	612,647
Net loss		—			—			(6,831	)		—			(6,831	)
Payments made to Laidlaw, net		(44,087	)		—			—			—			(44,087	)
Unrealized holding losses		—			—			—			(1,190	)		(1,190	)
Balances August 31, 2003, as restated — see note 1		22,416			546,144			(6,831	)		(1,190	)		560,539
Dividend to Laidlaw		200,000			(200,000	)		—			—			—
Net income		—			—			37,349			—			37,349
Fresh-start adjustments (note 1)		—			10,406			—			—			10,406
Payments made to Laidlaw, net		(35,638	)		—			—			—			(35,638	)
Unrealized holding gains		—			—			—			1,184			1,184
Balances August 31, 2004 as restated — see note 1		186,778			356,550			30,518			(6	)		573,840
Net income		—			—			9,482			—			9,482
Advances from Laidlaw, net		15,264			—			—			—			15,264
Unrealized holding losses		—			—			—			(309	)		(309	)
Balances January 31, 2005	$	202,042		$	356,550		$	40,000		$	(315	)	$	598,277

The accompanying notes are an integral part of these combined financial statements.

F-7

American Medical Response, Inc. and EmCare Holdings Inc.

(The Healthcare Transportation and Emergency Management Services

Businesses of Laidlaw International, Inc.)

Combined Statements of Cash Flows

For the Five Months Ended January 31, 2005, for the Year Ended August 31, 2004, for the Three Months Ended August 31, 2003, for the Nine Months Ended May 31, 2003 (Predecessor)

and for the Year Ended August 31, 2002 (Predecessor)

													Predecessor — as
													restated
													see note 1
				Five Months						Three Months			Nine Months
				Ended			Year Ended			Ended			Ended			Year Ended
				January 31,			August 31,			August 31,			May 31,			August 31,
				2005			2004			2003			2003			2002
				(dollars in thousands)									(dollars in thousands)
Cash Flows from Operating Activities
Net income (loss)				$	9,482		$	37,349		$	(6,831	)	$	(148,391	)	$	(247,383	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
	Depreciation and amortization				18,808			53,957			12,775			32,359			67,205
	Loss (gain) on disposal of property, plant and equipment				145			(446	)		(316	)		(349	)		(1,140	)
	Impairment charge				—			—			—			—			262,780
	Cumulative effect of a change in accounting principle (note 3)				—			—			—			223,721			—
	Non-cash allocated expenses (income)				—			(4,505	)		11,522			3,058			(8,094	)
	Restructuring charges				—			2,115			1,449			1,288			3,777
	Notes payable discount				213			132			50			218			422
	Loss (gain) on restricted investments				197			1,140			(90	)		—			—
	Deferred income taxes				6,278			21,899			(8,421	)		—			—
	Fresh-start accounting adjustments (note 1)				—			—			—			(46,416	)		—
	Changes in operating assets/liabilities (net of acquisitions):
		Trade and other accounts receivable			(26,057	)		(23,764	)		1,522			(14,049	)		21,352
		Parts and supplies inventory			78			(1,133	)		(517	)		233			(153	)
		Prepaids and other current assets			(269	)		5,892			3,700			(12,257	)		(10,345	)
		Accounts payable and accrued liabilities			3,046			17,322			3,553			(6,614	)		22,350
		Compliance and insurance accruals			4,045			20,402			12,520			31,312			46,575
		Restructuring charges and acquisition accruals			—			(2,681	)		(907	)		(5,344	)		(802	)
			Net cash provided by operating activities		15,966			127,679			30,009			58,769			156,544
Cash Flows from Investing Activities
Purchase of property, plant and equipment					(14,045	)		(42,787	)		(18,079	)		(34,768	)		(31,118	)
Purchase of business					(1,200	)		—			—			—			—
Proceeds from sale of business					1,300			—			—			—			—
Proceeds from sale of property, plant and equipment					175			858			341			624			2,549
Purchase of restricted cash and investments					(31,257	)		(64,357	)		(11,287	)		(66,266	)		(50,946	)
Proceeds from sale and maturity of restricted investments					35,960			46,389			12,530			36,748			32,215
Other investing activities					(79	)		6,814			1,359			(35,173	)		(10,047	)
Increase in Laidlaw insurance deposits					(12,521	)		(28,433	)		—			—			—
			Net cash used in investing activities		(21,667	)		(81,516	)		(15,136	)		(98,835	)		(57,347	)
Cash Flows from Financing Activities
Repayments of capital lease obligations and other debt					(3,992	)		(8,709	)		(1,851	)		(6,338	)		(17,817	)
Increase (decrease) in bank overdrafts					5,866			(4,544	)		8,675			(815	)		(1,134	)
Advances from (payments to) Laidlaw					8,982			(31,133	)		(55,609	)		(3,141	)		(16,729	)
Increase (decrease) in other non-current liabilities					—			(2,942	)		1,563			2,234			(386	)
			Net cash provided by (used in) financing activities		10,856			(47,328	)		(47,222	)		(8,060	)		(36,066	)
Increase (decrease) in cash and cash equivalents					5,155			(1,165	)		(32,349	)		(48,126	)		63,131
Cash and cash equivalents, beginning of period					9,476			10,641			42,990			91,116			27,985
Cash and cash equivalents, end of period				$	14,631		$	9,476		$	10,641		$	42,990		$	91,116

The accompanying notes are an integral part of these combined financial statements.

F-8

American Medical Response, Inc. & EmCare Holdings Inc.

(The Healthcare Transportation and Emergency Management Services

Businesses of Laidlaw International, Inc.)

Notes to Combined Financial Statements

(dollars in thousands)

1. General

Basis of Presentation of Financial Statements

      These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) to reflect the combined financial position, results of operations and cash flows of American Medical Response, Inc. and its subsidiaries (“AMR”) and EmCare Holdings Inc. and its subsidiaries (“EmCare”) (combined or each individually, the “Company”). These financial statements have been prepared in connection with the definitive sale agreement referred to in note 17 to reflect the businesses that were purchased. AMR and EmCare are indirect, wholly owned subsidiaries of Laidlaw International Inc., previously Laidlaw Inc. (“Laidlaw” or the “Parent”). The Company operates in two segments, AMR in the Healthcare Transportation Service business and EmCare in the Emergency Management Service business.

      AMR operates in 34 states, providing a full range of medical transportation services from basic patient transit to the most advanced emergency care and pre-hospital assistance. In addition, AMR operates emergency (911) call and response services for large and small communities all across the United States, offers medical staff for large entertainment venues like stadiums and arenas, and provides telephone triage, transportation dispatch and demand management services.

      EmCare provides outsourced business services to hospitals primarily for emergency departments, related urgent care centers and for certain inpatient departments for 313 hospitals in 38 states. EmCare recruits physicians, gathers their credentials, arranges contracts for their services, assists in monitoring their performance and arranges their scheduling. In addition, EmCare assists clients in such operational areas as staff coordination, quality assurance, departmental accreditation, billing, record-keeping, third-party payment programs, and other administrative services.

Restatement

      Accounts receivable allowance. The Company determined that because of an error in its reserving methodology, its accounts receivable allowances were understated at various balance sheet dates prior to and including the periods presented herein. As a result, AMR has recorded an adjustment of $50 million to increase the accounts receivable allowance as of May 31, 2003, of which $39 million reduces previously reported retained earnings (deficit) as of August 31, 2001. Adjustments were also required for the nine-month period ended May 31, 2003 and the year ended August 31, 2002, reflecting a reduction of net revenue and a corresponding increase in accounts receivable allowances of $8.0 million and $3.0 million, respectively. There were no further adjustments necessary subsequent to May 31, 2003. In addition, the Company made other adjustments related to certain deferred rent and leasehold amortization matters, reducing previously reported retained earnings (deficit) as of August 31, 2001 by $2.0 million and reducing earnings for the nine-month period ended May 31, 2003 by $0.1 million and for the year ended August 31, 2002 by $0.2 million.

      AMR adopted SFAS No. 142, Goodwill and Other Intangible Assets (“SFAS No. 142”), on September 1, 2002 and recorded a charge associated with a change in accounting principle based on a fair value assessment of goodwill. The impact of reducing the net accounts receivable balance prior to the assessment reduced the charge necessary upon adoption of SFAS No. 142 by $42 million. Effective June 1, 2003, the Company’s parent emerged from bankruptcy and applied fresh-start accounting. The impact of the correction made to the nine-month period ended May 31, 2003 increased the fresh-start income adjustment by $8.1 million.

F-9

American Medical Response, Inc. & EmCare Holdings Inc.

(The Healthcare Transportation and Emergency Management Services

Businesses of Laidlaw International, Inc.)

Notes to Combined Financial Statements — (Continued)

      Also as a part of applying fresh-start accounting, the Company adjusted its assets and liabilities to fair value. As a result of the restatement which reduced net assets by $52.3 million, as discussed above, the Company allocated $52.3 million to goodwill at June 1, 2003 as the reorganization value exceeded the fair value of the assets and liabilities. See “— Chapter 11 Reorganization — Laidlaw”, below, for further information.

      As a result of these corrections, as of May 31, 2003, deferred tax assets of $20.3 million have been recorded with a corresponding full valuation allowance. In fiscal 2004, AMR had reversed all of its valuation allowance, which reversal now includes the valuation allowance referred to above. In accordance with fresh-start accounting, the reversal of valuation allowances first reduces intangible assets to zero, and then any excess is credited to the Laidlaw investment in the Statement of Changes in Combined Equity. As a result of the increased goodwill of $52.3 million and the release of the valuation allowance of $20.3 million discussed above, the Company reduced its previously recorded credit to Laidlaw investment by $32.0 million. See note 5 for further information.

      Following is a summary of the effects of these changes on the Company’s Combined Balance Sheet as of August 31, 2004 and 2003 and Combined Statements of Operations for the nine months ended May 31, 2003 and for the fiscal year ended August 31, 2002. Correcting for the error did not require adjustment to total net cash flows provided by operating activities, net cash flows used in investing activities, or net cash flows provided by (used in) financing activities.

Combined Balance Sheets

	As Previously					As
	Reported		Adjustments			Restated
August 31, 2004
Trade and other accounts receivable, net	$	394,210	$	(50,000	)	$	344,210
Current deferred tax assets		33,935		19,046			52,981
Current assets		500,660		(30,954	)		469,706
Property, plant & equipment		133,362		(677	)		132,685
Non-current deferred tax assets		213,127		1,262			214,389
Assets		979,968		(30,369	)		949,599
Other long-term liabilities		140,897		1,683			142,580
Liabilities		374,076		1,683			375,759
Laidlaw investment		388,602		(32,052	)		356,550
Combined equity		605,892		(32,052	)		573,840
Liabilities and combined equity		979,968		(30,369	)		949,599
August 31, 2003
Trade and other accounts receivable, net		370,452		(50,000	)		320,452
Current assets		490,720		(50,000	)		440,720
Property, plant & equipment		134,223		(677	)		133,546
Intangible assets, net		95,845		52,360			148,205
Assets		913,063		1,683			914,746
Other long-term liabilities		132,106		1,683			133,789
Liabilities		352,524		1,683			354,207
Liabilities and combined equity	$	913,063	$	1,683		$	914,746

F-10

American Medical Response, Inc. & EmCare Holdings Inc.

(The Healthcare Transportation and Emergency Management Services

Businesses of Laidlaw International, Inc.)

Notes to Combined Financial Statements — (Continued)

Combined Statements of Operations and Comprehensive Income (Loss)

	As Previously						As
	Reported			Adjustments			Restated
Nine months ended May 31, 2003 (predecessor)
Net revenue	$	1,111,335		$	(8,000	)	$	1,103,335
Operating expenses		163,293			154			163,447
Depreciation and amortization expense		32,156			(12	)		32,144
Income (loss) from operations		42,272			(8,142	)		34,130
Fresh-start accounting adjustments		38,274			8,142			46,416
Cumulative effect of a change in accounting principle		(267,939	)		44,218			(223,721	)
Net income (loss)		(192,609	)		44,218			(148,391	)
Comprehensive income (loss)		(192,006	)		44,218			(147,788	)
Year ended August 31, 2002 (predecessor)
Net revenue		1,418,786			(3,000	)		1,415,786
Operating expenses		219,121			200			219,321
Depreciation and amortization expense		67,185			(2	)		67,183
Income (loss) from operations		(236,762	)		(3,198	)		(239,960	)
Income (loss) before income taxes and cumulative effect of a change in accounting principle		(242,811	)		(3,198	)		(246,009	)
Income (loss) before cumulative effect of a change in accounting principle		(244,185	)		(3,198	)		(247,383	)
Net income (loss)		(244,185	)		(3,198	)		(247,383	)
Comprehensive income (loss)	$	(244,069	)	$	(3,198	)	$	(247,267	)

Chapter 11 Reorganization — Laidlaw

      On June 28, 2001, Laidlaw and certain of its affiliates filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code. During the pendency of the Chapter 11 case, Laidlaw continued to operate its businesses in accordance with the applicable provisions of the Bankruptcy Code. Although subsidiaries of Laidlaw, neither AMR nor EmCare filed for reorganization under Chapter 11 of the Bankruptcy Code.

      Laidlaw emerged from bankruptcy protection during fiscal 2003, and on June 1, 2003 adopted Statement of Position 90-7, “Financial Reporting by Entities in Reorganization Under the Bankruptcy Code” (SOP 90-7), applying fresh-start accounting to its balance sheet as of the close of business on May 31, 2003. In accordance with the principles of fresh-start accounting, Laidlaw determined the reorganization value of its individual business units and adjusted their assets and liabilities to estimated fair values as of May 31, 2003. On May 31, 2003, Laidlaw applied “push-down” accounting and allocated to the Company its share of reorganization value aggregating $939.9 million. Reorganization value, as defined in SOP 90-7, is the amount that approximates the fair value of the assets of an entity before considering liabilities. The reorganization value allocated to the Company was based on the consideration of factors such as the industries in which the Company operates, the general economic conditions that impact the health care industry, and application of certain valuation methods, including a discounted cash flow analysis, an analysis of comparable publicly traded company multiples and a comparable acquisitions analysis. The net effect of all fresh-start accounting

F-11

American Medical Response, Inc. & EmCare Holdings Inc.

(The Healthcare Transportation and Emergency Management Services

Businesses of Laidlaw International, Inc.)

Notes to Combined Financial Statements — (Continued)

adjustments pushed down to the Company resulted in additional income of $46.4 million, which is reflected as an adjustment to the financial results for the period from September 1, 2002 through May 31, 2003.

      As a result of the application of push-down accounting, the Company’s balance sheet as of the close of business May 31, 2003 and financial statements for periods beginning on June 1, 2003, referred to as “Successor Company”, may not be comparable with its financial statements for periods before June 1, 2003, referred to as Predecessor Company” because they are, in effect, those reflecting the application of a new basis of accounting. The balances below have been adjusted for the restatement described above. As a result, trade receivables, property plant and equipment, intangible assets and other long-term liabilities changed by $(50) million, $(0.6) million, $44.2 million and $1.6 million, respectively, in the Predecessor and Successor columns. Retained earnings (deficit) increased by $8.1 million in the Predecessor fair value adjustment column and the adjustment to intangible fair value decreased by $8.1 million. The effects of fresh-start reporting on the Company’s combined balance sheet as of the close of business May 31, 2003 are as follows:

			Restated
			Predecessor			Fair Value			Successor
			Company			Adjustments			Company
Assets
Current assets:
	Cash and cash equivalents		$	42,990		$	—		$	42,990
	Restricted cash and cash equivalents			1,154			—			1,154
	Trade and other accounts receivable, net			321,974			—			321,974
	Parts and supplies inventory			16,927			—			16,927
	Other current assets			35,907			—			35,907
	Current deferred tax assets			—	(c)		72,493			72,493
		Current assets		418,952			72,493			491,445
Property, plant, and equipment, net				130,212	(a)		(4,683	)		125,529
Intangible assets, net				230,222	(b)		(79,843	)		150,379
Non-current deferred tax assets				—	(c)		73,918			73,918
Restricted long-term investments — trust				43,764			—			43,764
Other long-term assets				56,596			—			56,596
		Assets	$	879,746		$	61,885		$	941,631

F-12

American Medical Response, Inc. & EmCare Holdings Inc.

(The Healthcare Transportation and Emergency Management Services

Businesses of Laidlaw International, Inc.)

Notes to Combined Financial Statements — (Continued)

			Restated
			Predecessor			Fair Value			Successor
			Company			Adjustments			Company
Liabilities and Combined Equity
Current liabilities:
	Accounts payable		$	40,156		$	—		$	40,156
	Accrued liabilities			140,777	(d)		1,000			141,777
	Current portion of long-term debt			8,807			—			8,807
		Current liabilities		189,740			1,000			190,740
Long-term debt				17,052			—			17,052
Other long-term liabilities				106,723	(e)		14,469			121,192
		Liabilities		313,515			15,469			328,984
Laidlaw payable				59,355	(f)		7,148			66,503
Laidlaw investment				3,419,470	(f)		(2,873,326	)		546,144
Retained earnings (deficit)				(2,913,313	)  (f)		2,913,313			—
Comprehensive income				719	(f)		(719	)		—
	Combined equity			566,231			46,416			612,647
		Liabilities and combined equity	$	879,746		$	61,885		$	941,631

(a)	Adjusts property, plant and equipment to reflect the estimated fair value of the assets based on independent appraisals.
(b)	Eliminates the Predecessor Company’s historic goodwill, records identifiable intangible assets at estimated fair value based upon independent appraisals and records the remaining reorganization value to goodwill.
(c)	Records the net deferred income tax assets of the Company.
(d)	Records the operating leases at their estimated fair value based on independent valuations and the current borrowing rate of the Company.
(e)	Adjusts the Company’s insurance reserves to their estimated fair value.
(f)	Reflects the elimination of the accumulated deficit and comprehensive income and establishes the payable account to Laidlaw.

2. Summary of Significant Accounting Policies

Combination

      The combined financial statements include the accounts of the Company or of the Predecessor Company consolidated with all of their respective subsidiaries. All significant intracompany transactions are eliminated.

Use of Estimates

      The preparation of financial statements in accordance with GAAP requires the Company to make estimates and assumptions that affect reported amounts of assets, liabilities, revenue and expenses, and disclosure of contingencies. Future events could alter such estimates.

Cash and Cash Equivalents

      Cash and cash equivalents are composed of highly liquid investments with an original maturity of three months or less and are recorded at market value.

      At January 31, 2005 and August 31, 2004 and 2003, bank overdrafts of $22.0 million, $16.1 million and $20.6 million, respectively, were included in accounts payable on the accompanying combined balance sheets.

F-13

American Medical Response, Inc. & EmCare Holdings Inc.

(The Healthcare Transportation and Emergency Management Services

Businesses of Laidlaw International, Inc.)

Notes to Combined Financial Statements — (Continued)

Restricted Cash and Cash Equivalents

      Restricted cash and cash equivalents include short-term investments that are part of the portfolio of the Company’s captive insurance arrangement. These investments are highly liquid and have original maturities of three months or less. These assets are used to support the current portion of claim liabilities under the captive arrangement.

Restricted Marketable Securities

      Marketable securities were pledged as collateral against the Company’s claim liabilities under the captive insurance arrangement. Restricted marketable securities are income-yielding securities that can be converted readily into cash and include commercial paper, corporate and foreign notes and bonds, and U.S. Treasury and agency obligations. Such securities are stated at market value and are classified as available-for-sale under Financial Accounting Standards Board Statement of Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities (“SFAS No. 115”), with unrealized gains and losses reported, net of tax, in other comprehensive income as a component of combined equity.

Trade and Other Accounts Receivable, net

      The Company determines its allowances based on payor reimbursement schedules, historical write-off experience and other economic data. The allowances for contractual discounts and uncompensated care are reviewed monthly. Account balances are charged off against the uncompensated care allowance when it is probable the receivable will not be recovered. Write-offs to the contractual allowance occur when payment is received. The allowance for uncompensated care is related principally to receivables recorded for self-pay patients.

				August 31,
		January 31,
		2005		2004		2003
Accounts receivable, net
AMR		$	229,798	$	210,177	$	196,473
EmCare			139,969		134,033		123,979
	Total	$	369,767	$	344,210	$	320,452
Accounts receivable allowances
AMR
Allowance for contractual discounts		$	126,771	$	103,412	$	89,856
Allowance for uncompensated care			124,699		111,766		104,833
	Total	$	251,470	$	215,178	$	194,689
EmCare
Allowance for contractual discounts		$	188,092	$	168,060	$	168,912
Allowance for uncompensated care			556,605		499,512		382,757
	Total	$	744,697	$	667,572	$	551,669

      The increase in the allowances and provisions for contractual discounts and uncompensated care is primarily a result of increases in the Company’s gross fee-for-service rate schedules. These gross fee schedules, including any changes to existing fee schedules, generally are negotiated with various contracting entities, including municipalities and facilities. Fee schedule increases are billed to all revenue and all payors under that specific contract; however, reimbursement in the case of certain state and federal payors, including

F-14

American Medical Response, Inc. & EmCare Holdings Inc.

(The Healthcare Transportation and Emergency Management Services

Businesses of Laidlaw International, Inc.)

Notes to Combined Financial Statements — (Continued)

Medicare and Medicaid, will not change as a result of the contract change. In certain cases, this results in a higher level of contractual and uncompensated care provisions and allowances, requiring a higher percentage of contractual discount and uncompensated care provisions compared to gross charges.

      The allowance for uncompensated care at EmCare includes accounts that have been sent to collection agencies and are listed as delinquent within the billing system. These accounts are fully reserved at each balance sheet date and total $254.2 million, $218.6 million and $150.3 million at January 31, 2005, August 31, 2004 and August 31, 2003, respectively.

Parts and Supplies Inventory

      Parts and supplies inventory is valued at cost, determined on a first-in, first-out basis. Durable medical supplies, including stretchers, oximeters and other miscellaneous items, are capitalized as inventory and expensed as used.

Property, Plant and Equipment, net

      Property, plant and equipment were reflected at their fair values as of June 1, 2003. Additions to property, plant and equipment subsequent to this date are recorded at cost. Maintenance and repairs that do not extend the useful life of the property are charged to expense as incurred. Gains and losses from dispositions of property, plant and equipment are recorded in the period incurred. Depreciation of property, plant and equipment is provided substantially on a straight-line basis over their estimated useful lives, which are as follows:

Buildings	35 to 40 years
Leasehold improvements	Shorter of expected life or life of lease
Vehicles	5 to 7 years
Computer hardware and software	3 to 5 years
Other	3 to 10 years

Goodwill

      The Predecessor Company adopted SFAS No. 142 on September 1, 2002. SFAS No. 142 requires that any goodwill recorded in connection with an acquisition consummated on or after July 1, 2001 not be amortized, and instead requiring a periodic assessment of recoverability utilizing a fair value measurement. In connection with the adoption of this standard, the Predecessor Company impaired $223.7 million of restated goodwill, which is included in the accompanying combined financial statements for the nine months ended

F-15

American Medical Response, Inc. & EmCare Holdings Inc.

(The Healthcare Transportation and Emergency Management Services

Businesses of Laidlaw International, Inc.)

Notes to Combined Financial Statements — (Continued)

May 31, 2003, as a cumulative effect of a change in accounting principle. Recording this change had no tax-related benefit or expense. Goodwill balances are as follows:

		Restated
Predecessor Company:
	Balance on August 31, 2002	$	453,943
	Impairment loss under SFAS No. 142, September 1, 2002		(223,721	)
	Balance on May 31, 2003	$	230,222
Successor Company:
	Fresh-start adjustment	$	(177,862	)
	Balance on June 1, 2003 and August 31, 2003		52,360
	Deferred tax valuation adjustment, August 31, 2004		(52,360	)
	Balance on August 31, 2004 and January 31, 2005	$	—

      Had the change in the accounting policy for amortizing goodwill been in effect in the prior year, the Predecessor Company’s income (loss) before cumulative effect of a change in accounting principle for the year ended August 31, 2002 would have been ($226.0) million compared to ($247.4) million as originally recorded. There would have been no changes to the results recorded for the five months ended January 31, 2005, the year ended August 31, 2004, the three months ended August 31, 2003 or the Predecessor Company nine months ended May 31, 2003.

Impairment of Long-lived Assets other than Goodwill and Other Indefinite Lived Intangibles

      Long-lived assets other than goodwill and other indefinite lived intangibles are assessed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Important factors which could trigger impairment review include significant underperformance relative to historical or projected future operating results, significant changes in the use of the acquired assets or the strategy for the overall business, and significant negative industry or economic trends. If indicators of impairment are present, management evaluates the carrying value of long-lived assets other than goodwill and other indefinite lived intangibles in relation to the projection of future undiscounted cash flows of the underlying business. Projected cash flows are based on historical results adjusted to reflect management’s best estimate of future market and operating conditions, which may differ from actual cash flows.

Contract Value

      At January 31, 2005, August 31, 2004 and 2003, the Company’s contracts and customer relationships, recorded as part of fresh-start push-down accounting, represent the amortized fair value of such assets held by the Company at June 1, 2003. Contract Assets are amortized on a straight-line basis over the average length of the contracts and the expected contract renewal period of 10 years. In accordance with the provisions of fresh-start accounting, the reversal of the income tax valuation allowance resulted in a reduction in certain Contract Assets at August 31, 2004 (note 5).

Radio Frequencies

      The radio frequency licenses, recorded as part of push-down accounting and included in net intangible assets on the accompanying combined balance sheet, total $4.0 million at August 31, 2003 and are considered to be indefinite lived intangible assets. As such, they are not amortized. The radio frequency licenses are reviewed for impairment on an annual basis. In accordance with the provisions of fresh-start accounting, the

F-16

American Medical Response, Inc. & EmCare Holdings Inc.

(The Healthcare Transportation and Emergency Management Services

Businesses of Laidlaw International, Inc.)

Notes to Combined Financial Statements — (Continued)

reversal of the income tax valuation allowance resulted in the radio frequency asset being reduced to zero at August 31, 2004 (note 5).

Restricted Long-Term Investments

      Restricted long-term investments include investments that are part of the portfolio of the Company’s captive insurance subsidiary. In accordance with SFAS No. 115, the Company determines the classification of securities as held-to-maturity or available-for-sale at the time of purchase and re-evaluates such designation at each balance sheet date. Securities are classified as held-to-maturity when the Company has the positive intent and ability to hold securities to maturity. Held-to-maturity securities are stated at cost, adjusted for amortization of premiums and discounts to maturity. Investments not classified as held-to-maturity are classified as available-for-sale. Available-for-sale securities are carried at fair value, with unrealized gains and losses reported as a separate component of equity. The cost of securities sold is based on the specific identification method. Restricted long-term investments are available-for-sale.

      These investments are used to support the Company’s self-insurance program. The investments are comprised principally of government securities and investment grade debt securities.

Other Long-Term Liabilities

      Long-term portions of insurance reserves, acquisition-related liabilities and other liabilities are classified as other long-term liabilities.

Contractual Arrangements

      EmCare structures its contractual arrangements for emergency department management services in various ways. In most states, a wholly-owned subsidiary of EmCare (“EmCare Subsidiary”) contracts with hospitals to provide emergency department management services. The EmCare Subsidiary enters into an agreement (“PA Management Agreement”) with a professional association or professional corporation (“PA”), whereby the EmCare Subsidiary provides the PA with management services, and the PA agrees to provide physician services for the hospital contract. The PA employs physicians directly or subcontracts with another entity for the physician services. In certain states, the PA contracts directly with the hospital, but provides physician services and obtains management services in the same manner as described above. In all arrangements, decisions regarding patient care are made exclusively by the physicians. In consideration for these services, the EmCare Subsidiary receives a monthly fee that may be adjusted from time to time to reflect industry practice, business conditions, and actual expenses for administrative costs and uncollectible accounts. In most states, these fees approximate the excess of the PA’s revenues over its expenses.

      Each PA is wholly-owned by a physician who enters into a Stock Transfer and Option Agreement with EmCare. This agreement gives EmCare the right to replace the physician owner with another physician in accordance with the terms of the agreement.

      Historically, EmCare had determined that these management contracts met Emerging Issues Task Force 97-2, Application of FASB Statement No. 94 and APB Opinion No. 16 to Physician Practice Entities, requirements for consolidation. Upon adoption of FIN 46(R), Consolidation of Variable Interest Entities, the Company concluded that these management contracts resulted in a variable interest in the PAs and that the Company is the primary beneficiary. Accordingly, the consolidated financial statements of EmCare and these combined financial statements include the accounts of EmCare and its subsidiaries and the PAs. The financial statements of the PAs are consolidated with EmCare and its subsidiaries because EmCare has ultimate control over the assets and business operations of the PAs as described above. Notwithstanding the lack of technical

F-17

American Medical Response, Inc. & EmCare Holdings Inc.

(The Healthcare Transportation and Emergency Management Services

Businesses of Laidlaw International, Inc.)

Notes to Combined Financial Statements — (Continued)

majority ownership, consolidation of the PAs is necessary to present fairly the financial position and results of operations of EmCare because of the existence of a control relationship by means other than record ownership of the PAs’ voting stock. Control of a PA by EmCare is perpetual and other than temporary because EmCare may replace the physician owner of the PA at any time and thereby continue EmCare’s relationship with the PA.

Financial Instruments and Concentration of Credit Risk

      The Company’s cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities (other than current portion of self-insurance estimates), long-term debt and long-term liabilities (other than self-insurance estimates) constitute financial instruments. Based on management’s estimates, the carrying value of the Company’s cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities (other than current portion of self-insurance estimates), long-term debt and long-term liabilities (other than self-insurance estimates) approximates their fair value as of January 31, 2005 and August 31, 2004 and 2003. Concentration of credit risks in accounts receivable is limited, due to the large number of customers comprising the Company’s customer base throughout the United States. A significant component of the Company’s revenue is derived from Medicare and Medicaid. Given that these are government programs, the credit risk for these customers is considered low. The Company performs ongoing credit evaluations of its other customers, but does not require collateral to support customer accounts receivable. The Company establishes an allowance for uncompensated care based on the credit risk applicable to particular customers, historical trends and other relevant information. For each of the periods presented, the Company derived approximately 35% of its net revenue from Medicare and Medicaid, 60% from insurance providers and contracted payors, and 5% directly from patients.

Revenue Recognition

      Revenue is recognized at the time of service and is recorded net of provisions for contractual discounts and estimated uncompensated care. Provisions for contractual discounts and estimated uncompensated care by segment, as a percentage of gross revenue, are as follows:

							Predecessor
	Five Months				Three Months		Nine Months
	Ended		Year Ended		Ended		Ended		Year Ended
	January 31,		August 31,		August 31,		May 31,		August 31,
	2005		2004		2003		2003		2002
AMR
Gross revenue		100%		100%		100%		100%		100%
Provision for contractual discounts		35%		35%		30%		30%		26%
Provision for uncompensated care		14%		14%		16%		15%		16%
EmCare
Gross revenue		100%		100%		100%		100%		100%
Provision for contractual discounts		42%		41%		40%		40%		38%
Provision for uncompensated care		25%		24%		24%		23%		23%
Total
Gross revenue		100%		100%		100%		100%		100%
Provision for contractual discounts		39%		37%		35%		34%		31%
Provision for uncompensated care		19%		18%		19%		18%		19%

      Healthcare reimbursement is complex and may involve lengthy delays. Third-party payors are continuing their efforts to control expenditures for healthcare, including proposals to revise reimbursement policies. The

F-18

American Medical Response, Inc. & EmCare Holdings Inc.

(The Healthcare Transportation and Emergency Management Services

Businesses of Laidlaw International, Inc.)

Notes to Combined Financial Statements — (Continued)

Company has from time to time experienced delays in reimbursement from third-party payors. In addition, third-party payors may disallow, in whole or in part, claims for reimbursement based on determinations that certain amounts are not reimbursable under plan coverage, determinations of medical necessity, or the need for additional information. Laws and regulations governing the Medicare and Medicaid programs are very complex and subject to interpretation. As a result, there is a reasonable possibility that recorded estimates will change materially in the short-term. Retroactive adjustments may change the amounts realized from third-party payors and are considered in the recognition of revenue on an estimated basis in the period the related services are rendered. Such amounts are adjusted in future periods, as adjustments become known.

      Subsidies and fees in connection with community contracts are recognized ratably over the service period the payment covers.

      The Company also provides services to patients who have no insurance or other third-party payor coverage. In certain circumstances, federal law requires providers to render services to any patient who requires emergency care regardless of their ability to pay.

Income Taxes

      The Company accounts for income taxes under SFAS 109. Deferred income taxes reflect the impact of temporary differences between the reported amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws and regulations. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. A valuation allowance is provided for deferred tax assets when management concludes it is more likely than not that some portion of the deferred tax assets will not be recognized.

      AMR and EmCare are included in the consolidated U.S. income tax return with other Laidlaw U.S. subsidiaries. The tax allocation agreement calculates tax liability on a separate company basis and provides for reimbursement or payment for utilization of carryovers among members of the group. Consequently, AMR and EmCare only receive the benefits of net operating loss and interest carryforwards to the extent utilized in Laidlaw’s consolidated return. Costs related to income taxes are included as payable to or receivable from Laidlaw.

Recent Accounting Pronouncements

      In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement No. 123 (revised 2004), “Share-Based Payment.” This Statement is a revision of FASB Statement No. 123, “Accounting for Stock-Based Compensation” and is effective as of the beginning of the first interim or annual reporting period that begins after June 15, 2005. The Statement requires public companies to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The Company anticipates that the adoption of this Statement will not have a material impact on its financial statements.

F-19

American Medical Response, Inc. & EmCare Holdings Inc.

(The Healthcare Transportation and Emergency Management Services

Businesses of Laidlaw International, Inc.)

Notes to Combined Financial Statements — (Continued)

3. Property, Plant and Equipment, net

      Property, plant and equipment, net consisted of the following at January 31, 2005 and August 31, 2004 and 2003:

				Restated
	2005			2004			2003
Land	$	2,079		$	2,079		$	2,079
Building and leasehold improvements		14,293			14,147			11,670
Vehicles		91,114			85,172			65,163
Computer hardware and software		42,006			35,585			29,290
Other		46,891			45,622			32,130
		196,383			182,605			140,332
Less: accumulated depreciation		(67,617	)		(49,920	)		(6,786	)
Property, plant and equipment, net	$	128,766		$	132,685		$	133,546

      Vehicles include certain vehicles held under capital leases with a net book value of $11.7 million, $13.9 million and $19.0 million at January 31, 2005 and August 31, 2004 and 2003, respectively. Accumulated depreciation and amortization at January 31, 2005 and August 31, 2004 and 2003 includes $8.4 million, $6.3 million and $1.3 million, respectively, relating to such vehicles. Depreciation expense was $18.0 million for the five months ended January 31, 2005, $43.2 million for the year ended August 31, 2004, $10.2 million for the three months ended August 31, 2003, $32.2 million for the nine months ended May 31, 2003 and $45.7 million for the year ended August 31, 2002.

4. Intangible Assets, net

      Intangible assets, net consisted of the following at January 31, 2005 and August 31, 2004 and 2003:

							Restated
	2005			2004			2003
Goodwill	$	—		$	—		$	52,360
Contract value		22,544			22,106			94,177
Radio frequencies		—			—			4,000
Covenant not to compete		250			—			19
		22,794			22,106			150,556
Less: accumulated amortization		(6,719	)		(6,348	)		(2,351	)
Intangible assets, net	$	16,075		$	15,758		$	148,205

      Amortization expense of intangible assets was $0.8 million for the five months ended January 31, 2005, $9.5 million for the year ended August 31, 2004 and $2.4 million for the three months ended August 31, 2003, $0 for the nine months ended May 31, 2003 and $21.4 million for the year ended August 31, 2002. Covenants and the contract value are amortized over a life of 10 years. As a result of the reversal of the separate company tax valuation allowance as of August 31, 2004 under fresh-start accounting, AMR reduced its intangible assets to zero and EmCare reduced its intangible assets to $15.8 million. Estimated annual amortization over each of the next five years is approximately $2.2 million.

F-20

American Medical Response, Inc. & EmCare Holdings Inc.

(The Healthcare Transportation and Emergency Management Services

Businesses of Laidlaw International, Inc.)

Notes to Combined Financial Statements — (Continued)

5. Income Taxes

      Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred taxes were as follows at January 31, 2005 and August 31, 2004 and 2003:

					Restated
		2005			2004			2003
Deferred tax assets:
	Accounts receivable	$	38,817		$	34,726		$	54,447
	Accrued liabilities		58,508			56,803			62,120
	Intangible assets		42,732			46,047			24,311
	Interest carryforwards		84,590			85,188			84,474
	Net operating loss carryforwards		54,565			55,055			94,576
			279,212			277,819			319,928
Deferred tax liabilities:
	Excess of tax over book depreciation		(11,651	)		(10,449	)		(8,544	)
Net deferred tax assets			267,561			267,370			311,384
Valuation allowance			—			—			(155,952	)
Net deferred tax assets		$	267,561		$	267,370		$	155,432

      The Company has significant net deferred tax assets resulting from net operating loss (“NOL”) and interest deduction carryforwards and other deductible temporary differences that will reduce taxable income in future periods. SFAS No. 109 “Accounting for Income Taxes” requires that a valuation allowance be established when it is “more likely than not” that all, or a portion, of net deferred tax assets will not be realized. A review of all available positive and negative evidence needs to be considered, including expected reversals of significant deductible temporary differences, a company’s recent financial performance, the market environment in which a company operates, tax planning strategies and the length of NOL and interest deduction carryforward periods. Furthermore, the weight given to the potential effect of negative and positive evidence should be commensurate with the extent to which it can be objectively verified.

      At the fresh-start accounting date, May 31, 2003, the Company recorded a valuation allowance of $156.0 million, based on the criteria required under SFAS No. 109 discussed above. During fiscal 2004, write-offs of net operating loss carryforwards and realization of other assets reduced the valuation allowance by $48.2 million. As a result of the Company’s improved financial performance during fiscal 2004, management reduced the deferred tax valuation allowance by an additional $107.8 million during the year ended August 31, 2004. As required under fresh-start accounting, this change also resulted in a reduction in intangible assets and goodwill and an increase in Laidlaw equity of AMR.

      The Company has interest carryovers of $222.6 million at January 31, 2005 limited by Internal Revenue Code Section 163(j) without expiration, and federal net operating loss carryforwards of $143.7 million which expire in the years 2005 to 2024. The interest carryovers and $134.0 million of the net operating loss carryforwards are subject to Laidlaw’s annual Section 382 limitation of $58 million.

      In connection with the sale described in note 17, the value of deferred tax assets and liabilities will be adjusted.

F-21

American Medical Response, Inc. & EmCare Holdings Inc.

(The Healthcare Transportation and Emergency Management Services

Businesses of Laidlaw International, Inc.)

Notes to Combined Financial Statements — (Continued)

      The components of income tax benefit (expense) were as follows:

										Predecessor
		Five Months		Year			Three Months			Nine Months		Year
		Ended		Ended			Ended			Ended		Ended
		January 31,		August 31,			August 31,			May 31,		August 31,
		2005		2004			2003			2003		2002
Current tax expense
State		$	—	$	559		$	(162	)	$	829	$	1,374
Federal			—		(694	)		17,216			—		—
	Total		—		(135	)		17,054			829		1,374
Deferred tax expense
State			762		2,496			(76	)		—		—
Federal			5,516		19,403			(8,345	)		—		—
	Total		6,278		21,899			(8,421	)		—		—
Total tax expense
State			762		3,055			(238	)		829		1,374
Federal			5,516		18,709			8,871			—		—
	Total	$	6,278	$	21,764		$	8,633		$	829	$	1,374

      A reconciliation of the provision (benefit) for income taxes at the federal statutory rate compared to the Company’s effective tax rate is as follows:

											As Restated
											Predecessor
			Five Months		Year			Three Months			Nine Months			Year
			Ended		Ended			Ended			Ended			Ended
			January 31,		August 31,			August 31,			May 31,			August 31,
			2005		2004			2003			2003			2002
Income tax expense (benefit) at the statutory rate			$	5,516	$	20,690		$	631		$	26,656		$	(86,103	)
Decrease(increase) in income taxes resulting from:
	State taxes, net of federal			495		1,986			(155	)		539			893
	Goodwill amortization/impairment			—		—			—			—			76,517
	Fresh start accounting adjustments			—		—			—			(16,246	)		—
	Parent Company allocations			—		(1,577	)		7,990			(2,826	)		(40,377	)
	Change in valuation allowance			—		—			—			(7,607	)		50,158
	Other			267		665			167			313			286
		Provision for income taxes	$	6,278	$	21,764		$	8,633		$	829		$	1,374

F-22

American Medical Response, Inc. & EmCare Holdings Inc.

(The Healthcare Transportation and Emergency Management Services

Businesses of Laidlaw International, Inc.)

Notes to Combined Financial Statements — (Continued)

6. Accrued Liabilities

      Accrued liabilities were as follows at January 31, 2005 and August 31, 2004 and 2003:

	2005		2004		2003
Accrued wages and benefits	$	53,231	$	65,757	$	56,960
Accrued paid time off		20,141		19,828		16,896
Current portion of self-insurance reserve		41,283		36,384		28,206
Accrued restructuring		1,118		1,611		3,088
Current portion of compliance and legal		3,607		5,660		8,056
Accrued billing and collection fees		3,522		3,466		3,300
Accrued profit sharing		23,802		7,566		6,552
Other		24,941		26,512		23,121
Total accrued liabilities	$	171,645	$	166,784	$	146,179

7. Long-term Debt

      Long-term debt consisted of the following at January 31, 2005 and August 31, 2004 and 2003:

	2005			2004			2003
Notes due at various dates from 2004 to 2022 with interest rates from 6% to 10%	$	1,219		$	2,959		$	6,478
Mortgage loan due 2010 with an interest rate of 7%		2,168			2,190			2,242
Capital lease obligations due at various dates from 2006 to 2007 (note 10)		8,110			10,331			15,337
		11,497			15,480			24,057
Less current portion		(5,846	)		(7,565	)		(8,270	)
Total long-term debt	$	5,651		$	7,915		$	15,787

      The aggregate amount of minimum payments (deposit refunds) required on long-term debt in each of the years indicated is as follows:

Year ending January 31,
2006	$	5,846
2007		3,771
2008		(878	)
2009		121
2010		108
Thereafter		2,529
	$	11,497

F-23

American Medical Response, Inc. & EmCare Holdings Inc.

(The Healthcare Transportation and Emergency Management Services

Businesses of Laidlaw International, Inc.)

Notes to Combined Financial Statements — (Continued)

8. Restructuring Charges and Impairment Losses

      The activity in the accrued restructuring balance is as follows:

	2002 Plan									2003 Plan			2004 Plan
	Severance			Lease			Total			Severance			Severance			Total
Incurred	$	1,517		$	2,260		$	3,777								$	3,777
Paid		(456	)		(149	)		(605	)								(605	)
August 31, 2002		1,061			2,111			3,172									3,172
Incurred April 2003		—			—			—		$	1,288						1,288
Incurred August 2003		—			—			—			1,449						1,449
Paid		(559	)		(561	)		(1,120	)		(1,701	)					(2,821	)
August 31, 2003		502			1,550			2,052			1,036						3,088
Incurred		—			—			—			—		$	2,115			2,115
Paid		(502	)		(566	)		(1,068	)		(1,036	)		(1,488	)		(3,592	)
August 31, 2004		—			984			984			—			627			1,611
Incurred		—			—			—			—			—			—
Paid		—			(238	)		(238	)		—			(255	)		(493	)
January 31, 2005	$	—		$	746		$	746		$	—		$	372		$	1,118

Restructuring Plans

      During fiscal year 2004, AMR was re-aligned into three geographic regions. The billing centers and operating units within the four original AMR regions were shifted to create the new structure and the administrative office of the former South-Central region was closed. The functions previously performed by this group were distributed to the remaining regions. This restructuring plan is expected to be completed by December 2005.

      During fiscal year 2003, AMR’s Northern Pacific Region re-aligned the management structure of its operations. The first phase occurred in April 2003 and the second and final phase occurred in August 2003.

      During fiscal year 2002, in an effort to eliminate the differences in size among regions, AMR was re-aligned into four geographic regions. The operating units within the five original regions were shifted to create the new structure and the administrative offices of the former South region and one billing center were closed. National Products and Services was also closed. The functions previously performed by this group were distributed to the remaining regions and the corporate office. This restructuring plan is expected to be completed by December 2008.

2002 Impairment Losses

      During fiscal year 2002, AMR incurred an impairment charge of $262.8 million, including $254.9 goodwill impairment and $7.9 million property, plant and equipment impairment. The impairment losses resulted from the inability of AMR to recover the carrying value of the long-lived assets from expected future operating cash flows.

F-24

American Medical Response, Inc. & EmCare Holdings Inc.

(The Healthcare Transportation and Emergency Management Services

Businesses of Laidlaw International, Inc.)

Notes to Combined Financial Statements — (Continued)

9. Retirement Plans and Employee Benefits

      AMR maintains three 401(k) plans (the “AMR Plans”) for its employees and employees of its subsidiaries who meet the eligibility requirements set forth in the AMR Plans. Employees may contribute a maximum of 40% of their compensation up to a maximum of $13 (thousand). Generally 50% of the contribution is matched by AMR up to a maximum of 3% to 6% of the employee’s salary per year, depending on the plan. AMR’s contributions to the AMR Plans for the five months ended January 31, 2005 were $3.7 million, the year ended August 31, 2004 were $8.1 million, for the three months ended August 31, 2003 were $1.9 million and for the nine months ended May 31, 2003 were $5.7 million. For the year ended August 31, 2002, AMR’s contributions to the AMR Plans were $6.9 million. Contributions are included in operating expenses on the accompanying combined statements of operations.

      EmCare established the EmCare Holdings Inc. 401(k) Savings Plan (the “EmCare Plan”) in 1994 to provide retirement benefits to its employees. Employees may elect to participate in the EmCare Plan at the beginning of each calendar quarter and may contribute 1% to 25% of their annual compensation on a tax-deferred basis subject to limits established by the Internal Revenue Service. EmCare contributes 50% of the first 6% of base compensation that a participant contributes to the EmCare Plan during any calendar year. The EmCare Plan follows a calendar year-end. Accordingly, EmCare makes its matching contributions based on eligible employee contributions for each calendar year. EmCare contributed $0.1 million to the EmCare Plan during the five months ended January 31, 2005. During calendar years 2004, 2003 and 2002, EmCare contributed $0.5 million, $0.4 and $0.4 million, respectively, to the EmCare Plan.

      In fiscal 2004, Laidlaw issued Value Appreciation Rights (“VAR”) to various employees of AMR and EmCare. There were no VARs issued prior to fiscal 2004. The VARs vest 100% on the third anniversary of the date of the grant. The VARs compensation is based on prescribed formulas that estimate changes in the enterprise values of AMR and EmCare. The Company recognizes compensation expense on a straight-line basis over the vesting period with compensation expense of $4.1 million for fiscal 2004. The Company recognized $15.3 million of expense related to the VARs for the period ended January 31, 2005 which is included in Laidlaw fees and compensation charges. This expense related to the sale transaction discussed in note 17 and was funded by Laidlaw in accordance with the terms of the sale agreements. The VAR program was terminated in connection with the sale of AMR and EmCare in February 2005 and employees and executives will earn no further rights.

10. Commitments and Contingencies

Lease Commitments

      The Company leases various facilities and equipment under operating lease agreements. Rental expense incurred under these leases was $12.4 million, $27.9 million, $7.2 million and $23.2 million for the five months ended January 31, 2005, the year ended August 31, 2004, the three months ended August 31, 2003 and the nine months ended May 31, 2003, respectively, and was $32.4 million in fiscal 2002.

      In addition, the Company leases certain vehicles under capital leases. Assets under capital lease are capitalized using inherent interest rates at the inception of each lease. Capital leases are collateralized by the leased vehicles.

F-25

American Medical Response, Inc. & EmCare Holdings Inc.

(The Healthcare Transportation and Emergency Management Services

Businesses of Laidlaw International, Inc.)

Notes to Combined Financial Statements — (Continued)

      Future commitments under capital and operating leases for vehicle, premises, equipment and other recurring commitments are as follows (the balances below include fair value adjustments as described in note 2):

				Operating
	Capital			Leases &
	Leases			Other
Year ending January 31,
2006	$	6,000		$	27,289
2007		3,558			20,335
2008		(948	)		16,242
2009		—			12,785
2010		—			8,810
Thereafter		—			20,659
		8,610		$	106,120
Less imputed interest		(500	)
Total capital lease obligations		8,110
Less current portion		(5,530	)
Long-term capital lease obligations	$	2,580

      Other commitments consisting of dispatch and responder fees totaling $5,362, $1,133, $991, $989, $2,912 and $243 and Onex management fees of $889, $1,000, $1,000, $1,000, $1,000 and $0 for the years ending January 31, 2006, 2007, 2008, 2009, 2010 and thereafter, respectively.

Services

      The Company is subject to the Medicare and Medicaid fraud and abuse laws which prohibit, among other things, any false claims, or any bribe, kick-back or rebate in return for the referral of Medicare and Medicaid patients. Violation of these prohibitions may result in civil and criminal penalties and exclusion from participation in the Medicare and Medicaid programs. Management has implemented policies and procedures that management believes will assure that the Company is in substantial compliance with these laws. From time to time, we receive requests for information from government agencies pursuant to their regulatory or investigational authority. Such requests can include subpoenas or demand letters for documents to assist the government in audits or investigations. The Company is cooperating with the government agencies conducting these investigations and is providing requested information to the government agencies. Other than the investigations described below, management believes that the outcome of any of these investigations would not have a material adverse effect on the Company.

      During the first quarter of fiscal 2004, AMR was advised by the U.S. Department of Justice (“DOJ”) that it was investigating certain of AMR’s business practices. The specific practices at issue were (1) whether ambulance transports involving Medicare eligible patients complied with the “medical necessity” requirement imposed by Medicare regulations, (2) whether patient signatures, when required, were properly obtained from Medicare eligible patients, and (3) whether discounts in violation of the federal Anti-Kickback Statute were provided by AMR in exchange for referrals involving Medicare eligible patients. In connection with the third issue, the government has alleged that certain of AMR’s hospital and nursing home contracts in effect in Texas, primarily certain contracts in effect in 1996 and 1997, contained discounts in violation of the federal Anti-Kickback Statute. The government recently has provided the Company with an analysis of the

F-26

American Medical Response, Inc. & EmCare Holdings Inc.

(The Healthcare Transportation and Emergency Management Services

Businesses of Laidlaw International, Inc.)

Notes to Combined Financial Statements — (Continued)

investigation conducted in connection with this contract issue, and invited the Company to respond. The Company is considering the government’s analysis and intends to provide its views, as requested. The government may also be investigating whether AMR’s contracts with health facilities in Oregon and other jurisdictions violate the Anti-Kickback Statute. At this time, it is not possible to predict the ultimate conclusion of these investigations, nor is it possible to estimate possible financial exposure, if any, to the Company.

      From August 1998 until August 2000, American Medical Response West (“AMR West”), a subsidiary of AMR, received six subpoenas duces tecum from the United States Attorney’s Office. These subpoenas related to billing matters for emergency transports during the periods January 1, 1995 to December 31, 1999. Pursuant to a settlement agreement with the United States Attorney’s Office, AMR West paid $3.5 million in 2004 and entered into a five-year agreement with the Department of Health and Human Services covering various administrative processes and procedures. AMR reserved for these matters in periods prior to the statements of operations presented herein.

      In June 1999, the DOJ began an investigation of the billing processes of Regional Emergency Services L.P., or RES, a subsidiary of AMR, and one of RES’ hospital clients. The DOJ alleged violations by the companies of the False Claims Act based on the absence of certificates of medical necessity and other non-compliant billing practices from October 1992 to May 2002. Pursuant to a settlement agreement to resolve these allegations, including settlement of claims in Texas described below, in April 2004 AMR paid $5.0 million of a total $20.0 million settlement amount, with the balance paid by the hospital. AMR reserved for these matters in periods prior to the statements of operations presented herein.

      On May 9, 2002, AMR received a subpoena duces tecum from the Office of Inspector General for the United States Department of Health and Human Services. The subpoena required AMR to produce a broad range of documents relating to RES contracts in Texas, Georgia and Colorado for the period from January 1993 through May 2002. The Texas claims were resolved pursuant to the settlement agreement described above. The government investigations in Georgia and Colorado are continuing; it is not currently possible to estimate the financial exposure, if any, to the Company.

      On July 12, 2005, the Company received a letter and draft Audit Report from the Office of Inspector General for the United States Department of Health and Human Services, or OIG, requesting the Company’s response to its draft findings that the Company’s Massachusetts subsidiary received $1.9 million in overpayments from Medicare for services performed between July 1, 2002 and December 31, 2002. The draft findings state that some of these services did not meet Medicare medical necessity and reimbursement requirements. The Company disagrees with the OIG’s finding and is in the process of responding to the draft Audit Report. If the Company is unsuccessful in challenging the OIG’s draft findings, and in any administrative appeals to which the Company may be entitled following the release of a final Audit Report, the Company may be required to make a substantial repayment.

Letters of Credit

      At January 31, 2005 and August 31, 2004 and 2003, AMR had $23,297, $8,212 and $9,112, respectively, in outstanding letters of credit. At January 31, 2005 and August 31, 2004 and 2003, Laidlaw also had issued letters of credit on behalf of AMR for $1,000, $23,328 and $28,185, respectively.

Other Legal Matters

      EmCare has been named as a defendant in two collective action lawsuits brought by a number of nurse practitioners and physician assistants under the federal Fair Labor Standards Act. The plaintiffs are seeking to

F-27

American Medical Response, Inc. & EmCare Holdings Inc.

(The Healthcare Transportation and Emergency Management Services

Businesses of Laidlaw International, Inc.)

Notes to Combined Financial Statements — (Continued)

recover overtime pay for the hours they worked in excess of 40 in a workweek and reclassification as non-exempt employees. Certain of the plaintiffs brought a related action under California state law. EmCare has entered into a settlement of the California state law claims for $1.5 million. EmCare reserved the amount of this settlement in fiscal 2004 and it was included as a component of selling, general and administrative expenses.

Guarantees

      Upon emergence from Chapter 11, Laidlaw established a new senior secured credit facility (the “Facility”). The Facility is guaranteed by Laidlaw and certain Laidlaw subsidiaries, including AMR and EmCare. In addition, the Facility is secured by the assets of Laidlaw and certain Laidlaw subsidiaries, including AMR and EmCare, except for certain assets of the Company contractually excluded from the securitization. Under the terms of the Facility, Laidlaw is required to meet certain financial covenants, including a fixed charge coverage ratio, leverage ratio, interest coverage ratio, net tangible asset ratio and maximum senior secured leverage ratio, as well as certain non-financial covenants. As of January 31, 2005, Laidlaw was in compliance with all covenants and the outstanding balance under the Facility and issued letters of credit aggregated $597.3 million.

      As a result of emergence from Chapter 11, Laidlaw also issued unsecured senior notes. These notes are also guaranteed by Laidlaw and certain Laidlaw subsidiaries, including AMR and EmCare. The outstanding balance under the notes at January 31, 2005 aggregated $406 million.

      In connection with the sale discussed in note 17, AMR and EmCare have been released from these guarantees.

Income Tax Matters

      The respective tax authorities, in the normal course, audit previous tax filings. It is not possible at this time to predict the final outcome of these audits or establish a reasonable estimate of possible additional taxes owing, if any.

11. Related Party

Allocation of Costs from Laidlaw

      Laidlaw charges AMR and EmCare for the estimated cost of certain functions that are managed by Laidlaw and can reasonably be attributed directly to the operations of the Company. The charges to the Company are based on management’s estimate of such services specifically used by the Company. Where determinations based on specific usage alone have been impracticable, other methods and criteria were used that Laidlaw management believes are reasonable. Such allocations are not intended to represent the costs that would be or would have been incurred if the Company were an independent business.

      The amount of Laidlaw’s combined equity and the Laidlaw payable included in the balance sheet represents a net balance as a result of various transactions between the Company and Laidlaw. There are no terms of settlement associated with the account balance. The balance is primarily the result of the Company’s participation in Laidlaw’s central cash management program, wherein all the subsidiaries’ cash receipts are remitted to Laidlaw and all cash disbursements are funded by Laidlaw. Other transactions include certain direct obligations administered by Laidlaw, as well as the Company’s share of the current portion of the Laidlaw consolidated federal and state income tax liability and various other administrative expenses allocated by Laidlaw. As a result, obligations for these matters are not reflected on the accompanying balance sheet.

F-28

American Medical Response, Inc. & EmCare Holdings Inc.

(The Healthcare Transportation and Emergency Management Services

Businesses of Laidlaw International, Inc.)

Notes to Combined Financial Statements — (Continued)

Self-insurance obligations and related deposits administered by Laidlaw are reflected on the accompanying balance sheet.

      Laidlaw charges or cost allocations included in the accompanying combined statements of operations include the following:

								Predecessor
	Five Months		Year			Three Months		Nine Months		Year
	Ended		Ended			Ended		Ended		Ended
	January 31,		August 31,			August 31,		May 31,		August 31,
	2005		2004			2003		2003		2002
Allocated insurance expense (income)	$	—	$	(4,505	)	$	11,522	$	3,058	$	(8,094	)
Direct insurance expense		17,069		40,554			—		—		—
Laidlaw fees and compensation charges		19,857		15,449			1,350		4,050		5,400
Reorganization costs		—		—			—		3,650		8,761
Interest		4,480		6,225			403		3,081		4,585

      Included in insurance expense are allocations of charges and credits made to AMR related to the operating costs and investment activities of Laidlaw’s captive insurance company. These allocations also include changes in actuarial estimates of insurance reserves for fiscal year 2001 and prior years’ claims estimates. For fiscal year 2002 and 2003, AMR obtained insurance coverage from outside parties, rather than through Laidlaw. In fiscal 2004, AMR returned to the Laidlaw insurance program for workers compensation, auto and general liability. EmCare’s participation in the Laidlaw insurance program is limited to directors’ and officers, and general liability insurance which is allocated as a component of Laidlaw fees and compensation charges.

      Management costs have been calculated using a formula based upon the Company’s share of Laidlaw’s consolidated revenue and represent Laidlaw’s general and administrative costs incurred for the benefit of the Company. Fiscal 2004 management costs include $4.1 million of charges related to incentive plans for management of the Company.

      During the nine months ended May 31, 2003 and fiscal year 2002, Laidlaw charged the Company additional costs incurred by Laidlaw as a result of its reorganization of $3.7 million and $8.8 million, respectively.

      Interest expense has been recorded by the Company based on an average intercompany balance and applicable interest rates (prime + 2%). During fiscal 2002 and for the nine months ended May 31, 2003, Laidlaw, as a result of its bankruptcy, suspended interest on purchase acquisition debt pushed down to AMR.

      On March 1, 2004, AMR declared a $200 million dividend payable to Laidlaw. The dividend has been recorded as an increase in the Laidlaw payable account on the balance sheet and as a decrease to combined equity. There are no specific repayment terms related to the Laidlaw payable account which has been included as a component of equity on the accompanying combined balance sheets and combined statements of changes in equity.

      At January 31, 2005, Laidlaw maintained deposits of $16.4 million for collateral on behalf of AMR supporting performance bonds held by a related party. AMR’s interest in the collateral is included in other long-term assets. As described in note 12, Laidlaw also maintains insurance-related deposits on behalf of AMR.

F-29

American Medical Response, Inc. & EmCare Holdings Inc.

(The Healthcare Transportation and Emergency Management Services

Businesses of Laidlaw International, Inc.)

Notes to Combined Financial Statements — (Continued)

      The Company transfers surplus funds to Laidlaw as necessary and, as described above, bears the cost of various allocated expenses. The Company’s operating results, cash flows and financial position may significantly differ from those that would have been achieved in the absence of the Company’s relationship with Laidlaw.

12. Insurance

      Insurance reserves are established for automobile, workers compensation, general liability and professional liability claims utilizing policies with both fully-insured and self-insured components. This includes the use of an off-shore captive insurance program through a wholly-owned subsidiary for certain professional liability (malpractice) programs for EmCare. In those instances where the Company has obtained third-party insurance coverage, either directly through an independent outside party or through participation in a Laidlaw administered program, the Company normally retains liability for the first $1 to $2 million of the loss. Insurance reserves cover known claims and incidents within the level of Company retention that may result in the assertion of additional claims, as well as claims from unknown incidents that may be asserted arising from activities through January 31, 2005.

      The Company establishes reserves for claims based upon an assessment of actual claims and claims incurred but not reported. The reserves are established based on consultation with third-party independent actuaries using actuarial principles and assumptions that consider a number of factors, including historical claim payment patterns (including legal costs) and changes in case reserves and the assumed rate of inflation in health care costs and property damage repairs. All claims arising and not settled before June 1, 2003 were recorded at estimated fair value as of the fresh-start date. Claims, other than auto and general liability claims, that arose after June 1, 2003 are discounted at a rate commensurate with the interest rate on monetary assets that essentially are risk free and have a maturity comparable to the underlying liabilities. Auto and general liability claims that arose after June 1, 2003 are not discounted. The table below summarizes the non-health and welfare insurance reserves included in the accompanying combined balance sheets.

	Accrued		Other Long-Term		Total
January 31, 2005	Liabilities		Liabilities		Liabilities
Automobile	$	4,054	$	10,558	$	14,612
Workers compensation		11,554		34,636		46,190
General/ Professional liability		25,675		97,905		123,580
	$	41,283	$	143,099	$	184,382

	Accrued		Other Long-Term		Total
August 31, 2004	Liabilities		Liabilities		Liabilities
Automobile	$	4,007	$	8,887	$	12,894
Workers compensation		10,903		32,406		43,309
General/ Professional liability		21,474		96,887		118,361
	$	36,384	$	138,180	$	174,564

F-30

American Medical Response, Inc. & EmCare Holdings Inc.

(The Healthcare Transportation and Emergency Management Services

Businesses of Laidlaw International, Inc.)

Notes to Combined Financial Statements — (Continued)

	Accrued		Other Long-term		Total
August 31, 2003	Liabilities		Liabilities		Liabilities
Automobile	$	4,845	$	6,244	$	11,089
Workers compensation		10,152		23,870		34,022
General/ Professional liability		13,209		88,897		102,106
	$	28,206	$	119,011	$	147,217

      Certain insurance programs also require the Company to maintain deposits with third-party insurers, trustees or with Laidlaw to cover future claims costs and are included in other assets in the combined balance sheets. Investments supporting insurance programs are comprised principally of government securities and investment grade securities and are presented as restricted assets in the combined balance sheets. These investments are designated as available-for-sale and reported at fair value. Investment income/loss earned on these investments is reported as a component of insurance expense in the combined statement of operations. The following table summarizes these deposits and restricted investments:

	January 31,		August 31,		August 31,
	2005		2004		2003
Restricted cash and cash equivalents	$	9,846	$	5,691	$	939
Restricted marketable securities		2,473		6,756		201
Short-term deposits (included in other current assets)		8,044		9,889		14,997
Short-term deposits with Laidlaw (included in other current assets)		11,541		5,700		—
Restricted long-term investments		41,810		47,285		40,608
Long-term deposits (included in other long-term assets)		20,006		23,708		28,626
Long-term deposits with Laidlaw (included in other long-term assets)		29,413		22,733		—
Total insurance deposits	$	123,133	$	121,762	$	85,371

      Provisions for insurance expense included in the combined statement of operations includes annual provisions determined in consultation with Company actuaries, premiums paid to third-party insurers net of retrospective policy adjustments, interest accretion and earnings/loss on investments. Fiscal 2004 expense was reduced by a $3.8 million experience refund received during the year.

F-31

American Medical Response, Inc. & EmCare Holdings Inc.

(The Healthcare Transportation and Emergency Management Services

Businesses of Laidlaw International, Inc.)

Notes to Combined Financial Statements — (Continued)

13. Supplemental Cash Flow Information

										Predecessor
					Restated
			Five Months		Year			Three Months		Nine Months		Year
			Ended		Ended			Ended		Ended		Ended
			January 31,		August 31,			August 31,		May 31,		August 31,
			2005		2004			2003		2003		2002
Cash paid during the period for interest			$	488	$	556		$	436	$	1,605	$	1,278
Finance and investing activities not requiring the use of cash:
	Dividend to Laidlaw			—		200,000			—		—		—
	Acquisition of equipment through capital leases			—		—			—		—		26,320
	Reduction of deferred tax asset valuation allowance through:
		Reduction of ambulance service contracts and other intangibles		—		124,977			—		—		—
		Reduction of associated deferred tax asset		—		(27,606	)		—		—		—
		Laidlaw equity	$	—	$	10,406		$	—	$	—	$	—

14. Segment Information

      The Company is organized around two separately managed business units: healthcare transportation services and emergency management services, which have been identified as operating segments. The healthcare transportation services reportable segment focuses on providing a full range of medical transportation services from basic patient transit to the most advanced emergency care and pre-hospital assistance. The emergency management services reportable segment provides outsourced business services to hospitals primarily for emergency departments, urgent care centers and for certain inpatient departments. The Chief Executive Officer has been identified as the chief operating decision maker (CODM) for purposes of SFAS No. 131 “Disclosures about Segments of an Enterprise and Related Information” (SFAS 131), as he assesses the performance of the business units and decides how to allocate resources to the business units. Pre-tax income from continuing operations before interest, taxes and depreciation and amortization (“Segment EBITDA”) is the measure of profit and loss that the CODM uses to assess performance and make decisions. Pre-tax income from continuing operations represents net revenue less direct operating expenses incurred

F-32

American Medical Response, Inc. & EmCare Holdings Inc.

(The Healthcare Transportation and Emergency Management Services

Businesses of Laidlaw International, Inc.)

Notes to Combined Financial Statements — (Continued)

within the operating segments. The accounting policies for reported segments are the same as for the Company as a whole (see note 2).

										Predecessor Company —
										Restated
	Five Months			Year			Three Months			Nine Months			Year
	Ended			Ended			Ended			Ended			Ended
	January 31,			August 31,			August 31,			May 31,			August 31,
	2005			2004			2003			2003			2002
Healthcare Transportation Services
Revenue	$	455,059		$	1,054,800		$	255,807		$	751,344		$	984,451
Segment EBITDA		33,859			85,557			7,941			48,026			(189,624	)(1)
Total identifiable assets		645,441			628,635			605,268			638,495	(2)		894,943
Capital expenditures		12,054			38,573			17,581			30,888			26,670
Emergency Management Services
Revenue		241,120			549,798			128,654			351,991			431,335
Segment EBITDA		5,639			37,156			7,217			18,248			16,847
Total identifiable assets		338,069			320,964			309,478			303,136	(2)		163,132
Capital expenditures		1,991			4,214			498			3,880			4,448
Total
Total revenue		696,179			1,604,598			384,461			1,103,335			1,415,786
Total segment EBITDA		39,498			122,713			15,158			66,274			(172,777	)
Total identifiable assets		983,510			949,599			914,746			941,631	(2)		1,058,075
Total capital expenditures		14,045			42,787			18,079			34,768			31,118
Reconciliation of EBITDA to Net Income (Loss)
EBITDA		39,498			122,713			15,158			66,274			(172,777	)(1)
Depreciation and amortization expense		(18,808	)		(52,739	)		(12,560	)		(32,144	)		(67,183	)
Interest expense		(5,644	)		(9,961	)		(908	)		(4,691	)		(6,418	)
Realized gain (loss) on investments		—			(1,140	)		90			—			—
Interest and other income		714			240			22			304			369
Fresh-start accounting adjustments		—			—			—			46,416			—
Income tax expense		(6,278	)		(21,764	)		(8,633	)		(829	)		(1,374	)
Cumulative effect of a change in accounting principle		—			—			—			(223,721	)		—
Net income (loss)	$	9,482		$	37,349		$	(6,831	)	$	(148,391	)	$	(247,383	)

(1)	Includes an impairment loss of $262,780.
(2)	Total assets of the Company at June 1, 2003 after fair value adjustments.

F-33

American Medical Response, Inc. & EmCare Holdings Inc.

(The Healthcare Transportation and Emergency Management Services

Businesses of Laidlaw International, Inc.)

Notes to Combined Financial Statements — (Continued)

15. Valuation and Qualifying Accounts

								Total			Valuation
		Allowance for			Allowance for			Accounts			Allowance for
		Contractual			Uncompensated			Receivable			Deferred Tax
		Discounts			Care			Allowances			Assets			Total
Balance at August 31, 2001 (Predecessor) — restated		$	242,172		$	423,562		$	665,734		$	309,275		$	975,009
	Additions		858,590			521,277			1,379,867			6,383			1,386,250
	Reductions		(850,862	)		(532,030	)		(1,382,892	)		(4,964	)		(1,387,856	)
Balance at August 31, 2002 (Predecessor) — restated			249,900			412,809			662,709			310,694			973,403
	Additions		795,809			428,578			1,224,387			3,200			1,227,587
	Reductions		(786,770	)		(377,363	)		(1,164,133	)		(157,942	)		(1,322,075	)
Balance at May 31, 2003 (Predecessor) — restated		$	258,939		$	464,024		$	722,963		$	155,952		$	878,915
Fresh-start balance at June 1, 2003 — restated		$	258,939		$	464,024		$	722,963		$	155,952		$	878,915
	Additions		289,329			161,100			450,429			—			450,429
	Reductions		(289,500	)		(137,533	)		(427,033	)		—			(427,033	)
Balance at August 31, 2003 — restated			258,768			487,591			746,359			155,952			902,311
	Additions		1,361,708			666,116			2,027,824			—			2,027,824
	Reductions		(1,349,005	)		(542,429	)		(1,891,434	)		(155,952	)		(2,047,386	)
Balance at August 31, 2004 — restated			271,471			611,278			882,749			—			882,749
	Additions		632,959			312,310			945,269			—			945,269
	Reductions		(589,568	)		(242,284	)		(831,852	)		—			(831,852	)
Balance at January 31, 2005		$	314,862		$	681,304		$	996,166		$	—		$	996,166

16. Prior Period Results (unaudited)

      We have included below an unaudited combined statement of operations and comprehensive income for the five months ended January 31, 2004 and an unaudited combined statement of cash flows for the five months ended January 31, 2004 for comparison purposes only to the audited statements included herein.

	Five Months
	Ended
	January 31,
	2004
	(unaudited)
Combined Statement of Operations
Net revenue	$	667,506
Compensation and benefits		461,923
Operating expenses		90,828
Insurance expense		40,393
Selling, general and administrative expenses		22,016

F-34

American Medical Response, Inc. & EmCare Holdings Inc.

(The Healthcare Transportation and Emergency Management Services

Businesses of Laidlaw International, Inc.)

Notes to Combined Financial Statements — (Continued)

				Five Months
				Ended
				January 31,
				2004
				(unaudited)
Laidlaw fees and compensation charges					6,436
Depreciation and amortization expense					22,079
Income from operations					23,831
Interest expense					(4,137	)
Interest and other income					1,403
Income before income taxes					21,097
Income tax expense					(8,558	)
Net income				$	12,539
Combined Statement of Cash Flows
Cash Flows from Operating Activities
Net income				$	12,539
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation and amortization				22,079
	Loss on disposal of property, plant and equipment				309
	Gain on restricted investments				52
	Deferred income taxes				9,020
	Changes in operating assets/liabilities:
		Trade and other accounts receivable			(33,822	)
		Other current assets			5,123
		Accounts payable and accrued liabilities			2,183
			Net cash provided by operating activities		17,483
Cash Flows from Investing Activities
Purchase of property, plant and equipment					(14,225	)
Proceeds from sale of property, plant and equipment					83
Purchase of restricted cash and investments					(9,585	)
Proceeds from sale of restricted investments					14,107
Net change in deposits and other assets					(2,147	)
			Net cash used in investing activities		(11,767	)
Cash Flows from Financing Activities
Repayments of capital lease obligations and other debt					(3,784	)
Increase in bank overdrafts					(3,216	)
Payments made to Laidlaw					(184	)
Increase in other non-current liabilities					1,683
			Net cash used in financing activities		(5,501	)
Increase in cash and cash equivalents					215
Cash and cash equivalents, beginning of period					10,641
Cash and cash equivalents, end of period				$	10,856

F-35

American Medical Response, Inc. & EmCare Holdings Inc.

(The Healthcare Transportation and Emergency Management Services

Businesses of Laidlaw International, Inc.)

Notes to Combined Financial Statements — (Continued)

17. Guarantors of Debt

      Emergency Medical Services L.P. financed the acquisition of AMR and EmCare, described in note 18 in part by issuing $250.0 million principal amount of senior subordinated notes and borrowing $370.2 million under its senior secured credit facility. Its wholly-owned subsidiaries, AMR HoldCo, Inc. and EmCare HoldCo, Inc., are the issuers of the senior subordinated notes and the borrowers under the senior secured credit facility. As part of the transaction, AMR and its subsidiaries became wholly-owned subsidiaries of AMR HoldCo, Inc. and EmCare and its subsidiaries became wholly-owned subsidiaries of EmCare HoldCo, Inc. The senior subordinated notes and the senior secured credit facility include a full, unconditional and joint and several guarantee by all of the Company’s subsidiaries other than its captive insurance subsidiary. All of the operating income and cash flow of EMS L.P., AMR HoldCo, Inc. and EmCare HoldCo, Inc. is generated by AMR, EmCare and their subsidiaries. As a result, funds necessary to meet the debt service obligations under the senior secured notes and senior secured credit facility described above are provided by the distributions or advances from the subsidiary companies, AMR and EmCare. Investments in subsidiary operating companies are accounted for on the equity method. Accordingly, entries necessary to consolidate the parent company, AMR HoldCo, Inc., EmCare HoldCo, Inc. and all of their subsidiaries are reflected in the Eliminations/ Adjustments column. Separate complete financial statements of the issuers and subsidiary guarantors would not provide additional material information that would be useful in assessing the financial composition of the issuers or the subsidiary guarantors. The condensed combining financial statements for the parent company, the issuers, the guarantors and the non-guarantor are as follows:

F-36

Combining Balance Sheet

As of January 31, 2005

						Issuer		Issuer					Subsidiary
						AMR		EmCare		Subsidiary			Non-			Eliminations/
				Parent Co.		HoldCo, Inc.		HoldCo, Inc.		Guarantors			guarantor			Adjustments			Total
Assets
Current assets:
	Cash and cash equivalents			$	—	$	—	$	—	$	4,778		$	9,853		$	—		$	14,631
	Restricted cash and cash equivalents				—		—		—		—			9,846			—			9,846
	Restricted marketable securities				—		—		—		—			2,473			—			2,473
	Trade and other accounts receivable, net				—		—		—		359,945			43,339			(33,517	)		369,767
	Parts and supplies inventory				—		—		—		18,499			—			—			18,499
	Other current assets				—		—		—		81,818			6,097			(47,780	)		40,135
	Current deferred tax assets				—		—		—		62,433			2,659			—			65,092
		Current assets			—		—		—		527,473			74,267			(81,297	)		520,443
Non-current assets:
	Property, plant, and equipment, net				—		—		—		128,766			—			—			128,766
	Intangible assets, net				—		—		—		16,075			—			—			16,075
	Non-current deferred tax assets				—		—		—		203,391			(922	)		—			202,469
	Restricted long-term investments				—		—		—		—			41,810			—			41,810
	Goodwill				—		—		—		—			—			—			—
	Other long-term assets				—		—		—		73,947			—			—			73,947
	Investment and advances in subsidiaries				—		—		—		6,404			—			(6,404	)		—
			Assets	$	—	$	—	$	—	$	956,056		$	115,155		$	(87,701	)	$	983,510
Liabilities and Equity
Current liabilities:
	Accounts payable			$	—	$	—	$	—	$	82,167		$	5,186		$	(31,535	)	$	55,818
	Accrued liabilities				—		—		—		147,291			24,354			—			171,645
	Current portion of long-term debt				—		—		—		5,846			—			—			5,846
		Current liabilities			—		—		—		235,304			29,540			(31,535	)		233,309
Long-term debt					—		—		—		5,651			—			—			5,651
Other long-term liabilities					—		—		—		116,824			79,211			(49,762	)		146,273
			Liabilities		—		—		—		357,779			108,751			(81,297	)		385,233
Laidlaw payable					—		—		—		202,042			—			—			202,042
Laidlaw investment					—		—		—		356,550			—			—			356,550
Common stock					—		—		—		—			30			(30	)		—
Additional paid-in capital					—		—		—		—			5,054			(5,054	)		—
Retained earnings					—		—		—		40,000			1,635			(1,635	)		40,000
Comprehensive income (loss)					—		—		—		(315	)		(315	)		315			(315	)
		Equity			—		—		—		598,277			6,404			(6,404	)		598,277
			Liabilities and Equity	$	—	$	—	$	—	$	956,056		$	115,155		$	(87,701	)	$	983,510

F-37

Combining Balance Sheet

As of August 31, 2004

						Issuer		Issuer					Subsidiary
						AMR		EmCare		Subsidiary			Non-			Eliminations/
				Parent Co.		HoldCo, Inc.		HoldCo, Inc.		Guarantors			guarantor			Adjustments			Total
Assets
Current assets:
	Cash and cash equivalents			$	—	$	—	$	—	$	9,436		$	40		$	—		$	9,476
	Restricted cash and cash equivalents				—		—		—		—			5,691			—			5,691
	Restricted marketable securities				—		—		—		—			6,756			—			6,756
	Trade and other accounts receivable, net				—		—		—		339,896			17,321			(13,007	)		344,210
	Parts and supplies inventory				—		—		—		18,577			—			—			18,577
	Other current assets				—		—		—		45,254			1,820			(15,059	)		32,015
	Current deferred tax assets				—		—		—		50,322			2,659			—			52,981
		Current assets			—		—		—		463,485			34,287			(28,066	)		469,706
Non-current assets:
Property, plant, and equipment, net					—		—		—		132,685			—			—			132,685
	Intangible assets, net				—		—		—		15,758			—			—			15,758
	Non-current deferred tax assets				—		—		—		215,520			(1,131	)		—			214,389
	Restricted long-term investments				—		—		—		—			47,285			—			47,285
	Other long-term assets				—		—		—		69,776			—			—			69,776
	Investment and advances in subsidiaries				—		—		—		6,694			—			(6,694	)		—
			Assets	$	—	$	—	$	—	$	903,918		$	80,441		$	(34,760	)	$	949,599
Liabilities and Equity
Current liabilities:
	Accounts payable			$	—	$	—	$	—	$	59,631		$	1,129		$	(9,845	)	$	50,915
	Accrued liabilities				—		—		—		146,722			20,062			—			166,784
	Current portion of long-term debt				—		—		—		7,565			—			—			7,565
		Current liabilities			—		—		—		213,918			21,191			(9,845	)		225,264
Long-term debt					—		—		—		7,915			—			—			7,915
Other long-term liabilities					—		—		—		108,245			52,556			(18,221	)		142,580
			Liabilities		—		—		—		330,078			73,747			(28,066	)		375,759
Laidlaw payable					—		—		—		186,778			—			—			186,778
Laidlaw investment					—		—		—		356,550			—			—			356,550
Common stock					—		—		—		—			30			(30	)		—
Additional paid-in capital					—		—		—		—			5,035			(5,035	)		—
Retained earnings					—		—		—		30,518			1,635			(1,635	)		30,518
Comprehensive income (loss)					—		—		—		(6	)		(6	)		6			(6	)
	Equity				—		—		—		573,840			6,694			(6,694	)		573,840
			Liabilities and Equity	$	—	$	—	$	—	$	903,918		$	80,441		$	(34,760	)	$	949,599

F-38

Combining Balance Sheet

As of August 31, 2003

						Issuer		Issuer					Subsidiary
						AMR		EmCare		Subsidiary			Non-			Eliminations/
				Parent Co.		HoldCo, Inc.		HoldCo, Inc.		Guarantors			Guarantor			Adjustments			Total
Assets
Current assets:
	Cash and cash equivalents			$	—	$	—	$	—	$	10,604		$	37		$	—		$	10,641
	Restricted cash and cash equivalents				—		—		—		—			939			—			939
	Restricted marketable securities				—		—		—		—			201			—			201
	Trade and other accounts receivable, net				—		—		—		316,395			4,057						320,452
	Parts and supplies inventory				—		—		—		17,444			—			—			17,444
	Other current assets				—		—		—		40,259			5,059			(13,111	)		32,207
	Current deferred tax assets				—		—		—		55,921			2,915			—			58,836
		Current assets			—		—		—		440,623			13,208			(13,111	)		440,720
Non-current assets:
Property, plant, and equipment, net					—		—		—		133,546			—			—			133,546
	Intangible assets, net				—		—		—		148,205			—			—			148,205
	Non-current deferred tax assets				—		—		—		96,596			—			—			96,596
	Restricted long-term investments				—		—		—		—			40,608			—			40,608
	Other long-term assets				—		—		—		55,071			—			—			55,071
	Investment and advances in subsidiaries				—		—		—		3,859			—			(3,859	)		—
			Assets	$	—	$	—	$	—	$	877,900		$	53,816		$	(16,790	)	$	914,746
Liabilities and Equity
Current liabilities:
	Accounts payable			$	—	$	—	$	—	$	50,148		$	34		$	—		$	50,182
	Accrued liabilities				—		—		—		146,772			9,529			(10,122	)		146,179
	Current portion of long-term debt				—		—		—		8,270			—			—			8,270
		Current liabilities			—		—		—		205,190			9,563			(10,122	)		204,631
Long-term debt					—		—		—		15,787			—			—			15,787
Other long-term liabilities					—		—		—		96,384			40,394			(2,989	)		133,789
			Liabilities		—		—		—		317,361			49,957			(13,111	)		354,207
Laidlaw payable					—		—		—		22,416			—			—			22,416
Laidlaw investment					—		—		—		546,144			—			—			546,144
Additional paid-in capital					—		—		—		—			5,049			(5,049	)		—
Retained earnings					—		—		—		(6,831	)		—			—			(6,831	)
Comprehensive income (loss)					—		—		—		(1,190	)		(1,190	)		1,190			(1,190	)
		Equity			—		—		—		560,539			3,859			(3,859	)		560,539
			Liabilities and Equity	$	—	$	—	$	—	$	877,900		$	53,816		$	(16,970	)	$	914,746

F-39

Combining Statement of Operations

For the Five Months Ended January 31, 2005

				Issuer		Issuer					Subsidiary
				AMR		EmCare		Subsidiary			Non-		Eliminations/
		Parent Co.		HoldCo, Inc.		HoldCo, Inc.		Guarantors			Guarantor		Adjustments			Total
Net revenue		$	—	$	—	$	—	$	696,179		$	15,913	$	(15,913	)	$	696,179
Compensation and benefits			—		—		—		481,305			—		—			481,305
Operating expenses			—		—		—		94,882			—		—			94,882
Insurance expense			—		—		—		39,002			15,913		(15,913	)		39,002
Selling, general and administrative expenses			—		—		—		21,635			—		—			21,635
Laidlaw fees and compensation charges			—		—		—		19,857			—		—			19,857
Depreciation and amortization expense			—		—		—		18,808			—		—			18,808
	Income from operations		—		—		—		20,690			—		—			20,690
Interest expense			—		—		—		(5,644	)		—		—			(5,644	)
Interest and other income			—		—		—		714			—		—			714
	Income before income taxes		—		—		—		15,760			—		—			15,760
Income tax expense			—		—		—		(6,278	)		—		—			(6,278	)
	Net income	$	—	$	—	$	—	$	9,482		$	—	$	—		$	9,482

Combining Statement of Operations

For the Year Ended August 31, 2004

				Issuer		Issuer					Subsidiary
				AMR		EmCare		Subsidiary			Non-			Eliminations/
		Parent Co.		HoldCo, Inc.		HoldCo, Inc.		Guarantors			Guarantor			Adjustments			Total
Net revenue		$	—	$	—	$	—	$	1,604,598		$	29,803		$	(29,803	)	$	1,604,598
Compensation and benefits			—		—		—		1,117,890			—			—			1,117,890
Operating expenses			—		—		—		218,277			—			—			218,277
Insurance expense			—		—		—		81,395			28,663			(29,803	)		80,255
Selling, general and administrative expenses			—		—		—		47,899			—			—			47,899
Laidlaw fees and compensation charges			—		—		—		15,449			—			—			15,449
Depreciation and amortization expense			—		—		—		52,739			—						52,739
Restructuring charges			—		—		—		2,115			—			—			2,115
	Income from operations		—		—		—		68,834			1,140			—			69,974
Interest expense			—		—		—		(9,961	)		—			—			(9,961	)
Realized loss on investments			—		—		—		—			(1,140	)		—			(1,140	)
Interest and other income			—		—		—		240			—			—			240
	Income before income taxes		—		—		—		59,113			—			—			59,113
Income tax expense			—		—		—		(23,399	)		1,635			—			(21,764	)
Income before equity in earnings of subsidiary			—		—		—		35,714			1,635			—			37,349
Equity in earnings of subsidiary			—		—		—		1,635			—			(1,635	)		—
	Net income	$	—	$	—	$	—	$	37,349		$	1,635		$	(1,635	)	$	37,349

F-40

Combining Statement of Operations

For the Three Months Ended August 31, 2003

				Issuer		Issuer					Subsidiary
				AMR		EmCare		Subsidiary			Non-			Eliminations/
		Parent Co.		HoldCo, Inc.		HoldCo, Inc.		Guarantors			Guarantor			Adjustments			Total
Net revenue		$	—	$	—	$	—	$	384,461		$	9,807		$	(9,807	)	$	384,461
Compensation and benefits			—		—		—		264,604			—			—			264,604
Operating expenses			—		—		—		55,212			—			—			55,212
Insurance expense			—		—		—		36,239			8,239			(9,807	)		34,671
Selling, general and administrative expenses			—		—		—		12,017			—			—			12,017
Laidlaw fees and compensation charges			—		—		—		1,350			—			—			1,350
Depreciation and amortization expense			—		—		—		12,560			—						12,560
Restructuring charges			—		—		—		1,449			—			—			1,449
	Income from operations		—		—		—		1,030			1,568			—			2,598
Interest expense			—		—		—		(908	)		—			—			(908	)
Realized gain on investments			—		—		—		—			90			—			90
Interest and other income			—		—		—		22			—			—			22
	Income before income taxes		—		—		—		144			1,658			—			1,802
Income tax expense			—		—		—		(8,053	)		(580	)		—			(8,633	)
Income (loss) before equity in earnings of subsidiary			—		—		—		(7,909	)		1,078			—			(5,382	)
Equity in earnings of subsidiary			—		—		—		1,078			—			(1,078	)		—
	Net income (loss)	$	—	$	—	$	—	$	(6,831	)	$	1,078		$	(1,078	)	$	(6,831	)

Predecessor Company

Combining Statement of Operations

For the Nine Months Ended May 31, 2003

				Issuer		Issuer
				AMR		EmCare		Subsidiary			Subsidiary		Eliminations/
		Parent Co.		HoldCo, Inc.		HoldCo, Inc.		Guarantors			Non-guarantor		Adjustments			Total
Net revenue		$	—	$	—	$	—	$	1,103,335		$	16,640	$	(16,640	)	$	1,103,335
Compensation and benefits			—		—		—		757,183			—		—			757,183
Operating expenses			—		—		—		163,447			—		—			163,447
Insurance expense			—		—		—		69,576			16,640		(16,640	)		69,576
Selling, general and administrative expenses			—		—		—		37,867			—		—			37,867
Laidlaw fees and compensation charges			—		—		—		4,050			—		—			4,050
Depreciation and amortization expense			—		—		—		32,144			—					32,144
Restructuring charges									1,288			—		—			1,288
Laidlaw reorganization costs			—		—		—		3,650			—		—			3,650
	Income from operations		—		—		—		34,130			—		—			34,130
Interest expense			—		—		—		(4,691	)		—		—			(4,691	)
Interest and other income			—		—		—		304			—		—			304
Fresh-start accounting adjustments			—		—		—		46,416			—		—			46,416
	Income before income taxes and cumulative effect of a change in accounting principle		—		—		—		76,159			—		—			76,159
Income tax expense			—		—		—		(829	)		—		—			(829	)
	Cumulative effect of a change in accounting principle		—		—		—		(223,721	)		—		—			(223,721	)
	Net loss	$	—	$	—	$	—	$	(148,391	)	$	—	$	—		$	(148,391	)

F-41

Predecessor Company

Combining Statement of Operations

For the Year Ended August 31, 2002

				Issuer		Issuer
				AMR		EmCare		Subsidiary			Subsidiary		Eliminations/
		Parent Co.		HoldCo, Inc.		HoldCo, Inc.		Guarantors			Non-guarantor		Adjustments			Total
Net revenue		$	—	$	—	$	—	$	1,415,786		$	12,004	$	(12,004	)	$	1,415,786
Compensation and benefits			—		—		—		960,590			—		—			960,590
Operating expenses			—		—		—		219,321			—		—			219,321
Insurance expense			—		—		—		66,479			12,004		(12,004	)		66,479
Selling, general and administrative expenses			—		—		—		61,455			—		—			61,455
Laidlaw fees and compensation charges			—		—		—		5,400			—		—			5,400
Depreciation and amortization expense			—		—		—		67,183			—					67,183
Impairment losses			—		—		—		262,780			—		—			262,780
Restructuring charges			—		—		—		3,777			—		—			3,777
Laidlaw reorganization costs			—		—		—		8,761			—		—			8,761
	Loss from operations		—		—		—		(239,960	)		—		—			(239,960	)
Interest expense			—		—		—		(6,418	)		—		—			(6,418	)
Interest and other income			—		—		—		369			—		—			369
	Loss before income taxes		—		—		—		(246,009	)		—		—			(246,009	)
Income tax expense			—		—		—		(1,374	)		—		—			(1,374	)
	Net loss	$	—	$	—	$	—	$	(247,383	)	$	—	$	—		$	(247,383	)

F-42

Condensed Combining Statement of Cash Flows

For the Five Months ended January 31, 2005

				Issuer		Issuer
				AMR		EmCare		Subsidiary			Subsidiary
		Parent Co.		HoldCo, Inc.		HoldCo, Inc.		Guarantors			Non-guarantors			Total
Cash Flows from Operating Activities
	Net cash provided by operating activities	$	—	$	—	$	—	$	10,856		$	5,110		$	15,966
Cash Flows from Investing Activities
Purchase of property, plant and equipment			—		—		—		(14,045	)		—			(14,045	)
Purchase of business			—		—		—		(1,200	)		—			(1,200	)
Proceeds from sale of business			—		—		—		1,300			—			1,300
Proceeds from sale of property, plant and equipment			—		—		—		175			—			175
Purchase of restricted cash and investments			—		—		—		—			(31,257	)		(31,257	)
Proceeds from sale and maturity of restricted investments			—		—		—		—			35,960			35,960
Other investing activities			—		—		—		(79	)		—			(79	)
Increase in Laidlaw insurance deposits			—		—		—		(12,521	)		—			(12,521	)
	Net cash (used in) provided by investing activities		—		—		—		(26,370	)		4,703			(21,667	)
Cash Flows from Financing Activities
Repayments of capital lease obligations and other debt			—		—		—		(3,992	)		—			(3,992	)
Advances from Laidlaw			—		—		—		8,982			—			8,982
Increase in bank overdrafts			—		—		—		5,866			—			5,866
	Net cash provided by financing activities		—		—		—		10,856			—			10,856
Change in cash and cash equivalents			—		—		—		(4,658	)		9,813			5,155
Cash and cash equivalents, beginning of period			—		—		—		9,436			40			9,476
Cash and cash equivalents, end of period		$	—	$	—	$	—	$	4,778		$	9,853		$	14,631

F-43

Condensed Combining Statement of Cash Flows

For the Year Ended August 31, 2004

				Issuer		Issuer
				AMR		EmCare		Subsidiary			Subsidiary Non-
		Parent Co.		HoldCo, Inc.		HoldCo, Inc.		Guarantors			guarantors			Total
Cash Flows from Operating Activities
	Net cash provided by operating activities	$	—	$	—	$	—	$	109,708		$	17,971		$	127,679
Cash Flows from Investing Activities
Purchase of property, plant and equipment			—		—		—		(42,787	)		—			(42,787	)
Proceeds from sale of property, plant and equipment			—		—		—		858			—			858
Purchase of restricted cash and investments			—		—		—		—			(64,357	)		(64,357	)
Proceeds from sale and maturity of restricted investments			—		—		—		—			46,389			46,389
Other investing activities			—		—		—		6,814			—			6,814
Increase in Laidlaw insurance deposits			—		—		—		(28,433	)		—			(28,433	)
	Net cash used in investing activities		—		—		—		(63,548	)		(17,968	)		(81,516	)
Cash Flows from Financing Activities
Repayments of capital lease obligations and other debt			—		—		—		(8,709	)		—			(8,709	)
Payments to Laidlaw			—		—		—		(31,133	)		—			(31,133	)
Decrease in bank overdrafts			—		—		—		(4,544	)		—			(4,544	)
Decrease in other non-current liabilities			—		—		—		(2,942	)		—			(2,942	)
	Net cash used in financing activities		—		—		—		(47,328	)		—			(47,328	)
Change in cash and cash equivalents			—		—		—		(1,168	)		3			(1,165	)
Cash and cash equivalents, beginning of period			—		—		—		10,604			37			10,641
Cash and cash equivalents, end of period		$	—	$	—	$	—	$	9,436		$	40		$	9,476

F-44

Condensed Combining Statement of Cash Flows

For the Three Months Ended August 31, 2003

				Issuer		Issuer
				AMR		EmCare		Subsidiary			Subsidiary Non-
		Parent Co.		HoldCo, Inc.		HoldCo, Inc.		Guarantors			guarantors			Total
Cash Flows from Operating Activities
	Net cash provided by (used in) operating activities	$	—	$	—	$	—	$	31,268		$	(1,259	)	$	30,009
Cash Flows from Investing Activities
Purchase of property, plant and equipment			—		—		—		(18,079	)		—			(18,079	)
Proceeds from sale of property, plant and equipment			—		—		—		341			—			341
Purchase of restricted cash and investments			—		—		—		—			(11,287	)		(11,287	)
Proceeds from sale and maturity of restricted investments			—		—		—		—			12,530			12,530
Other investing activities			—		—		—		1,359			—			1,359
	Net cash (used in) provided by investing activities		—		—		—		(16,379	)		1,243			(15,136	)
Cash Flows from Financing Activities
Repayments of capital lease obligations and other debt			—		—		—		(1,851	)		—			(1,851	)
Payments to Laidlaw			—		—		—		(55,609	)		—			(55,609	)
Increase in bank overdrafts			—		—		—		8,675			—			8,675
Increase in other non-current liabilities			—		—		—		1,563			—			1,563
	Net cash used in financing activities		—		—		—		(47,222	)		—			(47,222	)
Change in cash and cash equivalents			—		—		—		(32,333	)		(16	)		(32,349	)
Cash and cash equivalents, beginning of period			—		—		—		42,937			53			42,990
Cash and cash equivalents, end of period		$	—	$	—	$	—	$	10,604		$	37		$	10,641

F-45

Predecessor Company

Condensed Combining Statement of Cash Flows

For the Nine Months Ended May 31, 2003

				Issuer		Issuer					Subsidiary
				AMR		EmCare		Subsidiary			Non-			Eliminations/
		Parent Co.		HoldCo, Inc.		HoldCo, Inc.		Guarantors			guarantors			Adjustments			Total
Cash Flows from Operating Activities
	Net cash provided by operating activities	$	—	$	—	$	—	$	34,398		$	24,371		$	—		$	58,769
Cash Flows from Investing Activities
Purchase of property, plant and equipment			—		—		—		(34,768	)		—			—			(34,768	)
Proceeds from sale of property, plant and equipment			—		—		—		624			—			—			624
Capital contribution			—		—		—		(2,721	)		—			2,721			—
Purchase of restricted cash and investments			—		—		—		(2,400	)		(63,866	)		—			(66,266	)
Proceeds from sale and maturity of restricted investments			—		—		—		—			36,748			—			36,748
Other investing activities			—		—		—		(35,173	)		—			—			(35,173	)
	Net cash used in investing activities		—		—		—		(74,438	)		(27,118	)		2,721			(98,835	)
Cash Flows from Financing Activities
Repayments of capital lease obligations and other debt			—		—		—		(6,338	)		—			—			(6,338	)
Payments to Laidlaw			—		—		—		(3,141	)		—			—			(3,141	)
Decrease in bank overdrafts			—		—		—		(815	)		—			—			(815	)
Capital contribution			—		—		—		—			2,721			(2,721	)		—
Increase in other non-current liabilities			—		—		—		2,234			—			—			2,234
	Net cash used in financing activities		—		—		—		(8,060	)		2,721			(2,721	)		(8,060	)
Change in cash and cash equivalents			—		—		—		(48,100	)		(26	)		—			(48,126	)
Cash and cash equivalents, beginning of period			—		—		—		91,037			79			—			91,116
Cash and cash equivalents, end of period		$	—	$	—	$	—	$	42,937		$	53		$	—		$	42,990

F-46

Predecessor Company

Condensed Combining Statement of Cash Flows

For the Year Ended August 31, 2002

				Issuer		Issuer					Subsidiary
				AMR		EmCare		Subsidiary			Non-			Eliminations/
		Parent Co.		HoldCo, Inc.		HoldCo, Inc.		Guarantors			guarantors			Adjustments			Total
Cash Flows from Operating Activities
	Net cash provided by operating activities	$	—	$	—	$	—	$	140,296		$	16,248		$	—		$	156,544
Cash Flows from Investing Activities
Purchase of property, plant and equipment			—		—		—		(31,118	)		—			—			(31,118	)
Proceeds from sale of property, plant and equipment			—		—		—		2,549			—			—			2,549
Capital contribution			—		—		—		(1,150	)		—			1,150			—
Purchase of restricted cash and investments			—		—		—		(1,412	)		(49,534	)		—			(50,946	)
Proceeds from sale and maturity of restricted investments			—		—		—		—			32,215			—			32,215
Other investing activities			—		—		—		(10,047	)		—			—			(10,047	)
	Net cash used in investing activities		—		—		—		(41,178	)		(17,319	)		1,150			(57,347	)
Cash Flows from Financing Activities
Repayments of capital lease obligations and other debt			—		—		—		(17,817	)		—			—			(17,817	)
Payments to Laidlaw			—		—		—		(16,729	)		—			—			(16,729	)
Decrease in bank overdrafts			—		—		—		(1,134	)		—			—			(1,134	)
Capital contributions			—		—		—		—			1,150			(1,150	)		—
Decrease in other non-current liabilities			—		—		—		(386	)		—			—			(386	)
	Net cash used in financing activities		—		—		—		(36,066	)		1,150			(1,150	)		(36,066	)
Change in cash and cash equivalents			—		—		—		63,052			79			—			63,131
Cash and cash equivalents, beginning of period			—		—		—		27,985			—			—			27,985
Cash and cash equivalents, end of period		$	—	$	—	$	—	$	91,037		$	79		$	—		$	91,116

18. Subsequent Event

      On December 6, 2004, Laidlaw announced it had entered into definitive agreements to sell 100% of the capital stock of AMR and EmCare to Onex Partners LP, an affiliate of Onex Corporation. Completion of the transaction occurred February 10, 2005 with an effective date after the close of business on January 31, 2005. Emergency Medical Services L.P. was formed as the entity which ultimately acquired American Medical Response, Inc. and EmCare Holdings Inc. from Laidlaw International, Inc. The purchase price was $828.8 million, subject to working capital and other purchase price adjustments.

F-47

Emergency Medical Services L.P.

Consolidated/Combined Financial Statements

June 30, 2005

F-48

Emergency Medical Services L.P.

Balance Sheets

(in thousands)

				Unaudited		Predecessor
				Consolidated		Combined
				June 30,		January 31,
				2005		2005
ASSETS
Current assets:
	Cash and cash equivalents			$	31,365	$	14,631
	Restricted cash and cash equivalents				12,785		9,846
	Restricted marketable securities				1,011		2,473
	Trade and other accounts receivable, net				346,491		369,767
	Parts and supplies inventory				18,404		18,499
	Other current assets				34,684		40,135
	Current deferred tax assets				19,774		65,092
		Current assets			464,514		520,443
Non-current assets:
	Property, plant, and equipment, net				130,061		128,766
	Intangible assets, net				84,542		16,075
	Non-current deferred tax assets				119,848		202,469
	Restricted long-term investments				57,734		41,810
	Goodwill				267,474		—
	Other long-term assets				99,379		73,947
			Assets	$	1,223,552	$	983,510
LIABILITIES AND EQUITY
Current liabilities:
	Accounts payable			$	47,906	$	55,818
	Accrued liabilities				189,425		171,645
	Current portion of long-term debt				9,204		5,846
		Current liabilities			246,535		233,309
	Long-term debt				596,720		5,651
	Other long-term liabilities				149,437		146,273
			Liabilities		992,692		385,233
Laidlaw payable					—		202,042
Laidlaw investment					—		356,550
Partnership equity					219,429		—
Retained earnings					11,067		40,000
Comprehensive income (loss)					364		(315	)
	Equity				230,860		598,277
			Liabilities and equity	$	1,223,552	$	983,510

The accompanying notes are an integral part of these financial statements.

F-49

Emergency Medical Services L.P.

Unaudited Statements of Operations and Comprehensive Income

(in thousands, except per unit amounts)

	Consolidated						Combined
							Predecessor			Predecessor
	Five Months			Three Months			Five Months			Three Months
	Ended			Ended			Ended			Ended
	June 30,			June 30,			June 30,			June 30,
	2005			2005			2004			2004
Net revenue	$	731,410		$	445,021		$	663,880		$	399,975
Compensation and benefits		502,998			307,308			464,610			280,364
Operating expenses		102,170			63,250			91,661			53,490
Insurance expense		39,334			22,427			36,865			22,865
Selling, general and administrative expenses		23,179			14,498			19,269			12,805
Laidlaw fees and compensation charges		—			—			6,436			3,862
Depreciation and amortization expense		23,988			14,136			21,958			13,160
Restructuring charges		—			—			1,381			—
Income from operations		39,741			23,402			21,700			13,429
Interest expense		(21,584	)		(13,646	)		(3,541	)		(3,073	)
Realized gain (loss) on investments		(6	)		33			(52	)		—
Interest and other income		94			81			48			12
Income before income taxes		18,245			9,870			18,155			10,368
Income tax expense		(7,178	)		(3,821	)		(7,831	)		(4,794	)
Net income		11,067			6,049			10,324			5,574
Other comprehensive income, net of tax Unrealized holding gains (losses) during the period		364			636			(493	)		(1,118	)
Comprehensive income	$	11,431		$	6,685		$	9,831		$	4,456
Net income per share—basic	$			$
Net income per share—diluted	$			$
Weighted average shares—basic
Weighted average shares—diluted

The accompanying notes are an integral part of these financial statements.

F-50

Emergency Medical Services L.P.

Unaudited Statements of Cash Flows

(in thousands)

							Combined
							Predecessor
				Consolidated			Five
				Five Months			Months
				Ended			Ended
				June 30,			June 30,
				2005			2004
Cash Flows from Operating Activities
Net income				$	11,067		$	10,324
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation and amortization				24,991			21,958
	Gain (loss) on disposal of property, plant and equipment				(400	)		(208	)
	Deferred income taxes				(456	)		7,831
	Changes in operating assets/liabilities:
		Trade and other accounts receivable			23,276			18,106
		Other current assets			5,546			(789	)
		Accounts payable and accrued liabilities			30,679			24,047
			Net cash provided by operating activities		94,703			81,269
Cash Flows from Investing Activities
EMS purchase of AMR and EmCare					(828,775	)		—
Purchase of property, plant and equipment					(20,052	)		(17,387	)
Proceeds from sale of property, plant and equipment					456			518
Purchase of restricted cash and investments					(27,103	)		(43,535	)
Proceeds from sale and maturity of restricted investments					10,066			30,595
Net change in deposits and other assets					(9,827	)		5,688
			Net cash used in investing activities		(875,235	)		(24,121	)
Cash Flows from Financing Activities
Borrowings under new senior secured credit facility					350,000			—
Proceeds from issuance of senior subordinated notes					250,000			—
Borrowings under new revolving credit facility					20,200			—
Issuance of partnership equity					221,155			—
Financing costs					(20,122	)		—
Repayments of capital lease obligations and other debt					(3,499	)		(3,956	)
Repayments of revolving credit facility					(20,200	)		—
Increase (decrease) in bank overdrafts					(2,091	)		(353	)
Payments made to Laidlaw					—			(49,734	)
Increase (decrease) in other non-current liabilities					1,823			—
			Net cash provided by (used in) financing activities		797,266			(54,043	)
Increase in cash and cash equivalents					16,734			3,105
Cash and cash equivalents, beginning of period					14,631			10,856
Cash and cash equivalents, end of period				$	31,365		$	13,961
Cash paid for:
	Interest			$	8,457		$	3,878
	Taxes			$	4,709		$	—

The accompanying notes are an integral part of these financial statements.

F-51

Emergency Medical Services L.P.

Notes to Unaudited Financial Statements

(dollars in thousands)

1. General

Basis of Presentation of Financial Statements

      The accompanying unaudited, interim consolidated financial statements of Emergency Medical Services L.P. (“EMS” or the “Company”) reflect all adjustments of a normal, recurring nature that are, in the opinion of management, necessary for a fair presentation of results for these interim periods but do not include all of the information and note disclosures required by accounting principles generally accepted in the United States (“GAAP”) for complete financial statements. The results of operations for the five months and three months ended June 30, 2005 are not necessarily indicative of the results that may be expected for the eleven-month period ending December 31, 2005.

      Emergency Medical Services L.P. acquired American Medical Response, Inc. and EmCare Holdings Inc. from Laidlaw International, Inc. on February 10, 2005 with an effective transaction date after the close of business January 31, 2005. The purchase price was $828.8 million, subject to working capital and other purchase adjustments. The Company currently is completing its allocation of purchase price, but goodwill associated with the transaction is expected to be between approximately $265 and $275 million. To finance the acquisition, we entered into a new $450 million senior secured credit facility and issued senior subordinated notes for gross proceeds of $250 million (see note 8). We also issued approximately 22.1 million limited partnership units for $221 million. For this reason, the financial statements for periods prior to February 1, 2005 (“Predecessor”) may not be comparable to the financial statements for periods from and including February 1, 2005 (“Successor”).

      The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition. The Company is in the process of obtaining third-party valuations of certain intangible assets acquired and liabilities assumed, and is evaluating the carryover of tax attributes from the Predecessor; accordingly, the allocation of the purchase price is subject to adjustment.

Current assets		$	476,757
Property, plant & equipment			128,766
Intangible assets			89,850
Goodwill			267,474
Other long-term assets			253,740
	Total assets acquired		1,216,587
Current liabilities			233,144
Long-term debt			620,183
Other long-term liabilities			144,381
	Total liabilities assumed		997,708
	Net assets acquired	$	218,879

      Intangible assets include $0.6 million of radio frequency licenses, $0.3 million of covenants not to compete and $89.0 million for customer relationships. Covenants not to compete and customer relationships are subject to amortization and have a weighted average useful life of approximately 7 years.

      The $267.5 million of goodwill currently has been preliminarily assigned to AMR and EmCare in the amounts of $122.9 million and $144.5 million, respectively, based on the sales agreements and valuations, and is not subject to amortization. EmCare goodwill is deductible for tax purposes.

      Pro forma net revenue, income from operations and net income for the five months ended June 30, 2004, when adjusted for the acquisition described above, would be $663.9 million, $20.4 million and $1.0 million, respectively.

F-52

Emergency Medical Services L.P.

Notes to Unaudited Financial Statements — (Continued)

      The Company is a party to a management agreement with a wholly-owned subsidiary of Onex Corporation, its principal equityholder. In exchange for an annual management fee of $1.0 million, the Onex subsidiary provides us with corporate finance and strategic planning consulting services. For the five months ended June 30, 2005, we expensed $0.4 million in fees pursuant to this agreement.

      The Predecessor companies had a fiscal year ending August 31. EMS adopted a fiscal year end of December 31. Accordingly, the financial statements presented herein include the five-month period beginning the effective date of acquisition and ending June 30, 2005 and the three-month period ending June 30, 2005.

      The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the consolidated and combined financial statements and accompanying notes. Actual results may differ from those estimates. Estimates are used for, but not limited to, the establishment of, allowances for contractual discounts and uncompensated care, reserves for insurance related liabilities, taxes and contingencies.

2. Summary of Significant Accounting Policies

Consolidation

      The unaudited consolidated financial statements include all wholly-owned subsidiaries of EMS, including American Medical Response, Inc. (“AMR”) and EmCare Holdings Inc. (“EmCare”) and their respective subsidiaries. Intercompany transactions and balances have been eliminated.

Combination

      The unaudited combined financial statements for the five months and three months ended June 30, 2004 include the accounts of AMR and EmCare (combined, the “Predecessor”). AMR and EmCare were indirect, wholly-owned subsidiaries of Laidlaw International, Inc. (“Laidlaw”). All significant intracompany transactions have been eliminated.

Recent Accounting Pronouncements

      In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement No. 123 (revised 2004),“Share-Based Payment”. This Statement is a revision of FASB Statement No. 123, “Accounting for Stock-Based Compensation” and is effective as of the beginning of the first interim or annual reporting period that begins after June 15, 2005. The Statement requires public companies to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The Company currently is evaluating the impact that the adoption of this Statement will have on its financial statements, including the alternative transition methods.

3. Equity-based Compensation

      Under the Company’s Equity Option Plan approved in February 2005, key employees have been granted options to purchase partnership units of the Company. The options allow the grantee to purchase partnership units at $10 per unit (subject to appropriate adjustment upon a recapitalization or similar event). The grants vest ratably over a period of 4 years and, in addition, certain performance measures must be met for 50% of each grant to become exercisable. The Company has adopted FASB Statement No. 123, “Accounting for Stock-Based Compensation”. This Statement requires companies to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The Company recorded a charge of $300 for the five months ended June 30, 2005 associated with the grant of these options.

      The Black-Scholes option pricing model was used to estimate fair values as of the date of grant using 0% volatility, risk free interest rates ranging from 3.95% to 4.20%, 0% dividend yield and expected terms of 3.5 and 5 years.

      The Company granted 2,289,979 options from the inception of the plan through June 30, 2005.

F-53

Emergency Medical Services L.P.

Notes to Unaudited Financial Statements — (Continued)

4. Accrued Liabilities

      Accrued liabilities were as follows at June 30, 2005 and January 31, 2005:

	Successor		Predecessor
	June 30,		January 31,
	2005		2005
Accrued wages and benefits	$	56,864	$	53,231
Accrued paid time off		22,409		20,141
Current portion of self-insurance reserve		43,856		41,283
Accrued restructuring		475		1,118
Current portion of compliance and legal		2,282		3,607
Accrued billing and collection fees		3,794		3,522
Accrued incentive compensation		15,796		23,802
Accrued interest		12,124		—
Other		31,825		24,941
Total accrued liabilities	$	189,425	$	171,645

5. Commitments and Contingencies

Services

      The Company is subject to the Medicare and Medicaid fraud and abuse laws which prohibit, among other things, any false claims, or any bribe, kick-back or rebate in return for the referral of Medicare and Medicaid patients. Violation of these prohibitions may result in civil and criminal penalties and exclusion from participation in the Medicare and Medicaid programs. Management has implemented policies and procedures that management believes will assure that the Company is in substantial compliance with these laws. From time to time, we receive requests for information from government agencies pursuant to their regulatory or investigational authority. Such requests can include subpoenas or demand letters for documents to assist the government in audits or investigations. The Company is cooperating with the government agencies conducting these investigations and is providing requested information to the government agencies. Other than the investigations described below, management believes that the outcome of any of these investigations would not have a material adverse effect on the Company.

      During the first quarter of fiscal 2004, AMR was advised by the U.S. Department of Justice that it was investigating certain of AMR’s business practices. The specific practices at issue are (1) whether ambulance transports involving Medicare eligible patients complied with the “medically necessary” requirement imposed by Medicare regulations, (2) whether patient signatures, when required, were properly obtained from Medicare eligible patients, and (3) whether discounts in violation of the federal Anti-Kickback Statute were provided by AMR in exchange for referrals involving Medicare eligible patients. In connection with the third issue, the government has alleged that certain of our hospital and nursing home contracts in effect in Texas, primarily certain contracts in effect in 1996 and 1997, contained discounts in violation of the federal Anti-Kickback Statute. The government recently has provided the Company with an analysis of the investigation conducted in connection with this contract issue, and invited the Company to respond. The Company is considering the government’s analysis and intends to provide its views, as requested. The government may also be investigating whether AMR’s contracts with health facilities in Oregon and other jurisdictions violate the Anti-Kickback Statute. At this juncture, it is not possible to predict the ultimate conclusion of these investigations, nor is it possible to estimate possible financial exposure, if any, to the Company.

F-54

Emergency Medical Services L.P.

Notes to Unaudited Financial Statements — (Continued)

      On May 9, 2002, AMR received a subpoena duces tecum from the Office of Inspector General for the United States Department of Health and Human Services (“HHS”). The subpoena requested copies of documents for the period from January 1993 through May 2002. The subpoena required AMR to produce a broad range of documents relating to Regional Emergency Services’ contracts in Texas, Georgia and Colorado. The claims in Texas have been resolved. However, the government investigations in Georgia and Colorado are continuing and it is not possible at this time to estimate the financial exposure, if any, to the Company.

      EmCare has been named a defendant in a collective action lawsuit brought by a number of nurse practitioners and physician assistants under the federal Fair Labor Standards Act. The plaintiffs are seeking to recover overtime pay for the hours they worked in excess of 40 in a workweek and reclassification as non-exempt employees. Certain of the plaintiffs brought a related action under California state law. EmCare has entered into a settlement of the California state law claims.

      On July 12, 2005, the Company received a letter and draft Audit Report from the Office of Inspector General for the United States Department of Health and Human Services, or OIG, requesting the Company’s response to its draft findings that the Company’s Massachusetts subsidiary received substantial overpayments from Medicare for services performed between July 1, 2002 and December 31, 2002. The draft findings state that some of these services did not meet Medicare medical necessity and reimbursement requirements. The Company disagrees with the OIG’s finding and is in the process of responding to the draft Audit Report. If the Company is unsuccessful in challenging the OIG’s draft findings, and in any administrative appeals to which the Company may be entitled following the release of a final Audit Report, the Company may be required to make a substantial repayment.

Income Tax Matters

      The respective tax authorities, in the normal course, audit previous tax filings. It is not possible at this time to predict the final outcome of these audits or establish a reasonable estimate of possible additional taxes owing, if any.

      In connection with the acquisition of AMR and EmCare, a section 338(h)(10) election was made for EmCare which eliminated $85 million of deferred tax assets and stepped-up EmCare’s tax basis to fair value. Differences between book and tax depreciation and amortization for these assets will create future deferred tax assets.

      AMR HoldCo, Inc. and EmCare HoldCo, Inc. are commonly owned by a partnership, Emergency Medical Services L.P., and therefore are required to file two separate consolidated tax returns. The disclosed tax amounts relate to the corporate income taxes of these two corporate consolidated groups combined.

6. Insurance

      Insurance reserves are established for automobile, workers compensation, general liability and professional liability claims utilizing policies with both fully-insured and self-insured components. This includes use of an off-shore captive insurance program through a wholly-owned subsidiary for certain professional liability (malpractice) programs for EmCare. In those instances where the Company has obtained third-party insurance coverage, either directly through an independent outside party or through participation in a Laidlaw-administered program, the Company normally retains liability for the first $1 to $2 million of the loss. Insurance reserves cover known claims and incidents within the level of Company retention that may result in the assertion of additional claims, as well as claims from unknown incidents that may be asserted arising from activities through the balance sheet dates.

F-55

Emergency Medical Services L.P.

Notes to Unaudited Financial Statements — (Continued)

      The Company establishes reserves for claims based upon an assessment of actual claims and claims incurred but not reported. The reserves are established based on consultation with third-party independent actuaries using actuarial principles and assumptions that consider a number of factors, including historical claim payment patterns (including legal costs) and changes in case reserves and the assumed rate of inflation in healthcare costs and property damage repairs.

      Certain insurance programs also require the Company to maintain deposits with third-party insurers, trustees or with Laidlaw to cover future claims costs, and these deposits are included as assets in the accompanying consolidated balance sheets. Investments supporting insurance programs are comprised principally of government securities and investment grade securities and are presented as restricted assets in the combined balance sheets. These investments are designated as available-for-sale and reported at fair value. Investment income/loss earned on these investments is reported as a component of insurance expense in the consolidated/combined statements of operations.

7. Segment Information

      Operating segments are defined by SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The operating segments are managed separately because each operating segment represents a strategic business unit providing healthcare transportation services or emergency management services.

							Predecessor
	Five			Three			Five			Three
	Months			Months			Months			Months
	Ended			Ended			Ended			Ended
	June 30,			June 30,			June 30,			June 30,
	2005			2005			2004			2004
Healthcare Transportation Services
Net revenue	$	469,804		$	284,694		$	434,294		$	259,713
Segment EBITDA		45,244			25,440			32,903			19,676
Capital expenditures		18,344			8,506			15,838			9,891
Emergency Management Services
Net revenue		261,606			160,327			229,586			140,262
Segment EBITDA		18,485			12,098			10,755			6,913
Capital expenditures		1,708			790			1,553			1,230
Total
Net revenue		731,410			445,021			663,880			399,975
Segment EBITDA		63,729			37,538			43,658			26,589
Capital expenditures		20,052			9,296			17,391			11,121
Reconciliation of EBITDA to Net Income
EBITDA		63,729			37,538			43,658			26,589
Depreciation and amortization expense		(23,988	)		(14,136	)		(21,958	)		(13,160	)
Interest expense		(21,584	)		(13,646	)		(3,541	)		(3,073	)
Realized gain (loss) on investments		(6	)		33			(52	)		—
Interest and other income (loss)		94			81			48			12
Income tax expense		(7,178	)		(3,821	)		(7,831	)		(4,794	)
Net income	$	11,067		$	6,049		$	10,324		$	5,574

F-56

Emergency Medical Services L.P.

Notes to Unaudited Financial Statements — (Continued)

8. Debt

      On February 10, 2005, the Company issued $250 million of senior subordinated unsecured notes and executed a $450 million senior secured credit facility agreement.

      The senior subordinated notes have a fixed interest rate of 10%, payable semi-annually, and mature in February 2015.

      The senior secured credit facility consists of a $350 million senior secured term loan and a $100 million revolving credit facility commitment, each collateralized by a pledge of 100% of the capital stock of the Company and its direct and indirect domestic subsidiaries and 65% of the capital stock of any direct foreign subsidiaries, and a security interest in substantially all tangible and intangible assets of EMS and its subsidiaries. The term loan matures in February 2012 and requires quarterly principal payments of $875 commencing May 2005. The revolving credit facility, which is limited by outstanding letter of credit obligations, requires principal and interest to be paid at maturity in February 2011. The revolving credit facility is also subject to an annual commitment fee of 0.5% on unused commitments. Under the terms of the agreement, the Company may select between various interest rate arrangements based on LIBOR or the Prime Rate plus additional basis points within a range of 2.0% to 3.0%, determined by reference to a leverage ratio. At June 30, 2005, net of letters of credit outstanding of $24.3 million, the maximum available under the revolving credit facility was $75.7 million. No amounts were outstanding under the revolving credit facility at June 30, 2005.

      The senior secured credit facility agreement contains various customary operating and financial covenants. The more restrictive of these covenants limit the Company’s and its subsidiaries ability to create liens on assets; make certain investments, loans, guarantees or advances; incur additional indebtedness or issue capital stock; engage in mergers, acquisitions or consolidations; dispose of assets; pay dividends, repurchase equity interests or make other restricted payments; change the business conducted by the Company; engage in transactions with affiliates; and repay certain indebtedness, including the senior unsecured notes, or amend or otherwise modify agreements governing the subordinated indebtedness. The financial maintenance covenants establish a maximum leverage ratio, a maximum senior leverage ratio, a minimum fixed charge coverage ratio and an annual capital expenditure limit. The Company is in compliance with its borrowing agreement covenants as of June 30, 2005.

      Following is a summary of the Company’s borrowings as of the respective balance sheet dates:

	Successor			Predecessor
	June 30,			January 31,
	2005			2005
Senior subordinated notes due 2015	$	250,000		$	—
Senior secured term loan due 2012 (5.67% at June 30, 2005)		349,125			—
Capital lease obligations		5,808			8,110
Notes due at various dates from 2005 to 2022 with interest rates from 6% to 10%		991			3,387
Total long-term debt		605,924			11,497
Less current maturities		(9,204	)		(5,846	)
Long-term debt, less current maturities	$	596,720		$	5,651

F-57

Emergency Medical Services L.P.

Notes to Unaudited Financial Statements — (Continued)

      The aggregate maturities of debt are as follows:

Year ended June 30,
2006	$	9,204
2007		5,291
2008		2,638
2009		3,547
2010		3,688
Thereafter		581,556
	$	605,924

9. Guarantors of Debt

      Emergency Medical Services L.P. financed the acquisition of AMR and EmCare in part by issuing $250.0 million principal amount of senior subordinated notes and borrowing $370.2 million under its senior secured credit facility. Its wholly-owned subsidiaries, AMR HoldCo, Inc. and EmCare HoldCo, Inc., are the issuers of the senior subordinated notes and the borrowers under the senior secured credit facility. As part of the transaction, AMR and its subsidiaries became wholly-owned subsidiaries of AMR HoldCo, Inc. and EmCare and its subsidiaries became wholly-owned subsidiaries of EmCare HoldCo, Inc. The senior subordinated notes and the senior secured credit facility include a full, unconditional and joint and several guarantee by all of the Company’s subsidiaries other than its captive insurance subsidiary. All of the operating income and cash flow of EMS L.P., AMR HoldCo, Inc. and EmCare HoldCo, Inc. is generated by AMR, EmCare and their subsidiaries. As a result, funds necessary to meet the debt service obligations under the senior secured notes and senior secured credit facility described above are provided in large part by the distributions or advances from the subsidiary companies, AMR and EmCare. Investments in subsidiary operating companies are accounted for on the equity method. Accordingly, entries necessary to consolidate the parent company, AMR HoldCo, Inc., EmCare HoldCo, Inc. and all of their subsidiaries are reflected in the Eliminations/Adjustments column. Separate complete financial statements of the issuers and subsidiary guarantors would not provide additional material information that would be useful in assessing the financial composition of the issuers or the subsidiary guarantors. The condensed combining financial statements for the parent company, the issuers, the guarantors and the non-guarantor are as follows:

F-58

Consolidating Balance Sheet

As of June 30, 2005

						Issuer		Issuer
						AMR		EmCare		Subsidiary		Subsidiary			Eliminations/
			Parent Co.			HoldCo, Inc.		HoldCo, Inc.		Guarantors		Non-guarantor			Adjustments			Total
Assets
Current assets:
	Cash and cash equivalents		$	24,886		$	—	$	58	$	6,403	$	18		$	—		$	31,365
	Restricted cash and cash equivalents			—			—		—		—		12,785			—			12,785
	Restricted marketable securities			—			—		—		—		1,011			—			1,011
	Trade and other accounts receivable, net			—			—		—		346,006		7,481			(6,996	)		346,491
	Parts and supplies inventory			—			—		—		18,404		—			—			18,404
	Other current assets			—			—		—		54,528		3,243			(23,087	)		34,684
	Current deferred tax assets			—			—		—		17,115		2,659			—			19,774
		Current assets		24,886			—		58		442,456		27,197			(30,083	)		464,514
Non-current assets:
	Property, plant, and equipment, net			—			—		—		130,061		—			—			130,061
	Intercompany receivable			252			421,784		189,452		17,389		20,660			(649,537	)		—
	Intangible assets, net			—			—		—		84,542		—			—			84,542
	Non-current deferred tax assets			—			—		—		120,979		(1,131	)		—			119,848
	Restricted long-term investments			—			—		—		—		57,734			—			57,734
	Goodwill			—			—		—		267,474		—			—			267,474
	Other long-term assets			—			12,172		5,469		81,738		—			—			99,379
	Investment and advances in subsidiaries			230,860			157,738		73,108		6,338		—			(468,044	)		—
		Assets	$	255,998		$	591,694	$	268,087	$	1,150,977	$	104,460		$	(1,147,664	)	$	1,223,552
Liabilities and Equity
Current liabilities:
	Accounts payable		$	—		$	—	$	—	$	46,614	$	1,292		$	—		$	47,906
	Accrued liabilities			(540	)		8,387		3,768		150,317		27,493			—			189,425
	Current portion of long-term debt			—			2,415		1,085		5,704		—			—			9,204
		Current liabilities		(540	)		10,802		4,853		202,635		28,785			—			246,535
Long-term debt				—			410,982		184,643		1,095		—			—			596,720
Other long-term liabilities				—			—		—		110,183		69,337			(30,083	)		149,437
Intercompany				25,678			12,172		5,469		606,218		—			(649,537	)		—
		Liabilities		25,138			433,956		194,965		920,131		98,122			(679,620	)		992,692
Common stock				—			—		—		—		30			(30	)		—
Additional paid-in capital				—			—		—		—		6,690			(6,690	)		—
Partnership equity				219,429			151,374		68,055		219,429		—			(438,858	)		219,429
Retained earnings				11,067			6,364		4,703		11,053		—			(22,120	)		11,067
Comprehensive income (loss)				364			—		364		364		(382	)		(346	)		364
	Equity			230,860			157,738		73,122		230,846		6,338			(468,044	)		230,860
		Liabilities and Equity	$	255,998		$	591,694	$	268,087	$	1,150,977	$	104,460		$	(1,147,664	)	$	1,223,552

F-59

Predecessor

Combining Balance Sheet

As of January 31, 2005

					Issuer		Issuer
					AMR		EmCare		Subsidiary			Subsidiary			Eliminations/
			Parent Co.		HoldCo, Inc.		HoldCo, Inc.		Guarantors			Non-guarantor			Adjustments			Total
Assets
Current assets:
	Cash and cash equivalents		$	—	$	—	$	—	$	4,778		$	9,853		$	—		$	14,631
	Restricted cash and cash equivalents			—		—		—		—			9,846			—			9,846
	Restricted marketable securities			—		—		—		—			2,473			—			2,473
	Trade and other accounts receivable, net			—		—		—		359,945			43,339			(33,517	)		369,767
	Parts and supplies inventory			—		—		—		18,499			—			—			18,499
	Other current assets			—		—		—		81,818			6,097			(47,780	)		40,135
	Current deferred tax assets			—		—		—		62,433			2,659			—			65,092
		Current assets		—		—		—		527,473			74,267			(81,297	)		520,443
Non-current assets:
	Property, plant, and equipment, net			—		—		—		128,766			—			—			128,766
	Intangible assets, net			—		—		—		16,075			—			—			16,075
	Non-current deferred tax assets			—		—		—		203,391			(922	)		—			202,469
	Restricted long-term investments			—		—		—		—			41,810			—			41,810
	Goodwill			—		—		—		—			—			—			—
	Other long-term assets			—		—		—		73,947			—			—			73,947
	Investment and advances in subsidiaries			—		—		—		6,404			—			(6,404	)		—
		Assets	$	—	$	—	$	—	$	956,056		$	115,155		$	(87,701	)	$	983,510
Liabilities and Equity
Current liabilities:
	Accounts payable		$	—	$	—	$	—	$	82,167		$	5,186		$	(31,535	)	$	55,818
	Accrued liabilities			—		—		—		147,291			24,354			—			171,645
	Current portion of long-term debt			—		—		—		5,846			—			—			5,846
		Current liabilities		—		—		—		235,304			29,540			(31,535	)		233,309
Long-term debt				—		—		—		5,651			—			—			5,651
Other long-term liabilities				—		—		—		116,824			79,211			(49,762	)		146,273
		Liabilities		—		—		—		357,779			108,751			(81,297	)		385,233
Laidlaw payable				—		—		—		202,042			—			—			202,042
Laidlaw investment				—		—		—		356,550			—			—			356,550
Common stock				—		—		—		—			30			(30	)		—
Additional paid-in capital				—		—		—		—			5,054			(5,054	)		—
Retained earnings				—		—		—		40,000			1,635			(1,635	)		40,000
Comprehensive income (loss)				—		—		—		(315	)		(315	)		315			(315	)
	Equity			—		—		—		598,277			6,404			(6,404	)		598,277
		Liabilities and Equity	$	—	$	—	$	—	$	956,056		$	115,155		$	(87,701	)	$	983,510

F-60

Consolidating Statement of Operations

For the Five Months Ended June 30, 2005

			Issuer		Issuer					Subsidiary
			AMR		EmCare		Subsidiary			Non-			Eliminations/
	Parent Co.		HoldCo, Inc.		HoldCo, Inc.		Guarantors			guarantor			Adjustments			Total
Net revenue	$	—	$	—	$	—	$	731,410		$	22,425		$	(22,425	)	$	731,410
Compensation and benefits		—		—		—		502,998			—			—			502,998
Operating expenses		—		—		—		102,170			—			—			102,170
Insurance expense		—		—		—		39,340			22,419			(22,425	)		39,334
Selling, general and administrative expenses		—		—		—		23,179			—			—			23,179
Depreciation and amortization expense		—		—		—		23,988			—			—			23,988
Income from operations		—		—		—		39,735			6			—			39,741
Interest expense		—		—		—		(21,584	)		—			—			(21,584	)
Realized loss on investments		—		—		—		—			(6	)		—			(6	)
Interest and other income		—		—		14		80			—			—			94
Income before income taxes		—		—		14		18,231			—			—			18,245
Income tax expense		—		—		—		(7,178	)		—			—			(7,178	)
Income before equity in earnings of unconsolidated subsidiaries		—		—		14		11,053			—			—			11,067
Equity in earnings of unconsolidated subsidiaries		11,067		6,364		4,689		—			—			(22,120	)		—
Net income	$	11,067	$	6,364	$	4,703	$	11,053		$	—		$	(22,120	)	$	11,067

F-61

Predecessor Combining Statement of Operations

For the Five Months Ended June 30, 2004

				Issuer		Issuer					Subsidiary
				AMR		EmCare		Subsidiary			Non-			Eliminations/
		Parent Co.		HoldCo, Inc.		HoldCo, Inc.		Guarantors			guarantor			Adjustments			Total
Net revenue		$	—	$	—	$	—	$	663,880		$	27,859		$	(27,859	)	$	663,880
Compensation and benefits			—		—		—		464,610			—			—			464,610
Operating expenses			—		—		—		91,661			—			—			91,661
Insurance expense			—		—		—		36,917			27,807			(27,859	)		36,865
Selling, general and administrative expenses			—		—		—		19,269			—			—			19,269
Laidlaw fees and compensation charges			—		—		—		6,436			—			—			6,436
Depreciation and amortization expense			—		—		—		21,958			—			—			21,958
Restructuring charges			—		—		—		1,381			—			—			1,381
	Income from operations		—		—		—		21,648			52			—			21,700
Interest expense			—		—		—		(3,541	)		—			—			(3,541	)
Realized loss on investments			—		—		—		—			(52	)		—			(52	)
Interest and other income			—		—		—		48			—			—			48
	Income before income taxes		—		—		—		18,155			—			—			18,155
Income tax expense			—		—		—		(7,831	)		—			—			(7,831	)
	Net income	$	—	$	—	$	—	$	10,324		$	—		$	—		$	10,324

Consolidating Statement of Operations

For the Three Months Ended June 30, 2005

			Issuer		Issuer					Subsidiary
			AMR		EmCare		Subsidiary			Non-			Eliminations/
	Parent Co.		HoldCo, Inc.		HoldCo, Inc.		Guarantors			guarantor			Adjustments			Total
Net revenue	$	—	$	—	$	—	$	445,021		$	13,455		$	(13,455	)	$	445,021
Compensation and benefits		—		—		—		307,308			—			—			307,308
Operating expenses		—		—		—		63,250			—			—			63,250
Insurance expense		—		—		—		22,394			13,488			(13,455	)		22,427
Selling, general and administrative expenses		—		—		—		14,498			—			—			14,498
Depreciation and amortization expense		—		—		—		14,136			—			—			14,136
Income from operations		—		—		—		23,435			(33	)		—			23,402
Interest expense		—		—		—		(13,646	)		—			—			(13,646	)
Realized gain on investments		—		—		—		—			33			—			33
Interest and other income		—		—		—		81			—			—			81
Income before income taxes		—		—		—		9,870			—			—			9,870
Income tax expense		—		—		—		(3,821	)		—			—			(3,821	)
Income before equity in earnings of unconsolidated subsidiaries		—		—		—		6,049			—			—			6,049
Equity in earnings of unconsolidated subsidiaries		6,049		2,298		3,751		—			—			(12,098	)		—
Net income	$	6,049	$	2,298	$	3,751	$	6,049		$	—		$	(12,098	)	$	6,049

F-62

Predecessor

Combining Statement of Operations

For the Three Months Ended June 30, 2004

				Issuer		Issuer					Subsidiary
				AMR		EmCare		Subsidiary			Non-		Eliminations/
		Parent Co.		HoldCo, Inc.		HoldCo, Inc.		Guarantors			guarantor		Adjustments			Total
Net revenue		$	—	$	—	$	—	$	399,975		$	16,715	$	(16,715	)	$	399,975
Compensation and benefits			—		—		—		280,364			—		—			280,364
Operating expenses			—		—		—		53,490			—		—			53,490
Insurance expense			—		—		—		22,865			16,715		(16,715	)		22,865
Selling, general and administrative expenses			—		—		—		12,805			—		—			12,805
Laidlaw fees and compensation charges			—		—		—		3,862			—		—			3,862
Depreciation and amortization expense			—		—		—		13,160			—		—			13,160
	Income from operations		—		—		—		13,429			—		—			13,429
Interest expense			—		—		—		(3,073	)		—		—			(3,073	)
Interest and other income			—		—		—		12			—		—			12
	Income before income taxes		—		—		—		10,368			—		—			10,368
Income tax expense			—		—		—		(4,794	)		—		—			(4,794	)
	Net income	$	—	$	—	$	—	$	5,574		$	—	$	—		$	5,574

F-63

Condensed Consolidating Statement of Cash Flows

For the Five Months Ended June 30, 2005

					Issuer			Issuer						Subsidiary
					AMR			EmCare			Subsidiary			Non-
		Parent Co.			HoldCo Inc.			HoldCo Inc.			Guarantors			guarantors			Total
Cash Flows from Operating Activities
	Net cash provided by operating activities	$	—		$	—		$	14		$	87,487		$	7,202		$	94,703
Cash Flows from Investing Activities
EMS purchase of AMR and EmCare			(828,775	)		—			—			—			—			(828,775	)
Purchase of property, plant and equipment			—			—			—			(20,052	)		—			(20,052	)
Proceeds from sale of property, plant and equipment			—			—			—			456			—			456
Purchase of restricted cash and investments			—			—			—			—			(27,103	)		(27,103	)
Proceeds from sale and maturity of restricted investments			—			—			—			—			10,066			10,066
Net change in deposits and other assets			—			—			—			(9,827	)		—			(9,827	)
	Net cash used in investing activities		(828,775	)		—			—			(29,423	)		(17,037	)		(875,235	)
Cash Flows from Financing Activities
Borrowings under new senior secured credit facility			—			241,500			108,500			—			—			350,000
Proceeds from issuance of senior subordinated notes			—			172,500			77,500			—			—			250,000
Borrowings under new revolving credit facility			—			13,938			6,262			—			—			20,200
Issuance of partnership equity			221,155			—			—			—			—			221,155
Financing costs			(1,737	)		(12,686	)		(5,699	)		—			—			(20,122	)
Repayments of capital lease obligations and other debt			—			—			—			(3,499	)		—			(3,499	)
Repayments of revolving credit facility			—			(13,938	)		(6,262	)		—			—			(20,200	)
Net intercompany borrowings (payments)			634,243			(401,314	)		(180,257	)		(52,672	)		—			—
Increase (decrease) in bank overdrafts			—			—			—			(2,091	)		—			(2,091	)
Increase (decrease) in other non-current liabilities			—			—			—			1,823			—			1,823
	Net cash provided by (used in) financing activities		853,661			—			44			(56,439	)		—			797,266
Increase in cash and cash equivalents			24,886			—			58			1,625			(9,835	)		16,734
Cash and cash equivalents, beginning of period			—			—			—			4,778			9,853			14,631
Cash and cash equivalents, end of period		$	24,886		$	—		$	58		$	6,403		$	18		$	31,365

F-64

Predecessor

Condensed Combining Statement of Cash Flows

For the Five Months Ended June 30, 2004

				Issuer		Issuer					Subsidiary
				AMR		EmCare		Subsidiary			Non-
		Parent Co.		HoldCo, Inc.		HoldCo, Inc.		Guarantors			guarantors			Total
Cash Flows from Operating Activities
	Net cash provided by operating activities	$	—	$	—	$	—	$	67,440		$	13,829		$	81,269
Cash Flows from Investing Activities
Purchase of property, plant and equipment			—		—		—		(17,387	)		—			(17,387	)
Proceeds from sale of property, plant and equipment			—		—		—		518			—			518
Purchase of restricted cash and investments			—		—		—		—			(43,535	)		(43,535	)
Proceeds from sale and maturity of restricted investments			—		—		—		—			30,595			30,595
Other investing activities			—		—		—		5,688			—			5,688
	Net cash used in investing activities		—		—		—		(11,181	)		(12,940	)		(24,121	)
Cash Flows from Financing Activities
Repayments of capital lease obligations and other debt			—		—		—		(3,956	)		—			(3,956	)
Payments to Laidlaw			—		—		—		(49,734	)		—			(49,734	)
Decrease in bank overdrafts			—		—		—		(353	)		—			(353	)
	Net cash used in financing activities		—		—		—		(54,043	)		—			(54,043	)
Change in cash and cash equivalents			—		—		—		2,216			889			3,105
Cash and cash equivalents, beginning of period			—		—		—		10,830			26			10,856
Cash and cash equivalents, end of period		$	—	$	—	$	—	$	13,046		$	915		$	13,961

10. Subsequent Event

      On July 28, 2005, the Company’s board of directors authorized the filing of a registration statement on Form S-1 in connection with a proposed initial public offering of the Company’s equity. The Company currently anticipates that, in connection with a public offering, it will effect a reorganization pursuant to which the Company becomes a consolidated subsidiary of a newly-formed Delaware corporation and that corporation, to be named Emergency Medical Services Corporation, will issue common stock in the offering.

      In connection with the offering and the related reorganization, the outstanding options described in note 3 will become options to purchase shares of Emergency Medical Services Corporation’s common stock; the number of shares subject to each option and the exercise price will be determined based on Emergency Medical Services Corporation’s capitalization and the offering price per share of common stock.

F-65

$250,000,000

                                             

AMR HoldCo, Inc.

EmCare HoldCo, Inc.

Offer to Exchange

10% Senior Subordinated Notes due 2015

Prospectus

                    , 2005

      Until                     , 2005, all dealers that effect transactions in these securities, whether or not participating in the exchange offer may be required to deliver a prospectus. This is in addition to the dealers’ obligations to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II

Information Not Required in Prospectus

Item 20. Indemnification of Directors and Officers

General Obligations Law

      Under Section 145 of the Delaware General Corporation Law, the DGCL, a corporation may indemnify its directors, officers, employees and agents and its former directors, officers, employees and agents and those who serve, at the corporation’s request, in such capacities with another enterprise, against expenses, including attorneys’ fees, as well as judgments, fines and settlements in nonderivative lawsuits, actually and reasonably incurred in connection with the defense of any action, suit or proceeding in which they or any of them were or are made parties or are threatened to be made parties by reason of their serving or having served in such capacity. The DGCL provides, however, that such person must have acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the corporation and, in the case of a criminal action, such person must have had no reasonable cause to believe his or her conduct was unlawful. In addition, the DGCL does not permit indemnification in an action or suit by or in the right of the corporation, where such person has been adjudged liable to the corporation, unless, and only to the extent that, a court determines that such person fairly and reasonably is entitled to indemnity for costs the court deems proper in light of liability adjudication. Indemnity is mandatory to the extent a claim, issue or matter has been successfully defended.

Certificate of Incorporation and By-Laws

      Our certificates of incorporation provide that none of our directors shall be personally liable for breach of fiduciary duty as a director. Any repeal or modification of that provision shall not adversely affect any right or protection, or any limitation of the liability of, any of our directors existing at, or arising out of facts or incidents occurring prior to, the effective date of such repeal or modification. Both our certificates of incorporation and our by-laws will provide for the indemnification of our directors and officers to the fullest extent permitted by the DGCL.

Indemnification Agreements

      Additionally, we have entered into indemnification agreements with certain of our directors and officers which may, in certain cases, be broader than the specific indemnification provisions contained under current applicable law. The indemnification agreements may require us, among other things, to indemnify such officers and directors against certain liabilities that may arise by reason of their status or service as directors, officers or employees of the company and to advance the expenses incurred by such parties as a result of any threatened claims or proceedings brought against them as to which they could be indemnified.

Liability Insurance

      Our directors and officers are covered by insurance policies maintained by us against certain liabilities for actions taken in their capacities as such, including liabilities under the Securities Act of 1933, or the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-1

Item 21. Exhibits and Financial Data Schedules

(A)     Exhibits

2	.1	Stock Purchase Agreement, dated as of December 6, 2004, by and among Laidlaw International, Inc., Laidlaw Medical Holdings, Inc. and Emergency Medical Services Corporation*
2	.2	Amendment to Stock Purchase Agreement, dated February 10, 2005, by and among Laidlaw International, Inc., Laidlaw Medical Holdings, Inc. and Emergency Medical Services Corporation*
2	.3	Stock Purchase Agreement, dated as of December 6, 2004, by and among Laidlaw International, Inc., Laidlaw Medical Holdings, Inc. and Emergency Medical Services Corporation*
2	.4	Amendment to Stock Purchase Agreement, dated as of February 10, 2005, by and among Laidlaw International, Inc., Laidlaw Medical Holdings, Inc. and Emergency Medical Services Corporation*
2	.5	Letter, dated March 25, 2005, to AMR Holdco, Inc. from Laidlaw Medical Holdings, Inc.*
3	.1	Form of Amended and Restated Certificate of Incorporation of Emergency Medical Services Corporation†
3	.2	Form of Amended and Restated By-Laws of Emergency Medical Services Corporation†
3	.3	Certificate of Formation of Emergency Medical Services L.P.*
3	.4	Agreement of Limited Partnership of Emergency Medical Services L.P., dated February 10, 2005, by and among Emergency Medical Services Corporation and the persons listed on Schedule A thereto*
3	.5	Amended and Restated Agreement of Limited Partnership of Emergency Medical Services L.P., dated September   , 2005, by and among Emergency Medical Services Corporation and the persons listed on Schedule A thereto†
3	.6	Certificate of Incorporation of AMR HoldCo, Inc.
3	.7	Amended and Restated By-Laws of AMR HoldCo, Inc.
3	.8	Certificate of Incorporation of EmCare HoldCo, Inc.
3	.9	Amended and Restated By-Laws of EmCare HoldCo, Inc.
3	.10	Certificate of Incorporation of Ambulance Acquisition, Inc., with amendments thereto
3	.11	By-Laws of Ambulance Acquisition, Inc.
3	.12	Articles of Incorporation of American Investment Enterprises, Inc.
3	.13	By-Laws of American Investment Enterprises, Inc.
3	.14	Certificate of Incorporation of American Medical Pathways, Inc., with amendments thereto
3	.15	By-Laws of American Medical Pathways, Inc.
3	.16	Articles of Incorporation of American Medical Response Northwest, Inc., with amendments thereto
3	.17	By-Laws of American Medical Response Northwest, Inc.
3	.18	Articles of Incorporation of American Medical Response West, with amendments thereto
3	.19	By-Laws of American Medical Response West
3	.20	Certificate of Formation of American Medical Response Delaware Valley, LLC
3	.21	Limited Liability Company Agreement of American Medical Response Delaware Valley, LLC
3	.22	Certificate of Incorporation of American Medical Response of Inland Empire, with amendments thereto
3	.23	By-Laws of American Medical Response of Inland Empire (f.k.a. Courtesy Services of San Bernardino, Inc.)
3	.24	Articles of Incorporation of American Medical Response Mid-Atlantic, Inc., with amendments thereto
3	.25	By-Laws of American Medical Response Mid-Atlantic, Inc.
3	.26	Certificate of Incorporation of American Medical Response, Inc., with amendments thereto
3	.27	By-Laws of American Medical Response, Inc.
3	.28	Certificate of Incorporation of American Medical Response of Colorado, Inc., with amendments thereto
3	.29	By-Laws of American Medical Response of Colorado, Inc.
3	.30	Certificate of Incorporation of American Medical Response of Connecticut, Incorporated, with amendments thereto
3	.31	By-Laws of American Medical Response of Connecticut, Incorporated

II-2

3	.32	Certificate of Incorporation of American Medical Response of Illinois, Inc., with amendments thereto
3	.33	By-Laws of American Medical Response of Illinois, Inc.
3	.34	Certificate of Incorporation of American Medical Response of Tennessee, Inc., with amendments thereto
3	.35	By-Laws of American Medical Response of Tennessee, Inc.
3	.36	Certificate of Incorporation of American Medical Response of Oklahoma, Inc.
3	.37	By-Laws of American Medical Response of Oklahoma, Inc.
3	.38	Certificate of Incorporation of American Medical Response of Texas, Inc., with amendments thereto
3	.39	By-Laws of American Medical Response of Texas, Inc.
3	.40	Articles of Incorporation of American Medical Response of Southern California, with amendments thereto
3	.41	By-Laws of American Medical Response of Southern California (f.k.a. Goodhew American Service, Inc.)
3	.42	Certificate of Incorporation of American Medical Response Holdings, Inc., with amendments thereto
3	.43	By-Laws of American Medical Response Holdings, Inc.
3	.44	Certificate of Incorporation of American Medical Response Management, Inc., with amendments thereto
3	.45	By-Laws of American Medical Response Management, Inc.
3	.46	Certificate of Incorporation of American Medical Response of Georgia, Inc., with amendments thereto
3	.47	By-Laws of American Medical Response of Georgia, Inc.
3	.48	Articles of Incorporation of American Medical Response of Massachusetts, Inc., with amendments thereto
3	.49	By-Laws of American Medical Response of Massachusetts, Inc.
3	.50	Certificate of Incorporation of American Medical Response of North Carolina, Inc., with amendments thereto
3	.51	By-Laws of American Medical Response of North Carolina, Inc.
3	.52	Certificate of Incorporation of American Medical Response of South Carolina, Inc., with amendments thereto
3	.53	By-Laws of American Medical Response of South Carolina, Inc.
3	.54	Articles of Incorporation of A1 Leasing, Inc.
3	.55	By-Laws of A1 Leasing, Inc.
3	.56	Certificate of Formation of AMR Brockton, L.L.C.
3	.57	Limited Liability Company Agreement of AMR Brockton, L.L.C.
3	.58	Certificate of Incorporation of Associated Ambulance Service, Inc., with amendments thereto
3	.59	By-Laws of Associated Ambulance Service, Inc.
3	.60	Certificate of Incorporation of Atlantic/ Palm Beach Ambulance, Inc., with amendments thereto
3	.61	By-Laws of Atlantic/ Palm Beach Ambulance, Inc.
3	.62	Certificate of Incorporation of Atlantic/ Key West Ambulance, Inc., with amendments thereto
3	.63	By-Laws of Atlantic/ Key West Ambulance, Inc.
3	.64	Certificate of Incorporation of Atlantic Ambulance Services Acquisition, Inc., with amendments thereto
3	.65	By-Laws of Atlantic Ambulance Services Acquisition, Inc.
3	.66	Certificate of Incorporation of Broward Ambulance, Inc., with amendments thereto
3	.67	By-Laws of Broward Ambulance, Inc.
3	.68	Articles of Incorporation of Desert Valley Medical Transport, Inc., with amendments thereto
3	.69	Amended and Restated By-Laws of Desert Valley Medical Transport, Inc.
3	.70	Certificate of Incorporation of Five Counties Ambulance Service, Inc., with amendments thereto
3	.71	By-Laws of Five Counties Ambulance Service, Inc.
3	.72	Articles of Incorporation of Florida Emergency Partners, Inc.
3	.73	By-Laws of Florida Emergency Partners, Inc.
3	.74	Articles of Incorporation of Fountain Ambulance Service, Inc., with amendments thereto

II-3

3	.75	By-Laws of Fountain Ambulance Service, Inc.
3	.76	Certificate of Incorporation of Global Medical Response, Inc.
3	.77	By-Laws of Global Medical Response, Inc.
3	.78	Articles of Incorporation of Charles T. Mitchell, M.D., Inc., with amendments thereto
3	.79	By-Laws of Charles T. Mitchell, M.D., Inc.
3	.80	Articles of Incorporation of Coordinated Health Services, Inc., with amendments thereto
3	.81	By-Laws of Coordinated Health Services, Inc.
3	.82	Articles of Incorporation of Hank’s Acquisition Corp., with amendments thereto
3	.83	By-Laws of Hank’s Acquisition Corp.
3	.84	Articles of Incorporation of Hemet Valley Ambulance Service, Inc.
3	.85	By-Laws of Hemet Valley Ambulance Service, Inc.
3	.86	Articles of Incorporation of International Life Support, Inc., with amendments thereto
3	.87	By-Laws of International Life Support, Inc.
3	.88	Articles of Incorporation of Kutz Ambulance Service, Inc., with amendments thereto
3	.89	Restated By-Laws of Kutz Ambulance Service, Inc.
3	.90	Certificate of Incorporation of Laidlaw Medical Transportation, Inc., with amendments thereto
3	.91	By-Laws of Laidlaw Medical Transportation, Inc.
3	.92	Articles of Incorporation of LifeCare Ambulance Service, Inc.
3	.93	By-Laws of LifeCare Ambulance Service, Inc.
3	.94	Articles of Incorporation of LifeFleet Southeast, Inc., with amendments thereto
3	.95	By-Laws of LifeFleet Southeast, Inc. (f.k.a. Pinellas Ambulance Services, Inc.)
3	.96	Articles of Incorporation of Medevac MidAmerica, Inc., with amendments thereto
3	.97	By-Laws of Medevac MidAmerica, Inc.
3	.98	Articles of Incorporation Medevac Medical Response, Inc., with amendments thereto
3	.99	By-Laws of Medevac Medical Response, Inc.
3	.100	Articles of Incorporation of Medi-Car Systems, Inc., with amendments thereto
3	.101	By-Laws of Medi-Car Systems, Inc.
3	.102	Articles of Incorporation of Medi-Car Ambulance Service, Inc., with amendments thereto
3	.103	By-Laws of Medi-Car Ambulance Service, Inc.
3	.104	Articles of Incorporation of Medic One of Cobb, Inc.
3	.105	By-Laws of Medic One of Cobb, Inc.
3	.106	Certificate of Incorporation Medic One Ambulance Services, Inc., with amendments thereto
3	.107	By-Laws of Medic One Ambulance Services, Inc.
3	.108	Articles of Incorporation of MedLife Emergency Medical Service, Inc., with amendments thereto
3	.109	By-Laws of MedLife Emergency Medical Service, Inc.
3	.110	Articles of Incorporation Mercy Ambulance of Evansville, Inc., with amendments thereto
3	.111	By-Laws of Mercy Ambulance of Evansville, Inc. (f.k.a. Alexander Ambulance Services, Inc.)
3	.112	Articles of Incorporation Mercy, Inc., with amendments thereto
3	.113	By-Laws of Mercy, Inc.
3	.114	Restated Articles of Incorporation of Mercy Life Care
3	.115	By-Laws of Mercy Life Care
3	.116	Articles of Incorporation of The Gould Group, Inc., with amendments thereto
3	.117	By-Laws of The Gould Group, Inc.
3	.118	Certificate of Incorporation of Metro Ambulance Service (Rural), Inc., with amendments thereto
3	.119	By-Laws of Metro Ambulance Service (Rural), Inc.
3	.120	Certificate of Incorporation of Metro Ambulance Services, Inc., with amendments thereto
3	.121	By-Laws of Metro Ambulance Services, Inc.
3	.122	Articles of Incorporation of Metropolitan Ambulance Service, with amendments thereto
3	.123	By-Laws of Metropolitan Ambulance Service
3	.124	Certificate of Incorporation of Midwest Ambulance Management Company, with amendments thereto
3	.125	By-Laws of Midwest Ambulance Management Company
3	.126	Certificate of Incorporation of Mobile Medic Ambulance Service, Inc.
3	.127	By-Laws of Mobile Medic Ambulance Service, Inc.
3	.128	Articles of Incorporation of Paramed, Inc., with amendments thereto

II-4

3	.129	By-Laws of Paramed, Inc.
3	.130	Certificate of Incorporation of Park Ambulance Service Inc., with amendments thereto
3	.131	By-Laws of Park Ambulance Service Inc.
3	.132	Articles of Incorporation of Physicians & Surgeons Ambulance Service, Inc., with amendments thereto
3	.133	By-Laws of Physicians & Surgeons Ambulance Service, Inc.
3	.134	Articles of Organization of ProvidaCare, L.L.C., with amendments thereto
3	.135	Limited Liability Company Agreement of ProvidaCare, L.L.C.
3	.136	Articles of Incorporation of Puckett Ambulance Service, Inc., with amendments thereto
3	.137	By-Laws of Puckett Ambulance Service, Inc.
3	.138	Certificate of Incorporation of Randle Eastern Ambulance Service, Inc., with amendments thereto
3	.139	By-Laws of Randle Eastern Ambulance Service, Inc. (f.k.a. Dade Miami Eastern Ambulance Services, Inc.)
3	.140	Certificate of Limited Partnership of Regional Emergency Services, LP
3	.141	Amended and Restated Agreement of Limited Partnership of Regional Emergency Services, LP
3	.142	Certificate of Incorporation of Seminole County Ambulance, Inc., with amendments thereto
3	.143	By-Laws of Seminole County Ambulance, Inc.
3	.144	Articles of Incorporation of Springs Ambulance Service, Inc., with amendments thereto
3	.145	By-Laws of Springs Ambulance Service, Inc.
3	.146	Certificate of Incorporation of STAT Healthcare, Inc., with amendments thereto
3	.147	By-Laws of STAT Healthcare, Inc. (f.k.a. New STAT Healthcare, Inc.)
3	.148	Certificate of Incorporation of Sunrise Handicap Transport Corp., with amendments thereto
3	.149	By-Laws of Sunrise Handicap Transport Corp.
3	.150	Articles of Incorporation of TEK, Inc.
3	.151	By-Laws of TEK, Inc., with amendments thereto
3	.152	Articles of Incorporation of Tidewater Ambulance Service, Inc., with amendments thereto
3	.153	By-Laws of Tidewater Ambulance Service, Inc.
3	.154	Articles of Incorporation of Troup County Emergency Medical Services, Inc., with amendments thereto
3	.155	By-Laws of Troup County Emergency Medical Services, Inc.
3	.156	Restated Articles of Incorporation of American Emergency Physicians Management, Inc.
3	.157	By-Laws of American Emergency Physicians Management, Inc. (f.k.a. American Emergency Physicians Medical Group, Inc.)
3	.158	Restated Articles of Incorporation of Norman Bruce Jetton, Inc.
3	.159	Amended and Restated By-Laws of Norman Bruce Jetton, Inc.
3	.160	Articles of Incorporation of Tifton Management Services, Inc., with amendments thereto
3	.161	By-Laws of Tifton Management Services, Inc.
3	.162	Articles of Incorporation of Tucker Emergency Services, Inc., with amendments thereto
3	.163	By-Laws of Tucker Emergency Services, Inc.
3	.164	Certificate of Incorporation of Adams Transportation Services, Inc., with amendments thereto
3	.165	By-Laws of Adams Transportation Services, Inc.
3	.166	Certificate of Incorporation of EM-CODE Reimbursement Solutions, Inc., with amendments thereto
3	.167	By-Laws of EM-CODE Reimbursement Solutions, Inc.
3	.168	Articles of Incorporation of EmCare of Arizona, Inc., with amendments thereto
3	.169	By-Laws of EmCare of Arizona, Inc.
3	.170	Restated and Amended Articles of Incorporation of EmCare of California, Inc., with amendments thereto
3	.171	By-Laws of EmCare of California, Inc.
3	.172	Articles of Incorporation of EmCare of Colorado, Inc.
3	.173	By-Laws of EmCare of Colorado, Inc.
3	.174	Certificate of Incorporation of EmCare of Connecticut, Inc., with amendments thereto
3	.175	By-Laws of EmCare of Connecticut, Inc.
3	.176	Articles of Incorporation of EmCare of Florida, Inc., with amendments thereto
3	.177	By-Laws of EmCare of Florida, Inc.
3	.178	Articles of Incorporation of EmCare of Georgia, Inc.

II-5

3	.179	By-Laws of EmCare of Georgia, Inc.
3	.180	Articles of Incorporation of EmCare of Hawaii, Inc., with amendments thereto
3	.181	By-Laws of EmCare of Hawaii, Inc.
3	.182	Articles of Incorporation of EmCare of Indiana, Inc., with amendments thereto
3	.183	By-Laws of EmCare of Indiana, Inc.
3	.184	Articles of Incorporation of EmCare of Iowa, Inc., with amendments thereto
3	.185	By-Laws of EmCare of Iowa, Inc.
3	.186	Articles of Incorporation of EmCare of Kentucky, Inc.
3	.187	By-Laws of EmCare of Kentucky, Inc.
3	.188	Articles of Incorporation of EmCare of Louisiana, Inc., with amendments thereto
3	.189	By-Laws of EmCare of Louisiana, Inc.
3	.190	Articles of Incorporation of EmCare of Maine, Inc.
3	.191	By-Laws of EmCare of Maine, Inc.
3	.192	Articles of Incorporation of EmCare of Michigan, Inc., with amendments thereto
3	.193	By-Laws of EmCare of Michigan, Inc.
3	.194	Articles of Incorporation of EmCare of Minnesota, Inc.
3	.195	By-Laws of EmCare of Minnesota, Inc.
3	.196	Articles of Incorporation of EmCare of Mississippi, Inc.
3	.197	By-Laws of EmCare of Mississippi, Inc.
3	.198	Articles of Incorporation of EmCare of Missouri, Inc.
3	.199	By-Laws of EmCare of Missouri, Inc.
3	.200	Articles of Incorporation of EmCare of Nevada, Inc., with amendments thereto
3	.201	By-Laws of EmCare of Nevada, Inc.
3	.202	Articles of Incorporation of EmCare of New Hampshire, Inc.
3	.203	By-Laws of EmCare of New Hampshire, Inc.
3	.204	Certificate of Incorporation of EmCare of New Jersey, Inc.
3	.205	By-Laws of EmCare of New Jersey, Inc.
3	.206	Articles of Incorporation of EmCare Contract of Arkansas, Inc., with amendments thereto
3	.207	By-Laws of EmCare Contract of Arkansas, Inc.
3	.208	Certificate of Incorporation of EmCare of New York, Inc., with amendments thereto
3	.209	By-Laws of EmCare of New York, Inc.
3	.210	Articles of Incorporation of EmCare of North Carolina, Inc., with amendments thereto
3	.211	By-Laws of EmCare of North Carolina, Inc.
3	.212	Articles of Incorporation of EmCare of North Dakota, Inc.
3	.213	By-Laws of EmCare of North Dakota, Inc.
3	.214	Articles of Incorporation of EmCare of Ohio, Inc., with amendments thereto
3	.215	By-Laws of EmCare of Ohio, Inc.
3	.216	Certificate of Incorporation of EmCare of Oklahoma, Inc., with amendments thereto
3	.217	By-Laws of EmCare of Oklahoma, Inc.
3	.218	Articles of Incorporation of EmCare of Oregon, Inc.
3	.219	By-Laws of EmCare of Oregon, Inc.
3	.220	Articles of Incorporation of EmCare of Pennsylvania, Inc., with amendments thereto
3	.221	By-Laws of EmCare of Pennsylvania, Inc.
3	.222	Articles of Incorporation of EmCare of Rhode Island, Inc., with amendments thereto
3	.223	By-Laws of EmCare of Rhode Island, Inc.
3	.224	Articles of Incorporation of EmCare of South Carolina, Inc., with amendments thereto
3	.225	By-Laws of EmCare of South Carolina, Inc.
3	.226	Charter of EmCare of Tennessee, Inc., with amendments thereto
3	.227	By-Laws of EmCare of Tennessee, Inc.
3	.228	Articles of Incorporation of EmCare of Texas, Inc., with amendments thereto
3	.229	By-Laws of EmCare of Texas, Inc.
3	.230	Articles of Incorporation of EmCare of Vermont, Inc.
3	.231	By-Laws of EmCare of Vermont, Inc.
3	.232	Articles of Incorporation of EmCare of Virginia, Inc.
3	.233	By-Laws of EmCare of Virginia, Inc.

II-6

3	.234	Articles of Incorporation of EmCare of Washington, Inc.
3	.235	By-Laws of EmCare of Washington, Inc.
3	.236	Articles of Incorporation of EmCare of West Virginia, Inc.
3	.237	By-Laws of EmCare of West Virginia, Inc.
3	.238	Articles of Incorporation of EmCare of Wisconsin, Inc.
3	.239	By-Laws of EmCare of Wisconsin, Inc.
3	.240	Articles of Incorporation of EmCare Physician Providers, Inc., with amendments thereto
3	.241	By-Laws of EmCare Physician Providers, Inc. (f.k.a. Spectrum Emergency Care, Inc.)
3	.242	Certificate of Incorporation of EmCare Physician Services, Inc., with amendments thereto
3	.243	By-Laws of EmCare Physician Services, Inc. (f.k.a. Spectrum Physician and Allied Health Services, Inc.)
3	.244	Articles of Incorporation of EmCare Services of Illinois, Inc., with amendments thereto
3	.245	By-Laws of EmCare Services of Illinois, Inc.
3	.246	Articles of Organization of EmCare Services of Massachusetts, Inc., with amendments thereto
3	.247	By-Laws of EmCare Services of Massachusetts, Inc.
3	.248	Certificate of Incorporation of EmCare Anesthesia Services, Inc., with amendments thereto
3	.249	By-Laws of EmCare Anesthesia Services, Inc. (f.k.a. Spectrum Anesthesia Services, Inc.)
3	.250	Articles of Organization of EmCare of Maryland LLC, with amendments thereto
3	.251	Operating Agreement of EmCare of Maryland LLC (f.k.a. Capital Equity Associates, LLC)
3	.252	Articles of Incorporation of EmCare of Alabama, Inc.
3	.253	By-Laws of EmCare of Alabama, Inc.
3	.254	Restated Certificate of Incorporation of EmCare Holdings Inc.
3	.255	By-Laws of EmCare Holdings Inc.
3	.256	Certificate of Incorporation of EmCare, Inc., with amendments thereto
3	.257	By-Laws of EmCare, Inc.
3	.258	Certificate of Incorporation of ECEP, Inc.
3	.259	By-Laws of ECEP, Inc.
3	.260	Articles of Incorporation of EmCare of New Mexico, Inc., with amendments thereto
3	.261	By-Laws of EmCare of New Mexico, Inc.
3	.262	Articles of Incorporation of Emergency Medicine Education Systems, Inc.
3	.263	By-Laws of Emergency Medicine Education Systems, Inc.
3	.264	Articles of Incorporation of Emergency Specialists of Arkansas, Inc. II
3	.265	By-Laws of Emergency Specialists of Arkansas, Inc. II
3	.266	Amended and Restated Articles of Incorporation of First Medical/ EmCare, Inc.
3	.267	By-Laws of First Medical/ EmCare, Inc.
3	.268	Certificate of Incorporation of Healthcare Administrative Services, Inc., with amendments thereto
3	.269	By-Laws of Healthcare Administrative Services, Inc. (f.k.a. Spectrum Healthcare Administrative Services, Inc.)
3	.270	Restated Articles of Incorporation of Helix Physicians Management, Inc.
3	.271	By-Laws of Helix Physicians Management, Inc.
3	.272	Restated and Amended Articles of Incorporation of OLD STAT, Inc., with amendments thereto
3	.273	By-Laws of OLD STAT, Inc. (f.k.a. STAT Healthcare, Inc.)
3	.274	Restated Articles of Incorporation of Pacific Emergency Specialists Management, Inc., with amendments thereto
3	.275	Amended and Restated By-Laws of Pacific Emergency Specialists Management, Inc.
3	.276	Articles of Incorporation of Physician Account Management, Inc.
3	.277	By-Laws of Physician Account Management, Inc.
3	.278	Certificate of Incorporation of Provider Account Management, Inc.
3	.279	By-Laws of Provider Account Management, Inc.
3	.280	Articles of Incorporation of Reimbursement Technologies, Inc.
3	.281	Amended and Restated By-Laws of Reimbursement Technologies, Inc.
3	.282	Articles of Incorporation of STAT Physicians, Inc.
3	.283	By-Laws of STAT Physicians, Inc.
3	.284	Certificate of Formation of EMS Management LLC
3	.285	Operating Agreement of EMS Management LLC

II-7

4	.1	Form of Class A Common Stock Certificate†
4	.2	Form of Class B Common Stock Certificate†
4	.3	Investor Equityholders Agreement, dated February 10, 2005, by and among Emergency Medical Services L.P., Onex Partners LP and the equityholders listed on the signature pages thereto*
4	.4	Equityholders Agreement, dated as of February 10, 2005, by and among Emergency Medical Services L.P., Onex Partners LP and the equityholders listed on the signature pages thereto**
4	.5	Registration Agreement, dated February 10, 2005, by and among Emergency Medical Services L.P. and the persons listed on Schedule A thereto and amendment thereto**
4	.6	Indenture, dated February 10, 2005, by and among AMR HoldCo, Inc., EmCare HoldCo, Inc., the guarantors named therein and U.S. Bank Trust National Association, as trustee*
4	.7	Supplemental Indenture, dated April 15, 2005, by and among AMR Brockton L.L.C., AMR HoldCo, Inc., EmCare HoldCo, Inc., the guarantors named therein and U.S. Bank Trust National Association, as trustee*
4	.8	Registration Rights Agreement, dated as of February 10, 2005, by and among AMR HoldCo, Inc., EmCare HoldCo, Inc., the guarantors named therein, Banc of America Securities LLC and J.P. Morgan Securities Inc.*
4	.9	Voting and Exchange Trust Agreement, dated as of           , 2005, among Emergency Medical Services Corporation, Emergency Medical Services L.P. and Onex Corporation†
4	.10	Form of 10% Senior Subordinated Note due 2015 (included in Exhibit 4.6)
4	.11	Notation of Guarantee, dated as of February 10, 2005, executed by the guarantors identified therein
5	.1	Opinion of Kaye Scholer LLP with respect to legality of securities being registered†
5	.2	Opinion of Todd G. Zimmerman, Esq.†
9	.1	Voting and Exchange Trust Agreement, dated as of           , 2005, among Emergency Medical Services Corporation, Emergency Medical Services L.P. and Onex Corporation (incorporated by reference to Exhibit 4.9 to this Registration Statement)†
10	.1	Employment Agreement, dated December 6, 2004, between William A. Sanger and Emergency Medical Services Corporation*
10	.2	Employment Agreement, dated as of February 10, 2005, between Don S. Harvey and Emergency Medical Services L.P., and assignment to Emergency Medical Services Corporation*
10	.3	Employment Agreement, dated as of February 10, 2005, between Randel G. Owen and Emergency Medical Services L.P., and assignment to Emergency Medical Services Corporation*
10	.4	Employment Agreement, dated as of February 10, 2005, between Todd Zimmerman and Emergency Medical Services L.P., and assignment to Emergency Medical Services Corporation*
10	.5	Employment Agreement, dated as of April 19, 2005, by and between Emergency Medical Services L.P. and Dighton Packard, M.D., and assignment to Emergency Medical Services Corporation.*
10	.6	Emergency Medical Services L.P. Equity Option Plan*
10	.7	Emergency Medical Services L.P. Equity Purchase Plan*
10	.8	Management Agreement, dated February 10, 2005, by and among Onex Partners Manager LP, AMR HoldCo, Inc. and EmCare HoldCo, Inc.*
10	.9	Purchase Agreement, dated January 27, 2005, among AMR HoldCo, Inc., EmCare HoldCo, Inc., the Registrant, the guarantors party thereto, Banc of America LLC Securities and J.P. Morgan Securities Inc.*
10	.10	Credit Agreement, dated as of February 10, 2005, among AMR HoldCo, Inc., EmCare HoldCo, Inc., Emergency Medical Services L.P., the guarantors party thereto, Bank of America, N.A. and the other lenders party thereto*
10	.11	Amendment No. 1, dated March 29, 2005, among AMR HoldCo, Inc., EmCare HoldCo, Emergency Medical Services L.P., the guarantors and the lenders party thereto, to the Credit Agreement dated as of February 10, 2005, among AMR HoldCo, Inc., EmCare HoldCo, Inc., Emergency Medical Services L.P., the guarantors party thereto, Bank of America, N.A. and the other lenders party thereto*
10	.12	Security Agreement, dated as of February 10, 2005, made by AMR HoldCo, Inc., EmCare HoldCo., Inc., the guarantors party thereto, in favor of Bank of America, N.A.*
11	.1	Statement regarding computation of earnings per share†
12	.1	Statement regarding computation of ratios†
21	.1	Subsidiaries of Emergency Medical Services L.P.*

II-8

23	.1	Consent of PricewaterhouseCoopers LLP
23	.2	Consent of Kaye Scholer LLP (included in Exhibit 5.1)†
24	.1	Powers of Attorney of the directors of Emergency Medical Services L.P. (included in the signature pages to the registration statement)
24	.2	Powers of Attorney of the directors and certain officers of the Additional Registrants (included in the signature pages to the Registration Statement)
25	.1	Statement of Eligibility on Form T-1 of Trustee under the Indenture, dated as of September 30, 2005, among AMR HoldCo, Inc., EmCare HoldCo, Inc., the guarantors named therein and U.S. Bank Trust National Association, as Trustee
99	.1	Form of Letter of Transmittal
99	.2	Form of Notice of Guaranteed Delivery

* Incorporated by reference to Exhibits to the Emergency Medical Services’ Registration Statement on Form S-1 filed on August 2, 2005

**	Incorporated by reference to Exhibits to the Emergency Medical Services’ Amendment No. 1 to Registration Statement on Form S-1 filed on September 14, 2005
†	To be filed by amendment

(B)     Financial Data Schedule

Item 22. Undertakings

      1. The undersigned registrants hereby undertake:

      (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

      (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

      (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

      (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

      (b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

      (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

      2. The undersigned registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other

II-9

equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

      3. The undersigned registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-10

SIGNATURES

      Pursuant to the requirements of the Securities Act, Emergency Medical Services L.P. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Greenwood Village, State of Colorado, on October 11, 2005.

EMERGENCY MEDICAL SERVICES L.P.

By:	Emergency Medical Services Corporation, its General Partner
By:	/s/ William A. Sanger

William A. Sanger

Chief Executive Officer

POWER OF ATTORNEY

      KNOW ALL PERSON BY THESE PRESENTS that each individual whose signature appears below constitute and appoints William A. Sanger and Randel G. Owen, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (including his or her capacity as a director and/or officer), to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

* * *

      Pursuant to the requirements of the Securities Act, this Registration Statement on Form S-4 and Power of Attorney has been signed by the following persons in the capacities indicated for Emergency Medical Services Corporation, as general partner of Emergency Medical Services L.P., and on the date indicated.

Signature	Title	Date
/s/ William A. Sanger William A. Sanger	Chairman, Chief Executive Officer and Director (Principal Executive Officer)	October 11, 2005
/s/ Randel G. Owen Randel G. Owen	Chief Financial Officer (Principal Financial and Accounting Officer)	October 11, 2005
/s/ Robert M. Le Blanc Robert M. Le Blanc	Director	October 11, 2005

II-11

Signature	Title	Date
/s/ Steven B. Epstein Steven B. Epstein	Director	October 11, 2005
/s/ Don S. Harvey Don S. Harvey	Director	October 11, 2005
/s/ James T. Kelly James T. Kelly	Director	October 11, 2005
/s/ Michael L. Smith Michael L. Smith	Director	October 11, 2005

II-12

SIGNATURES

      Pursuant to the requirements of the Securities Act, Emergency Medical Services L.P. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Greenwood Village, State of Colorado, on October 11, 2005.

AMR HOLDCO, INC.

EMCARE HOLDCO, INC.

By:  /s/ William A. Sanger

William A. Sanger

Chief Executive Officer

POWER OF ATTORNEY

      KNOW ALL PERSON BY THESE PRESENTS that each individual whose signature appears below constitute and appoints William A. Sanger and Randel G. Owen, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (including his or her capacity as a director and/or officer), to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

*     *     *

      Pursuant to the requirements of the Securities Act, this Registration Statement on Form S-4 and Power of Attorney has been signed by the following persons in the capacities indicated for Emergency Medical Services Corporation, as general partner of Emergency Medical Services L.P., and on the date indicated.

Signature	Title	Date
/s/ William A. Sanger William A. Sanger	Chief Executive Officer and Director (Principal Executive Officer)	October 11, 2005
/s/ Randel G. Owen Randel G. Owen	Chief Financial Officer (Principal Financial and Accounting Officer)	October 11, 2005
/s/ Robert M. Le Blanc Robert M. Le Blanc	Director	October 11, 2005

II-13

SIGNATURES

      Pursuant to the requirements of the Securities Act, Emergency Medical Services L.P. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Greenwood Village, State of Colorado, on October 11, 2005.

EMCARE HOLDINGS INC.

EMCARE, INC.

EMCARE OF ALABAMA, INC.

EMCARE CONTRACT OF ARKANSAS, INC.

EMCARE OF ARIZONA, INC.

EMCARE OF CALIFORNIA, INC.

EMCARE OF COLORADO, INC.

EMCARE OF CONNECTICUT, INC.

EMCARE OF FLORIDA, INC.

EMCARE OF GEORGIA, INC.

EMCARE OF INDIANA, INC.

EMCARE OF IOWA, INC.

EMCARE OF KENTUCKY, INC.

EMCARE OF LOUISIANA, INC.

EMCARE OF MAINE, INC.

EMCARE OF MICHIGAN, INC.

EMCARE OF MINNESOTA, INC.

EMCARE OF MISSISSIPPI, INC.

EMCARE OF MISSOURI, INC.

EMCARE OF NEVADA, INC.

EMCARE OF NEW HAMPSHIRE, INC.

EMCARE OF NEW JERSEY, INC.

EMCARE OF NEW MEXICO, INC.

EMCARE OF NEW YORK, INC.

EMCARE OF NORTH CAROLINA, INC.

EMCARE OF NORTH DAKOTA, INC.

EMCARE OF OHIO, INC.

EMCARE OF OKLAHOMA, INC.

EMCARE OF OREGON, INC.

EMCARE OF PENNSYLVANIA, INC.

EMCARE OF RHODE ISLAND, INC.

EMCARE OF SOUTH CAROLINA, INC.

EMCARE OF TENNESSEE, INC.

EMCARE OF TEXAS, INC.

EMCARE OF VERMONT, INC.

EMCARE OF VIRGINIA, INC.

EMCARE OF WASHINGTON, INC.

EMCARE OF WEST VIRGINIA, INC.

EMCARE OF WISCONSIN, INC.

EMCARE PHYSICIAN PROVIDERS, INC.

EMCARE PHYSICIAN SERVICES, INC.

EMCARE SERVICES OF ILLINOIS, INC.

EMCARE SERVICES OF MASSACHUSETTS, INC.

EMCARE ANESTHESIA SERVICES, INC.

ECEP, INC.

COORDINATED HEALTH SERVICES, INC.

EM-CODE REIMBURSEMENT SOLUTIONS, INC.

II-14

EMERGENCY MEDICINE EDUCATION SYSTEMS,   INC.

EMERGENCY SPECIALISTS OF ARKANSAS,   INC. II

FIRST MEDICAL/ EMCARE, INC.

HEALTHCARE ADMINISTRATIVE SERVICES,   INC.

OLD STAT, INC.

REIMBURSEMENT TECHNOLOGIES, INC.

STAT PHYSICIANS, INC.

THE GOULD GROUP, INC.

TIFTON MANAGEMENT SERVICES, INC.

TUCKER EMERGENCY SERVICES, INC.

HELIX PHYSICIANS MANAGEMENT, INC.

NORMAN BRUCE JETTON, INC.

PACIFIC EMERGENCY SPECIALISTS

  MANAGEMENT, INC.

AMERICAN EMERGENCY PHYSICIANS

  MANAGEMENT, INC.

PHYSICIAN ACCOUNT MANAGEMENT, INC.

PROVIDER ACCOUNT MANAGEMENT, INC.

CHARLES T. MITCHELL, INC.

EMCARE OF MARYLAND LLC,

  By:  EmCare Holdings Inc. and EmCare,

Inc., its members

EMS MANAGEMENT LLC

  By:  AMR HoldCo, Inc. and EmCare HoldCo, Inc.,

its members

By:  /s/ William A. Sanger

William A. Sanger

Chief Executive Officer

POWER OF ATTORNEY

      KNOW ALL PERSON BY THESE PRESENTS that each individual whose signature appears below constitute and appoints William A. Sanger and Randel G. Owen, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (including his or her capacity as a director and/or officer), to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby

II-15

ratifying and confirming all that said attorneys-in-fact and agents or either of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

*     *     *

      Pursuant to the requirements of the Securities Act, this Registration Statement on Form S-4 and Power of Attorney has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ William A. Sanger William A. Sanger	Chairman, Chief Executive Officer and Director (Principal Executive Officer)	October 11, 2005
/s/ Randel G. Owen Randel G. Owen	Chief Financial Officer (Principal Financial and Accounting Officer)	October 11, 2005

II-16

SIGNATURES

      Pursuant to the requirements of the Securities Act, Emergency Medical Services L.P. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Greenwood Village, State of Colorado, on October 11, 2005.

EMCARE OF HAWAII, INC.

By:  /s/ William A. Sanger

William A. Sanger

Chief Executive Officer

POWER OF ATTORNEY

      KNOW ALL PERSON BY THESE PRESENTS that each individual whose signature appears below constitute and appoints William A. Sanger and Randel G. Owen, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (including his or her capacity as a director and/or officer), to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

*     *     *

      Pursuant to the requirements of the Securities Act, this Registration Statement on Form S-4 and Power of Attorney has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ William A. Sanger William A. Sanger	Chairman, Chief Executive Officer and Director (Principal Executive Officer)	October 11, 2005
/s/ Randel G. Owen Randel G. Owen	Chief Financial Officer (Principal Financial and Accounting Officer)	October 11, 2005

II-17

SIGNATURES

      Pursuant to the requirements of the Securities Act, Emergency Medical Services L.P. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Greenwood Village, State of Colorado, on October 11, 2005.

AMERICAN MEDICAL RESPONSE, INC.

By:  /s/ William A. Sanger

William A. Sanger

Chief Executive Officer

POWER OF ATTORNEY

      KNOW ALL PERSON BY THESE PRESENTS that each individual whose signature appears below constitute and appoints William A. Sanger and Randel G. Owen, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (including his or her capacity as a director and/or officer), to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

*     *     *

      Pursuant to the requirements of the Securities Act, this Registration Statement on Form S-4 and Power of Attorney has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ William A. Sanger William A. Sanger	President and Chief Executive Officer and Director (Principal Executive Officer)	October 11, 2005
/s/ Randel G. Owen Randel G. Owen	Chief Financial Officer (Principal Financial and Accounting Officer)	October 11, 2005

II-18

SIGNATURES

      Pursuant to the requirements of the Securities Act, Emergency Medical Services L.P. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Greenwood Village, State of Colorado, on October 11, 2005.

A1 LEASING, INC.

ADAM TRANSPORTATION SERVICE, INC.

AMERICAN MEDICAL RESPONSE MID-ATLANTIC, INC.

AMERICAN MEDICAL RESPONSE OF CONNECTICUT, INCORPORATED

AMERICAN MEDICAL RESPONSE OF GEORGIA, INC.

AMERICAN MEDICAL RESPONSE OF MASSACHUSETTS, INC.

AMERICAN MEDICAL RESPONSE OF NORTH CAROLINA, INC.

AMERICAN MEDICAL RESPONSE OF SOUTH CAROLINA, INC.

AMERICAN MEDICAL RESPONSE OF TENNESSEE, INC.

AMR BROCKTON, L.L.C.

ASSOCIATED AMBULANCE SERVICE, INC.

ATLANTIC AMBULANCE SERVICES ACQUISITION, INC.

ATLANTIC/ KEY WEST AMBULANCE, INC.

ATLANTIC/ PALM BEACH AMBULANCE, INC.

BROWARD AMBULANCE, INC.

FIVE COUNTIES AMBULANCE SERVICE, INC.

FOUNTAIN AMBULANCE SERVICE, INC.

HANK’S ACQUISITION CORP.

LIFEFLEET SOUTHEAST, INC.

MEDIC ONE AMBULANCE SERVICES, INC.

MEDIC ONE OF COBB, INC.

MEDLIFE EMERGENCY MEDICAL SERVICE, INC.

MERCY AMBULANCE OF EVANSVILLE, INC.

METRO AMBULANCE SERVICE (RURAL), INC.

METRO AMBULANCE SERVICE, INC.

METRO AMBULANCE SERVICES, INC.

MIDWEST AMBULANCE MANAGEMENT COMPANY

MOBILE MEDIC AMBULANCE SERVICE, INC.

PARAMED, INC.

PARK AMBULANCE SERVICE, INC.

PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC.

PUCKETT AMBULANCE SERVICE, INC.

RESCUE CARE, INC.

SEMINOLE COUNTY AMBULANCE, INC.

SUNRISE HANDICAP TRANSPORT CORP.

TIDEWATER AMBULANCE SERVICE, INC.

TROUP COUNTY EMERGENCY MEDICAL SERVICES, INC.

II-19

AMERICAN MEDICAL RESPONSE DELAWARE VALLEY, LLC

By: American Medical Response Mid-Atlantic, Inc., its sole member

REGIONAL EMERGENCY SERVICES, LP

By: Florida Emergency Partners, Inc., its general partner

PROVIDACARE, L.L.C.

By: American Medical Pathways, Inc., its sole member

AMR BROCKTON, L.L.C.

By: American Medical Response of Massachusetts, its manager

By:  /s/ Robert LaTorraca

Robert LaTorraca

Chief Executive Officer

POWER OF ATTORNEY

      KNOW ALL PERSON BY THESE PRESENTS that each individual whose signature appears below constitute and appoints William A. Sanger and Randel G. Owen, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (including his or her capacity as a director and/or officer), to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

* * *

II-20

      Pursuant to the requirements of the Securities Act, this Registration Statement on Form S-4 and Power of Attorney has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Robert LaTorraca Robert LaTorraca	President and Chief Executive Officer (Principal Executive Officer)	October 11, 2005
/s/ Randel G. Owen Randel G. Owen	Chief Financial Officer (Principal Financial and Accounting Officer)	October 11, 2005
/s/ William A. Sanger William A. Sanger	Director	October 11, 2005

II-21

SIGNATURES

      Pursuant to the requirements of the Securities Act, Emergency Medical Services L.P. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Greenwood Village, State of Colorado, on October 11, 2005.

AMERICAN MEDICAL RESPONSE OF SOUTHERN CALIFORNIA

AMERICAN INVESTMENT ENTERPRISES, INC.

AMERICAN MEDICAL RESPONSE OF INLAND EMPIRE

AMERICAN MEDICAL RESPONSE OF OKLAHOMA, INC.

AMERICAN MEDICAL RESPONSE OF TEXAS, INC.

DESERT VALLEY MEDICAL TRANSPORT, INC.

FLORIDA EMERGENCY PARTNERS, INC.

HEMET VALLEY AMBULANCE SERVICE, INC.

MERCY, INC.

SPRINGS AMBULANCE SERVICE, INC.

By:  /s/ David Mintz

David Mintz

Chief Executive Officer

POWER OF ATTORNEY

      KNOW ALL PERSON BY THESE PRESENTS that each individual whose signature appears below constitute and appoints William A. Sanger and Randel G. Owen, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (including his or her capacity as a director and/or officer), to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

* * *

II-22

      Pursuant to the requirements of the Securities Act, this Registration Statement on Form S-4 and Power of Attorney has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ David Mintz David Mintz	President and Chief Executive Officer (Principal Executive Officer)	October 11, 2005
/s/ Randel G. Owen Randel G. Owen	Chief Financial Officer (Principal Financial and Accounting Officer)	October 11, 2005
/s/ William A. Sanger William A. Sanger	Director	October 11, 2005

II-23

SIGNATURES

      Pursuant to the requirements of the Securities Act, Emergency Medical Services L.P. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Greenwood Village, State of Colorado, on October 11, 2005.

AMERICAN MEDICAL RESPONSE NORTHWEST, INC.

AMERICAN MEDICAL RESPONSE OF COLORADO, INC.

AMERICAN MEDICAL RESPONSE OF ILLINOIS, INC.

AMERICAN MEDICAL RESPONSE WEST

INTERNATIONAL LIFE SUPPORT, INC.

KUTZ AMBULANCE SERVICE, INC.

LIFECARE AMBULANCE SERVICE, INC.

MEDEVAC MEDICAL RESPONSE, INC.

MEDEVAC MIDAMERICA, INC.

MERCY LIFE CARE

METROPOLITAN AMBULANCE SERVICETEK, INC.

By:  /s/ Louis Meyer

Louis Meyer

Chief Executive Officer

POWER OF ATTORNEY

      KNOW ALL PERSON BY THESE PRESENTS that each individual whose signature appears below constitute and appoints William A. Sanger and Randel G. Owen, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (including his or her capacity as a director and/or officer), to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

* * *

II-24

      Pursuant to the requirements of the Securities Act, this Registration Statement on Form S-4 and Power of Attorney has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Louis Meyer Louis Meyer	President and Chief Executive Officer (Principal Executive Officer)	October 11, 2005
/s/ Randel G. Owen Randel G. Owen	Chief Financial Officer (Principal Financial and Accounting Officer)	October 11, 2005
/s/ William A. Sanger William A. Sanger	Director	October 11, 2005

II-25

SIGNATURES

      Pursuant to the requirements of the Securities Act, Emergency Medical Services L.P. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Greenwood Village, State of Colorado, on October      , 2005.

MEDI-CAR AMBULANCE SERVICE, INC.

MEDI-CAR SYSTEMS, INC.

RANDLE EASTERN AMBULANCE SERVICE, INC.

By:  /s/ Robert Garner

Robert Garner

Chief Executive Officer

POWER OF ATTORNEY

      KNOW ALL PERSON BY THESE PRESENTS that each individual whose signature appears below constitute and appoints William A. Sanger and Randel G. Owen, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (including his or her capacity as a director and/or officer), to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

* * *

      Pursuant to the requirements of the Securities Act, this Registration Statement on Form S-4 and Power of Attorney has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Robert Garner Robert Garner	President and Chief Executive Officer (Principal Executive Officer)	October 11, 2005
/s/ Randel G. Owen Randel G. Owen	Chief Financial Officer (Principal Financial and Accounting Officer)	October 11, 2005
/s/ William A. Sanger William A. Sanger	Director	October 11, 2005

II-26

SIGNATURES

      Pursuant to the requirements of the Securities Act, Emergency Medical Services L.P. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Greenwood Village, State of Colorado, on October 11, 2005.

GLOBAL MEDICAL RESPONSE, INC.

By:  /s/ William A. Sanger

William A. Sanger

Chief Executive Officer

POWER OF ATTORNEY

      KNOW ALL PERSON BY THESE PRESENTS that each individual whose signature appears below constitute and appoints William A. Sanger and Randel G. Owen, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (including his or her capacity as a director and/or officer), to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

* * *

      Pursuant to the requirements of the Securities Act, this Registration Statement on Form S-4 and Power of Attorney has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ William A. Sanger William A. Sanger	Chairman, Chief Executive Officer and Director (Principal Executive Officer)	October 11, 2005
/s/ Randel G. Owen Randel G. Owen	Chief Financial Officer (Principal Financial and Accounting Officer)	October 11, 2005
/s/ Stephen Murphy Stephen Murphy	President	October 11, 2005

II-27

EXHIBIT INDEX

2	.1	Stock Purchase Agreement, dated as of December 6, 2004, by and among Laidlaw International, Inc., Laidlaw Medical Holdings, Inc. and Emergency Medical Services Corporation*
2	.2	Amendment to Stock Purchase Agreement, dated February 10, 2005, by and among Laidlaw International, Inc., Laidlaw Medical Holdings, Inc. and Emergency Medical Services Corporation*
2	.3	Stock Purchase Agreement, dated as of December 6, 2004, by and among Laidlaw International, Inc., Laidlaw Medical Holdings, Inc. and Emergency Medical Services Corporation*
2	.4	Amendment to Stock Purchase Agreement, dated as of February 10, 2005, by and among Laidlaw International, Inc., Laidlaw Medical Holdings, Inc. and Emergency Medical Services Corporation*
2	.5	Letter, dated March 25, 2005, to AMR Holdco, Inc. from Laidlaw Medical Holdings, Inc.*
3	.1	Form of Amended and Restated Certificate of Incorporation of Emergency Medical Services Corporation†
3	.2	Form of Amended and Restated By-Laws of Emergency Medical Services Corporation†
3	.3	Certificate of Formation of Emergency Medical Services L.P.*
3	.4	Agreement of Limited Partnership of Emergency Medical Services L.P., dated February 10, 2005, by and among Emergency Medical Services Corporation and the persons listed on Schedule A thereto*
3	.5	Amended and Restated Agreement of Limited Partnership of Emergency Medical Services L.P., dated September   , 2005, by and among Emergency Medical Services Corporation and the persons listed on Schedule A thereto†
3	.6	Certificate of Incorporation of AMR HoldCo, Inc.
3	.7	Amended and Restated By-Laws of AMR HoldCo, Inc.
3	.8	Certificate of Incorporation of EmCare HoldCo, Inc.
3	.9	Amended and Restated By-Laws of EmCare HoldCo, Inc.
3	.10	Certificate of Incorporation of Ambulance Acquisition, Inc., with amendments thereto
3	.11	By-Laws of Ambulance Acquisition, Inc.
3	.12	Articles of Incorporation of American Investment Enterprises, Inc.
3	.13	By-Laws of American Investment Enterprises, Inc.
3	.14	Certificate of Incorporation of American Medical Pathways, Inc., with amendments thereto
3	.15	By-Laws of American Medical Pathways, Inc.
3	.16	Articles of Incorporation of American Medical Response Northwest, Inc., with amendments thereto
3	.17	By-Laws of American Medical Response Northwest, Inc.
3	.18	Articles of Incorporation of American Medical Response West, with amendments thereto
3	.19	By-Laws of American Medical Response West
3	.20	Certificate of Formation of American Medical Response Delaware Valley, LLC
3	.21	Limited Liability Company Agreement of American Medical Response Delaware Valley, LLC
3	.22	Certificate of Incorporation of American Medical Response of Inland Empire, with amendments thereto
3	.23	By-Laws of American Medical Response of Inland Empire (f.k.a. Courtesy Services of San Bernardino, Inc.)
3	.24	Articles of Incorporation of American Medical Response Mid-Atlantic, Inc., with amendments thereto
3	.25	By-Laws of American Medical Response Mid-Atlantic, Inc.
3	.26	Certificate of Incorporation of American Medical Response, Inc., with amendments thereto
3	.27	By-Laws of American Medical Response, Inc.
3	.28	Certificate of Incorporation of American Medical Response of Colorado, Inc., with amendments thereto
3	.29	By-Laws of American Medical Response of Colorado, Inc.
3	.30	Certificate of Incorporation of American Medical Response of Connecticut, Incorporated, with amendments thereto
3	.31	By-Laws of American Medical Response of Connecticut, Incorporated
3	.32	Certificate of Incorporation of American Medical Response of Illinois, Inc., with amendments thereto
3	.33	By-Laws of American Medical Response of Illinois, Inc.
3	.34	Certificate of Incorporation of American Medical Response of Tennessee, Inc., with amendments thereto
3	.35	By-Laws of American Medical Response of Tennessee, Inc.

3	.36	Certificate of Incorporation of American Medical Response of Oklahoma, Inc.
3	.37	By-Laws of American Medical Response of Oklahoma, Inc.
3	.38	Certificate of Incorporation of American Medical Response of Texas, Inc., with amendments thereto
3	.39	By-Laws of American Medical Response of Texas, Inc.
3	.40	Articles of Incorporation of American Medical Response of Southern California, with amendments thereto
3	.41	By-Laws of American Medical Response of Southern California (f.k.a. Goodhew American Service, Inc.)
3	.42	Certificate of Incorporation of American Medical Response Holdings, Inc., with amendments thereto
3	.43	By-Laws of American Medical Response Holdings, Inc.
3	.44	Certificate of Incorporation of American Medical Response Management, Inc., with amendments thereto
3	.45	By-Laws of American Medical Response Management, Inc.
3	.46	Certificate of Incorporation of American Medical Response of Georgia, Inc., with amendments thereto
3	.47	By-Laws of American Medical Response of Georgia, Inc.
3	.48	Articles of Incorporation of American Medical Response of Massachusetts, Inc., with amendments thereto
3	.49	By-Laws of American Medical Response of Massachusetts, Inc.
3	.50	Certificate of Incorporation of American Medical Response of North Carolina, Inc., with amendments thereto
3	.51	By-Laws of American Medical Response of North Carolina, Inc.
3	.52	Certificate of Incorporation of American Medical Response of South Carolina, Inc., with amendments thereto
3	.53	By-Laws of American Medical Response of South Carolina, Inc.
3	.54	Articles of Incorporation of A1 Leasing, Inc.
3	.55	By-Laws of A1 Leasing, Inc.
3	.56	Certificate of Formation of AMR Brockton, L.L.C.
3	.57	Limited Liability Company Agreement of AMR Brockton, L.L.C.
3	.58	Certificate of Incorporation of Associated Ambulance Service, Inc., with amendments thereto
3	.59	By-Laws of Associated Ambulance Service, Inc.
3	.60	Certificate of Incorporation of Atlantic/ Palm Beach Ambulance, Inc., with amendments thereto
3	.61	By-Laws of Atlantic/ Palm Beach Ambulance, Inc.
3	.62	Certificate of Incorporation of Atlantic/ Key West Ambulance, Inc., with amendments thereto
3	.63	By-Laws of Atlantic/ Key West Ambulance, Inc.
3	.64	Certificate of Incorporation of Atlantic Ambulance Services Acquisition, Inc., with amendments thereto
3	.65	By-Laws of Atlantic Ambulance Services Acquisition, Inc.
3	.66	Certificate of Incorporation of Broward Ambulance, Inc., with amendments thereto
3	.67	By-Laws of Broward Ambulance, Inc.
3	.68	Articles of Incorporation of Desert Valley Medical Transport, Inc., with amendments thereto
3	.69	Amended and Restated By-Laws of Desert Valley Medical Transport, Inc.
3	.70	Certificate of Incorporation of Five Counties Ambulance Service, Inc., with amendments thereto
3	.71	By-Laws of Five Counties Ambulance Service, Inc.
3	.72	Articles of Incorporation of Florida Emergency Partners, Inc.
3	.73	By-Laws of Florida Emergency Partners, Inc.
3	.74	Articles of Incorporation of Fountain Ambulance Service, Inc., with amendments thereto
3	.75	By-Laws of Fountain Ambulance Service, Inc.
3	.76	Certificate of Incorporation of Global Medical Response, Inc.
3	.77	By-Laws of Global Medical Response, Inc.
3	.78	Articles of Incorporation of Charles T. Mitchell, M.D., Inc., with amendments thereto
3	.79	By-Laws of Charles T. Mitchell, M.D., Inc.
3	.80	Articles of Incorporation of Coordinated Health Services, Inc., with amendments thereto
3	.81	By-Laws of Coordinated Health Services, Inc.
3	.82	Articles of Incorporation of Hank’s Acquisition Corp., with amendments thereto
3	.83	By-Laws of Hank’s Acquisition Corp.

3	.84	Articles of Incorporation of Hemet Valley Ambulance Service, Inc.
3	.85	By-Laws of Hemet Valley Ambulance Service, Inc.
3	.86	Articles of Incorporation of International Life Support, Inc., with amendments thereto
3	.87	By-Laws of International Life Support, Inc.
3	.88	Articles of Incorporation of Kutz Ambulance Service, Inc., with amendments thereto
3	.89	Restated By-Laws of Kutz Ambulance Service, Inc.
3	.90	Certificate of Incorporation of Laidlaw Medical Transportation, Inc., with amendments thereto
3	.91	By-Laws of Laidlaw Medical Transportation, Inc.
3	.92	Articles of Incorporation of LifeCare Ambulance Service, Inc.
3	.93	By-Laws of LifeCare Ambulance Service, Inc.
3	.94	Articles of Incorporation of LifeFleet Southeast, Inc., with amendments thereto
3	.95	By-Laws of LifeFleet Southeast, Inc. (f.k.a. Pinellas Ambulance Services, Inc.)
3	.96	Articles of Incorporation of Medevac MidAmerica, Inc., with amendments thereto
3	.97	By-Laws of Medevac MidAmerica, Inc.
3	.98	Articles of Incorporation Medevac Medical Response, Inc., with amendments thereto
3	.99	By-Laws of Medevac Medical Response, Inc.
3	.100	Articles of Incorporation of Medi-Car Systems, Inc., with amendments thereto
3	.101	By-Laws of Medi-Car Systems, Inc.
3	.102	Articles of Incorporation of Medi-Car Ambulance Service, Inc., with amendments thereto
3	.103	By-Laws of Medi-Car Ambulance Service, Inc.
3	.104	Articles of Incorporation of Medic One of Cobb, Inc.
3	.105	By-Laws of Medic One of Cobb, Inc.
3	.106	Certificate of Incorporation Medic One Ambulance Services, Inc., with amendments thereto
3	.107	By-Laws of Medic One Ambulance Services, Inc.
3	.108	Articles of Incorporation of MedLife Emergency Medical Service, Inc., with amendments thereto
3	.109	By-Laws of MedLife Emergency Medical Service, Inc.
3	.110	Articles of Incorporation Mercy Ambulance of Evansville, Inc., with amendments thereto
3	.111	By-Laws of Mercy Ambulance of Evansville, Inc. (f.k.a. Alexander Ambulance Services, Inc.)
3	.112	Articles of Incorporation Mercy, Inc., with amendments thereto
3	.113	By-Laws of Mercy, Inc.
3	.114	Restated Articles of Incorporation of Mercy Life Care
3	.115	By-Laws of Mercy Life Care
3	.116	Articles of Incorporation of The Gould Group, Inc., with amendments thereto
3	.117	By-Laws of The Gould Group, Inc.
3	.118	Certificate of Incorporation of Metro Ambulance Service (Rural), Inc., with amendments thereto
3	.119	By-Laws of Metro Ambulance Service (Rural), Inc.
3	.120	Certificate of Incorporation of Metro Ambulance Services, Inc., with amendments thereto
3	.121	By-Laws of Metro Ambulance Services, Inc.
3	.122	Articles of Incorporation of Metropolitan Ambulance Service, with amendments thereto
3	.123	By-Laws of Metropolitan Ambulance Service
3	.124	Certificate of Incorporation of Midwest Ambulance Management Company, with amendments thereto
3	.125	By-Laws of Midwest Ambulance Management Company
3	.126	Certificate of Incorporation of Mobile Medic Ambulance Service, Inc.
3	.127	By-Laws of Mobile Medic Ambulance Service, Inc.
3	.128	Articles of Incorporation of Paramed, Inc., with amendments thereto
3	.129	By-Laws of Paramed, Inc.
3	.130	Certificate of Incorporation of Park Ambulance Service Inc., with amendments thereto
3	.131	By-Laws of Park Ambulance Service Inc.
3	.132	Articles of Incorporation of Physicians & Surgeons Ambulance Service, Inc., with amendments thereto
3	.133	By-Laws of Physicians & Surgeons Ambulance Service, Inc.
3	.134	Articles of Organization of ProvidaCare, L.L.C., with amendments thereto
3	.135	Limited Liability Company Agreement of ProvidaCare, L.L.C.
3	.136	Articles of Incorporation of Puckett Ambulance Service, Inc., with amendments thereto
3	.137	By-Laws of Puckett Ambulance Service, Inc.
3	.138	Certificate of Incorporation of Randle Eastern Ambulance Service, Inc., with amendments thereto

3	.139	By-Laws of Randle Eastern Ambulance Service, Inc. (f.k.a. Dade Miami Eastern Ambulance Services, Inc.)
3	.140	Certificate of Limited Partnership of Regional Emergency Services, LP
3	.141	Amended and Restated Agreement of Limited Partnership of Regional Emergency Services, LP
3	.142	Certificate of Incorporation of Seminole County Ambulance, Inc., with amendments thereto
3	.143	By-Laws of Seminole County Ambulance, Inc.
3	.144	Articles of Incorporation of Springs Ambulance Service, Inc., with amendments thereto
3	.145	By-Laws of Springs Ambulance Service, Inc.
3	.146	Certificate of Incorporation of STAT Healthcare, Inc., with amendments thereto
3	.147	By-Laws of STAT Healthcare, Inc. (f.k.a. New STAT Healthcare, Inc.)
3	.148	Certificate of Incorporation of Sunrise Handicap Transport Corp., with amendments thereto
3	.149	By-Laws of Sunrise Handicap Transport Corp.
3	.150	Articles of Incorporation of TEK, Inc.
3	.151	By-Laws of TEK, Inc., with amendments thereto
3	.152	Articles of Incorporation of Tidewater Ambulance Service, Inc., with amendments thereto
3	.153	By-Laws of Tidewater Ambulance Service, Inc.
3	.154	Articles of Incorporation of Troup County Emergency Medical Services, Inc., with amendments thereto
3	.155	By-Laws of Troup County Emergency Medical Services, Inc.
3	.156	Restated Articles of Incorporation of American Emergency Physicians Management, Inc.
3	.157	By-Laws of American Emergency Physicians Management, Inc. (f.k.a. American Emergency Physicians Medical Group, Inc.)
3	.158	Restated Articles of Incorporation of Norman Bruce Jetton, Inc.
3	.159	Amended and Restated By-Laws of Norman Bruce Jetton, Inc.
3	.160	Articles of Incorporation of Tifton Management Services, Inc., with amendments thereto
3	.161	By-Laws of Tifton Management Services, Inc.
3	.162	Articles of Incorporation of Tucker Emergency Services, Inc., with amendments thereto
3	.163	By-Laws of Tucker Emergency Services, Inc.
3	.164	Certificate of Incorporation of Adams Transportation Services, Inc., with amendments thereto
3	.165	By-Laws of Adams Transportation Services, Inc.
3	.166	Certificate of Incorporation of EM-CODE Reimbursement Solutions, Inc., with amendments thereto
3	.167	By-Laws of EM-CODE Reimbursement Solutions, Inc.
3	.168	Articles of Incorporation of EmCare of Arizona, Inc., with amendments thereto
3	.169	By-Laws of EmCare of Arizona, Inc.
3	.170	Restated and Amended Articles of Incorporation of EmCare of California, Inc., with amendments thereto
3	.171	By-Laws of EmCare of California, Inc.
3	.172	Articles of Incorporation of EmCare of Colorado, Inc.
3	.173	By-Laws of EmCare of Colorado, Inc.
3	.174	Certificate of Incorporation of EmCare of Connecticut, Inc., with amendments thereto
3	.175	By-Laws of EmCare of Connecticut, Inc.
3	.176	Articles of Incorporation of EmCare of Florida, Inc., with amendments thereto
3	.177	By-Laws of EmCare of Florida, Inc.
3	.178	Articles of Incorporation of EmCare of Georgia, Inc.
3	.179	By-Laws of EmCare of Georgia, Inc.
3	.180	Articles of Incorporation of EmCare of Hawaii, Inc., with amendments thereto
3	.181	By-Laws of EmCare of Hawaii, Inc.
3	.182	Articles of Incorporation of EmCare of Indiana, Inc., with amendments thereto
3	.183	By-Laws of EmCare of Indiana, Inc.
3	.184	Articles of Incorporation of EmCare of Iowa, Inc., with amendments thereto
3	.185	By-Laws of EmCare of Iowa, Inc.
3	.186	Articles of Incorporation of EmCare of Kentucky, Inc.
3	.187	By-Laws of EmCare of Kentucky, Inc.
3	.188	Articles of Incorporation of EmCare of Louisiana, Inc., with amendments thereto
3	.189	By-Laws of EmCare of Louisiana, Inc.
3	.190	Articles of Incorporation of EmCare of Maine, Inc.
3	.191	By-Laws of EmCare of Maine, Inc.
3	.192	Articles of Incorporation of EmCare of Michigan, Inc., with amendments thereto

3	.193	By-Laws of EmCare of Michigan, Inc.
3	.194	Articles of Incorporation of EmCare of Minnesota, Inc.
3	.195	By-Laws of EmCare of Minnesota, Inc.
3	.196	Articles of Incorporation of EmCare of Mississippi, Inc.
3	.197	By-Laws of EmCare of Mississippi, Inc.
3	.198	Articles of Incorporation of EmCare of Missouri, Inc.
3	.199	By-Laws of EmCare of Missouri, Inc.
3	.200	Articles of Incorporation of EmCare of Nevada, Inc., with amendments thereto
3	.201	By-Laws of EmCare of Nevada, Inc.
3	.202	Articles of Incorporation of EmCare of New Hampshire, Inc.
3	.203	By-Laws of EmCare of New Hampshire, Inc.
3	.204	Certificate of Incorporation of EmCare of New Jersey, Inc.
3	.205	By-Laws of EmCare of New Jersey, Inc.
3	.206	Articles of Incorporation of EmCare Contract of Arkansas, Inc., with amendments thereto
3	.207	By-Laws of EmCare Contract of Arkansas, Inc.
3	.208	Certificate of Incorporation of EmCare of New York, Inc., with amendments thereto
3	.209	By-Laws of EmCare of New York, Inc.
3	.210	Articles of Incorporation of EmCare of North Carolina, Inc., with amendments thereto
3	.211	By-Laws of EmCare of North Carolina, Inc.
3	.212	Articles of Incorporation of EmCare of North Dakota, Inc.
3	.213	By-Laws of EmCare of North Dakota, Inc.
3	.214	Articles of Incorporation of EmCare of Ohio, Inc., with amendments thereto
3	.215	By-Laws of EmCare of Ohio, Inc.
3	.216	Certificate of Incorporation of EmCare of Oklahoma, Inc., with amendments thereto
3	.217	By-Laws of EmCare of Oklahoma, Inc.
3	.218	Articles of Incorporation of EmCare of Oregon, Inc.
3	.219	By-Laws of EmCare of Oregon, Inc.
3	.220	Articles of Incorporation of EmCare of Pennsylvania, Inc., with amendments thereto
3	.221	By-Laws of EmCare of Pennsylvania, Inc.
3	.222	Articles of Incorporation of EmCare of Rhode Island, Inc., with amendments thereto
3	.223	By-Laws of EmCare of Rhode Island, Inc.
3	.224	Articles of Incorporation of EmCare of South Carolina, Inc., with amendments thereto
3	.225	By-Laws of EmCare of South Carolina, Inc.
3	.226	Charter of EmCare of Tennessee, Inc., with amendments thereto
3	.227	By-Laws of EmCare of Tennessee, Inc.
3	.228	Articles of Incorporation of EmCare of Texas, Inc., with amendments thereto
3	.229	By-Laws of EmCare of Texas, Inc.
3	.230	Articles of Incorporation of EmCare of Vermont, Inc.
3	.231	By-Laws of EmCare of Vermont, Inc.
3	.232	Articles of Incorporation of EmCare of Virginia, Inc.
3	.233	By-Laws of EmCare of Virginia, Inc.
3	.234	Articles of Incorporation of EmCare of Washington, Inc.
3	.235	By-Laws of EmCare of Washington, Inc.
3	.236	Articles of Incorporation of EmCare of West Virginia, Inc.
3	.237	By-Laws of EmCare of West Virginia, Inc.
3	.238	Articles of Incorporation of EmCare of Wisconsin, Inc.
3	.239	By-Laws of EmCare of Wisconsin, Inc.
3	.240	Articles of Incorporation of EmCare Physician Providers, Inc., with amendments thereto
3	.241	By-Laws of EmCare Physician Providers, Inc. (f.k.a. Spectrum Emergency Care, Inc.)
3	.242	Certificate of Incorporation of EmCare Physician Services, Inc., with amendments thereto
3	.243	By-Laws of EmCare Physician Services, Inc. (f.k.a. Spectrum Physician and Allied Health Services, Inc.)
3	.244	Articles of Incorporation of EmCare Services of Illinois, Inc., with amendments thereto
3	.245	By-Laws of EmCare Services of Illinois, Inc.
3	.246	Articles of Organization of EmCare Services of Massachusetts, Inc., with amendments thereto
3	.247	By-Laws of EmCare Services of Massachusetts, Inc.
3	.248	Certificate of Incorporation of EmCare Anesthesia Services, Inc., with amendments thereto
3	.249	By-Laws of EmCare Anesthesia Services, Inc. (f.k.a. Spectrum Anesthesia Services, Inc.)

3	.250	Articles of Organization of EmCare of Maryland LLC, with amendments thereto
3	.251	Operating Agreement of EmCare of Maryland LLC (f.k.a. Capital Equity Associates, LLC)
3	.252	Articles of Incorporation of EmCare of Alabama, Inc.
3	.253	By-Laws of EmCare of Alabama, Inc.
3	.254	Restated Certificate of Incorporation of EmCare Holdings Inc.
3	.255	By-Laws of EmCare Holdings Inc.
3	.256	Certificate of Incorporation of EmCare, Inc., with amendments thereto
3	.257	By-Laws of EmCare, Inc.
3	.258	Certificate of Incorporation of ECEP, Inc.
3	.259	By-Laws of ECEP, Inc.
3	.260	Articles of Incorporation of EmCare of New Mexico, Inc., with amendments thereto
3	.261	By-Laws of EmCare of New Mexico, Inc.
3	.262	Articles of Incorporation of Emergency Medicine Education Systems, Inc.
3	.263	By-Laws of Emergency Medicine Education Systems, Inc.
3	.264	Articles of Incorporation of Emergency Specialists of Arkansas, Inc. II
3	.265	By-Laws of Emergency Specialists of Arkansas, Inc. II
3	.266	Amended and Restated Articles of Incorporation of First Medical/ EmCare, Inc.
3	.267	By-Laws of First Medical/ EmCare, Inc.
3	.268	Certificate of Incorporation of Healthcare Administrative Services, Inc., with amendments thereto
3	.269	By-Laws of Healthcare Administrative Services, Inc. (f.k.a. Spectrum Healthcare Administrative Services, Inc.)
3	.270	Restated Articles of Incorporation of Helix Physicians Management, Inc.
3	.271	By-Laws of Helix Physicians Management, Inc.
3	.272	Restated and Amended Articles of Incorporation of OLD STAT, Inc., with amendments thereto
3	.273	By-Laws of OLD STAT, Inc. (f.k.a. STAT Healthcare, Inc.)
3	.274	Restated Articles of Incorporation of Pacific Emergency Specialists Management, Inc., with amendments thereto
3	.275	Amended and Restated By-Laws of Pacific Emergency Specialists Management, Inc.
3	.276	Articles of Incorporation of Physician Account Management, Inc.
3	.277	By-Laws of Physician Account Management, Inc.
3	.278	Certificate of Incorporation of Provider Account Management, Inc.
3	.279	By-Laws of Provider Account Management, Inc.
3	.280	Articles of Incorporation of Reimbursement Technologies, Inc.
3	.281	Amended and Restated By-Laws of Reimbursement Technologies, Inc.
3	.282	Articles of Incorporation of STAT Physicians, Inc.
3	.283	By-Laws of STAT Physicians, Inc.
3	.284	Certificate of Formation of EMS Management LLC
3	.285	Operating Agreement of EMS Management LLC
4	.1	Form of Class A Common Stock Certificate†
4	.2	Form of Class B Common Stock Certificate†
4	.3	Investor Equityholders Agreement, dated February 10, 2005, by and among Emergency Medical Services L.P., Onex Partners LP and the equityholders listed on the signature pages thereto*
4	.4	Equityholders Agreement, dated as of February 10, 2005, by and among Emergency Medical Services L.P., Onex Partners LP and the equityholders listed on the signature pages thereto**
4	.5	Registration Agreement, dated February 10, 2005, by and among Emergency Medical Services L.P. and the persons listed on Schedule A thereto and amendment thereto**
4	.6	Indenture, dated February 10, 2005, by and among AMR HoldCo, Inc., EmCare HoldCo, Inc., the guarantors named therein and U.S. Bank Trust National Association, as trustee*
4	.7	Supplemental Indenture, dated April 15, 2005, by and among AMR Brockton L.L.C., AMR HoldCo, Inc., EmCare HoldCo, Inc., the guarantors named therein and U.S. Bank Trust National Association, as trustee*
4	.8	Registration Rights Agreement, dated as of February 10, 2005, by and among AMR HoldCo, Inc., EmCare HoldCo, Inc., the guarantors named therein, Banc of America Securities LLC and J.P. Morgan Securities Inc.*
4	.9	Voting and Exchange Trust Agreement, dated as of           , 2005, among Emergency Medical Services Corporation, Emergency Medical Services L.P. and Onex Corporation†
4	.10	Form of 10% Senior Subordinated Note due 2015 (included in Exhibit 4.6)
4	.11	Notation of Guarantee, dated as of February 10, 2005, executed by the Guarantors identified therein

5	.1	Opinion of Kaye Scholer LLP with respect to legality of securities being registered†
5	.2	Opinion of Todd G. Zimmerman, Esq.†
9	.1	Voting and Exchange Trust Agreement, dated as of           , 2005, among Emergency Medical Services Corporation, Emergency Medical Services L.P. and Onex Corporation (incorporated by reference to Exhibit 4.9 to this Registration Statement)†
10	.1	Employment Agreement, dated December 6, 2004, between William A. Sanger and Emergency Medical Services Corporation*
10	.2	Employment Agreement, dated as of February 10, 2005, between Don S. Harvey and Emergency Medical Services L.P., and assignment to Emergency Medical Services Corporation*
10	.3	Employment Agreement, dated as of February 10, 2005, between Randel G. Owen and Emergency Medical Services L.P., and assignment to Emergency Medical Services Corporation*
10	.4	Employment Agreement, dated as of February 10, 2005, between Todd Zimmerman and Emergency Medical Services L.P., and assignment to Emergency Medical Services Corporation*
10	.5	Employment Agreement, dated as of April 19, 2005, by and between Emergency Medical Services L.P. and Dighton Packard, M.D., and assignment to Emergency Medical Services Corporation.*
10	.6	Emergency Medical Services L.P. Equity Option Plan*
10	.7	Emergency Medical Services L.P. Equity Purchase Plan*
10	.8	Management Agreement, dated February 10, 2005, by and among Onex Partners Manager LP, AMR HoldCo, Inc. and EmCare HoldCo, Inc.*
10	.9	Purchase Agreement, dated January 27, 2005, among AMR HoldCo, Inc., EmCare HoldCo, Inc., the Registrant, the guarantors party thereto, Banc of America LLC Securities and J.P. Morgan Securities Inc.*
10	.10	Credit Agreement, dated as of February 10, 2005, among AMR HoldCo, Inc., EmCare HoldCo, Inc., Emergency Medical Services L.P., the guarantors party thereto, Bank of America, N.A. and the other lenders party thereto*
10	.11	Amendment No. 1, dated March 29, 2005, among AMR HoldCo, Inc., EmCare HoldCo, Emergency Medical Services L.P., the guarantors and the lenders party thereto, to the Credit Agreement dated as of February 10, 2005, among AMR HoldCo, Inc., EmCare HoldCo, Inc., Emergency Medical Services L.P., the guarantors party thereto, Bank of America, N.A. and the other lenders party thereto*
10	.12	Security Agreement, dated as of February 10, 2005, made by AMR HoldCo, Inc., EmCare HoldCo., Inc., the guarantors party thereto, in favor of Bank of America, N.A.*
11	.1	Statement regarding computation of earnings per share†
12	.1	Statement regarding computation of ratios†
21	.1	Subsidiaries of Emergency Medical Services L.P.*
23	.1	Consent of PriceWaterhouseCoopers LLP
23	.2	Consent of Kaye Scholer LLP (included in Exhibit 5.1)†
24	.1	Powers of Attorney of the directors of Emergency Medical Services L.P. (included in the signature pages to the registration statement)
24	.2	Powers of Attorney of the directors and certain officers of the Additional Registrants (included in the signature pages to the Registration Statement)
25	.1	Statement of Eligibility on Form T-1 of Trustee under the Indenture, dated as of September 30, 2005, among AMR HoldCo, Inc., EmCare HoldCo, Inc., the guarantors named therein and U.S. Bank Trust National Association, as Trustee
99	.1	Form of Letter of Transmittal
99	.2	Form of Notice of Guaranteed Delivery

*  Incorporated by reference to Exhibits to the Emergency Medical Services’ Registration Statement on Form S-1 filed on August 2, 2005

**	Incorporated by reference to Exhibits to the Emergency Medical Services’ Amendment No. 1 to Registration Statement on Form S-1 filed on September 14, 2005
†	To be filed by amendment

EX-3.6

                                                                    Exhibit 3.6

                          CERTIFICATE OF INCORPORATION

                                       OF

                                AMR HOLDCO, INC.

          1. The name of the corporation is AMR HoldCo, Inc. (the
"Corporation").

          2. The address of the Corporation's registered office in Delaware is
2711 Centerville Road, Suite 400, Wilmington (New Castle County), Delaware
19808. Corporation Service Company is the Corporation's registered agent at that
address.

          3. The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the Delaware General
Corporation Law.

          4. The Corporation shall have authority to issue a total of 100 shares
of common stock of the par value of $0.01 per share.

          5. The name of the sole incorporator is Garth B. Thomas and his
mailing address is c/o Kaye Scholer LLP, 425 Park Avenue, New York, New York
10022.

          6. The Board of Directors shall have the power to make, alter or
repeal the by-laws of the Corporation.

          7. The election of the Board of Directors need not be by written
ballot.

          8. The Corporation shall indemnify to the fullest extent permitted by
Section 145 of the General Corporation Law of Delaware as amended from time to
time each person who is or was a director of the Corporation and the heirs,
executors and administrators of such a person.

          9. No director shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director for
any act or omission occurring subsequent to the date when this provision becomes
effective, except that he may be liable (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law or (iv) for any transaction from which the director derived an improper
personal benefit.

          10. Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder

thereof or on the application of any receiver or receivers appointed for this
Corporation under Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under Section 279 of Title 8 of the Delaware Code order a
meeting of the creditors or class of creditors, and/or of the stockholders or
class of stockholders of this Corporation, as the case may be, to be summoned in
such manner as the said court directs. If a majority in number representing
three fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
Corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this Corporation, as the case may be, and also on this
Corporation.

          11. The Corporation elects not to be governed by Section 203 of the
Delaware General Corporation Law.

Dated: December 29, 2004


                                        /s/ Garth B. Thomas
                                        ----------------------------------------
                                        Garth B. Thomas
                                        Sole Incorporator

EX-3.7

                                                                    Exhibit 3.7

                              AMENDED AND RESTATED

                                     BY-LAWS

                                       of

                                AMR HOLDCO, INC.

                          1. MEETINGS OF STOCKHOLDERS.

     1.1 Annual Meeting. The annual meeting of stockholders shall be held on
such date and at such time as shall be designated from time to time by the board
of directors (the "Board") and stated in the notice of the meeting.

     1.2 Special Meetings. Special meetings of the stockholders may be called by
resolution of the Board or by the president and shall be called by the chief
executive officer, president or secretary upon the written request (stating the
purpose or purposes of the meeting) of a majority of the directors then in
office or of the holders of 51% of the outstanding shares entitled to vote. Only
business related to the purposes set forth in the notice of the meeting may be
transacted at a special meeting.

     1.3 Place and Time of Meetings. Meetings of the stockholders may be held in
or outside Delaware at the place and time specified by the Board or the
directors or stockholders requesting the meeting.

     1.4 Notice of Meetings; Waiver of Notice. Written notice of each meeting of
stockholders shall be given to each stockholder entitled to vote at the meeting,
except that (a) it shall not be necessary to give notice to any stockholder who
submits a signed waiver of notice before or after the meeting, and (b) no notice
of an adjourned meeting need be given except when required under Section 1.5 of
these by-laws or by law. Each notice of a meeting shall be given, personally or
by mail, not less than 10 nor more than 60 days before the meeting and shall
state the time and place of the meeting, and unless it is the annual meeting,
shall state at whose direction or request the meeting is called and the purposes
for which it is called. If mailed, notice shall be considered given when mailed
to a stockholder at his address on the corporation's records. The attendance of
any stockholder at a meeting, without protesting at the beginning of the meeting
that the meeting is not lawfully called or convened, shall constitute a waiver
of notice by him.

     1.5 Quorum. At any meeting of stockholders, the presence in person or by
proxy of the holders of a majority of the shares entitled to vote shall
constitute a quorum for the transaction of any business. In the absence of a
quorum a majority in voting interest of those present or, if no stockholders are
present, any officer entitled to preside at or to act as secretary of the
meeting, may adjourn the meeting until a quorum is present. At any adjourned
meeting at which a quorum is present any action may be taken which might have
been taken at the meeting as originally called. No notice of an adjourned
meeting need be given if the time and place are



announced at the meeting at which the adjournment is taken except that, if
adjournment is for more than thirty days or if, after the adjournment, a new
record date is fixed for the meeting, notice of the adjourned meeting shall be
given pursuant to Section 1.4.

     1.6 Voting; Proxies. Each stockholder of record shall be entitled to one
vote for every share registered in his name. Corporate action to be taken by
stockholder vote, other than the election of directors, shall be authorized by a
majority of the votes cast at a meeting of stockholders, except as otherwise
provided by law or by Section 1.8 of these by-laws. Directors shall be elected
in the manner provided in Section 2.1 of these by-laws. Voting need not be by
ballot unless requested by a stockholder at the meeting or ordered by the
chairman of the meeting; however, all elections of directors shall be by written
ballot, unless otherwise provided in the certificate of incorporation. Each
stockholder entitled to vote at any meeting of stockholders or to express
consent to or dissent from corporate action in writing without a meeting may
authorize another person to act for him by proxy. Every proxy must be signed by
the stockholder or his attorney-in-fact. No proxy shall be valid after three
years from its date unless it provides otherwise.

     1.7 List of Stockholders. Not less than 10 days prior to the date of any
meeting of stockholders, the secretary of the corporation shall prepare a
complete list of stockholders entitled to vote at the meeting, arranged in
alphabetical order and showing the address of each stockholder and the number of
shares registered in his name. For a period of not less than 10 days prior to
the meeting, the list shall be available during ordinary business hours for
inspection by any stockholder for any purpose germane to the meeting. During
this period, the list shall be kept either (a) at a place within the city where
the meeting is to be held, if that place shall have been specified in the notice
of the meeting, or (b) if not so specified, at the place where the meeting is to
be held. The list shall also be available for inspection by stockholders at the
time and place of the meeting.

     1.8 Action by Consent Without a Meeting. Any action required or permitted
to be taken at any meeting of stockholders may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voting. Prompt notice of the taking of any such action shall be
given to those stockholders who did not consent in writing.

                             2. BOARD OF DIRECTORS.

     2.1 Number, Qualification, Election and Term of Directors. The business of
the corporation shall be managed by the Board which shall consist of two
directors and may be increased or decreased at any time and from time to time by
resolution of the Board, without amendment to the bylaws, but no decrease may
shorten the term of any incumbent director. Directors shall be elected at each
annual meeting of stockholders by a plurality of the votes cast and shall hold
office until the next annual meeting of stockholders and until the election and
qualification of their respective successors, subject to the provisions of
Section 2.9. As used in these by-laws, the term "entire Board" means the total
number of directors which the corporation would have if there were no vacancies
on the Board.


                                        2



     2.2 Quorum and Manner of Acting. A majority of the directors then in office
shall constitute a quorum for the transaction of business at any meeting, except
as provided in Section 2.10 of these by-laws. Action of the Board shall be
authorized by the vote of a majority of the directors present at the time of the
vote if there is a quorum, unless otherwise provided by law or these by-laws. In
the absence of a quorum a majority of the directors present may adjourn any
meeting from time to time until a quorum is present.

     2.3 Place of Meetings. Meetings of the Board may be held in or outside
Delaware.

     2.4 Annual and Regular Meetings. Annual meetings of the Board, for the
election of officers and consideration of other matters, shall be held either
(a) without notice immediately after the annual meeting of stockholders and at
the same place, or (b) as soon as practicable after the annual meeting of
stockholders, on notice as provided in Section 2.6 of these by-laws. Regular
meetings of the Board may be held without notice at such times and places as the
Board determines. If the day fixed for a regular meeting is a legal holiday, the
meeting shall be held on the next business day.

     2.5 Special Meetings. Special meetings of the Board may be called by the
chief executive officer or the president or by any one of the directors. Only
business related to the purposes set forth in the notice of meeting may be
transacted at a special meeting.

     2.6 Notice of Meetings; Waiver of Notice. Notice of the time and place of
each special meeting of the Board, and of each annual meeting not held
immediately after the annual meeting of stockholders and at the same place,
shall be given to each director by mailing it to him at his residence or usual
place of business at least three days before the meeting, or by delivering it to
him via delivery, telephone or facsimile at least two days before the meeting.
Notice of a special meeting shall also state the purpose or purposes for which
the meeting is called. Notice need not be given to any director who submits a
signed waiver of notice before or after the meeting or who attends the meeting
without protesting at the beginning of the meeting the transaction of any
business because the meeting was not lawfully called or convened. Notice of any
adjourned meeting need not be given, other than by announcement at the meeting
at which the adjournment is taken.

     2.7 Board or Committee Action Without a Meeting. Any action required or
permitted to be taken by the Board or by any committee of the Board may be taken
without a meeting if all of the members of the Board or of the committee consent
in writing to the adoption of a resolution authorizing the action. The
resolution and the written consents by the members of the Board or the committee
shall be filed with the minutes of the proceeding of the Board or of the
committee.

     2.8 Participation in Board or Committee Meetings by Conference Telephone.
Any or all members of the Board or of any committee of the Board may participate
in a meeting of the Board or of the committee by means of a conference telephone
or similar communications equipment allowing all persons participating in the
meeting to hear each other at the same time. Participation by such means shall
constitute presence in person at the meeting.

     2.9 Resignation and Removal of Directors. Any director may resign at any
time by delivering his resignation in writing to the chief executive officer,
president or secretary of the corporation, to take effect at the time specified
in the resignation; the acceptance of a


                                        3



resignation, unless required by its terms, shall not be necessary to make it
effective. Any or all of the directors may be removed at any time, either with
or without cause, by vote of the stockholders.

     2.10 Vacancies. Any vacancy in the Board, including one created by an
increase in the number of directors, may be filled for the unexpired term by a
majority vote of the remaining directors, though less than a quorum.

     2.11 Compensation. Directors shall receive such compensation as the Board
determines, together with reimbursement of their reasonable expenses in
connection with the performance of their duties. A director may also be paid for
serving the corporation, its affiliates or subsidiaries in other capacities.

                                 3. COMMITTEES.

     3.1 Executive Committee. The Board, by resolution adopted by a majority of
the entire Board, may designate an Executive Committee of one or more directors
which shall have all the powers and authority of the Board, except as otherwise
provided in the resolution, section 141(c) of the Delaware General Corporation
Law, or any other applicable law. The members of the Executive Committee shall
serve at the pleasure of the Board. All action of the Executive Committee shall
be reported to the Board at its next meeting.

     3.2 Other Committees. The Board, by resolution adopted by a majority of the
entire Board, may designate other committees of directors of one or more
directors, which shall serve at the Board's pleasure and have such powers and
duties as the Board determines.

     3.3 Rules Applicable to Committees. The Board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. In the absence or
disqualification of any member of a committee, the member or members present at
a meeting of the committee and not disqualified, whether or not a quorum, may
unanimously appoint another director to act at the meeting in place of the
absent or disqualified member. All action of a committee shall be reported to
the Board at its next meeting. Each committee shall adopt rules of procedure and
shall meet as provided by those rules or by resolutions of the Board.


                                        4



                                  4. OFFICERS.

     4.1 Number; Security. The executive officers of the corporation shall be,
the chief executive officer, the president, the chief financial officer, one or
more vice presidents (including an executive vice president, if the Board so
determines), a secretary and a treasurer. Any two or more offices may be held by
the same person except the offices of president and secretary. The Board may
require any officer, agent or employee to give security for the faithful
performance of his duties.

     4.2 Election; Term of Office. The executive officers of the corporation
shall be elected annually by the Board and each such officer shall hold office
until the next annual meeting of the Board and until the election of his
successor, subject to the provisions of Section 4.4.

     4.3 Subordinate Officers. The Board may appoint subordinate officers
(including assistant secretaries and assistant treasurers), agents or employees,
each of whom shall hold office for such period and have such powers and duties
as the Board determines. The Board may delegate to any executive officer or to
any committee the power to appoint and define the powers and duties of any
subordinate officers, agents or employees.

     4.4 Resignation and Removal of Officers. Any officer may resign at any time
by delivering his resignation in writing to the chief executive officer,
president or secretary of the corporation, to take effect at the time specified
in the resignation; the acceptance of a resignation, unless required by its
terms, shall not be necessary to make it effective. Any officer appointed by the
Board or appointed by an executive officer or by a committee may be removed by
the Board either with or without cause, and in the case of an officer appointed
by an executive officer or by a committee, by the officer or committee who
appointed him or by the president.

     4.5 Vacancies. A vacancy in any office may be filled for the unexpired term
in the manner prescribed in Sections 4.2 and 4.3 of these by-laws for election
or appointment to the office.

     4.6 The Chief Executive Officer. The chief executive officer shall be the
chief executive officer of the corporation and shall preside at all meetings of
the Board and of the stockholders. Subject to the control of the Board, he shall
have general supervision over the business of the corporation and shall have
such other powers and duties as chief executive officers of corporations usually
have or as the Board assigns to him.

     4.7 The President. The president shall be the president of the corporation.
Subject to the control of the Board, he shall have such other powers and duties
as presidents of corporations usually have or as the Board or the chief
executive officer assigns to him.

     4.8 Vice President. Each vice president shall have such powers and duties
as the Board or the president assigns to him.

     4.9 The Chief Financial Officer. The chief financial officer shall be the
chief financial officer of the corporation and shall be in charge of the
corporation's books and accounts.


                                        5



Subject to the control of the Board, he shall have such other powers and duties
as the Board or the chief executive officer or the president assigns to him.

     4.10 The Treasurer. The treasurer shall be the treasurer of the
corporation. Subject to the control of the Board, he shall have such other
powers and duties as the Board or the chief financial officer or the president
assigns to him.

     4.11 The Secretary. The secretary shall be the secretary of, and keep the
minutes of, all meetings of the Board and of the stockholders, shall be
responsible for giving notice of all meetings of stockholders and of the Board,
and shall keep the seal and, when authorized by the Board, apply it to any
instrument requiring it. Subject to the control of the Board, he shall have such
powers and duties as the Board or chief executive officer or the president
assigns to him. In the absence of the secretary from any meeting, the minutes
shall be kept by the person appointed for that purpose by the presiding officer.

     4.12 Salaries. The Board may fix the officers' salaries, if any, or it may
authorize the president to fix the salary of any other officer.

                                   5. SHARES.

     5.1 Certificates. The corporation's shares shall be represented by
certificates in the form approved by the Board. Each certificate shall be signed
by, the president or a vice president and by the secretary or an assistant
secretary, or the treasurer or an assistant treasurer, and shall be sealed with
the corporation's seal or a facsimile of the seal. Any or all of the signatures
on the certificate may be a facsimile.

     5.2 Transfers. Shares shall be transferable only on the corporation's
books, upon surrender of the certificate for the shares, properly endorsed. The
Board may require satisfactory surety before issuing a new certificate to
replace a certificate claimed to have been lost or destroyed.

     5.3 Determination of Stockholders of Record. The Board may fix, in advance,
a date as the record date for the determination of stockholders entitled to
notice of or to vote at any meeting of the stockholders, or to express consent
to or dissent from any proposal without a meeting, or to receive payment of any
dividend or the allotment of any rights, or for the purpose of any other action.
The record date may not be more than 60 or less than 10 days before the date of
the meeting or more than 60 days before any other action.

                                6. MISCELLANEOUS.

     6.1 Seal. The Board shall adopt a corporate seal, which shall be in the
form of a circle and shall bear the corporation's name and the year and state in
which it was incorporated.

     6.2 Fiscal Year. The Board may determine the corporation's fiscal year.
Until changed by the Board, the corporation's fiscal year shall be the calendar
year.

     6.3 Voting of Shares in Other Corporations. Shares in other corporations
which are held by the corporation may be represented and voted by the chief
executive officer, president or a


                                        6



vice president of this corporation or by proxy or proxies appointed by one of
them. The Board may, however, appoint some other person to vote the shares.

     6.4 Amendments. By-laws may be amended, repealed or adopted by the
stockholders or by a majority of the entire Board, but any by-law adopted by the
Board may be amended or repealed by the stockholders.


                                        7

EX-3.8

                                                                   Exhibit 3.8

                          CERTIFICATE OF INCORPORATION

                                       OF

                               EMCARE HOLDCO, INC.

1.    The name of the corporation is EmCare HoldCo, Inc. (the "Corporation").

2.    The address of the Corporation's registered office in Delaware is 2711
Centerville Road, Suite 400, Wilmington (New Castle County), Delaware 19808.
Corporation Service Company is the Corporation's registered agent at that
address.

3.    The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the Delaware General Corporation
Law.

4.    The Corporation shall have authority to issue a total of 100 shares of
common stock of the par value of $0.01 per share.

5.    The name of the sole incorporator is Garth B. Thomas and his mailing
address is c/o Kaye Scholer LLP, 425 Park Avenue, New York, New York 10022.

6.    The Board of Directors shall have the power to make, alter or repeal the
by-laws of the Corporation.

7.    The election of the Board of Directors need not be by written ballot.

8.    The Corporation shall indemnify to the fullest extent permitted by Section
145 of the General Corporation Law of Delaware as amended from time to time each
person who is or was a director of the Corporation and the heirs, executors and
administrators of such a person.

9.    No director shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director for
any act or omission occurring subsequent to the date when this provision becomes
effective, except that he may be liable (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law or (iv) for any transaction from which the director derived an improper
personal benefit.

10.   Whenever a compromise or arrangement is proposed between this Corporation
and its creditors or any class of them and/or between this Corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
Corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this Corporation under Section 291 of
Title 8 of the Delaware Code or on the application of trustees in dissolution or
of any receiver or receivers appointed for this Corporation under Section 279 of
Title 8 of the Delaware Code order a meeting of the



creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing three
fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
Corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this Corporation, as the case may be, and also on this
Corporation.

11.   The Corporation elects not to be governed by Section 203 of the Delaware
General Corporation Law.

Dated: December 29, 2004

/s/ Garth B. Thomas
- ----------------------------
Garth B. Thomas
Sole Incorporator

                                        2

EX-3.9

                                                                   Exhibit 3.9

                              AMENDED AND RESTATED

                                     BY-LAWS

                                       of

                               EMCARE HOLDCO, INC.

                          1. MEETINGS OF STOCKHOLDERS.

     1.1 Annual Meeting. The annual meeting of stockholders shall be held on
such date and at such time as shall be designated from time to time by the board
of directors (the "Board") and stated in the notice of the meeting.

     1.2 Special Meetings. Special meetings of the stockholders may be called by
resolution of the Board or by the president and shall be called by the chief
executive officer, president or secretary upon the written request (stating the
purpose or purposes of the meeting) of a majority of the directors then in
office or of the holders of 51% of the outstanding shares entitled to vote. Only
business related to the purposes set forth in the notice of the meeting may be
transacted at a special meeting.

     1.3 Place and Time of Meetings. Meetings of the stockholders may be held in
or outside Delaware at the place and time specified by the Board or the
directors or stockholders requesting the meeting.

     1.4 Notice of Meetings; Waiver of Notice. Written notice of each meeting of
stockholders shall be given to each stockholder entitled to vote at the meeting,
except that (a) it shall not be necessary to give notice to any stockholder who
submits a signed waiver of notice before or after the meeting, and (b) no notice
of an adjourned meeting need be given except when required under Section 1.5 of
these by-laws or by law. Each notice of a meeting shall be given, personally or
by mail, not less than 10 nor more than 60 days before the meeting and shall
state the time and place of the meeting, and unless it is the annual meeting,
shall state at whose direction or request the meeting is called and the purposes
for which it is called. If mailed, notice shall be considered given when mailed
to a stockholder at his address on the corporation's records. The attendance of
any stockholder at a meeting, without protesting at the beginning of the meeting
that the meeting is not lawfully called or convened, shall constitute a waiver
of notice by him.

     1.5 Quorum. At any meeting of stockholders, the presence in person or by
proxy of the holders of a majority of the shares entitled to vote shall
constitute a quorum for the transaction of any business. In the absence of a
quorum a majority in voting interest of those present or, if no stockholders are
present, any officer entitled to preside at or to act as secretary of the
meeting, may adjourn the meeting until a quorum is present. At any adjourned
meeting at which a quorum is present any action may be taken which might have
been taken at the meeting as originally called. No notice of an adjourned
meeting need be given if the time and place are announced at the meeting at
which the adjournment is taken except that, if adjournment is for



more than thirty days or if, after the adjournment, a new record date is fixed
for the meeting, notice of the adjourned meeting shall be given pursuant to
Section 1.4.

     1.6 Voting; Proxies. Each stockholder of record shall be entitled to one
vote for every share registered in his name. Corporate action to be taken by
stockholder vote, other than the election of directors, shall be authorized by a
majority of the votes cast at a meeting of stockholders, except as otherwise
provided by law or by Section 1.8 of these by-laws. Directors shall be elected
in the manner provided in Section 2.1 of these by-laws. Voting need not be by
ballot unless requested by a stockholder at the meeting or ordered by the
chairman of the meeting; however, all elections of directors shall be by written
ballot, unless otherwise provided in the certificate of incorporation. Each
stockholder entitled to vote at any meeting of stockholders or to express
consent to or dissent from corporate action in writing without a meeting may
authorize another person to act for him by proxy. Every proxy must be signed by
the stockholder or his attorney-in-fact. No proxy shall be valid after three
years from its date unless it provides otherwise.

     1.7 List of Stockholders. Not less than 10 days prior to the date of any
meeting of stockholders, the secretary of the corporation shall prepare a
complete list of stockholders entitled to vote at the meeting, arranged in
alphabetical order and showing the address of each stockholder and the number of
shares registered in his name. For a period of not less than 10 days prior to
the meeting, the list shall be available during ordinary business hours for
inspection by any stockholder for any purpose germane to the meeting. During
this period, the list shall be kept either (a) at a place within the city where
the meeting is to be held, if that place shall have been specified in the notice
of the meeting, or (b) if not so specified, at the place where the meeting is to
be held. The list shall also be available for inspection by stockholders at the
time and place of the meeting.

     1.8 Action by Consent Without a Meeting. Any action required or permitted
to be taken at any meeting of stockholders may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voting. Prompt notice of the taking of any such action shall be
given to those stockholders who did not consent in writing.

                             2. BOARD OF DIRECTORS.

     2.1 Number, Qualification, Election and Term of Directors. The business of
the corporation shall be managed by the Board which shall consist of two
directors and may be increased or decreased at any time and from time to time by
resolution of the Board, without amendment to the bylaws, but no decrease may
shorten the term of any incumbent director. Directors shall be elected at each
annual meeting of stockholders by a plurality of the votes cast and shall hold
office until the next annual meeting of stockholders and until the election and
qualification of their respective successors, subject to the provisions of
Section 2.9. As used in these by-laws, the term "entire Board" means the total
number of directors which the corporation would have if there were no vacancies
on the Board.


                                        2



     2.2 Quorum and Manner of Acting. A majority of the directors then in office
shall constitute a quorum for the transaction of business at any meeting, except
as provided in Section 2.10 of these by-laws. Action of the Board shall be
authorized by the vote of a majority of the directors present at the time of the
vote if there is a quorum, unless otherwise provided by law or these by-laws. In
the absence of a quorum a majority of the directors present may adjourn any
meeting from time to time until a quorum is present.

     2.3 Place of Meetings. Meetings of the Board may be held in or outside
Delaware.

     2.4 Annual and Regular Meetings. Annual meetings of the Board, for the
election of officers and consideration of other matters, shall be held either
(a) without notice immediately after the annual meeting of stockholders and at
the same place, or (b) as soon as practicable after the annual meeting of
stockholders, on notice as provided in Section 2.6 of these by-laws. Regular
meetings of the Board may be held without notice at such times and places as the
Board determines. If the day fixed for a regular meeting is a legal holiday, the
meeting shall be held on the next business day.

     2.5 Special Meetings. Special meetings of the Board may be called by the
chief executive officer or the president or by any one of the directors. Only
business related to the purposes set forth in the notice of meeting may be
transacted at a special meeting.

     2.6 Notice of Meetings; Waiver of Notice. Notice of the time and place of
each special meeting of the Board, and of each annual meeting not held
immediately after the annual meeting of stockholders and at the same place,
shall be given to each director by mailing it to him at his residence or usual
place of business at least three days before the meeting, or by delivering it to
him via delivery, telephone or facsimile at least two days before the meeting.
Notice of a special meeting shall also state the purpose or purposes for which
the meeting is called. Notice need not be given to any director who submits a
signed waiver of notice before or after the meeting or who attends the meeting
without protesting at the beginning of the meeting the transaction of any
business because the meeting was not lawfully called or convened. Notice of any
adjourned meeting need not be given, other than by announcement at the meeting
at which the adjournment is taken.

     2.7 Board or Committee Action Without a Meeting. Any action required or
permitted to be taken by the Board or by any committee of the Board may be taken
without a meeting if all of the members of the Board or of the committee consent
in writing to the adoption of a resolution authorizing the action. The
resolution and the written consents by the members of the Board or the committee
shall be filed with the minutes of the proceeding of the Board or of the
committee.

     2.8 Participation in Board or Committee Meetings by Conference Telephone.
Any or all members of the Board or of any committee of the Board may participate
in a meeting of the Board or of the committee by means of a conference telephone
or similar communications equipment allowing all persons participating in the
meeting to hear each other at the same time. Participation by such means shall
constitute presence in person at the meeting.

     2.9 Resignation and Removal of Directors. Any director may resign at any
time by delivering his resignation in writing to the chief executive officer,
president or secretary of the corporation, to take effect at the time specified
in the resignation; the acceptance of a


                                        3



resignation, unless required by its terms, shall not be necessary to make it
effective. Any or all of the directors may be removed at any time, either with
or without cause, by vote of the stockholders.

     2.10 Vacancies. Any vacancy in the Board, including one created by an
increase in the number of directors, may be filled for the unexpired term by a
majority vote of the remaining directors, though less than a quorum.

     2.11 Compensation. Directors shall receive such compensation as the Board
determines, together with reimbursement of their reasonable expenses in
connection with the performance of their duties. A director may also be paid for
serving the corporation, its affiliates or subsidiaries in other capacities.

                                 3. COMMITTEES.

     3.1 Executive Committee. The Board, by resolution adopted by a majority of
the entire Board, may designate an Executive Committee of one or more directors
which shall have all the powers and authority of the Board, except as otherwise
provided in the resolution, section 141(c) of the Delaware General Corporation
Law, or any other applicable law. The members of the Executive Committee shall
serve at the pleasure of the Board. All action of the Executive Committee shall
be reported to the Board at its next meeting.

     3.2 Other Committees. The Board, by resolution adopted by a majority of the
entire Board, may designate other committees of directors of one or more
directors, which shall serve at the Board's pleasure and have such powers and
duties as the Board determines.

     3.3 Rules Applicable to Committees. The Board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. In the absence or
disqualification of any member of a committee, the member or members present at
a meeting of the committee and not disqualified, whether or not a quorum, may
unanimously appoint another director to act at the meeting in place of the
absent or disqualified member. All action of a committee shall be reported to
the Board at its next meeting. Each committee shall adopt rules of procedure and
shall meet as provided by those rules or by resolutions of the Board.


                                        4



                                  4. OFFICERS.

     4.1 Number; Security. The executive officers of the corporation shall be,
the chief executive officer, the president, the chief financial officer, one or
more vice presidents (including an executive vice president, if the Board so
determines), a secretary and a treasurer. Any two or more offices may be held by
the same person except the offices of president and secretary. The Board may
require any officer, agent or employee to give security for the faithful
performance of his duties.

     4.2 Election; Term of Office. The executive officers of the corporation
shall be elected annually by the Board and each such officer shall hold office
until the next annual meeting of the Board and until the election of his
successor, subject to the provisions of Section 4.4.

     4.3 Subordinate Officers. The Board may appoint subordinate officers
(including assistant secretaries and assistant treasurers), agents or employees,
each of whom shall hold office for such period and have such powers and duties
as the Board determines. The Board may delegate to any executive officer or to
any committee the power to appoint and define the powers and duties of any
subordinate officers, agents or employees.

     4.4 Resignation and Removal of Officers. Any officer may resign at any time
by delivering his resignation in writing to the chief executive officer,
president or secretary of the corporation, to take effect at the time specified
in the resignation; the acceptance of a resignation, unless required by its
terms, shall not be necessary to make it effective. Any officer appointed by the
Board or appointed by an executive officer or by a committee may be removed by
the Board either with or without cause, and in the case of an officer appointed
by an executive officer or by a committee, by the officer or committee who
appointed him or by the president.

     4.5 Vacancies. A vacancy in any office may be filled for the unexpired term
in the manner prescribed in Sections 4.2 and 4.3 of these by-laws for election
or appointment to the office.

     4.6 The Chief Executive Officer. The chief executive officer shall be the
chief executive officer of the corporation and shall preside at all meetings of
the Board and of the stockholders. Subject to the control of the Board, he shall
have general supervision over the business of the corporation and shall have
such other powers and duties as chief executive officers of corporations usually
have or as the Board assigns to him.

     4.7 The President. The president shall be the president of the corporation.
Subject to the control of the Board, he shall have such other powers and duties
as presidents of corporations usually have or as the Board or the chief
executive officer assigns to him.

     4.8 Vice President. Each vice president shall have such powers and duties
as the Board or the president assigns to him.

     4.9 The Chief Financial Officer. The chief financial officer shall be the
chief financial officer of the corporation and shall be in charge of the
corporation's books and accounts.


                                        5



Subject to the control of the Board, he shall have such other powers and duties
as the Board or the chief executive officer or the president assigns to him.

     4.10 The Treasurer. The treasurer shall be the treasurer of the
corporation. Subject to the control of the Board, he shall have such other
powers and duties as the Board or the chief financial officer or the president
assigns to him.

     4.11 The Secretary. The secretary shall be the secretary of, and keep the
minutes of, all meetings of the Board and of the stockholders, shall be
responsible for giving notice of all meetings of stockholders and of the Board,
and shall keep the seal and, when authorized by the Board, apply it to any
instrument requiring it. Subject to the control of the Board, he shall have such
powers and duties as the Board or chief executive officer or the president
assigns to him. In the absence of the secretary from any meeting, the minutes
shall be kept by the person appointed for that purpose by the presiding officer.

     4.12 Salaries. The Board may fix the officers' salaries, if any, or it may
authorize the president to fix the salary of any other officer.

                                   5. SHARES.

     5.1 Certificates. The corporation's shares shall be represented by
certificates in the form approved by the Board. Each certificate shall be signed
by, the president or a vice president and by the secretary or an assistant
secretary, or the treasurer or an assistant treasurer, and shall be sealed with
the corporation's seal or a facsimile of the seal. Any or all of the signatures
on the certificate may be a facsimile.

     5.2 Transfers. Shares shall be transferable only on the corporation's
books, upon surrender of the certificate for the shares, properly endorsed. The
Board may require satisfactory surety before issuing a new certificate to
replace a certificate claimed to have been lost or destroyed.

     5.3 Determination of Stockholders of Record. The Board may fix, in advance,
a date as the record date for the determination of stockholders entitled to
notice of or to vote at any meeting of the stockholders, or to express consent
to or dissent from any proposal without a meeting, or to receive payment of any
dividend or the allotment of any rights, or for the purpose of any other action.
The record date may not be more than 60 or less than 10 days before the date of
the meeting or more than 60 days before any other action.

                                6. MISCELLANEOUS.

     6.1 Seal. The Board shall adopt a corporate seal, which shall be in the
form of a circle and shall bear the corporation's name and the year and state in
which it was incorporated.

     6.2 Fiscal Year. The Board may determine the corporation's fiscal year.
Until changed by the Board, the corporation's fiscal year shall be the calendar
year.

     6.3 Voting of Shares in Other Corporations. Shares in other corporations
which are held by the corporation may be represented and voted by the chief
executive officer, president or a


                                        6



vice president of this corporation or by proxy or proxies appointed by one of
them. The Board may, however, appoint some other person to vote the shares.

     6.4 Amendments. By-laws may be amended, repealed or adopted by the
stockholders or by a majority of the entire Board, but any by-law adopted by the
Board may be amended or repealed by the stockholders.


                                        7

EX-3.10

                                                                    Exhibit 3.10

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                              ES ACQUISITION, INC.

      ES Acquisition, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

      First: That the Board of Directors of said corporation has adopted by
written consent the following resolution:

RESOLVED:   That it is advisable and in the best interest of this Corporation
            that Article 1 of the Certificate of Incorporation of this
            Corporation be amended to read in its entirety as follows:

            1.    The name of this corporation is Ambulance Acquisition, Inc.

      Second: That the said amendment has been consented to and authorized by
the holder of a majority of the issued and outstanding stock entitled to vote by
written consent given in accordance with the provisions of Section 228 of the
General Corporation Law of the State of Delaware.

      Third: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Section 242 and 228 of the General Corporation Law
of the State of Delaware.

      IN WITNESS WHEREOF, said corporation has caused this Certificate to be
signed by Paul M. Verrochi, its Vice President, and attested by Ronald N.
Levenson, its Assistant Secretary, this ____ day of January, 1994.

                                                         /s/ Paul M. Verrochi
                                                         -----------------------
                                                         Vice President

                                            Attested by: /s/ Ronald N. Levenson
                                                         -----------------------
                                                         Assistant Secretary



                          CERTIFICATE OF INCORPORATION

                                       of

                              ES ACQUISITION, INC.

      1. The name of this corporation is ES Acquisition, Inc,

      2. The registered office of this corporation in the State of Delaware is
located at 1013 Centre Road, in the City of Wilmington, County of New Castle.
The name of its registered agent at such address is Corporation Service Company.

      3. The purpose of this corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

      4. The total number of shares of stock that this corporation shall have
authority to issue is 3,000 shares of Common Stock, $.01 par value per share.
Each share of Common Stock shall be entitled to one vote.

      5. The name and mailing address of the incorporator is: William George,
One International Place, Boston, MA 02110-2624.

      6. Except as provided to the contrary in the provisions establishing a
class or series of stock, the amount of the authorized stock of this corporation
of any class or classes may be increased or decreased by the affirmative vote of
the holders of a majority of the stock of this corporation entitled to vote.

      7. The election of directors need hot be by ballot unless the by-laws
shall so require.

      8. In furtherance and not in limitation of the power conferred upon the
board of directors by law, the board of directors shall have power to make,
adopt, alter, amend and repeal from time to time by-laws of this corporation,
subject to the right of the stockholders entitled to vote with respect thereto
to alter and repeal by-laws made by the board of directors.

      9. A director of this corporation shall not be liable to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent that exculpation from liability is not permitted
under the General Corporation Law of the State of Delaware as in effect at the
time such liability is determined. No amendment or repeal of this paragraph 9
shall apply to or have any effect on the liability or alleged liability or any
director or the corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal.

      10. This corporation shall, to the maximum extent permitted from time to
time under the law of the State of Delaware, indemnify and upon request shall
advance expenses to any person who is or was a party or is threatened to be made
a party to any threatened, pending or completed action, suit, proceeding or
claim, whether civil, criminal, administrative or investigative, by reason of
the fact that such person is or was or has agreed to be a director or

                                       2


officer of this corporation or while a director or officer is or was serving at
the request of this corporation as a director, officer, partner, trustee,
employee or agent of any corporation, partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, against
expenses (including attorney's fees and expenses), judgments, fines, penalties
and amounts paid in settlement incurred in connection with the investigation,
preparation to defend or defense of such action, suit, proceeding or claim;
provided, however, that the foregoing shall not require this corporation to
indemnify or advance expenses to any person in connection with any action, suit,
proceeding, claim or counterclaim initiated by or on behalf of such person. Such
indemnification shall not be exclusive of other indemnification rights arising
under any by-law, agreement, vote of directors or stockholders or otherwise and
shall inure to the benefit of the heirs and legal representatives of such
person. Any person seeking indemnification under this paragraph 10 shall be
deemed to have met the standard of conduct required for such indemnification
unless the contrary shall be established. Any repeal or modification of the
foregoing provisions of this paragraph 10 shall not adversely affect any right
or protection of a director or officer of this corporation with respect to any
acts or omissions of such director or officer occurring prior to such repeal or
modification.

      11. The books of this corporation may (subject to any statutory
requirements) be kept outside the state of Delaware as may be designated by the
board of directors or in the by-laws of this corporation.

      12. If at any time this corporation shall have a class of stock registered
pursuant to the provisions of the Securities Exchange Act of 1934, for so long
as such class is so registered, any action by the stockholders of such class
must be taken at an annual or special meeting of stockholders and may not be
taken by written consent.

      THE UNDERSIGNED, the sole incorporator named above, hereby certifies that
the facts stated above are true as of this 6th day of January, 1994.

                                                   /s/ William George
                                                   -----------------------------
                                                   William George, Incorporator

                                       3

EX-3.11

                                                                    Exhibit 3.11

                                     BY-LAWS

                                       OF

                           AMBULANCE ACQUISITION, INC.
                         (formerly ES Acquisiiton, Inc.)

          Section 1. LAW, CERTIFICATE OF INCORPORATION AND BY-LAWS

     1.1. These by-laws are subject to the certificate of incorporation of the
corporation. In these by-laws, references to law, the certificate of
incorporation and by-laws mean the law, the provisions of the certificate of
incorporation and the by-laws as from time to time in effect.

                    Section 2. STOCKHOLDERS

     2.1. Annual Meeting. The annual meeting of stockholders shall be held at
10:00 A.M. on the second Tuesday in May in each year, unless that day be a legal
holiday at the place where the meeting is to be held, in which case the meeting
shall be held at the same hour on the next succeeding day not a legal holiday,
or at such other date and time as shall be designated from time to time by the
board of directors and stated in the notice of the meeting, at which they shall
elect a board of directors and transact such other business as may be required
by law or these by-laws or as may properly come before the meeting.

     2.2. Special Meetings. A special meeting of the stockholders may be called
at any time by the chairman of the board, if any, the president or the board of
directors. A special meeting of the stockholders shall be called by the
secretary, or in the case of the death, absence, incapacity or refusal of the
secretary, by an assistant secretary or some other officer, upon application of
a majority of the directors. Any such application shall state the purpose or
purposes of the proposed meeting. Any such call shall state the place, date,
hour, and purposes of the meeting.

     2.3. Place of Meeting. All meetings of the stockholders for the election of
directors or for any other purpose shall be held at such place within or without
the State of Delaware as may be determined from time to time by the chairman of
the board, if any, the president or the board of directors. Any adjourned
session of any meeting of the stockholders shall be held at the place designated
in the vote of adjournment.

     2.4. Notice of Meetings. Except as otherwise provided by law, a written
notice of each meeting of stockholders stating the place, day and hour thereof
and, in the case of a special meeting, the purposes for which the meeting is
called, shall be given not less then ten nor more than sixty days before the
meeting, to each stockholder entitled to vote thereat, and to each stockholder
who, by law, by the certificate of incorporation or by these by-laws, is
entitled to notice, by leaving such notice with him or at his residence or usual
place of business, or by



depositing it in the United States mail, postage prepaid, and addressed to such
stockholder at his address as it appears in the records of the corporation. Such
notice shall be given by the secretary, or by an officer or person designated by
the board of directors, or in the case of a special meeting by the officer
calling the meeting. As to any adjourned session of any meeting of stockholders,
notice of the adjourned meeting need not be given if the time and place thereof
are announced at the meeting at which the adjournment was taken except that if
the adjournment is for more than thirty days or if after the adjournment a new
record date is set for the adjourned session, notice of any such adjourned
session of the meeting shall be given in the manner heretofore described. No
notice of any meeting of stockholders or any adjourned session thereof need be
given to a stockholder if a written waiver of notice, executed before or after
the meeting or such adjourned session by such stockholder, is filed with the
records of the meeting or if the stockholder attends such meeting without
objecting at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any meeting of the stockholders or any
adjourned session thereof need be specified in any written waiver of notice.

     2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as
to any matter shall consist of a majority of the votes entitled to be cast on
the matter, except where a larger quorum is required by law, by the certificate
of incorporation or by these by-laws. Any meeting may be adjourned from time to
time by a majority of the votes properly cast upon the question, whether or not
a quorum is present. If a quorum is present at an original meeting, a quorum
need not be present at an adjourned session of that meeting. Shares of its own
stock belonging to the corporation or to another corporation, if a majority of
the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the corporation, shall neither
be entitled to vote nor be counted for quorum purposes; provided, however, that
the foregoing shall not limit the right of any corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

     2.6. Action by Vote. When a quorum is present at any meeting, a plurality
of the votes properly cast for election to any office shall elect to such office
and a majority of the votes properly cast upon any question other than an
election to an office shall decide the question, except when a larger vote is
required by law, by the certificate of incorporation or by these by-laws. No
ballot shall be required for any election unless requested by a stockholder
present or represented at the meeting and entitled to vote in the election.

     2.7. Action without Meetings. Unless otherwise provided in the certificate
of incorporation, any action required or permitted to be taken by stockholders
for or in connection with any corporate action may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the corporation by
delivery to its registered office in Delaware by hand or certified or registered
mail, return receipt requested, to its principal place of business or to an
officer or agent of the corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Each such written consent
shall bear the date of signature of each stockholder who signs the consent. No
written consent shall be effective to take the corporate action referred to
therein unless written consents signed by a


                                       -2-



number of stockholders sufficient to take such action are delivered to the
corporation in the manner specified in this paragraph within sixty days of the
earliest dated consent so delivered.

     If action is taken by consent of stockholders and in accordance with the
foregoing, there shall be filed with the records of the meetings of stockholders
the writing or writings comprising such consent.

     If action is taken by less than unanimous consent of stockholders, prompt
notice of the taking of such action without a meeting shall be given to those
who have not consented in writing and a certificate signed and attested to by
the secretary that such notice was given shall be filed with the records of the
meetings of stockholders.

     In the event that the action which is consented to is such as would have
required the filing of a certificate under any provision of the General
Corporation Law of the State of Delaware, if such action had been voted upon by
the stockholders at a meeting thereof, the certificate filed under such
provision shall state, in lieu of any statement required by such provision
concerning a vote of stockholders, that written consent has been given under
Section 228 of said General Corporation Law and that written notice has been
given as provided in such Section 228.

     2.8. Proxy Representation. Every stockholder may authorize another person
or persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether by waiving notice of any meeting, objecting to
or voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by his
attorney-in-fact. No proxy shall be voted or acted upon after three years from
its date unless such proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and, if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally. The authorization of a proxy may but need
not be limited to specified action, provided, however, that if a proxy limits
its authorization to a meeting or meetings of stockholders, unless otherwise
specifically provided such proxy shall entitle the holder thereof to vote at any
adjourned session but shall not be valid after the final adjournment thereof.

     2.9. Inspectors. The directors or the person presiding at the meeting may,
but need not, appoint one or more inspectors of election and any substitute
inspectors to act at the meeting or any adjournment thereof. Each inspector,
before entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability. The inspectors, if any,
shall determine the number of shares of stock outstanding and the voting power
of each, the shares of stock represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots or
consents, hear and determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes, ballots or consents,
determine the result, and do such acts as are proper to conduct the election or
vote with fairness to all stockholders. On request of the person presiding at
the meeting, the inspectors shall make a report in writing of any challenge,
question or matter determined by them and execute a certificate of any fact
found by them.


                                       -3-



     2.11. List of Stockholders. The secretary shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at such meeting, arranged in alphabetical order
and showing the address of each stockholder and the number of shares registered
in his name. The stock ledger shall be the only evidence as to who are
stockholders entitled to examine such list or to vote in person or by proxy at
such meeting.

                    Section 3. BOARD OF DIRECTORS

     3.1. Number. The number of directors which shall constitute the whole board
shall not be less than one nor more than five in number. Thereafter, within the
foregoing limits, the stockholders at the annual meeting shall determine the
number of directors and shall elect the number of directors as determined.
Within the foregoing limits, the number of directors may be increased at any
time or from time to time by the stockholders or by the directors by vote of a
majority of the directors then in office. The number of directors may be
decreased to any number permitted by the foregoing at any time either by the
stockholders or by the directors by vote of a majority of the directors then in
office, but only to eliminate vacancies existing by reason of the death,
resignation or removal of one or more directors. Directors need not be
stockholders.

     3.2. Tenure. Except as otherwise provided by law, by the certificate of
incorporation or by these by-laws, each director shall hold office until the
next annual meeting and until his successor is elected and qualified, or until
he sooner dies, resigns, is removed or becomes disqualified.

     3.3. Powers. The business and affairs of the corporation shall be managed
by or under the direction of the board of directors who shall have and may
exercise all the powers of the corporation and do all such lawful acts and
things as are not by law, the certificate of incorporation or these by-laws
directed or required to be exercised or done by the stockholders.

     3.4. Vacancies. Vacancies and any newly created directorships resulting
from any increase in the number of directors may be filled by vote of the
stockholders at a meeting called for the purpose, or by a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director. When one or more directors shall resign from the board, effective at a
future date, a majority of the directors then in office, including those who
have resigned, shall have power to fill such vacancy or vacancies, the vote or
action by writing thereon to take effect when such resignation or resignations
shall become effective. The directors shall have and may exercise all their
powers notwithstanding the existence of one or more vacancies in their number,
subject to any requirements of law or of the certificate of incorporation or of
these by-laws as to the number of directors required for a quorum or for any
vote or other actions.

     3.5. Committees. The board of directors may, by vote of a majority of the
whole board, (a) designate, change the membership of or terminate the existence
of any committee or committees, each committee to consist of one or more of the
directors; (b) designate one or more directors as alternate members of any such
committee who may replace any absent or disqualified member at any meeting of
the committee; and (c) determine the extent to which each such committee shall
have and may exercise the powers of the board of directors in the management of
the business and affairs of the corporation, including the power to authorize
the


                                       -4-



seal of the corporation to be affixed to all papers which require it and the
power and authority to declare dividends or to authorize the issuance of stock;
excepting, however, such powers which by law, by the certificate of
incorporation or by these by-laws they are prohibited from so delegating. In the
absence or disqualification of any member of such committee and his alternate,
if any, the member or members thereof present at any meeting and not
disqualified from voting, whether or not constituting a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in the
place of any such absent or disqualified member. Except as the board of
directors may otherwise determine, any committee may make rules for the conduct
of its business, but unless otherwise provided by the board or such rules, its
business shall be conducted as nearly as may be in the same manner as is
provided by these by-laws for the conduct of business by the board of directors.
Each committee shall keep regular minutes of its meetings and report the same to
the board of directors upon request.

     3.6. Regular Meetings. Regular meetings of the board of directors may be
held without call or notice at such places within or without the State of
Delaware and at such times as the board may from time to time determine,
provided that notice of the first regular meeting following any such
determination shall be given to absent directors. A regular meeting of the
directors may be held without call or notice immediately after and at the same
place as the annual meeting of stockholders.

     3.7. Special Meetings. Special meetings of the board of directors may be
held at any time and at any place within or without the State of Delaware
designated in the notice of the meeting, when called by the chairman of the
board, if any, the president, or by one-third or more in number of the
directors, reasonable notice thereof being given to each director by the
secretary or by the chairman of the board, if any, the president or any one of
the directors calling the meeting.

     3.8. Notice. It shall be reasonable and sufficient notice to a director to
send notice by mail at least forty-eight hours or by telegram at least
twenty-four hours before the meeting addressed to him at his usual or last known
business or residence address or to give notice to him in person or by telephone
at least twenty-four hours before the meeting. Notice of a meeting need not be
given to any director if a written waiver of notice, executed by him before or
after the meeting, is filed with the records of the meeting, or to any director
who attends the meeting without protesting prior thereto or at its commencement
the lack of notice to him. Neither notice of a meeting nor a waiver of a notice
need specify the purposes of the meeting.

     3.9. Quorum. Except as may be otherwise provided by law, by the certificate
of incorporation or by these by-laws, at any meeting of the directors a majority
of the directors then in office shall constitute a quorum; a quorum shall not in
any case be less than one-third of the total number of directors constituting
the whole board. Any meeting may be adjourned from time to time by a majority of
the votes cast upon the question, whether or not a quorum is present, and the
meeting may be held as adjourned without further notice.

     3.10. Action by Vote. Except as may be otherwise provided by law, by the
certificate of incorporation or by these by-laws, when a quorum is present at
any meeting the vote of a majority of the directors present shall be the act of
the board of directors.


                                       -5-



     3.11. Action Without a Meeting. Any action required or permitted to be
taken at any meeting of the board of directors or a committee thereof may be
taken without a meeting if all the members of the board or of such committee, as
the case may be, consent thereto in writing, and such writing or writings are
filed with the records of the meetings of the board or of such committee. Such
consent shall be treated for all purposes as the act of the board or of such
committee, as the case may be.

     3.12. Participation in Meetings by Conference Telephone. Members of the
board of directors, or any committee designated by such board, may participate
in a meeting of such board or committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other or by any other means permitted by law. Such
participation shall constitute presence in person at such meeting.

     3.13. Compensation. In the discretion of the board of directors, each
director may be paid such fees for his services as director and be reimbursed
for his reasonable expenses incurred in the performance of his duties as
director as the board of directors from time to time may determine. Nothing
contained in this section shall be construed to preclude any director from
serving the corporation in any other capacity and receiving reasonable
compensation therefor.

     3.14. Interested Directors and Officers.

     (a) No contract or transaction between the corporation and one or more of
its directors or officers, or between the corporation and any other corporation,
partnership, association, or other organization in which one or more of the
corporation's directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the board or committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purpose, if:

          (1) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the board of directors
or the committee, and the board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or

          (2) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or

          (3) The contract or transaction is fair as to the corporation as of
the time it is authorized, approved or ratified, by the board of directors, a
committee thereof, or the stockholders.

     (b) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or of a committee
which authorizes the contract or transaction.


                                       -6-



                    Section 4. OFFICERS AND AGENTS

     4.1. Enumeration; Qualification. The officers of the corporation shall be a
president, a treasurer, a secretary and such other officers, if any, as the
board of directors from time to time may in its discretion elect or appoint
including without limitation a chairman of the board, one or more vice
presidents and a controller. The corporation may also have such agents, if any,
as the board of directors from time to time may in its discretion choose. Any
officer may be but none need be a director or stockholder. Any two or more
offices may be held by the same person. Any officer may be required by the board
of directors to secure the faithful performance of his duties to the corporation
by giving bond in such amount and with sureties or otherwise as the board of
directors may determine.

     4.2. Powers. Subject to law, to the certificate of incorporation and to the
other provisions of these by-laws, each officer shall have, in addition to the
duties and powers herein set forth, such duties and powers as are commonly
incident to his office and such additional duties and powers as the board of
directors may from time to time designate.

     4.3. Election. The officers may be elected by the board of directors at
their first meeting following the annual meeting of the stockholders or at any
other time. At any time or from time to time the directors may delegate to any
officer their power to elect or appoint any other officer or any agents.

     4.4. Tenure. Each officer shall hold office until the first meeting of the
board of directors following the next annual meeting of the stockholders and
until his respective successor is chosen and qualified unless a shorter period
shall have been specified by the terms of his election or appointment, or in
each case until he sooner dies, resigns, is removed or becomes disqualified.
Each agent shall retain his authority at the pleasure of the directors, or the
officer by whom he was appointed or by the officer who then holds agent
appointive power.

     4.5. Chairman of the Board of Directors. President and Vice President. The
chairman of the board, if any, shall have such duties and powers as shall be
designated from time to time by the board of directors. Unless the board of
directors otherwise specifies, the chairman of the board, or if there is none
the chief executive officer, shall preside, or designate the person who shall
preside, at all meetings of the stockholders and of the board of directors.

     Unless the board of directors otherwise specifies, the president shall be
the chief executive officer and shall have direct charge of all business
operations of the corporation and, subject to the control of the directors,
shall have general charge and supervision of the business of the corporation.

     Any vice presidents shall have such duties and powers as shall be set forth
in these by-laws or as shall be designated from time to time by the board of
directors or by the president.

     4.6. Treasurer and Assistant Treasurers. Unless the board of directors
otherwise specifies, the treasurer shall be the chief financial officer of the
corporation and shall be in charge of its funds and valuable papers, and shall
have such other duties and powers as may be designated from time to time by the
board of directors or by the president. If no controller is


                                       -7-



elected, the treasurer shall, unless the board of directors otherwise specifies,
also have the duties and powers of the controller.

     Any assistant treasurers shall have such duties and powers as shall be
designated from time to time by the board of directors, the president or the
treasurer.

     4.7. Controller and Assistant Controllers. If a controller is elected, he
shall, unless the board of directors otherwise specifies, be the chief
accounting officer of the corporation and be in charge of its books of account
and accounting records, and of its accounting procedures. He shall have such
other duties and powers as may be designated from time to time by the board of
directors, the president or the treasurer.

     Any assistant controller shall have such duties and powers as shall be
designated from time to time by the board of directors, the president, the
treasurer or the controller.

     4.8. Secretary and Assistant Secretaries. The secretary shall record all
proceedings of the stockholders, of the board of directors and of committees of
the board of directors in a book or series of books to be kept therefor and
shall file therein all actions by written consent of stockholders or directors.
In the absence of the secretary from any meeting, an assistant secretary, or if
there be none or he is absent, a temporary secretary chosen at the meeting,
shall record the proceedings thereof. Unless a transfer agent has been appointed
the secretary shall keep or cause to be kept the stock and transfer records of
the corporation, which shall contain the names and record addresses of all
stockholders and the number of shares registered in the name of each
stockholder. He shall have such other duties and powers as may from time to time
be designated by the board of directors or the president.

     Any assistant secretaries shall have such duties and powers as shall be
designated from time to time by the board of directors, the president or the
secretary.

                    Section 5. RESIGNATIONS AND REMOVALS

     5.1. Any director or officer may resign at any time by delivering his
resignation in writing to the chairman of the board, if any, the president, or
the secretary or to a meeting of the board of directors. Such resignation shall
be effective upon receipt unless specified to be effective at some other time,
and without in either case the necessity of its being accepted unless the
resignation shall so state. A director (including persons elected by directors
to fill vacancies in the board) may be removed from office with or without cause
by the vote of the holders of a majority of the shares issued and outstanding
and entitled to vote in the election of directors. The board of directors may at
any time remove any officer either with or without cause. The board of directors
may at any time terminate or modify the authority of any agent. No director or
officer resigning and (except where a right to receive compensation shall be
expressly provided in a duly authorized written agreement with the corporation)
no director or officer removed shall have any right to any compensation as such
director or officer for any period following his resignation or removal, or any
right to damages on account of such removal, whether his compensation be by the
month or by the year or otherwise; unless, in the case of a resignation, the
directors, or, in the case of removal, the body acting on the removal, shall in
their or its discretion provide for compensation.


                                       -8-



                    Section 6. VACANCIES

     6.1. If the office of the president or the treasurer or the secretary
becomes vacant, the directors may elect a successor by vote of a majority of the
directors then in office. If the office of any other officer becomes vacant, any
person or body empowered to elect or appoint that officer may choose a
successor. Each such successor shall hold office for the unexpired term, and in
the case of the president, the treasurer and the secretary until his successor
is chosen and qualified or in each case until he sooner dies, resigns, is
removed or becomes disqualified. Any vacancy of a directorship shall be filled
as specified in Section 3.4 of these by-laws.

                    Section 7. CAPITAL STOCK

     7.1. Stock Certificates. Each stockholder shall be entitled to a
certificate stating the number and the class and the designation of the series,
if any, of the shares held by him, in such form as shall, in conformity to law,
the certificate of incorporation and the by-laws, be prescribed from time to
time by the board of directors. Such certificate shall be signed by the chairman
or vice chairman of the board, if any, or the president or a vice president and
by the treasurer or an assistant treasurer or by the secretary or an assistant
secretary. Any of or all the signatures on the certificate may be a facsimile.
In case an officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed on such certificate shall have ceased to be
such officer, transfer agent, or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such
officer, transfer agent, or registrar at the time of its issue.

     7.2. Loss of Certificates. In the case of the alleged theft, loss,
destruction or mutilation of a certificate of stock, a duplicate certificate may
be issued in place thereof, upon such terms, including receipt of a bond
sufficient to indemnify the corporation against any claim on account thereof, as
the board of directors may prescribe.

                    Section 8. TRANSFER OF SHARES OF STOCK

     8.1. Transfer on Books. Subject to the restrictions, if any, stated or
noted on the stock certificate, shares of stock may be transferred on the books
of the corporation by the surrender to the corporation or its transfer agent of
the certificate therefor properly endorsed or accompanied by a written
assignment and power of attorney properly executed, with necessary transfer
stamps affixed, and with such proof of the authenticity of signature as the
board of directors or the transfer agent of the corporation may reasonably
require. Except as may be otherwise required by law, by the certificate of
incorporation or by these by-laws, the corporation shall be entitled to treat
the record holder of stock as shown on its books as the owner of such stock for
all purposes, including the payment of dividends and the right to receive notice
and to vote or to give any consent with respect thereto and to be held liable
for such calls and assessments, if any, as may lawfully be made thereon,
regardless of any transfer, pledge or other disposition of such stock until the
shares have been properly transferred on the books of the corporation.

     It shall be the duty of each stockholder to notify the corporation of his
post office address.


                                       -9-



     8.2. Record Date and Closing Transfer Books. In order that the corporation
may determine the stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, the board of directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the board of directors, and
which record date shall not be more than sixty nor less than ten days before the
date of such meeting. If no such record date is fixed by the board of directors,
the record date for determining the stockholders entitled to notice of or to
vote at a meeting of stockholders shall be at the close of business on the day
next preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held. A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the board of directors may fix a new record date for the
adjourned meeting.

     In order that the corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the board of directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the board of directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the board of directors. If no
such record date has been fixed by the board of directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the board of directors is required by
the General Corporation Law of the State of Delaware, shall be the first date on
which a signed written consent setting forth the action taken or proposed to be
taken is delivered to the corporation by delivery to its registered office in
Delaware by hand or certified or registered mail, return receipt requested, to
its principal place of business or to an officer or agent of the corporation
having custody of the book in which proceedings of meetings of stockholders are
recorded. If no record date has been fixed by the board of directors and prior
action by the board of directors is required by the General Corporation Law of
the State of Delaware, the record date for determining stockholders entitled to
consent to corporate action in writing without a meeting shall be at the close
of business on the day on which the board of directors adopts the resolution
taking such prior action.

     In order that the corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or to exercise any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the board of directors may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be not
more than sixty days prior to such payment, exercise or other action. If no such
record date is fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.

                    Section 9. CORPORATE SEAL

     9.1. Subject to alteration by the directors, the seal of the corporation
shall consist of a flat-faced circular die with the word "Delaware" and the name
of the corporation cut or engraved thereon, together with such other words,
dates or images as may be approved from time to time by the directors.


                                      -10-



                    Section 10. EXECUTION OF PAPERS

     10.1. Except as the board of directors may generally or in particular cases
authorize the execution thereof in some other manner, all deeds, leases,
transfers, contracts, bonds, notes, checks, drafts or other obligations made,
accepted or endorsed by the corporation shall be signed by the chairman of the
board, if any, the president, a vice president or the treasurer.

                    Section 11. FISCAL YEAR

     11.1. The fiscal year of the corporation shall end on the 31st of December.

                    Section 12. AMENDMENTS

     12.1. These by-laws may be adopted, amended or repealed by vote of a
majority of the directors then in office or by vote of a majority of the stock
outstanding and entitled to vote. Any by-law, whether adopted, amended or
repealed by the stockholders or directors, may be amended or reinstated by the
stockholders or the directors.


                                      -11-

EX-3.12

                                                                    Exhibit 3.12

ARTICLES OF INCORPORATION
OF
AMERICAN INVESTMENT ENTERPRISES, INC.

The undersigned, for the purpose of forming a corporation, pursuant to and by
virtue of Chapter 78 of the Nevada Revised Statutes, hereby certify and adopt
the following Articles of Incorporation.

ARTICLE I
NAME

The name of the corporation shall be AMERICAN INVESTMENT ENTERPRISES, INC.

ARTICLE II
PRINCIPAL OFFICE

The location of the principal office of the corporation in the State of Nevada
is 300 South Fourth Street, Suite 700, Las Vegas, Nevada 89101. The corporation
may also maintain an office or offices at such other place or places, either
within or without the State of Nevada, as may be determined, from time to time,
by the Board of Directors.

ARTICLE III
PURPOSES

The purpose for which this corporation is organized is to engage in any business
or activity not forbidden by law or these Articles of Incorporation.

ARTICLE IV
CAPITAL STOCK

Section 1. Authorized Shares. The aggregate number of shares which the
corporation shall have authority to issue shall consist of a single class of
2,500 shares of common stock without par value.

Section 2. Consideration for Shares. The common stock authorized by Section 1 of
this Article shall be issued for such consideration as shall be fixed, from time
to time, by the Board of Directors. In the absence of fraud, the judgment of the
directors as to the value of any property received in full or partial payment
for shares shall be conclusive.

ARTICLE V
DIRECTORS

The members of the governing board of the corporation shall be styled directors.
Pursuant to Nevada Revised Statutes Section 78.115, the number of directors
shall be at least three (3), except in those cases where all the shares of the
corporation are owned beneficially and of record by less



than three (3) stockholders. The names and post office addresses of the
directors constituting the first board of directors, which shall be three (3) in
number, are:



NAME             ADDRESS
- ----             -------
              
Thomas G. Bell   300 So. 4th Street, Las Vegas, NV.
Herman Eminger   1130 S. Highland Dr., Las Vegas, NV.
Robert Forbuss   1130 S. Highland Dr., Las Vegas, NV.


The number of directors may be changed from time to time in such manner as shall
be provided in the bylaws of the corporation.

ARTICLE VI
ASSESSMENT OF STOCK

The capital stock of this corporation, after the amount of the subscription
price has been fully paid in, shall not be assessable for any purpose, and no
stock issued as fully paid up shall ever be assessable or assessed. The holders
of such stock shall not be individually responsible for the debts, contracts, or
liabilities of the corporation and shall not be liable for assessments to
restore impairments in the capital of the corporation.

ARTICLE VII
INCORPORATOR

The name and address of the incorporator signing these Articles of Incorporation
is as follows:



NAME             ADDRESS
- ----             -------
              
Thomas G. Bell   300 So. 4th Street, Las Vegas, NV.


ARTICLE VIII
TERM

The corporation shall have perpetual existence.

IN WITNESS WHEREOF, I have hereunto executed these Articles of Incorporation
this 23 day of November, 1983.


/s/ Thomas G. Bell
- -------------------------------------


                                        2



STATE OF NEVADA)
               )   ss.
COUNTY OF CLARK)

On this 23 day of Nov., 1983, before me, the undersigned, personally appeared
Thomas G. Bell, known to me to be the person described in and who executed the
foregoing instrument and who acknowledged that he executed the same.


/s/ X
- -------------------------------------
NOTARY PUBLIC


                                        3

EX-3.13

                                                                    Exhibit 3.13

                                     BYLAWS

                                       OF

                      AMERICAN INVESTMENT ENTERPRISES, INC.

                                    ARTICLE I

                                  STOCKHOLDERS

     Section 1.01 Annual Meeting. The annual meeting of the stockholders of the
corporation shall be held at 5:30 o'clock in the P.M. on the 1st day of June in
each year, but if such date is a legal holiday then on the next succeeding
business day, for the purpose of electing directors of the corporation to serve
during the ensuing year and for the transaction of such other business as may
properly come before the meeting. If the election of the directors is not held
on the day designated herein for any annual meeting of the stockholders, or at
any adjournment thereof, the president shall cause the election to be held at a
special meeting of the stockholders as soon thereafter as is convenient.

     Section 1.02 Special Meetings. Special meetings of the stockholders may be
called by the president or the Board of Directors and shall be called by the
president at the written request of the holders of not less than 51% of the
issued and outstanding shares of capital stock of the corporation.

     All business lawfully to be transacted by the stockholders may be
transacted at any special meeting or at any adjournment thereof. However, no
business shall be acted upon at a special meeting except that referred to in the
notice calling the meeting, unless all of the outstanding capital stock of the
corporation is represented either in person or by proxy. Where all of the
capital stock is represented, any lawful business may be transacted and the
meeting shall be valid for all purposes.

     Section 1.03 Place of Meetings. Any meeting of the stockholders of the
corporation may be held at its principal office in the State of Nevada or at
such other place in or out of the United States as the Board of Directors may
designate. A waiver of notice signed by the stockholders entitled to vote may
designate any place for the holding of such meeting.

     Section 1.04 Notice of Meetings.

     (a) The secretary shall sign and deliver to all stockholders of record
written or printed notice of any meeting at least ten (10) days, but not more
than sixty (60) days, before the date of such meeting; which notice shall state
the place, date, and time of the meeting, the general nature of the business to
be transacted, and, in the case of any meeting at which directors are to be
elected, the names of nominees, if any, to be presented for election.



     (b) In the case of any meeting, any proper business may be presented for
action, except that the following items shall be valid only if the general
nature of the proposal is stated in the notice or written waiver of notice:

     (1) Action with respect to any contract or transaction between the
corporation and one or more of its directors or another firm, association, or
corporation in which one or more of its directors has a material financial
interest;

     (2) Adoption of amendments to the Articles of Incorporation; or

     (3) Action with respect to the merger, consolidation, reorganization,
partial or complete liquidation, or dissolution of the corporation.

     (c) The notice shall be personally delivered or mailed by first class mail
to each stockholder of record at the last known address thereof, as the same
appears on the books of the corporation, and the giving of such notice shall be
deemed delivered the date the same is deposited in the United States mail,
postage prepaid. If the address of any stockholder does not appear upon the
books of the corporation, it will be sufficient to address any notice to such
stockholder at the principal office of the corporation.

     (d) The written certificate of the person calling any meeting, duly sworn,
setting forth the substance of the notice, the time and place the notice was
mailed or personally delivered to the several stockholders, and the addresses to
which the notice was mailed shall be prima facie evidence of the manner and fact
of giving such notice.

     Section 1.05 Waiver of Notice. If all of the stockholders of the
corporation shall waive notice of a meeting, no notice shall be required, and,
whenever all of the stockholders shall meet in person or by proxy, such meeting
shall be valid for all purposes without call or notice, and at such meeting any
corporate action may be taken.

     Section 1.06 Determination of Stockholders of Record.

     (a) The Board of Directors may at any time fix a future date as a record
date for the determination of the stockholders entitled to notice of any meeting
or to vote or entitled to receive payment of any dividend or other distribution
or allotment of any rights or entitled to exercise any rights in respect of any
other lawful action. The record date so fixed shall not be more than sixty (60)
days prior to the date of such meeting nor more than sixty (60) days prior to
any other action. When a record date is so fixed, only stockholders of record on
that date are entitled to notice of and to vote at the meeting or to receive the
dividend, distribution or allotment of rights, or to exercise their rights, as
the case may be, notwithstanding any transfer of any shares on the books of the
corporation after the record date.

     (b) If no record date is fixed by the Board of Directors, then (1) the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the business day
next preceding the day on which notice is given or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held; (2) the record date for determining stockholders entitled to give consent
to corporate action in writing without a meeting, when no prior action by the
Board of Directors is necessary,


                                        2



shall be the day on which written consent is given; and (3) the record date for
determining stockholders for any other purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto, or the sixtieth (60th) day prior to the date of such other action,
whichever is later.

     Section 1.07 Quorum; Adjourned Meetings.

     (a) At any meeting of the stockholders, a majority of the issued and
outstanding shares of the corporation represented in person or by proxy, shall
constitute a quorum.

     (b) If less than a majority of the issued and outstanding shares are
represented, a majority of shares so represented may adjourn from time to time
at the meeting, until holders of the amount of stock required to constitute a
quorum shall be in attendance. At any such adjourned meeting at which a quorum
shall be present, any business may be transacted which might have been
transacted as originally called. When a stockholder's meeting is adjourned to
another time or place, notice need not be given of the adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment is
taken, unless the adjournment is for more than ten (10) days in which event
notice thereof shall be given.

     Section 1.08 Voting.

     (a) Each stockholder of record, or such stockholder's duly authorized proxy
or attorney-in-fact shall be entitled to one (1) vote for each share of stock
standing registered in such stockholder's name on the books of the corporation
on the record date.

     (b) Except as otherwise provided herein, all votes with respect to shares
standing in the name of an individual on the record date (included pledged
shares) shall be cast only by that individual or such individual's duly
authorized proxy or attorney-in-fact. With respect to shares held by a
representative of the estate of a deceased stockholder, guardian, conservator,
custodian or trustee, votes may be cast by such holder upon proof of capacity,
even though the shares do not stand in the name of such holder. In the case of
shares under the control of a receiver, the receiver may cast votes carried by
such shares even though the shares do not stand in the name of the receiver
provided that the order of the court of competent jurisdiction which appoints
the receiver contains the authority to cast votes carried by such shares. If
shares stand in the name of a minor, votes may be cast only by the duly
appointed guardian of the estate of such minor if such guardian has provided the
corporation with written notice and proof of such appointment.

     (c) With respect to shares standing in the name of a corporation on the
record date, votes may be cast by such officer or agent as the bylaws of such
corporation prescribe or, in the absence of an applicable bylaw provision, by
such person as may be appointed by resolution of the Board of Directors of such
corporation. In the event no person is so appointed, such votes of the
corporation may be cast by any person (including the officer making the
authorization) authorized to do so by the Chairman of the Board of Directors,
President or any Vice-President of such corporation.

     (d) Notwithstanding anything to the contrary herein contained, no votes may
be cast by shares owned by this corporation or its subsidiaries, if any. If
shares are held by this corporation or its subsidiaries, if any, in a fiduciary
capacity, no votes shall be cast with respect


                                        3



thereto on any matter except to the extent that the beneficial owner thereof
possesses and exercises either a right to vote or to give the corporation
holding the same binding instructions on how to vote.

     (e) With respect to shares standing in the name of two or more persons,
whether fiduciaries, members of a partnership, joint tenants, tenants in common,
husband and wife as community property, tenants by the entirety, voting
trustees, persons entitled to vote under a stockholder voting agreement or
other-otherwise and shares held by two or more persons (including proxy holders)
having the same fiduciary relationship respect in the same shares, votes may be
cast in the following manner:

     (1) If only one such person votes, the vote of such person binds all.

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

     (3) If more than one person casts votes, but the vote is evenly split on a
particular matter, the votes shall be deemed cast proportionately, as split.

     (f) Any holder of shares entitled to vote on any matter may cast a portion
of the votes in favor of such matter and refrain from casting the remaining
votes or cast the same against the proposal, except in the case of elections of
directors. If such holder entitled to vote fails to specify the number of
affirmative votes, it will be conclusively presumed that the holder is casting
affirmative votes with respect to all shares held.

     (g) If a quorum is present, the affirmative vote of holders of a majority
of the shares represented at the meeting and entitled to vote on any matter
shall be the act of the stockholders, unless a vote of greater number or voting
by classes is required by the laws of the State of Nevada, the Articles of
Incorporation or these Bylaws.

     Section 1.09 Proxies. At any meeting of stockholders, any holder of shares
entitled to vote may authorize another person or persons to vote by proxy with
respect to the shares held by an instrument in writing and subscribed to by the
holder of such shares entitled to vote. No proxy shall be valid after the
expiration of six (6) months from the date of execution thereof, unless coupled
with an interest or unless otherwise specified in the proxy. In no event shall
the term of a proxy exceed seven (7) years from the date of its execution. Every
proxy shall continue in full force and effect until its expiration or
revocation. Revocation may be effected by filing an instrument revoking the same
or a duly executed proxy bearing a later date with the secretary of the
corporation.

     Section 1.10 Order of Business. At the annual stockholder's meeting, the
regular order of business shall be as follows:

     1. Determination of stockholders present and existence of quorum;

     2. Reading and approval of the minutes of the previous meeting or meetings;

     3. Reports of the Board of Directors, the president, treasurer and
secretary of the corporation, in the order named;


                                        4



     4. Reports of committees;

     5. Election of directors;

     6. Unfinished business;

     7. New business;

     8. Adjournment.

     Section 1.11 Absentees Consent to Meetings. Transactions of any meeting of
the stockholders are as valid as though had at a meeting duly held after regular
call and notice if a quorum is present, either in person or by proxy, and if,
either before or after the meeting, each of the persons entitled to vote, not
present in person or by proxy (and those who, although present, either object at
the beginning of the meeting to the transaction of any business because the
meeting has not been lawfully called or convened or expressly object at the
meeting to the consideration of matters not included in the notice which are
legally required to be included therein), signs a written waiver of notice
and/or consent to the holding of the meeting or an approval of the minutes
thereof. All such waivers, consents, and approvals shall be filed with the
corporate records and made a part of the minutes of the meeting. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except
when the person objects at the beginning of the meeting to the transaction of
any business because the meeting is not lawfully called or convened and except
that attendance at a meeting is not a waiver of any right to object to the
consideration of matters not included in the notice if such objection is
expressly made at the beginning. Neither the business to be transacted at nor
the purpose of any regular or special meeting of stockholders need be specified
in any written waiver of notice, except as otherwise provided in Section 1.04(b)
of these Bylaws.

     Section 1.12 Action Without Meeting. Any action, except the election of
directors, which may be taken by the vote of the stockholders at a meeting may
be taken without a meeting if consented to by the holders of a majority of the
shares entitled to vote or such greater proportion as may be required by the
laws of the State of Nevada, the Articles of Incorporation, or these Bylaws.
Whenever action is taken by written consent, a meeting of stockholders need not
be called or noticed.

     Section 1.13 Telephonic Meetings. Meetings of the stockholders may be held
through the use of a conference telephone or similar communications equipment so
long as all members participating in such meeting can hear one another at the
time of such meeting. Participation in such a meeting constitutes presence in
person at such meeting.

                                   ARTICLE II

                                    DIRECTORS

     Section 2.01 Number, Tenure, and Qualifications. Except as otherwise
provided herein, the Board of Directors of the corporation shall consist of at
least three (3) persons, who shall be elected at the annual meeting of the
stockholders of the corporation and who shall hold office for one (1) year or
until their successors are elected and qualify. If, at any time, the number of


                                        5



stockholders of the corporation is less than three (3), the Board of Directors
may consist of fewer persons, but shall not be less than the number of
stockholders. A director need not be a stockholder of the corporation.

     Section 2.02 Resignation. Any director may resign effective upon giving
written notice to the chairman of the Board of Directors, the president, or the
secretary of the corporation, unless the notice specifies a later time for
effectiveness of such resignation. If the Board of Directors accepts the
resignation of a director tendered to take effect at a future date, the Board or
the stockholders may elect a successor to take office when the resignation
becomes effective.

     Section 2.03 Reduction in Number. No reduction of the number of directors
shall have the effect of removing any director prior to the expiration of his
term of office.

     Section 2.04 Removal.

     (a) The Board of Directors or the stockholders of the corporation, by
majority vote, may declare vacant the office of a director who has been declared
incompetent by an order of a court of competent jurisdiction or convicted of a
felony.

     Section 2.05 Vacancies.

     (a) A vacancy in the Board of Directors because of death, resignation,
removal, change in number of directors, or otherwise may be filled by the
stockholders at any regular or special meeting or any adjourned meeting thereof
(but not by written consent) or the remaining director(s) by the affirmative
vote of a majority thereof. Each successor so elected shall hold office until
the next annual meeting of stockholders or until a successor shall have been
duly elected and qualified.

     (b) If, after the filling of any vacancy by the directors, the directors
then in office who have been elected by the stockholders shall constitute less
than a majority of the directors then in office, any holder or holders of an
aggregate of five percent (5%) or more of the total number of shares entitled to
vote may call a special meeting of stockholders to be held to elect the entire
Board of Directors. The term of office of any director shall terminate upon such
election of a successor.

     Section 2.06 Regular Meetings. Immediately following the adjournment of,
and at the same place as, the annual meeting of the stockholders, the Board of
Directors, including directors newly elected, shall hold its annual meeting
without notice, other than this provision, to elect officers of the corporation
and to transact such further business as may be necessary or appropriate. The
Board of Directors may provide by resolution the place, date, and hour for
holding additional regular meetings.

     Section 2.07 Special Meetings. Special meetings of the Board of Directors
may be called by the chairman and shall be called by the chairman upon the
request of any two (2) directors or the president of the corporation.

     Section 2.08 Place of Meetings. Any meeting of the directors of the
corporation may be held at its principal office in the State of Nevada or at
such other place in or out of the United


                                        6



States as the Board of Directors may designate. A waiver of notice signed by the
directors may designate any place for the holding of such meeting.

     Section 2.09 Notice of Meetings. Except as otherwise provided in Section
2.06, the chairman shall deliver to all directors written or printed notice of
any special meeting, at least three (3) days before the date of such meeting, by
delivery of such notice personally or mailing such notice first class mail or by
telegram. If mailed, the notice shall be deemed delivered two (2) business days
following the date the same is deposited in the United States mail, postage
prepaid. Any director may waive notice of any meeting, and the attendance of a
director at a meeting shall constitute a waiver of notice of such meeting,
unless such attendance is for the express purpose of objecting to the
transaction of business thereat because the meeting is not properly called or
convened.

     Section 2.10 Quorum; Adjourned Meetings.

     (a) A majority of the Board of Directors in office shall constitute a
quorum.

     (b) At any meeting of the Board of Directors where a quorum is not present,
a majority of those present may adjourn, from time to time, until a quorum is
present, and no notice of such adjournment shall be required. At any adjourned
meeting where a quorum is present, any business may be transacted which could
have been transacted at the meeting originally called.

     Section 2.11 Action without Meeting. Any action required or permitted to be
taken at any meeting of the Board of Directors or any committee thereof may be
taken without a meeting if a written consent thereto is signed by all of the
members of the Board of Directors or of such committee. Such written consent or
consents shall be filed with the minutes of the proceedings of the Board of
Directors or committee. Such action by written consent shall have the same force
and effect as the unanimous vote of the Board of Directors or committee.

     Section 2.12 Telephonic Meetings. Meetings of the Board of Directors may be
held through the use of a conference telephone or similar communications
equipment so long as all members participating in such meeting can hear one
another at the time of such meeting. Participation in such a meeting constitutes
presence in person at such meeting.

     Section 2.13 Board Decisions. The affirmative vote of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors.

     Section 2.14 Powers and Duties.

     (a) Except as otherwise provided in the Articles of Incorporation or the
laws of the State of Nevada, the Board of Directors is invested with the
complete and unrestrained authority to manage the affairs of the corporation,
and is authorized to exercise for such purpose as the general agent of the
corporation, its entire corporate authority in such manner as it sees fit. The
Board of Directors may delegate any of its authority to manage, control or
conduct the current business of the corporation to any standing or special
committee or to any officer or agent and to appoint any persons to be agents of
the corporation with such powers, including the power to subdelegate, and upon
such terms as may be deemed fit.


                                        7



     (b) The Board of Directors shall present to the stockholders at annual
meetings of the stockholders, and when called for by a majority vote of the
stockholders at a special meeting of the stockholders, a full and clear
statement of the condition of the corporation, and shall, at request, furnish
each of the stockholders with a true copy thereof.

     (c) The Board of Directors, in its discretion, may submit any contract or
act for approval or ratification at any annual meeting of the stockholders or
any special meeting properly called for the purpose of considering any such
contract or act, provided a quorum is present. The contract or act shall be
valid and binding upon the corporation and upon all the stockholders thereof, if
approved and ratified by the affirmative vote of a majority of the stockholders
at such meeting.

     Section 2.15 Compensation. The directors shall be allowed and paid all
necessary expenses incurred in attending any meetings of the Board, but shall
not receive any compensation for their services as directors until such time as
the corporation is able to declare and pay dividends on its capital stock.

     Section 2.16 Board Officers.

     (a) At its annual meeting, the Board of Directors shall elect, from among
its members, a chairman to preside at meetings of the Board of Directors. The
Board of Directors may also elect such other board officers and for such term as
it may, from time to time, determine advisable.

     (b) Any vacancy in any board office because of death, resignation, removal
or otherwise may be filled by the Board of Directors for the unexpired portion
of the term of such office.

     Section 2.17 Order of Business. The order of business at any meeting of the
Board of Directors shall be as follows:

     1.   Determination of members present and existence of quorum;

     2.   Reading and approval of the minutes of any previous meeting or
          meetings;

     3.   Reports of officers and committeemen;

     4.   Election of officers;

     5.   Unfinished business;

     6.   New business;

     7.   Adjournment.


                                        8



                                   ARTICLE III

                                    OFFICERS

     Section 3.01 Election. The Board of Directors, at its first meeting
following the annual meeting of stockholders, shall elect a president, a
secretary and a treasurer to hold office for one (1) year next coming and until
their successors are elected and qualify. Any person may hold two or more
offices. The Board of Directors may, from time to time, by resolution, appoint
one or more vice-presidents, assistant secretaries, assistant treasurers and
transfer agents of the corporation as it may deem advisable; prescribe their
duties; and fix their compensation.

     Section 3.02 Removal; Resignation. Any officer or agent elected or
appointed by the Board of Directors may be removed by it whenever, in its
judgment, the best interests of the corporation would be served thereby. Any
officer may resign at any time upon written notice to the corporation without
prejudice to the rights, if any, of the corporation under any contract to which
the resigning officer is a party.

     Section 3.03 Vacancies. Any vacancy in any office because of death,
resignation, removal or otherwise may be filled by the Board of Directors for
the unexpired portion of the term of such office.

     Section 3.04 President. The president shall be the general manager and
executive officer of the corporation, subject to the supervision and control of
the Board of Directors, and shall direct the corporate affairs, with full power
to execute all resolutions and orders of the Board of Directors not especially
entrusted to some other officer of the corporation. The president shall preside
at all meetings of the stockholders and shall sign the certificates of stock
issued by the corporation, and shall perform such other duties as shall be
prescribed by the Board of Directors.

     Unless otherwise ordered by the Board of Directors, the president shall
have full power and authority on behalf of the corporation to attend and to act
and to vote at any meetings of the stockholders of any corporation in which the
corporation may hold stock and, at any such meetings, shall possess and may
exercise any and all rights and powers incident to the ownership of such stock.
The Board of Directors, by resolution from time to time, may confer like powers
on any person or persons in place of the president to represent the corporation
for these purposes.

     Section 3.05 Vice-President. The Board of Directors may elect one or more
vice-presidents who shall be vested with all the powers and perform all the
duties of the president whenever the president is absent or unable to act,
including the signing of the certificates of stock issued by the corporation,
and the vice-president shall perform such other duties as shall be prescribed by
the Board of Directors.

     Section 3.06 Secretary. The secretary shall keep the minutes of all
meetings of the stockholders and the Board of Directors in books provided for
that purpose. The secretary shall attend to the giving and service of all
notices of the corporation, may sign with the president in the name of the
corporation all contracts authorized by the Board of Directors or appropriate
committee, shall have the custody of the corporate seal, shall affix the
corporate seal to all


                                        9



certificates of stock duly issued by the corporation, shall have charge of stock
certificate books, transfer books and stock ledgers, and such other books and
papers as the Board of Directors or appropriate committee may direct, and shall,
in general, perform all duties incident to the office of the secretary. All
corporate books kept by the secretary shall be open for examination by any
director at any reasonable time.

     Section 3.07 Assistant Secretary. The Board of Directors may appoint an
assistant secretary who shall have such powers and perform such duties as may be
prescribed for him by the secretary of the corporation or by the Board of
Directors.

     Section 3.08 Treasurer. The treasurer shall be the chief financial officer
of the corporation, subject to the supervision and control of the Board of
Directors, and shall have custody of all the funds and securities of the
corporation. When necessary or proper, the treasurer shall endorse on behalf of
the corporation for collection checks, notes, and other obligations, and shall
deposit all monies to the credit of the corporation in such bank or banks or
other depository as the Board of Directors may designate, and shall sign all
receipts and vouchers for payments made by the corporation. Unless otherwise
specified by the Board of Directors, the treasurer shall sign with the president
all bills of exchange and promissory notes of the corporation, shall also have
the care and custody of the stocks, bonds, certifificates, vouchers, evidence of
debts, securities, and such other property belonging to the corporation as the
Board of Directors shall designate, and shall sign all papers required by law,
by these Bylaws, or by the Board of Directors to be signed by the treasurer. The
treasurer shall enter regularly in the books of the corporation, to be kept for
that purpose, full and accurate accounts of all monies received and paid on
account of the corporation and, whenever required by the Board of Directors, the
treasurer shall render a statement of any or all accounts. The treasurer shall
at all reasonable times exhibit the books of account to any directors of the
corporation and shall perform all acts incident to the position of treasurer
subject to the control of the Board of Directors.

     The treasurer shall, if required by the Board of Directors, give bond to
the corporation in such sum and with such security as shall be approved by the
Board of Directors for the faithful performance of all the duties of treasurer
and for restoration to the corporation, in the event of the treasurer's death,
resignation, retirement or removal from office, of all books, records, papers,
vouchers, money and other property belonging to the corporation. The expense of
such bond shall be borne by the corporation.

     Section 3.09 Assistant Treasurer. The Board of Directors may appoint an
assistant treasurer who shall have such powers and perform such duties as may be
prescribed by the treasurer of the corporation or by the Board of Directors, and
the Board of Directors may require the assistant treasurer to give a bond to the
corporation in such sum and with such security as it may approve, for the
faithful performance of the duties of assistant treasurer, and for restoration
to the corporation, in the event of the assistant treasurer's death,
resignation, retirement or removal from office, of all books, records, papers,
vouchers, money and other property belonging to the corporation. The expense of
such bond shall be borne by the corporation.


                                       10



                                   ARTICLE IV

                                  CAPITAL STOCK

     Section 4.01 Issuance. Shares of capital stock of the corporation shall be
issued in such manner and at such times and upon such conditions as shall be
prescribed by the Board of Directors.

     Section 4.02 Certificates. Ownership in the corporation shall be evidenced
by certificates for shares of stock in such form as shall be prescribed by the
Board of Directors, shall be under the seal of the corporation and shall be
signed by the president or the vice-president and also by the secretary or an
assistant secretary. Each certificate shall contain the name of the record
holder, the number, designation, if any, class or series of shares represented,
a statement of summary of any applicable rights, preferences, privileges or
restrictions thereon, and a statement that the shares are assessable, if
applicable. All certificates shall be consecutively numbered. The name and
address of the stockholder, the number of shares, and the date of issue shall be
entered on the stock transfer books of the corporation.

     Section 4.03 Surrender; Lost or Destroyed Certificates. All certificates
surrendered to the corporation, except those representing shares of treasury
stock, shall be cancelled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been cancelled, except
that in case of a lost, stolen, destroyed or mutilated certificate, a new one
may be issued therefor. However, any stockholder applying for the issuance of a
stock certificate in lieu of one alleged to have been lost, stolen, destroyed or
mutilated shall, prior to the issuance of a replacement, provide the corporation
with his, her or its affidavit of the facts surrounding the loss, theft,
destruction or mutilation and an indemnity bond in an amount and upon such terms
as the treasurer, or the Board of Directors, shall require. In no case shall the
bond be in an amount less than twice the current market value of the stock and
it shall indemnify the corporation against any loss, damage, cost or
inconvenience arising as a consequence of the issuance of a replacement
certificate.

     Section 4.04 Replacement Certificate. When the Articles of Incorporation
are amended in any way affecting the statements contained in the certificates
for outstanding shares of capital stock of the corporation or it becomes
desirable for any reason, including, without limitation, the merger or
consolidation of the corporation with another corporation or the reorganization
of the corporation, to cancel any outstanding certificate for shares and issue a
new certificate therefor conforming to the rights of the holder, the Board of
Directors may order any holders of outstanding certificates for shares to
surrender and exchange the same for new certificates within a reasonable time to
be fixed by the Board of Directors. The order may provide that a holder of any
certificate(s) ordered to be surrendered shall not be entitled to vote, receive
dividends or exercise any other rights of stockholders until the holder has
complied with the order provided that such order operates to suspend such rights
only after notice and until compliance.

     Section 4.05 Transfer of Shares. No transfer of stock shall be valid as
against the corporation except on surrender and cancellation of the certificate
therefor, accompanied by an assignment or transfer by the registered owner made
either in person or under assignment. Whenever any transfer shall be expressly
made for collateral security and not absolutely, the


                                       11



collateral nature of the transfer shall be reflected in the entry of transfer on
the books of the corporation.

     Section 4.06 Transfer Agent. The Board of Directors may appoint one or more
transfer agents and registrars of transfer and may require all certificates for
shares of stock to bear the signature of such transfer agent and such registrar
of transfer.

     Section 4.07 Stock Transfer Books. The stock transfer books shall be closed
for a period of ten (10) days prior to all meetings of the stockholders and
shall be closed for the payment of dividends as provided in Article V hereof and
during such periods as, from time to time, may be fixed by the Board of
Directors, and, during such periods, no stock shall be transferable.

     Section 4.08 Miscellaneous. The Board of Directors shall have the power and
authority to make such rules and regulations not inconsistent herewith as it may
deem expedient concerning the issue, transfer, and registration of certificates
for shares of the capital stock of the corporation.

                                    ARTICLE V

                                    DIVIDENDS

     Section 5.01 Dividends may be declared, subject to the provisions of the
laws of the State of Nevada and the Articles of Incorporation, by the Board of
Directors at any regular or special meeting and may be paid in cash, property,
shares of corporate stock, or any other medium. The Board of Directors may fix
in advance a record date, as provided in Section 1.06 of these Bylaws, prior to
the dividend payment for the purpose of determining stockholders entitled to
receive payment of any dividend. The Board of Directors may close the stock
transfer books for such purpose for a period of not more than ten (10) days
prior to the payment date of such dividend.

                                   ARTICLE VI

             OFFICES; RECORDS; REPORTS; SEAL; AND FINANCIAL MATTERS

     Section 6.01 Principal Office. The principal office of the corporation in
the State of Nevada shall be at Suite 700, Valley Bank Plaza, 300 South Fourth
Street, Las Vegas, Nevada, and the corporation may have an office in any other
state or territory as the Board of Directors may designate.

     Section 6.02 Records. The stock transfer books and a certified copy of the
Bylaws, Articles of Incorporation, any amendments thereto, and the minutes of
the proceedings of stockholders, the Board of Directors, and committees of the
Board of Directors shall be kept at the principal office of the corporation for
the inspection of all who have the right to see the same and for the transfer of
stock. All other books of the corporation shall be kept at such places as may be
prescribed by the Board of Directors.


                                       12



     Section 6.03 Financial Report on Request. Any stockholder or stockholders
holding at least five percent (5%) of the outstanding shares of any class of
stock may make a written request for an income statement of the corporation for
the three (3) month, six (6) month, or nine (9) month period of the current
fiscal year ended more than thirty (30) days prior to the date of the request
and a balance sheet of the corporation as of the end of such period. In
addition, if no annual report for the last fiscal year has been sent to
stockholders, such stockholder or stockholders may make a request for a balance
sheet as of the end of such fiscal year and an income statement and statement of
changes in financial position for such fiscal year. The statements shall be
delivered or mailed to the person making the request within thirty (30) days
thereafter. A copy of the statements shall be kept on file in the principal
office of the corporation for twelve (12) months, and such copies shall be
exhibited at all reasonable times to any stockholder demanding an examination of
them or a copy shall be mailed to each stockholder. Upon request by any
stockholder, there shall be mailed to the stockholder a copy of the last annual,
semiannual, or quarterly income statement which it has prepared and a balance
sheet as of the end of the period. The financial statements referred to in this
Section 6.03 shall be accompanied by the report thereon, if any, of any
independent accountants engaged by the corporation or the certificate of an
authorized officer of the corporation that such financial statements were
prepared without audit from the books and records of the corporation.

     Section 6.04 Right of Inspection.

     (a) The accounting books and records and minutes of proceedings of the
stockholders and the Board of Directors and committees of the Board of Directors
shall be open to inspection upon the written demand of any stockholder or holder
of a voting trust certificate at any reasonable time during usual business hours
for a purpose reasonably related to such holder's interest as a stockholder or
as the holder of such voting trust certificate. This right of inspection shall
extend to the records of the subsidiaries, if any, of the corporation. Such
inspection may be made in person or by agent or attorney, and the right of
inspection includes the right to copy and make extracts.

     (b) Every director shall have the absolute right at any reasonable time to
inspect and copy all books, records, and documents of every kind and to inspect
the physical properties of the corporation and/or its subsidiary corporations.
Such inspection may be made in person or by agent or attorney, and the right of
inspection includes the right to copy and make extracts.

     Section 6.05 Corporate Seal. The Board of Directors may, by resolution,
authorize a seal, and the seal may be used by causing it, or a facsimile, to be
impressed or affixed or reproduced or otherwise. Except when otherwise
specifically provided herein, any officer of the corporation shall have the
authority to affix the seal to any document requiring it.

     Section 6.06 Fiscal Year. The fiscal year-end of the corporation shall be
March 11 or such other term as may be fixed by resolution of the Board of
Directors.

     Section 6.07 Reserves. The Board of Directors may create, by resolution,
out of the earned surplus of the corporation such reserves as the directors may,
from time to time, in their discretion, think proper to provide for
contingencies, or to equalize dividends or to repair or maintain any property of
the corporation, or for such other purpose as the Board of Directors


                                       13



may deem beneficial to the corporation, and the directors may modify or abolish
any such reserves in the manner in which they were created.

                                   ARTICLE VII

                                 INDEMNIFICATION

     Section 7.01 In General. Subject to the laws of the State of Nevada, the
corporation shall indemnify any director, officer, employee or agent of the
corporation, or any person serving in any such capacity of any other entity or
enterprise at the request of the corporation, against any and all legal expenses
(including attorney's fees), claims and/or liabilities arising out of any
action, suit or proceeding, except an action by or in the right of the
corporation.

     Section 7.02 Lack of Good Faith; Criminal Conduct. The corporation shall
not be required to indemnify any person unless such person acted in good faith
and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, where there was no reasonable cause to believe the conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order
or settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, there was reasonable cause to believe that the conduct was unlawful.
Moreover, the corporation shall not indemnify any person adjudged to be liable
for negligence or misconduct in the performance of a duty to the corporation
unless and only to the extent that the court in which such action or suit was
brought determines upon application that, despite the adjudication of liability,
such person is fairly and reasonably entitled to indemnity for such expenses as
the court deems proper.

     Section 7.03 Successful Defense of Actions. The corporation shall reimburse
or otherwise indemnify any director, officer, employee, or agent against legal
expenses (including attorneys' fees) actually and reasonably incurred in
connection with defense of any action, suit, or proceeding hereinabove referred
to, to the extent such person is successful on the merits or otherwise.

     Section 7.04 Authorization. Indemnification shall be made by the
corporation only when authorized in the specific case and upon a determination
that indemnification is proper by:

     (1) The stockholders;

     (2) A majority vote of a quorum of the Board of Directors, consisting of
directors who were not parties to the action, suit, or proceeding; or

     (3) Independent legal counsel in a written opinion, if a quorum of
disinterested directors orders or if a quorum of disinterested directors cannot
be obtained.

     Section 7.05 Advancing Expenses. Expenses incurred in defending any action,
suit, or proceeding may be paid by the corporation in advance of the final
disposition, when authorized by the Board of Directors, upon receipt of an
undertaking by or on behalf of the person


                                       14



defending to repay such advances if indemnification is not ultimately available
under these provisions.

     Section 7.06 Other Rights; Continuing Indemnification. The indemnification
provided by these Bylaws does not exclude any other rights to which the person
seeking indemnification may be entitled under the law and shall continue as to a
person who has ceased to be a director, officer, employee, or agent and shall
inure to the benefit of the heirs, executors, and administrators of such a
person.

     Section 7.07 Insurance. The corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee, or agent of
the corporation or who is or was serving at the request of the corporation in
any capacity against any liability asserted.

                                  ARTICLE VIII

                                     BYLAWS

     Section 8.01 Amendment. These Bylaws may only be altered, amended, or
repealed at a meeting of the shareholders at which a quorum is present by the
affirmative vote of the holders of two-thirds (2/3rds) of the capital stock of
the corporation entitled to vote or by the consent of the shareholders in
accordance with Section 1.12 of these Bylaws.

     Section 8.02 Additional Bylaws. Additional bylaws not inconsistent herewith
may be adopted by the Board of Directors at any meeting of the Board of
Directors at which a quorum is present by an affirmative vote of a majority of
the directors present or by the unanimous consent of the Board of Directors in
accordance with Section 2.11 of these Bylaws. Any bylaws so adopted shall be
presented to the stockholders for alteration, amendment, or repeal in accordance
with Section 8.01 of these Bylaws.


                                       15



                                  CERTIFICATION

     I, the undersigned, being the duly elected secretary of the corporation, do
hereby certify that the foregoing Bylaws were adopted by the Board of Directors
the 22nd day of May, 1984.


/s/
- -------------------------------------
Secretary


                                       16



                                                                _________, 19___

Gentlemen:

     I herewith tender my resignation as Director of

to take effect upon acceptance by its Board of Directors and upon the election
of my successor.

                                        Very truly yours,


                                        ----------------------------------------


                                       17

EX-3.14

                                                                    Exhibit 3.14

                          CERTIFICATE OF INCORPORATION

                                       of

                         AMERICAN MEDICAL PATHWAYS, INC.

1.   The name of this corporation is American Medical Pathways, Inc.

2.   The registered office of this corporation in the State of Delaware is
     located at 1209 Orange Street, in the City of Wilmington, County of New
     Castle. The name of its registered agent at such address is The Corporation
     Trust Company.

3.   The purpose of this corporation is to engage in any lawful act or activity
     for which corporations may be organized under the General Corporation Law
     of the State of Delaware.

4.   The total number of shares of stock that this corporation shall have
     authority to issue is three thousand (3,000) shares of Common Stock, $.0l
     par value per share. Each share of Common Stock shall be entitled to one
     vote.

5.   The name and mailing address of the incorporator is: Kathleen Green,
     American Medical Response, Inc., 2821 South Parker Road, 10th Floor,
     Aurora, Colorado 80014.

6.   Except as otherwise provided in the provisions establishing a class or
     series of stock, the number of authorized shares of any class of stock may
     be increased or decreased (but not below the number of shares thereof then
     outstanding) by the affirmative vote of the holders of a majority of the
     voting power of the corporation entitled to vote irrespective of the
     provisions of Section 242(b)(2) of the General Corporation Law of the State
     of Delaware.

7.   The election of directors need not be by written ballot unless the by-laws
     shall so require.

8.   In furtherance and not in limitation of the power conferred upon the sole
     director by law, the sole director shall have power to make, adopt, alter,
     amend and repeal from time to time by-laws of this corporation, subject to
     the right of the stockholders entitled to vote with respect thereto to
     alter and repeal by-laws made by the sole director.

9.   The director of this corporation shall not be liable to the corporation or
     its stockholders for monetary damages for breach of fiduciary duty as a
     director, except to the extent that exculpation from liability is not
     permitted under the General Corporation Law of the State of Delaware as in
     effect at the time such liability is determined. No amendment or repeat of
     this paragraph 9 shall apply to or have any effect on the liability or
     alleged liability of the director of the corporation for or with respect to
     any acts or omissions of the director occurring prior to such amendment or
     repeal.



10.  This corporation shall, to the maximum extent permitted from time to time
     under the law of the State of Delaware, indemnify and upon request advance
     expenses to any person who is or was a party or is threatened to be made a
     party to any threatened, pending or completed action, suit, proceeding or
     claim, whether civil, criminal, administrative or investigative, by reason
     of the fact that such person is or was or has agreed to be a director or
     officer of this corporation or while a director or officer is or was
     servicing at the request of this corporation as a director, officer,
     partner, trustee, employee or agent of any corporation, partnership, joint
     venture, trust or other enterprise, including service with respect to
     employee benefit plans, against expenses (including attorney's fees and
     expenses), judgments, fines, penalties and amounts paid in settlement
     incurred (and not otherwise recovered) in connection with the
     investigation, preparation to defend or defense of such action, suit,
     proceeding or claim; provided, however, that the foregoing shall not
     require this corporation to indemnify or advance expenses to any person in
     connection with any action, suit, proceeding, claim or counterclaim
     initiated by or on behalf of such person. Such indemnification shall not be
     exclusive of other indemnification rights arising under any by-law,
     agreement, vote of director or stockholders or otherwise and shall inure to
     the benefit of the heirs and legal representatives of such person. Any
     person seeking indemnification under this paragraph 10 shall be deemed to
     have met the standard of conduct required for such indemnification unless
     the contrary shall be established. Any repeal or modification of the
     foregoing provisions of this paragraph 10 shall not adversely affect any
     right or protection of the director or officer of this corporation with
     respect to any acts or omissions of such director or officer occurring
     prior to such repeal or modification.

11.  The books of this corporation may (subject to any statutory requirements)
     be kept outside the State of Delaware as may be designated by the sole
     director or in the by-laws of this corporation.

12.  If at any time this corporation shall have a class of stock registered
     pursuant to the provisions of the Securities Exchange Act of 1934, for so
     long as such class is so registered, any action by the stockholders of such
     class must be taken at an annual or special meeting of stockholders and may
     not be taken by written consent.

     THE UNDERSIGNED, the sole incorporator named above, hereby certifies that
the facts stated above are true as of this 15th day of May, 1998.


                                        /s/ Kathleen Green
                                        ----------------------------------------
                                        Kathleen Green
                                        Sole Incorporator


                                        2



                       CERTIFICATE OF OWNERSHIP AND MERGER

                                     MERGING

                          THE MEDICAL CONNECTION, INC.

                                      INTO

                         AMERICAN MEDICAL PATHWAYS, INC.

     American Medical Pathways, Inc. a corporation organized and existing under
the laws of the State of Delaware,

     DOES HEREBY CERTIFY:

     FIRST: That this Corporation was incorporated in the state of Delaware, on
the 15th day of May, 1998, pursuant to Section 101 of the General Corporation
Law of the State of Delaware

     SECOND: That this Corporation owns all of the outstanding shares of stock
of The Medical Connection, Inc., a corporation incorporated in the state of
Illinois, on the I day of July, 1984, pursuant to the Business Corporation Act
of the State of Illinois.

     THIRD: That this Corporation, by the following resolutions of its sole
director duly adopted by the written consent, filed with the minutes of the
meetings, on the 25th day of August, 1999, determined to and did merge into
itself said The Medical Connection, Inc.:

     RESOLVED, that American Medical Pathways, Inc. merge, and it hereby does
merge into itself said The Medical Connection, Inc. and assumes all its
obligations; and

     FURTHER RESOLVED, that the merger shall be effective upon the date of
filing with the Secretary of State of Delaware; and

     FURTHER RESOLVED, that the proper officer of this Corporation be and he is
hereby directed to make and execute a Certificate of Ownership and Merger
setting forth a copy of the resolutions to merge said The Medical Connection,
Inc. and assume its liabilities and obligations, and the date of adoption
thereof, and to cause the sane to be filed with the Secretary of State and to do
all acts and things whatsoever, whether within or without the State of Delaware,
which may be in anywise necessary or proper to effect said merger; and

     FOURTH: Anything herein or elsewhere to the contrary notwithstanding, this
merger may be amended or terminated and abandoned by the sole director of
American Medical Pathways, Inc. at any time prior to the time that this merger
filed with the Secretary of state becomes effective.



     IN WITNESS WHEREOF, said American Medical Pathways, Inc. has caused this
Certificate to be signed by Joshua T. Gaines, its Vice President this 25 day of
August, 1999.

                                        AMERICAN MEDICAL PATHWAYS, INC.


                                        By: /s/ Joshua T. Gaines
                                            ------------------------------------
                                            Joshua T. Gaines
                                            Vice President


                                        2

EX-3.15

                                                                    Exhibit 3.15

                                     BY-LAWS

                                       OF

                               THE SUBSIDIARIES OF

                         AMERICAN MEDICAL RESPONSE, INC.

                  Section 1. LAW, CERTIFICATE OF INCORPORATION
                                   AND BY-LAWS

     1.1. These by-laws are subject to the certificate of incorporation of the
corporation. In these by-laws, references to law, the certificate of
incorporation and by-laws mean the law, the provisions of the certificate of
incorporation and the by-laws as from time to time in effect.

                             Section 2. STOCKHOLDERS

     2.1. Annual Meeting. The annual meeting of stockholders shall be held at
10:00 am on the second Tuesday in May in each year, unless that day be a legal
holiday at the place where the meeting is to be held, in which case the meeting
shall be held at the same hour on the next succeeding day not a legal holiday,
or at such other date and time as shall be designated from time to time by the
board of directors and stated in the notice of the meeting, at which they shall
elect a board of directors and transact such other business as may be required
by law or these by-laws or as may properly come before the meeting.

     2.2. Special Meetings. A special meeting of the stockholders may be called
at any time by the chairman of the board, if any, the president or the board of
directors. A special meeting of the stockholders shall be called by the
secretary, or in the case of the death, absence, incapacity or refusal of the
secretary, by an assistant secretary or some other officer, upon application of
a majority of the directors. Any such application shall state the purpose or
purposes of the proposed meeting. Any such call shall state the place, date,
hour, and purposes of the meeting.

     2.3. Place of Meeting. All meetings of the stockholders for the election of
directors or for any other purpose shall be held at such place within or without
the state of incorporation as may be determined from time to time by the
chairman of the board, if any, the president or the board of directors. Any
adjourned session of any meeting of the stockholders shall be held at the place
designated in the vote of adjournment.

     2.4. Notice of Meetings. Except as otherwise provided by law, a written
notice of each meeting of stockholders stating the place, day and hour thereof
and, in the case of a special meeting, the purposes for which the meeting is
called, shall be given not less then ten nor more than sixty days before the
meeting, to each stockholder entitled to vote thereat, and to each stockholder
who, by law, by the certificate of incorporation or by these by-laws, is
entitled to notice, by leaving such notice with him or at his residence or usual
place of business, or by depositing it in the United States mail, postage
prepaid, and addressed to such stockholder at his address as it appears in the
records of the corporation. Such



notice shall be given by the secretary, or by an officer or person designated by
the board of directors, or in the case of a special meeting by the officer
calling the meeting. As to any adjourned session of any meeting of stockholders,
notice of the adjourned meeting need not be given if the time and place thereof
are announced at the meeting at which the adjournment was taken except that if
the adjournment is for more than thirty days or if after the adjournment a new
record date is set for the adjourned session, notice of any such adjourned
session of the meeting shall be given in the manner heretofore described. No
notice of any meeting of stockholders or any adjourned session thereof need be
given to a stockholder if a written waiver of notice, executed before or after
the meeting or such adjourned session by such stockholder, is filed with the
records of the meeting or if the stockholder attends such meeting without
objecting at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any meeting of the stockholders or any
adjourned session thereof need be specified in any written waiver of notice.

     2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as
to any matter shall consist of a majority of the votes entitled to be cast on
the matter, except where a larger quorum is required by law, by the certificate
of incorporation or by these by-laws. Any meeting may be adjourned from time to
time by a majority of the votes properly cast upon the question, whether or not
a quorum is present. If a quorum is present at an original meeting, a quorum
need not be present at an adjourned session of that meeting. Shares of its own
stock belonging to the corporation or to another corporation, if a majority of
the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the corporation, shall neither
be entitled to vote nor be counted for quorum purposes; provided, however, that
the foregoing shall not limit the right of any corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

     2.6. Action by Vote. When a quorum is present at any meeting, a plurality
of the votes properly cast for election to any office shall elect to such office
and a majority of the votes properly cast upon any question other than an
election to an office shall decide the question, except when a larger vote is
required by law, by the certificate of incorporation or by these by-laws. No
ballot shall be required for any election unless requested by a stockholder
present or represented at the meeting and entitled to vote in the election.

     2.7. Action without Meetings. Unless otherwise provided in the certificate
of incorporation, any action required or permitted to be taken by stockholders
for or in connection with any corporate action may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the corporation by
delivery to its registered office in the state of incorporation by hand or
certified or registered mail, return receipt requested, to its principal place
of business or to an officer or agent of the corporation having custody of the
book in which proceedings of meetings of stockholders are recorded. No written
consent shall be effective to take the corporate action referred to therein
unless written consents signed by a number of stockholders sufficient to take
such action are delivered to the corporation in the manner specified in this
paragraph within sixty days of the earliest dated consent so delivered.

     If action is taken by consent of stockholders and in accordance with the
foregoing, there shall be filed with the records of the meetings of stockholders
the writing or writings comprising such consent.


                                      -2-



     If action is taken by less than unanimous consent of stockholders, prompt
notice of the taking of such action without a meeting shall be given to those
who have not consented in writing and a certificate signed and attested to by
the secretary that such notice was given shall be filed with the records of the
meetings of stockholders.

     In the event that the action which is consented to is such as would have
required the filing of a certificate under any provision of the General
Corporation Law of the State of Delaware, if such action had been voted upon by
the stockholders at a meeting thereof, the certificate filed under such
provision shall state, in lieu of any statement required by such provision
concerning a vote of stockholders, that written consent has been given under
Section 228 of said General Corporation Law and that written notice has been
given as provided in such Section 228.

     2.8. Proxy Representation. Every stockholder may authorize another person
or persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether by waiving notice of any meeting, objecting to
or voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by his
attorney-in-fact. No proxy shall be voted or acted upon after three years from
its date unless such proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and, if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally. The authorization of a proxy may but need
not be limited to specified action, provided, however, that if a proxy limits
its authorization to a meeting or meetings of stockholders, unless otherwise
specifically provided such proxy shall entitle the holder thereof to vote at any
adjourned session but shall not be valid after the final adjournment thereof.

     2.9. Inspectors. The directors or the person presiding at the meeting may,
and shall if required by applicable law, appoint one or more inspectors of
election and any substitute inspectors to act at the meeting or any adjournment
thereof. Each inspector, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting, the inspectors shall make a report in
writing of any challenge, question or matter determined by them and execute a
certificate of any fact found by them.

     2.10. List of Stockholders. The secretary shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at such meeting, arranged in alphabetical order
and showing the address of each stockholder and the number of shares registered
in his name. The stock ledger shall be the only evidence as to who are
stockholders entitled to examine such list or to vote in person or by proxy at
such meeting.


                                      -3-



                          Section 3. BOARD OF DIRECTORS

     3.1. Number. The corporation shall have one or more directors, the number
shall be consistent with applicable law and shall be determined from time to
time by vote of a majority of the directors then in office. No director need be
a stockholder.

     3.2. Tenure. Each director shall hold office until the next annual meeting
and until his successor is elected and qualified, or until he sooner dies,
resigns, is removed or becomes disqualified.

     3.3. Powers. The business and affairs of the corporation shall be managed
by or under the direction of the board of directors who shall have and may
exercise all the powers of the corporation and do all such lawful acts and
things as are not by law, the certificate of incorporation or these by-laws
directed or required to be exercised or done by the stockholders.

     3.4. Vacancies. Vacancies and any newly created directorships resulting
from any increase in the number of directors may be filled by vote of the
holders of the particular class or series of stock entitled to elect such
director at a meeting called for the purpose, or by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director, in
each case elected by the particular class or series of stock entitled to elect
such directors. When one or more directors shall resign from the board,
effective at a future date, a majority of the directors then in office,
including those who have resigned, who were elected by the particular class or
series of stock entitled to elect such resigning director or directors shall
have power to fill such vacancy or vacancies, the vote or action by writing
thereon to take effect when such resignation or resignations shall become
effective. The directors shall have and may exercise all their powers
notwithstanding the existence of one or more vacancies in their number, subject
to any requirements of law or of the certificate of incorporation or of these
by-laws as to the number of directors required for a quorum or for any vote or
other actions.

     3.5. Committees. The board of directors may, by vote of a majority of the
whole board, (a) designate, change the membership of or terminate the existence
of any committee or committees, each committee to consist of one or more of the
directors; (b) designate one or more directors as alternate members of any such
committee who may replace any absent or disqualified member at any meeting of
the committee; and (c) determine the extent to which each such committee shall
have and may exercise the powers of the board of directors in the management of
the business and affairs of the corporation, including the power to authorize
the seal of the corporation to be affixed to all papers which require it and the
power and authority to declare dividends or to authorize the issuance of stock;
excepting, however, such powers which by law, by the certificate of
incorporation or by these by-laws they are prohibited from so delegating. In the
absence or disqualification of any member of such committee and his alternate,
if any, the member or members thereof present at any meeting and not
disqualified from voting, whether or not constituting a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in the
place of any such absent or disqualified member. Except as the board of
directors may otherwise determine, any committee may make rules for the conduct
of its business, but unless otherwise provided by the board or such rules, its
business shall be conducted as nearly as may be in the same manner as is
provided by these by-laws for the conduct of business by the board of directors.
Each committee shall keep regular minutes of its meetings and report the same to
the board of directors upon request.

     3.6. Regular Meetings. Regular meetings of the board of directors may be
held without call or notice at such places within or without the State of
Delaware and at such times as the board may from


                                      -4-



time to time determine, provided that notice of the first regular meeting
following any such determination shall be given to absent directors. A regular
meeting of the directors may be held without call or notice immediately after
and at the same place as the annual meeting of stockholders.

     3.7. Special Meetings. Special meetings of the board of directors may be
held at any time and at any place within or without the state of incorporation
designated in the notice of the meeting, when called by the chairman of the
board, if any, the president, or by one-third or more in number of the
directors, reasonable notice thereof being given to each director by the
secretary or by the chairman of the board, if any, the president or any one of
the directors calling the meeting.

     3.8. Notice. It shall be reasonable and sufficient notice to a director to
send notice by mail or overnight courier at least forty-eight hours or by
telegram at least twenty-four hours before the meeting addressed to him at his
usual or last known business or residence address or to give notice to him in
person or by telephone at least twenty-four hours before the meeting. Notice of
a meeting need not be given to any director if a written waiver of notice,
executed by him before or after the meeting, is filed with the records of the
meeting, or to any director who attends the meeting without protesting prior
thereto or at its commencement the lack of notice to him. Neither notice of a
meeting nor a waiver of a notice need specify the purposes of the meeting.

     3.9. Quorum. Except as may be otherwise provided by law, by the certificate
of incorporation or by these by-laws, at any meeting of the directors a majority
of the directors then in office shall constitute a quorum; a quorum shall not in
any case be less than one-third of the total number of directors constituting
the whole board. Any meeting may be adjourned from time to time by a majority of
the votes cast upon the question, whether or not a quorum is present, and the
meeting may be held as adjourned without further notice.

     3.10. Action by Vote. Except as may be otherwise provided by law, by the
certificate of incorporation or by these by-laws, when a quorum is present at
any meeting the vote of a majority of the directors present shall be the act of
the board of directors.

     3.11. Action Without a Meeting. Any action required or permitted to be
taken at any meeting of the board of directors or a committee thereof may be
taken without a meeting if all the members of the board or of such committee, as
the case may be, consent thereto in writing, and such writing or writings are
filed with the records of the meetings of the board or of such committee. Such
consent shall be treated for all purposes as the act of the board or of such
committee, as the case may be.

     3.12. Participation in Meetings by Conference Telephone. Members of the
board of directors, or any committee designated by such board, may participate
in a meeting of such board or committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other or by any other means permitted by law. Such
participation shall constitute presence in person at such meeting.

     3.13. Compensation. In the discretion of the board of directors, each
director may be paid such fees for his services as director and be reimbursed
for his reasonable expenses incurred in the performance of his duties as
director as the board of directors from time to time may determine. Nothing
contained in this section shall be construed to preclude any director from
serving the corporation in any other capacity and receiving reasonable
compensation therefor.

     3.14. Interested Directors and Officers.


                                      -5-



     (a) No contract or transaction between the corporation and one or more of
its directors or officers, or between the corporation and any other corporation,
partnership, association, or other organization in which one or more of the
corporation's directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the board or committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purpose, if:

          (1) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the board of directors
or the committee, and the board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or

          (2) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or

          (3) The contract or transaction is fair as to the corporation as of
the time it is authorized, approved or ratified, by the board of directors, a
committee thereof, or the stockholders.

     (b) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or of a committee
which authorizes the contract or transaction.

                         Section 4. OFFICERS AND AGENTS

     4.1. Enumeration; Qualification. The officers of the corporation shall be a
president, a treasurer, a secretary and such other officers, if any, as the
board of directors from time to time may in its discretion elect or appoint
including without limitation a chairman of the board, one or more vice
presidents and a controller. The corporation may also have such agents, if any,
as the board of directors from time to time may in its discretion choose. Any
officer may be but none need be a director or stockholder. Any two or more
offices may be held by the same person. Any officer may be required by the board
of directors to secure the faithful performance of his duties to the corporation
by giving bond in such amount and with sureties or otherwise as the board of
directors may determine.

     4.2. Powers. Subject to law, to the certificate of incorporation and to the
other provisions of these by-laws, each officer shall have, in addition to the
duties and powers herein set forth, such duties and powers as are commonly
incident to his office and such additional duties and powers as the board of
directors may from time to time designate.

     4.3. Election. The officers may be elected by the board of directors at
their first meeting following the annual meeting of the stockholders or at any
other time. At any time or from time to time the directors may delegate to any
officer their power to elect or appoint any other officer or any agents.

     4.4. Tenure. Each officer shall hold office until his respective successor
is chosen and qualified unless a shorter period shall have been specified by the
terms of his election or appointment, or in each case until he sooner dies,
resigns, is removed or becomes disqualified. Each agent shall retain his
authority at the pleasure of the directors, or the officer by whom he was
appointed or by the officer who then holds agent appointive power.


                                      -6-



     4.5. Chairman of the Board of Directors, President and Vice President. The
chairman of the board, if any, shall have such duties and powers as shall be
designated from time to time by the board of directors. Unless the board of
directors otherwise specifies, the chairman of the board, or if there is none
the chief executive officer, shall preside, or designate the person who shall
preside, at all meetings of the stockholders and of the board of directors.

     Unless the board of directors otherwise specifies, the president shall be
the chief executive officer and shall have direct charge of all business
operations of the corporation and, subject to the control of the directors,
shall have general charge and supervision of the business of the corporation.

     Any vice presidents shall have such duties and powers as shall be set forth
in these by-laws or as shall be designated from time to time by the board of
directors or by the president.

     4.6. Treasurer and Assistant Treasurers. Unless the board of directors
otherwise specifies, the treasurer shall be in charge of the corporation's funds
and valuable papers, and shall have such other duties and powers as may be
designated from time to time by the board of directors or by the president. If
no controller is elected, the treasurer shall, unless the board of directors
otherwise specifies, also have the duties and powers of the controller. Any
assistant treasurers shall have such duties and powers as shall be designated
from time to time by the board of directors, the president or the treasurer.

     4.7. Controller and Assistant Controllers. If a controller is elected, he
shall, unless the board of directors otherwise specifies, be in charge of its
books of account and accounting records, and of its accounting procedures. He
shall have such other duties and powers as may be designated from time to time
by the board of directors, the president or the treasurer. Any assistant
controller shall have such duties and powers as shall be designated from time to
time by the board of directors, the president, the treasurer or the controller.

     4.8. Secretary and Assistant Secretaries. The secretary shall record all
proceedings of the stockholders, of the board of directors and of committees of
the board of directors in a book or series of books to be kept therefor and
shall file therein all actions by written consent of stockholders or directors.
In the absence of the secretary from any meeting, an assistant secretary, or if
there be none or he is absent, a temporary secretary chosen at the meeting,
shall record the proceedings thereof. Unless a transfer agent has been appointed
the secretary shall keep or cause to be kept the stock and transfer records of
the corporation, which shall contain the names and record addresses of all
stockholders and the number of shares registered in the name of each
stockholder. He shall have such other duties and powers as may from time to time
be designated by the board of directors or the president. Any assistant
secretaries shall have such duties and powers as shall be designated from time
to time by the board of directors, the president or the secretary.


                                      -7-



                      Section 5. RESIGNATIONS AND REMOVALS

     5.1. Any director or officer may resign at any time by delivering his
resignation in writing to the chairman of the board, if any, the president, or
the secretary or to a meeting of the board of directors. Such resignation shall
be effective upon receipt unless specified to be effective at some other time,
and without in either case the necessity of its being accepted unless the
resignation shall so state. A director (including persons elected by
stockholders or directors to fill vacancies in the board) may be removed from
office with or without cause by the vote of the holders of a majority of the
issued and outstanding shares of the particular class or series entitled to vote
in the election of such director. The board of directors may at any time remove
any officer either with or without cause. The board of directors may at any time
terminate or modify the authority of any agent.

                              Section 6. VACANCIES

     6.1. If the office of the president or the treasurer or the secretary
becomes vacant, the directors may elect a successor by vote of a majority of the
directors then in office. If the office of any other officer becomes vacant, any
person or body empowered to elect or appoint that officer may choose a
successor. Each such successor shall hold office for the unexpired term, and in
the case of the president, the treasurer and the secretary until his successor
is chosen and qualified or in each case until he sooner dies, resigns, is
removed or becomes disqualified. Any vacancy of a directorship shall be filled
as specified in Section 3.4 of these by-laws.

                            Section 7. CAPITAL STOCK

     7.1. Stock Certificates. Each stockholder shall be entitled to a
certificate stating the number and the class and the designation of the series,
if any, of the shares held by him, in such form as shall, in conformity to law,
the certificate of incorporation and the by-laws, be prescribed from time to
time by the board of directors. Such certificate shall be signed by the chairman
or vice chairman of the board, or the president or a vice president and by the
treasurer or an assistant treasurer or by the secretary or an assistant
secretary. Any of or all the signatures on the certificate may be a facsimile.
In case an officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed on such certificate shall have ceased to be
such officer, transfer agent, or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such
officer, transfer agent, or registrar at the time of its issue.

     7.2. Loss of Certificates. In the case of the alleged theft, loss,
destruction or mutilation of a certificate of stock, a duplicate certificate may
be issued in place thereof, upon such terms, including receipt of a bond
sufficient to indemnify the corporation against any claim on account thereof, as
the board of directors may prescribe.

                     Section 8. TRANSFER OF SHARES OF STOCK

     8.1. Transfer on Books. Subject to the restrictions, if any, stated or
noted on the stock certificate, shares of stock may be transferred on the books
of the corporation by the surrender to the corporation or its transfer agent of
the certificate therefor properly endorsed or accompanied by a written
assignment and power of attorney properly executed, with necessary transfer
stamps affixed, and with such proof of the authenticity of signature as the
board of directors or the transfer agent of the corporation may reasonably
require. Except as may be otherwise required by law, by the certificate of


                                      -8-



incorporation or by these by-laws, the corporation shall be entitled to treat
the record holder of stock as shown on its books as the owner of such stock for
all purposes, including the payment of dividends and the right to receive notice
and to vote or to give any consent with respect thereto and to be held liable
for such calls and assessments, if any, as may lawfully be made thereon,
regardless of any transfer, pledge or other disposition of such stock until the
shares have been properly transferred on the books of the corporation.

     It shall be the duty of each stockholder to notify the corporation of his
post office address.

     8.2. Record Date. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the board of directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the board of directors, and which record date shall
not be more than sixty nor less than ten days before the date of such meeting.
If no such record date is fixed by the board of directors, the record date for
determining the stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the board of directors may fix a new record date for the adjourned meeting.

     In order that the corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the board of directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the board of directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the board of directors. If no
such record date has been fixed by the board of directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the board of directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation by delivery to its registered office in the state of incorporation
hand or certified or registered mail, return receipt requested, to its principal
place of business or to an officer or agent of the corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. If no
record date has been fixed by the board of directors and prior action by the
board of directors is required by applicable law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
board of directors adopts the resolution taking such prior action.

     In order that the corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or to exercise any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the board of directors may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be not
more than sixty days prior to such payment, exercise or other action. If no such
record date is fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.

                            Section 9. CORPORATE SEAL


                                      -9-



     9.1. Subject to alteration by the directors, the seal of the corporation
shall consist of a flat-faced circular die with the word "Delaware" and the name
of the corporation cut or engraved thereon, together with such other words,
dates or images as may be approved from time to time by the directors.

                         Section 10. EXECUTION OF PAPERS

     10.1. Except as the board of directors may generally or in particular cases
authorize the execution thereof in some other manner, all deeds, leases,
transfers, contracts, bonds, notes, checks, drafts or other obligations made,
accepted or endorsed by the corporation shall be signed by the chairman of the
board, if any, the president, a vice president or the treasurer.

                             Section 11. FISCAL YEAR

     11.1. The fiscal year of the corporation shall end on the 31st of December.

                             Section 12. AMENDMENTS

     12.1. These by-laws may be adopted, amended or repealed by vote of a
majority of the directors then in office or by vote of a majority of the stock
outstanding and entitled to vote. Any by-law, whether adopted, amended or
repealed by the stockholders or directors, may be amended or reinstated by the
stockholders or the directors.


                                      -10-

EX-3.16

                                                                    Exhibit 3.16

     One or more natural persons of the age of 21 years or more may incorporate
a business corporation by signing, verifying, and delivering Articles of
Incorporation in duplicate to the Corporation Commissioner. The procedure for
the formation of business corporations is set forth in ORS 57.306 through
57.331. See ORS 57.311 for the coated of Articles of Incorporation.

                            Articles of Incorporation
                                       OF
                    WILLAMETTE FALLS AMBULANCE SERVICE, INC.

     The undersigned natural person(s) of the age of twenty-one years or more,
acting as incorporators under the Oregon Business Corporation Act, adopt the
following Articles of Incorporation:

ARTICLE I The name of this corporation is Willamette Falls Ambulance Service,
Inc. (The corporate name must contain the word "Corporation", "Company",
"Incorporated" or "Limited" or an abbreviation of one of such words.) and its
duration shall be perpetual

ARTICLE II The purpose or purposes for which the corporation is organized are:

          To engage in any lawful activity for which corporations may be
          organized under the Oregon Business Corporation Act, ORS Chapter 57.

(It is not necessary to set forth in the articles any of the corporate powers
enumerated in ORS 57.030 and 57.035. It, is sufficient to state, either alone or
with other purposes, "That the corporation may engage in any lawful activity for
which corporations may be organized under ORS Chapter 57"; however, it is
desirable to state the primary purpose of the corporation in conjunction with
such statement.)

ARTICLE III The aggregate number of shares which the corporation shall have
authority to issue is

          500 shares of capital stock without nominal or par value.

(Insert statement as to par value of such shares or a statement that all of such
shares are to be without par value. If there is more than one class of stock,
insert a statement as to the preferences, limitations and relative rights of
each class.)

ARTICLE IV The address of the initial registered office of the corporation is

                                     
1404 Standard Plaza, Portland, Oregon      97204
(Street and Number)                     (Zip Code)



and the name of its initial registered agent at such address is Joyle C. Dahl



ARTICLE V The number of directors constituting the initial board of directors of
the corporation is three (At least three), and the names and address of the
persons who are to serve as directors until the first annual meeting of
shareholders or until their successors are elected and shall qualify are:



                                   Address
                    ------------------------------------
Name                (Street and Number)       (Zip Code)
- ----                -----------------------   ----------
                                        
Dennis H. Marsh     1015 Cornell Avenue
                    Gladstone, Oregon 97027

John William Reed   16901 S. E. Division
                    Portland, Oregon 97236

Joyle C. Dahl       1404 Standard Plaza
                    Portland, Oregon 97204


ARTICLE VI The name and address of each incorporator is:



                                   Address
                    ------------------------------------
Name                (Street and Number)       (Zip Code)
- ----                -----------------------   ----------
                                        
Joyle C. Dahl       1404 Standard Plaza
                    Portland, Oregon 97204


ARTICLE VII (Add provisions for the regulation of the internal affairs of the
corporation as may be appropriate.)

          Two directors shall constitute a quorum for the transaction of any
          business of the corporation.

STATE OF OREGON     )
                      ss.
County of Multnomah )

I, the undersigned incorporator, herewith execute the foregoing and, being first
duly sworn, declare the statements contained therein are true.

Joyle C. Dahl

Subscribed and sworn to before me this 29th day of May, 1968.


/s/ Jean A. Novotny
- -------------------------------------
Notary Public for Oregon

My commission expires: Dec. 18, 1968



                                                         Submit Original and One
                                                         True Copy
                                                         No Fee Required

                                 STATE OF OREGON
                             DEPARTMENT OF COMMERCE
                              CORPORATION DIVISION

                              ARTICLES OF AMENDMENT
                                 By Shareholders
                                  (ORS 57.370)

     1.   Name of the corporation prior to amendment Willamette Falls Ambulance
          Service, Inc.

     2.   Date amendment was adopted by shareholders August 18, 1986.

     3.   State article number(s) and set forth article(s) as amended.

                                    Article I

          The name of this corporation Is Buck Medical Services, Inc.

     4.   Shareholder Vote:



Class       Number of Shares   Number of Shares   Number of Shares   Number of Shares
of Shares      Outstanding     Entitled to Vote       Voted For        Voted Against
- ---------   ----------------   ----------------   ----------------   ----------------
                                                         
Common             30                 30                 30                  0


     5.   Other provisions if applicable required to be set forth in ORS
          57.370(6) and (7).

     We, the undersigned officers, declare under the penalties of perjury that
we have examined the foregoing and, to the best of our knowledge and belief it
is true, correct and complete.


By: /s/ X                             and   /s/ X
    -------------------------------         ------------------------------------
President or Vice President                 Secretary or Assistant Secretary

Dated Eighteenth of Aug, 1986.

Person to contact about this filing.

G. Todd Norvell   (503) 224-5858
NAME              PHONE NUMBER

Submit the original and one true copy to the Corporation Division, Commerce
Bldg., 158 12th Street NE, Salem, Oregon 97310.

BC-3 (8-85)



                          UNANIMOUS WRITTEN CONSENT OF
                      SHAREHOLDER AND BOARD OF DIRECTORS OF
                    WILLAMETTE FALLS AMBULANCE SERVICE, INC.

     WHEREAS the undersigned are the sole shareholder and all directors of
Willamette; Falls Ambulance Service, Inc., an Oregon corporation, and

     WHEREAS the undersigned desire to take the action hereinafter set forth by
unanimous consent pursuant to ORS 57.791,

     NOW, THEREFORE the undersigned hereby adopt the following resolutions:

          RESOLVED that Article 1 of the corporation's Articles of Incorporation
     be amended to read in full as follows:

                                   "Article I

               "The name of this corporation is Buck Medical Services, Inc."

     IN WITNESS WHEREOF the undersigned have executed this consent as of August
18, 1986.

SHAREHOLDER                             BOARD OF DIRECTORS


/s/ Dennis H. Marsh                     /s/ Dennis H. Marsh
- -------------------------------------   ----------------------------------------
Dennis H. Marsh                         Dennis H. Marsh


                                        /s/ George W. Thomas
                                        ----------------------------------------
                                        George W. Thomas



                               ARTICLES OF MERGER
                                 By Shareholders

                    PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK

1.   Names of corporations proposing to merge:

     A.   Buck Medical Services, Inc.   Oregon registry # 083500-19

     B.   BMS Acquisition Corp.         Oregon registry # 32341380

2.   Name of the surviving corporation: Buck Medical Services, Inc.

3.   A copy of the plan of merger is attached.

4.   Corporation A check the appropriate statement:

     [ ]  Shareholder approval was not required.

     [X]  Shareholder approval was required. The shareholder vote was as
          follows:



Class or series of   Number of shares     Number of votes     Number of votes   Number of votes
shares                  outstanding     entitled to be cast       cast for        cast against
- ------------------   ----------------   -------------------   ---------------   ---------------
                                                                    
Common                      30                   30                  30                0


     Corporation B - check the appropriate statement:

     [ ]  Shareholder approval was not required.

     [X]  Shareholder approval was required. The shareholder vote was as
          follows:



Class or series of   Number of shares     Number of votes     Number of votes   Number of votes
shares                  outstanding     entitled to be cast       cast for        cast against
- ------------------   ----------------   -------------------   ---------------   ---------------
                                                                    
Common                      100                 100                 100                0



Execution for
Corporation A   /s/ Dennis H. Marsh            Dennis H. Marsh    President
                ----------------------------
                Signature                      Printed name       Title


Execution for
Corporation B   /s/ Paul M. Verrochi           Paul M. Verrochi   Vice President
                ----------------------------
                Signature                      Printed name       Title

Person to contact about this filing: William George   (617) 951-7313
                                     Name             Daytime phone number

Make checks payable to the Corporation Division. Submit the completed form and
fee to: Corporation D vision, Business Registry, 158 12th Street NE, Salem,
Oregon 97310-0210.



                      AGREEMENT AND PLAN OF REORGANIZATION

                                  By and Among

                         AMERICAN MEDICAL RESPONSE, INC.

                              BMS ACQUISITION CORP.

                           BUCK MEDIAL SERVICES, INC.

                                 DENNIS H. MARSH

                                       and

                                MICHAEL T. MARSH

                                January 11, 1993



                                TABLE OF CONTENTS



                                                                            PAGE
                                                                            ----
                                                                         
1.  MERGER ..............................................................     1
      1.1   The Merger ..................................................     1
      1.2   Filing of Certificate of Merger .............................     2
      1.3   Effective Time of the Merger ................................     2
      1.4   Effect of the Merger ........................................     2
      1.5   Further Assurances ..........................................     2

2.  ARTICLES OF INCORPORATION; BY-LAWS; BOARD OF DIRECTORS; OFFICERS ....     2
      2.1   Articles of Incorporation ...................................     2
      2.2   By-Laws .....................................................     2
      2.3   Directors ...................................................     2
      2.4   Officers ....................................................     3

3.  CONVERSION OF SHARES ................................................     3
      3.1   Conversion...................................................     3
      3.2   Certificates.................................................     3

4.  CLOSING .............................................................     4

5.  ESCROW ..............................................................     4

6.  REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS ......................     4
      6.1   Due Organization.............................................     4
      6.2   Authorization................................................     5
      6.3   No Conflicts; Approvals .....................................     5
      6.4   Capital Stock of Company  ...................................     6
      6.5   Transactions in Capital Stock ...............................     6
      6.6   No Bonus Shares .............................................     6
      6.7   Subsidiaries.................................................     6
      6.8   Predecessor Status; etc......................................     6
      6.9   Financial Statements ........................................     6
      6.10  Liabilities and Obligations .................................     7
      6.11  Accounts and Notes Receivable ...............................     8
      6.12  Permits and Intangibles......................................     8
      6.13  Real and Personal Property ..................................     9
      6.14  Material Contracts and Commitments ..........................    10
      6.15  Labor Matters ...............................................    11
      6.16  Real Property ...............................................    11
      6.17  Insurance ...................................................    11
      6.18  Compensation ................................................    11
      6.19  Employee Benefit Plans ......................................    12
      6.20  Qualified Plans .............................................    12



                                      -i-



                                                                          
      6.21  Conformity with Law .........................................    13
      6.22  Taxes........................................................    13
      6.23  Completeness ................................................    14
      6.24  Government Contracts.........................................    14
      6.25  Absence of Changes...........................................    14
      6.26  Deposit Accounts; Powers of Attorney.........................    15
      6.27  Environmental Matters .......................................    16
      6.28  Underground Storage Tanks ...................................    16
      6.29  Brokers and Finders .........................................    17
      6.30  Relations with Government ...................................    17
      6.31  Disclosure...................................................    17

7.  REPRESENTATIONS OF AMERICAN AND NEWCO ...............................    17
      7.1   Due Organization ............................................    17
      7.2   Authorization ...............................................    18
      7.3   No Conflicts; Approvals......................................    18
      7.4   American Stock ..............................................    18
      7.5   Prospectus...................................................    19
      7.6   Disclosure ..................................................    19
      7.7   Investigation ...............................................    19
      7.8   Brokers and Finders..........................................    19

8.  COVENANTS OF STOCKHOLDERS AND THE COMPANY PRIOR TO CLOSING...........    19
      8.1   Access, and Cooperation......................................    19
      8.2   Conduct of Business Pending Closing .........................    20
      8.3   Prohibited Activities........................................    20
      8.4   Notice to Bargaining Agents .................................    22
      8.5   No Shop......................................................    22

9.  CONDITIONS PRECEDENT TO OBLIGATIONS OF STOCKHOLDERS
      9.1   Representations and Warranties; Performance of Obligations...    22
      9.2   Proceedings Satisfactory ....................................    22
      9.3   No Litigation................................................    22
      9.4   Escrow Agreement.............................................    23
      9:5   Employment Agreement.........................................    23
      9.6   Consulting Agreement.........................................    23
      9.7   Opinion of Counsel...........................................    23
      9.8   Environmental Reports........................................    23

10. CONDITIONS TO OBLIGATIONS OF AMERICAN AND NEWCO......................    23
      10.1  Representations and Warranties; Performance of Obligations ..    24
      10.2  Proceedings Satisfactory ....................................    24
      10.3  No Litigation ...............................................    24
      10.4  Examination of Financial Statements..........................    24
      10.5  No Material Adverse Change...................................    24
      10.6  Due Diligence ...............................................    24




                                      -ii-



                                                                          
      10.7  Stockholders Release.........................................    24
      10.8  Escrow Agreement ............................................    25
      10.9  Employment Agreements .......................................    25
      10.10 Consulting Agreement ........................................    25
      10.11 Environmental Reports .......................................    25
      10.12 Durable Medical Division ....................................    25
      10.13 Related Transactions ........................................    25
      10.14 Opinion of Counsel ..........................................    25
      10.15 Consents and Approvals ......................................    25
      10.16 Additional Liabilities and Obligations ......................    25
      10.17 Additional Contracts ........................................    26
      10.18 Repayment of Indebtedness ...................................    26

11. COVENANTS AFTER CLOSING .............................................    26
      11.1  Release from Guarantees .....................................    26
      11.2  Payment of Taxes ............................................    26
      11.3  Filing Final Tax Return .....................................    26

12. INDEMNIFICATION .....................................................    26

13. TERMINATION OF AGREEMENT ............................................    27
      13.1  Termination .................................................    27
      13.2  Liabilities in Event of Termination .........................    27

14. NONCOMPETITION ......................................................    27
      14.1  Prohibited Activities .......................................    27
      14.2  Damages .....................................................    28
      14.3  Reasonable Restraint ........................................    29
      14.4  Severability; Reformation ...................................    29
      14.5  Independent Covenant ........................................    29
      14.6  Materiality .................................................    29

15. NONDISCLOSURE OF CONFIDENTIAL INFORMATION............................    29
      15.1  Stockholder .................................................    29
      15.2  American ....................................................    30
      15.3  Damages .....................................................    30

16. FEDERAL SECURITIES ACT AND RESTRICTIONS ON THE SHARES ...............    31
      16.1  Sophistication...............................................    31
      16.2  Registration Rights .........................................    32
      16.3  Availability of Rule 145.....................................    33

17. GENERAL . ...........................................................    34
      17.1  Cooperation .................................................    34
      17.2  Successors and Assigns ......................................    34
      17.3  Entire Agreement ............................................    34
      17.4  Counterparts ................................................    34




                                     -iii-



                                                                          
      17.5  Expenses ....................................................    34
      17.6  Notices .....................................................    35
      17.7  Governing Law ...............................................    36
      17.8  Survival of Representations and Warranties...................    36
      17.9  Exercise of Rights and Remedies..............................    36
      17.10 Time.........................................................    36
      17.11 Reformation and Severability.................................    36




                                      -iv-



                      AGREEMENT AND PLAN OP REORGANIZATION

     THIS AGREEMENT AND PLAN OP REORGANIZATION (the "Agreement") is made as of
the 11th day of January, 1993, among AMERICAN MEDICAL RESPONSE, INC., a Delaware
corporation ("American"), BMS ACQUISITION, INC., an Oregon corporation
("Newco"), BUCK MEDICAL SERVICES, INC., an Oregon corporation (the "Company")
and DENNIS H. MARSH and MICHAEL T. MARSH (collectively, the "Stockholders"), the
owners of all of the outstanding capital stock of the Company.

                                    RECITALS

     WHEREAS, Newco is a corporation duly organized and existing under the laws
of the State of Oregon, having been incorporated on December 14, 1992, solely
for the purpose of completing this transaction, and is a wholly-owned subsidiary
of American;

     WHEREAS, the Company is a corporation duly organized and existing under the
laws of the State of Oregon; and

     WHEREAS, the Acquisition Committee of the Board of Directors of American
and the respective Boards of Directors of Newco and the Company (all of which
companies are hereinafter collectively referred to as "Constituent
Corporations") deem it advisable and in the best interests of the Constituent
Corporations and their respective stockholders that Newco merge with and into
the Company pursuant to this Agreement and the applicable provisions of the laws
of the State of Oregon, such transaction sometimes being herein called the
"Merger".

     NOW, THEREFORE, in consideration of the premises and of the mutual
agreements, representations, warranties, provisions and covenants herein
contained, the parties hereto hereby agree as follows:

1.   MERGER.

     1.1 The Merger. At the Effective Time (as defined in Section 1.3), Newco
shall be merged with and into the Company pursuant to the Oregon Business
Corporation Act (the "Corporation Law"). Thereupon, the corporate identity and
existence of the Company, with all its rights, privileges, impunities, powers
and purposes, shall continue unaffected and unimpaired by the Merger, and the
corporate identity and existence of Newco, with all its rights, privileges,
immunities, powers and purposes, shall be merged into the Company as the
corporation surviving the Merger and the Company shall be fully vested
therewith. The separate identity, existence and corporate organization of Newco
shall cease upon the Merger becoming effective as herein provided and thereupon
Newco and the Company shall be a single corporation (herein sometimes called the
"Surviving Corporation").

     1.2 Filing of Certificate of Merger. At the Closing (as defined in Section
5), the Company and Newco will cause Articles of Merger in substantially the
form of Annex I hereto (the "Articles of Merger") to be executed, attested and
filed with the office of the Secretary of State of the State of Oregon as
provided in the Corporation Law.



     1.3 Effective Time of the Merger. The Merger shall be effective immediately
upon the filing of the Articles of Merger as aforesaid, which time is herein
sometimes referred to as the "Effective Time".

     1.4 Effect of the Merger. The Merger shall have the effect set forth in the
Corporation Law.

     1.5 Further Assurance. If at any time after the Effective Time, the
Surviving Corporation shall consider or be advised that any further deeds,
assignments or assurances in law or that any other things are necessary,
desirable or proper to vest, perfect or confirm, of record or otherwise, in the
Surviving Corporation, the title to any property or rights of Newco acquired or
to be acquired by the Surviving Corporation by reason of, or as a result of, the
Merger, the Company and Newco agree that the Company, Newco and their proper
officers and directors shall and will execute and deliver all such proper deeds,
assignments and assurances in law and do all things necessary, desirable or
proper to vest, perfect or confirm title to such property or rights in the
Surviving Corporation and otherwise to carry out the purpose of this Agreement,
and that the proper officers and directors of Newco, the proper officers and
directors of the Company, and the proper officers and directors of the Surviving
Corporation are fully authorized in the name and on behalf of the Company or
Newco or otherwise to take any and all such action.

2.   ARTICLES OF INCORPORATION; BY-LAWS; BOARD OF DIRECTORS; OFFICERS.

     2.1 Articles of Incorporation. From and after the Effective Time, the
Articles of Incorporation of the Company, as in effect immediately prior to the
Effective Time, as the same may thereafter be amended from time to time as
provided by the Corporation Law, shall be, and may be separately certified as,
the Articles of Incorporation of the Surviving Corporation.

     2.2 By-Laws. The by-laws of the Company as in effect immediately prior to
the Effective Time shall be the by-laws of the Surviving Corporation until the
same shall thereafter be altered, amended or repealed in accordance with the
Corporation Law, the Articles of Incorporation of the Surviving Corporation and
said by-laws.

     2.3 Directors. From and after the Effective Time, the members of the Board
of Directors of the Surviving Corporation shall consist of the following
persons, each of such persons to serve, subject to the provisions of the
Articles of Incorporation and by-laws of the Surviving Corporation, until his
successor is elected and qualified:

          Paul M. Verrochi
          Dominic J. Puopolo
          Paul T. Shirley
          Trace Skeen

     2.4 Officers. From and after the Effective Time, the officers of the
Company immediately prior to the Effective Time shall continue as the officers
of the Surviving Corporation in the same capacity or capacities, each of such
officers to serve, subject to the


                                       -2-



provisions of the Articles of Incorporation and by-laws of the Surviving
Corporation, until his successor is elected and qualified.

3.   CONVERSION OF SHARES.

     3.1 Conversion. At the Effective Time, the issued shares of capital stock
of Company and Newco shall, by virtue of the Merger and without any action on
the part of any holder thereof, become and be converted or canceled as follows:

          (a) Each outstanding share of common stock of Newco ("Newco Stock")
     held of record by American will automatically be converted into one fully
     paid and non-assessable share of common stock of the Surviving Corporation.

          (b) All the outstanding shares of Company Stock (as defined in Section
     6.4) will be converted into the right to receive (i) that number of shares
     of the common stock, $.01 par value of American (the "American Common
     Stock"), obtained by dividing $2,300,000 by the Closing Market Price, (ii)
     an amount equal to $4,750,000 in cash, and (iii) an amount equal to
     $750,000, which shall be placed in escrow in accordance with Section 5. The
     term "Closing Market Price" shall mean the average of the closing prices of
     American Common Stock on the New York Stock Exchange, as reported in the
     Wall Street Journal, for the ten consecutive trading days ending on the
     fifth business day prior to the closing.

          (c) The consideration recited in paragraph (b) above shall be
     allocated between the Stockholders in accordance with Schedule 3.1(c)
     attached hereto, and each Stockholder hereby elects to receive in the
     Merger the consideration set forth next to his name on said Schedule.

     3.2 Certificates. On or prior to the Effective Time, each Stockholder shall
surrender to American for cancellation by the Company the certificates
representing all of the issued and outstanding shares of Company Stock owned by
such Stockholder. Each such certificate surrendered shall be duly endorsed in
blank, or accompanied by stock powers, with signatures guaranteed by a national
bank or a member firm of the New York Stock Exchange (with all necessary
transfer taxes paid by, and stamps affixed acquired at the expense of, the
Stockholders), and shall be signed by each Stockholder exactly as his name
appears on the face of the certificate. At the Effective Time after such
surrender to American of such certificates, American shall deliver to the holder
thereof, a certificate or certificates evidencing the number of shares of
American Common Stock to which such holder is entitled pursuant to clause (i) of
Section 3.1(b) and the amount of cash to which such holder is entitled pursuant
to clause (ii) of Section 3.1(b). Each such certificate delivered by American
shall bear the legend required under Section 16.

4.   CLOSING.

     The closing of the Merger and the other transactions contemplated hereby
(the "Closing") shall take place at the offices of Ropes & Gray, Boston,
Massachusetts, or at such other place as may be agreed to by American, the
Company and the Stockholders, on January 11, 1993, or on


                                       -3-



such date not later than January 31, 1993, as may be agreed to by American, the
Company and the Stockholders (the "Closing Date").

5.   ESCROW.

     At the Effective Time, American shall deliver $750,000 to First Interstate
Bank Oregon, N.A. as escrow agent (the "Escrow Agent") under the Escrow
Agreement (the "Escrow Agreement"), which funds plus, to the extent provided in
the Escrow Agreement, interest thereon (the "Escrow Funds") shall be held in
escrow by the Escrow Agent pursuant to the Escrow Agreement as security for the
Stockholders' obligations as provided therein.

6.   REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS.

     The Stockholders jointly and severally make the following representations
and warranties to, and covenants with, American. When a person makes a
representation "to the best of his or its knowledge" such person shall have
conducted a reasonable investigation of the subject matter of such
representation and shall have reasonable ground to believe, and shall believe,
that the representation and warranty as stated is true.

     6.1 Due Organization. The Company is a duly organized and validly existing
corporation under the laws of the State of Oregon, and is duly authorized,
qualified and licensed under all applicable laws, regulations, ordinances and
orders of public authorities to carry on its business in the places and in the
manner as now conducted, except where the failure to be so authorized, qualified
or licensed would not have a material adverse effect on the business of the
Company taken as a whole. Complete and correct copies of the Articles of
Incorporation of the Company (certified by the Secretary of State of the State
of Oregon) and the By-laws of the Company, (certified by the Secretary of the
Company) are attached hereto as Schedule 6.1. The stock records and minute books
of the Company heretofore made available to American are complete and correct.

     6.2 Authorization. The Company has all corporate power and authority, and
each of the Stockholders has all power and authority, to enter into and perform
this Agreement and the other documents and instruments to be delivered pursuant
to this Agreement and to consummate the Merger and the other transactions
contemplated hereby. The execution and delivery by the Company of this Agreement
and the consummation by the Company of the Merger and the other transactions
contemplated by this Agreement have been duly and validly authorized by all
necessary corporate action on the part of Company. This Agreement has been duly
and validly executed and delivered by the Company and each of the Stockholders,
constitutes the legal, valid and binding obligation of each of them and is
enforceable against each of them in accordance with its terms, subject as to
enforcement of remedies to fraudulent conveyance, bankruptcy, reorganization,
insolvency and similar laws from time to time in effect.

     6.3 No Conflicts; Approvals.

          (a) Neither the execution, delivery and performance of this Agreement
     by the Company and by the Stockholders nor the consummation of the Merger
     and the other transactions contemplated hereby will (i) conflict with or
     result in a breach of any provision of the Articles of Incorporation or
     Bylaws of Company, (ii) except as disclosed


                                       -4-



     on Schedule 6.3, result in any conflict with, breach of, or default (or
     give rise to any right to termination, cancellation or acceleration or loss
     of any right or benefit) under or require any consent or approval which has
     not been obtained with respect to any of the terms, conditions or
     provisions of any material contract or agreement to which either
     Stockholder or the Company is a party or by which any of them or their
     respective assets may be bound, including without limitation, the Contracts
     (as defined in Section 6.14) or (iii) violate any order, law, rule or
     regulation applicable to either Stockholder or the Company or by which any
     of them or their respective properties or assets may be bound.

          (b) No action, consent or approval by, or filing by the Company or any
     Stockholder with, any Federal, state, municipal, foreign or other court or
     governmental body or agency, or any other regulatory body, is required in
     connection with the execution, delivery or performance by the Stockholders
     or the Company of this Agreement or the consummation by Company of the
     Merger and the other transactions contemplated hereby, except (i) the
     filing of the Articles of Merger with the Secretary of State of the State
     of Oregon, (ii) any consent or approval obtained prior to the Closing, or
     (iii) any consent or approval the failure of which to obtain would not have
     a material adverse effect on the business of the Company taken as a whole.

     6.4 Capital Stock of Company. The authorized capital stock of the Company
consists of 500 shares of common stock, no par value ("Company Stock"), of which
30 shares are issued and outstanding. All of the issued and outstanding shares
of the Company Stock have been duly authorized and validly issued and are fully
paid and nonassessable, and are owned, beneficially and of record, by the
Stockholders as set forth on Schedule 6.4. The Stockholders have, and as of the
Closing Date will have, good title to such shares, free and clear of all liens,
claims, security interests and encumbrances of every kind. Such shares were
offered, issued, sold and delivered by the Company in compliance with all
applicable state and federal laws governing the offer and sale of securities and
none of such shares were issued in violation of the preemptive rights of any
past or present stockholder.

     6.5 Transactions in Capital Stock. Except as described in Schedule 6.5, the
Company has not acquired, directly or indirectly, any shares of its capital
stock in the previous two years. No option, warrant, call, conversion right or
commitment of any kind exists that obligates the Company to issue any of its
authorized but unissued capital stock. In addition, the Company has no
obligation (contingent or otherwise) to purchase, redeem or otherwise acquire
any of its capital stock or any interests therein or to pay any dividend or make
any distribution in respect thereof. Neither the voting stock structure of the
Company nor the ownership of shares by Stockholders has been altered or changed
within the previous two years.

     6.6 No Bonus Shares. None of the shares of the Company Stock were issued
pursuant to awards, grants or bonuses.

     6.7 Subsidiaries. The Company has no subsidiaries. Except as set forth in
Schedule 6.7, the Company does not presently own, of record or beneficially, or
control, directly or indirectly, any capital stock, securities convertible into
capital stock or any other equity interest in any corporation, association or
business entity. The Company is not, directly or indirectly, a participant in
any joint venture, partnership or other noncorporate entity.


                                       -5-



     6.8 Predecessor Status, etc. Set forth in Schedule 6.8 is a listing of the
corporate names of all predecessor companies of the Company, including the names
of any entities from whom the Company previously acquired significant assets.

     6.9 Financial Statements. Attached as Schedule 6.9 are copies of the
following financial statements of the Company (the "Financial Statements"):

          (a) the Balance Sheet of the Transportation Services Division and
     Transportation Management Services Division of the Company at December 31,
     1991, and the related statement of operations, stockholders equity and cash
     flows for the one-year period then ended, audited by KPMG Peat Marwick,
     independent public accountants, together with the audit report thereon of
     such independent public accountants; and

          (b) the Balance Sheets of the Company at December 31, 1991, and
     December 31, 1990, and the Statement of Operations and Retained Earnings
     and the Statement of Cash Flows of the Company for the years then ended,
     reviewed by Van Beek and Company, the Company's independent public
     accountants, together with the review report thereon of such independent
     public accountants; and

          (c) the unaudited Balance Sheet of the Transportation Services
     Division and Transportation Management Services Division of the Company at
     October 31, 1992 (hereinafter referred to as the "Balance Sheet Date"), and
     the related unaudited statements of operations, stockholders' equity and
     cash flows for the ten-month period then ended reviewed by KPMG Peat
     Marwick, independent public accountants, together with the review report
     thereon of such independent public accountants.

The Financial Statements described in paragraph (b) above have been prepared in
accordance with generally accepted accounting principles applied on a consistent
basis throughout the periods indicated (except as noted). The Financial
Statements described in paragraphs (a) and (c) above present fairly the
financial condition of the Transportation Services Division and Transportation
Management Services Division of the Company at the respective dates thereof and
the results of their operations for the periods covered thereby. The Financial
Statements described in paragraph (b) above present fairly the financial
condition of the Company at the respective dates thereof and the results of
their operations for the periods covered thereby.

     6.10 Liabilities and Obligations. Schedule 6.10 sets forth an accurate list
as of the Balance Sheet Date of all material liabilities or obligations (other
than the liabilities and obligations of the Durable Medical Division assumed by
Marsh Medical Services, Inc., in connection with the transaction described in
Section 10.12) of the Company which are not reflected in the balance sheet
described in Section 6.9(c), or in the footnotes thereto, and any material
liabilities or obligations incurred thereafter not in the ordinary course of
business of any kind, character and description, whether accrued, absolute,
secured or unsecured, contingent or otherwise (other than the liabilities and
obligations of the Durable Medical Division assumed by Marsh Medical Services,
Inc., in connection with the transaction described in Section 10.12), together
with, in the case of those liabilities which are not fixed (other than possible
liabilities described on the "incident reports" described on Schedule 6.10), an
estimate of the maximum


                                       -6-



amount which may be payable. For each such liability or Obligation for which the
amount is not fixed or is contested, Schedule 6.10 sets forth the following:

          (a) a summary description of the liability together with the
     following:

               (i) references to copies of all relevant documentation relating
          thereto provided to American;

               (ii) amounts claimed and any other action or relief sought; and

               (iii) name of claimant and all other parties to the information:
          claim, suit or proceeding.

          (b) the name of each court or agency before which such claim, suit or
     proceeding is pending;

          (c) the date such claim, suit or proceeding was instituted; and

          (d) a reasonable best estimate by the Stockholders of the maximum
     amount, if any, which is likely to become payable with respect to each such
     liability (other than possible liabilities described on the "incident
     reports" described on Schedule 6.10). (If no estimate is provided, the
     Stockholders' best estimate shall for purposes of this Agreement be deemed
     to be zero.)

     6.11 Accounts and Notes Receivable. Schedule 6.11 sets forth an accurate
summary list as of the Balance Sheet Date of the accounts and notes receivable
of the Company, including receivables from and advances to employees and the
Stockholders, and an aging of all accounts and notes receivable showing amounts
due in 30-day aging categories. An accurate, detailed list of such items has
been delivered to American. All accounts and notes receivable of the Company
outstanding on the Closing Date arose from the sale of products and services in
the ordinary course of business and are legal and binding claims of the Company.
To the best of the Stockholders' knowledge, there have been no changes in the
accounts and notes receivable of the Company since the Balance Sheet Date other
than trade receivables in the ordinary course of business.

     6.12 Permits and Intangibles.

          (a) Schedule 6.12 sets forth an accurate list and summary description
     of all material certificates of need, permits, titles (including motor
     vehicle titles and current registrations), fuel permits, licenses,
     franchises and certificates owned, held, licensed or otherwise used by the
     Company (collectively, "Permits") and all trademarks, trade names, service
     marks, patents, patent applications and copyrights owned or held by the
     Company (collectively, "Intellectual Property"). To the best of the
     Stockholders' knowledge, the Company's rights in such Permits and
     Intellectual Property are adequate for the operation of the Company's
     business as presently conducted. Neither the Company nor, to the best of
     the Stockholders' knowledge, any other Party thereto, is in material
     default thereunder. There are no claims or proceedings pending or, to the
     best of the Stockholders' knowledge, threatened against the Company
     asserting the infringement


                                       -7-



     by the Company of any trademark, service mark, copyright, patent, patent
     right or other proprietary right of any other person. Neither the execution
     and delivery of this Agreement nor the consummation of the Merger or the
     other transactions contemplated hereby, will cause a default under or alter
     or impair any rights, or give rise to any right to termination,
     cancellation, or acceleration or loss of any right or benefit, or require
     any consent or approval which has not been obtained under, or with respect
     to, any Permit or Intellectual Property which could have a material adverse
     effect on the business of the Company.

          (b) The Stockholders have made available to, and specifically
     identified (in writing or through employees of the Company) for, American,
     a description and copies as of the date of this Agreement, of all material
     records, reports, notifications, certificates of need, permits, pending
     permit applications, engineering studies, environmental impact studies,
     filed or submitted or, to the best of the Stockholder's knowledge, required
     to be filed or submitted, to governmental agencies and of all material
     notifications from such governmental agencies relating to the above or
     relating to the discharge or release of materials into the environment or
     otherwise relating to the protection of the public health or the
     environment.

     6.13 Real and Personal Property. Schedule 6.13:

          (a) sets forth an accurate list and a substantially complete
     description of all the real property leased by the Company;

          (b) sets forth an accurate list of all licensed vehicles owned or
     leased by the Company, and a fixed asset schedule that lists in summary
     form all the fixed assets used in the Company's business carried on the
     Company's books for tax purposes;

          (c) includes true and complete copies of written leases for material
     items of equipment and for real property on which are situated buildings,
     warehouses, workshops, garages and other structures used in the operation
     of the business of the Company;

          (d) identifies those assets used in the Company's business which are
     owned by affiliates of the Company;

          (e) includes copies of all title reports and title insurance policies
     received or owned by the Company; and

          (f) includes a complete list and description of all real property
     owned or leased by the Company or any of the Company's predecessors during
     the previous ten years, other than residential properties leased by the
     Company for living quarters for its employees.

     Except as shown on Schedule 6.13, to the best of the Stockholders'
     knowledge, substantially all of the vehicles, machinery and equipment of
     the Company are in good working order and condition, ordinary wear and tear
     excepted. All leases set forth on Schedule 6.13 are in full force and
     effect and constitute valid and binding agreements of the Company and, to
     the best of the Stockholders'


                                       -8-



     knowledge, the other parties (and their successors) thereto and neither the
     Company, nor to the best of the Stockholders' knowledge, any other party
     thereto, is in material default thereunder. All material fixed assets used
     by the Company in the operation of its business are either owned by the
     Company or leased by the Company under an agreement listed on Schedule
     6.13.

     6.14 Material Contracts and Commitments.

          (a) Schedule 6.14 sets forth an accurate list of all material
     contracts, commitments and similar agreements or arrangements, whether
     written or oral (collectively, the "Contracts") to which the Company is a
     party or by which it or any of its properties are bound (including, but not
     limited to, employment agreements, joint venture or partnership agreements,
     contracts with any labor organizations, loan agreements, indemnity or
     guaranty agreements, bonds, mortgages, options to purchase land, liens,
     pledges or other security agreements).

          (b) The Stockholders have delivered to American true and complete
     copies of Contracts that are in writing and an accurate and complete
     description of all oral Contracts.

          (c) Except to the extent set forth on Schedule 6.14, to the best of
     the Stockholders' knowledge, the Company has complied with all material
     commitments and obligations pertaining to the Contracts and is not in
     material default under any Contract and has not received or given any
     notice of default thereunder and no other party to a Contract is in
     material default thereunder.

          (d) Each of the Contracts is the legal, valid and binding obligation
     of the Company, and to the best of the Stockholders' knowledge, the other
     parties thereto. To the best of the Stockholders' knowledge, each of the
     Contracts is in full force and effect and will continue in full force and
     effect immediately following the Merger and the other transactions
     contemplated hereby.

          (e) To the best of the Stockholders' knowledge, none of the Company's
     customers have canceled or substantially reduced or are currently
     attempting or threatening to cancel or substantially reduce service.

          (f) To the best of the Stockholder's knowledge, the Company is not a
     party to any contract, agreement or other instrument or commitment which,
     singly or in the aggregate, materially and adversely affects or is likely
     to materially and adversely affect, the business of the Company taken as a
     whole.

     6.15 Labor Matters. Except as set forth in Schedule 6.15, the Company is
not bound by or subject to (and none of its assets or properties is bound by or
subject to) any arrangement with any labor union. Except as set forth in
Schedule 6.15, no employees of the Company are represented by any labor union or
covered by any collective bargaining agreement nor, to the best of the
Stockholders' knowledge, is any organization campaign to establish such
representation in progress. There is no pending or, to the best of the
Stockholders' knowledge threatened, labor dispute involving the Company and any
group of its employees nor has the


                                       -9-



Company experienced any labor interruptions over the past three years. The
Company considers its relationship with employees to be good and, except as
disclosed on Schedule 6.15, does not anticipate that its relationships with its
union or employees will, or is likely to, result in a material adverse effect on
the business, operations, properties, assets or condition, financial or
otherwise, of the Company.

     6.16 Real Property. The Company owns no real property.

     6.17 Insurance. Schedule 6.17(a) sets forth an accurate list of all
insurance policies carried by the Company, copies of all property, general
liability, excess liability, data processing, commercial automobile, garage,
scheduled property, and workers' compensation insurance loss runs received for
the past three (3) policy years are identified on Schedule 6.17(a) and have been
previously provided to American. Copies of all policies currently in effect have
previously been delivered to American and are complete and correct. The
insurance carried by the Company with respect to its properties, assets and
business is in amounts sufficient for the reasonably prudent protection of the
properties, assets and business of the Company. To the best of the Stockholders'
knowledge, such insurance policies are currently in full force and effect and
shall remain in full force and effect through the Closing Date. To the best of
the Stockholders' knowledge, except as set forth on Schedule 6.17(b), the
Company's insurance has never been canceled and the Company has never been
denied coverage.

     6.18 Compensation. Schedule 6.18 sets forth an accurate list of all
officers, directors and non-union key employees (having an annual salary in
excess of $35,000) of the Company, the rate of compensation (and the portions
thereof attributable to salary, bonus and ether compensation, respectively) of
each such person as of the Balance Sheet Date and any increase therein since the
Balance Sheet Date.

     6.19 Employee Benefit Plans. Schedule 6.19 sets forth an accurate schedule
listing all material employee benefit or welfare plans of Company, including
without limitation any pension, profit-sharing, bonus, stock option, incentive,
deferred compensation, hospitalization, medical, insurance or other plan or
arrangement, and any employment or other agreement containing "golden parachute"
provisions, a description of such plans and arrangements and classifications of
employees covered thereby. Copies of such plans, agreements, and any trusts
related thereto have been delivered to American. To the best of the
Stockholders' knowledge, all employee benefit plans listed on Schedule 6.19 are
in substantial compliance with all applicable provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") and the regulations
issued thereunder, as well as with all other applicable federal, state and local
statutes, ordinances and regulations to the extent such laws are applicable.

     6.20 Qualified Plans. All plans listed on Schedule 6.19 that are intended
to qualify (the "Qualified Plans") under Section 401(a) of the Internal Revenue
Code of 1986, as amended (the "Code") are so qualified. Except as disclosed on
Schedule 6.19, to the best of the Stockholders' knowledge, all reports and other
documents required to be filed with any governmental agency or distributed to
plan participants or beneficiaries (including, but not limited to, actuarial
reports, audits or tax returns) have been timely filed or distributed, and
copies thereof have been delivered to American. To the best of the Stockholders'
knowledge, neither the Company nor any Stockholder nor any such plan listed in
Schedule 6.19 has engaged in any transaction


                                      -10-



prohibited under the provisions of Section 4975 of the Code or Section 406 of
ERISA which has not been fully resolved. To the best of the Stockholders'
knowledge, no such plan listed in Schedule 6.19 has incurred an accumulated
funding deficiency, as defined in Section 412(a) of the Code and Section 302(1)
of ERISA; and, to the best of the Stockholders' knowledge, the Company has not
incurred any liability for excise tax or penalty due to the Internal Revenue
Service nor any liability to the Pension Benefit Guaranty Corporation which has
not already been paid. The Stockholders further represent that:

          (i) there have been no terminations, partial terminations or
     discontinuance of contributions to any such Qualified Plan intended to
     qualify under Section 401(a) of the Code without notice to and approval by
     the Internal Revenue Service to the extent notice and approval were
     required;

          (ii) no such plan listed in Schedule 6.19 subject to the provisions of
     Title IV of ERISA has been terminated;

          (iii) there have been no "reportable events" (as that phrase is
     defined in Section 4043 of ERISA) with respect to any such plan listed in
     Schedule 6.19 for which a required filing has not been made; and

          (iv) the Company has no unsatisfied liability under Section 4062 of
     ERISA.

     6.21 Conformity with Law. 'To the best of the Stockholders' knowledge, the
Company is not in material default under any law or regulation or under any
order of any court or federal, state, municipal or other governmental
department, commission, board, bureau, agency or instrumentality having
jurisdiction over it. Except to the extent set forth in Schedule 6.10 there are
no claims, actions, suits or proceedings, pending or to the best of the
Stockholders' knowledge threatened, against or affecting the Company, at law or
in equity, or before or by any federal, state, municipal or other governmental
department, commission, board, bureau, agency or instrumentality having
jurisdiction over it and no notice of any such claim, action, suit or proceeding
has been received. To the best of the Stockholders' knowledge, the Company has
conducted and is conducting its business in substantial compliance with the
requirements, standards, criteria and conditions set forth in applicable
federal, state and local statutes, ordinances, permits, licenses, orders,
approvals, variances, rules and regulations and is not in violation of any of
the foregoing which might materially and adversely affect the business,
operations, affairs, prospects, properties, assets, profits or condition,
financial or otherwise, of the Company taken as a whole.

     6.22 Taxes.

          (a) The Company made an election to be taxed under the provisions of
     Subchapter S of the Internal Revenue Code on December 22, 1986, to be
     effective January 1, 1987. The Company has a taxable year ended December 31
     and has not made an election to retain a fiscal year other than December 31
     under Section 444 of the Code. Prior to January 1, 1993, the Company
     utilized the cash receipts and disbursements method of accounting for
     income tax purposes and had not changed its method of accounting in the
     past five years. The Stockholders have executed all documents


                                      -11-



     sufficient to terminate the Company's election to be taxed as an S
     corporation effective as of January 1, 1993, and the Company has changed to
     the accrual method of accounting for tax purposes effective for the year
     ending December 31, 1992, in each case in conformity with the Code and
     applicable regulations thereunder and with applicable state law and
     regulations.

          (b) The Company has timely filed all requisite tax and information
     returns which are required to be filed by it and has paid, or has made
     adequate provision for the payment of, all taxes which may have or become
     due pursuant to such returns or to any assessment received by it. To the
     best of the Stockholders' knowledge, there is no additional assessment on
     any basis therefor. To the best of the Stockholders' knowledge, there are
     no open years, examinations in progress or claims against the Company for
     federal or other taxes (including penalties and interest) for any period
     and no notice of any claim, whether pending or threatened, for taxes has
     been received. To the best of the Stockholders' knowledge, the amounts
     shown as accruals for taxes on the financial statements of the Company as
     of the Balance Sheet Date delivered to American as a part of Schedule 6.9
     are sufficient for the payment of all taxes of the kinds indicated
     (including penalties and interest) for all fiscal periods ended on or
     before that date. Copies of (i) any tax examinations within the last six
     years, (ii) extensions of statutory limitations and (iii) the federal and
     local income tax returns and franchise tax returns of the Company for the
     last three (3) fiscal years are attached hereto as Schedule 6.22.

     6.23 Completeness. To the best of the Stockholders' knowledge, the copies
of all leases, instruments, agreements, licenses, permits, certificates or other
documents which are included on schedules attached hereto or have been
delivered, or made available to, and specifically identified (in writing or
through employees of the Company) for, to American in connection with the
transactions contemplated hereby are complete and correct.

     6.24 Government Contracts. Except as set forth on Schedule 6.24, to the
best of the Stockholders' knowledge, the Company is not now and has never been a
party to any governmental contracts subject to price redetermination or
renegotiation.

     6.25 Absence of Changes. Except as set forth on Schedule 6.25, since the
Balance Sheet Date, there has not been:

          (i) any material adverse change in the financial condition, assets,
     liabilities (contingent or otherwise), income or business of the Company;

          (ii) any damage, destruction or loss (whether or not covered by
     insurance) materially adversely affecting the properties or business of the
     Company;

          (iii) any change in the authorized capital of the company or in its
     securities outstanding or any change in its ownership interests or any
     grant of any options, warrants, calls, conversion rights or commitments;

          (iv) any declaration or payment of any dividend or distribution in
     respect of the capital stock or any direct or indirect redemption, purchase
     or other acquisition of any of the capital stock of the Company);


                                      -12-



          (v) any increase in the compensation, bonus, sales commissions or fee
     arrangement payable or to become payable by the Company to its officers,
     directors, the Stockholders, employees, consultants or agents;

          (vi) any work interruptions, labor grievances or claims filed,
     proposed law or regulation or any event or condition of any character,
     materially adversely affecting the business or future prospects of the
     Company;

          (vii) any sale or transfer, or any agreement to sell or transfer, any
     material assets, property or rights of the Company to any person,
     including, without limitation, the Stockholders and their affiliates;

          (viii) any cancellation, or agreement to cancel, any indebtedness or
     other obligation owing to the Company, including without limitation any
     indebtedness or obligation of any Stockholder or any affiliate thereof;

          (ix) any plan, agreement or arrangement granting any preferential
     rights to purchase or acquire any interest in any of the assets, property
     or rights of the Company or requiring consent of any party to the transfer
     and assignment of any such assets, property or rights;

          (x) any purchase or acquisition, or agreement, plan or arrangement to
     purchase or acquire, any material property, rights or assets;

          (xi) any waiver of any material rights or claims of the Company;

          (xii) to the best of the Stockholders' knowledge, any breach,
     amendment or termination of any material contract, agreement, license,
     permit or other right to which the Company is a party; or

          (xiii) any other transaction by the Company outside the ordinary
     course of business.

     6.26 Deposit Accounts; Powers of Attorney. Schedule 6.26 sets forth an
accurate schedule as of the date of this Agreement of:

          (i) the name of each financial institution in which the Company has
     accounts or safe deposit boxes;

          (ii) the names in which the accounts or boxes are held;

          (iii) the type of account; and

          (iv) the name of each person authorized to draw thereon or have access
     thereto.


                                      -13-



Schedule 6.26 also sets forth the name of each person, corporation, firm or
other entity holding a general or special power of attorney from the Company and
a description of the terms of such power of attorney.

     6.27 Environmental Matters. Except as set forth on Exhibit 6.27, (a) to the
best of the Stockholders' knowledge, the Company has never disposed of, or
contracted for the disposal of, in violation of law, hazardous wastes, hazardous
substances, infectious or medical waste, radioactive waste or sewage sludges as
those terms are defined by the Resource Conservation and Recovery Act of 1976,
as amended (the "RCM"), the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended ("CERCLA"), the Atomic Energy Act of 1954,
as amended, or any comparable state laws, rules or regulations and (b) no such
wastes, substances, or sludges generated by the Company have finally come to be
located on any site which is or has been (including as a potential or suspect
site) included in any published federal, state, or local "superfund" or other
list of hazardous or toxic waste sites. Except as disclosed on Schedule 6.27, to
the best of the Stockholders' knowledge, there has been no storage or treatment
of solid wastes or hazardous wastes (as defined in RCRA) by Company or any
predecessor in interest (at any site or other facility owned or operated by
Company) in violation of any applicable law, rule, regulation, order, judgment
or permit or that would require any material remedial action under any
applicable law. Except as disclosed on Schedule 6.27, (a) the Company has not
received any notice of any violation with respect to asbestos or hazardous
substances at any of its sites, and (b) to the best of the Stockholders'
knowledge, there has been no spill, discharge, leak, emission, injection,
escape, dumping or release in reportable quantities onto any property owned by
the Company, leased by Company from Dennis H. Marsh or leased by the Company
from a third party other than residential properties leased by the Company from
a third party for living quarters for its employees, or into the environment
surrounding any such property of any hazardous substances as defined under any
local, state or Federal regulations or laws. The Company has never owned,
operated and/or leased a waste transfer, recycling, treatment, storage or
disposal facility. None of the Company's employees has, in the course and scope
of employment with the Company, been exposed in violation of any law or
regulation to hazardous, infectious, radioactive or toxic wastes or substances.
In addition, to the best of the Stockholders' knowledge, there has been no
assertion by any governmental agency or other regulatory authority or any
environmental lien or action.

     6.28 Underground Storage Tanks. Except as set forth on Schedule 6.28, to
the best of the Stockholders' knowledge, the Company has never owned or leased
any real estate having any underground storage tanks containing petroleum
products (other than tanks containing heating oil in the case of residential
properties leased by the Company for living quarters for its employees) or
wastes or other hazardous substances regulated by 40 CFR 280 and/or other
applicable federal, state or local laws, rules and regulations and requirements.

     6.29 Brokers and Finders. Neither any Stockholder nor the Company nor any
officer, director or employee of the Company has employed any broker, agent or
finder or incurred any liability for any brokerage fees, commissions or finders'
fees for the Merger or any other transactions contemplated by the Agreement or
otherwise. Neither the Company nor any of its officers, directors, or employees
on behalf of the Company has incurred any liabilities for any financial advisory
fees, brokerage fees, commissions or finders' fees that remain unpaid in
connection with any transaction or proposed transaction.


                                      -14-



     6.30 Relations with Government. Neither the Company nor any Stockholder has
made, offered or agreed to offer anything of value to any governmental official,
political party or candidate for government office in violation of applicable
law nor has it otherwise taken any action which would cause the Company to be in
violation of the Foreign Corrupt Practices Act of 1977, as amended, for any law
of similar effect.

     6.31 Disclosure. This Agreement and the schedules hereto and all other
document and information furnished to American and its representatives pursuant
hereto do not and will not include any untrue statement of a material fact or
omit to state a material fact necessary to make the statements therein not
misleading. If the Company or the Stockholders become aware of any fact or
circumstance which would change a representation or warranty of the Company or
the Stockholders in this Agreement or any representation made on behalf of the
Company, the Company and the Stockholders shall immediately give notice of such
fact or circumstance to American. However, such notification shall not relieve
either the Company or the Stockholders of their respective obligations under
this Agreement.

7.   REPRESENTATIONS OF AMERICAN AND NEWCO.

     American and Newco jointly and severally make the following representations
and warranties to, and covenants with, the Stockholders.

     7.1 Due Organization. Each of American and Newco is a corporation duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, and is duly authorized, qualified aid
licensed under all applicable laws, regulations, and ordinances of public
authorities to carry on its business in the places and in the manner as now
conducted except for where the failure to be so authorized, qualified or
licensed would not have a material adverse affect on the business of American,
on a consolidated basis. Copies of the Certificate of Incorporation of American
(certified by the Secretary of State of the State of Delaware), the Articles of
Incorporation of Newco (certified by the Secretary of State of the State of
Oregon) and the Bylaws of each of American and Newco (certified by the secretary
or assistant secretary of the respective corporations) have previously been
delivered to the Stockholders.

     7.2 Authorization. Each of American and Newco has all corporate power and
authority to execute and deliver this Agreement and the other documents and
instruments to be delivered pursuant to this Agreement and to consummate the
Merger and the other transactions contemplated hereby. The execution and
delivery by American and Newco of this Agreement, the consummation of the Merger
and other transactions contemplated hereby by American and Newco have been duly
and validly authorized by all necessary corporate action on the part of American
and Newco. This Agreement has been duly and validly executed and delivered by
each of American and Newco and constitutes the valid and binding obligations of
each of them enforceable in accordance with its terms, subject as to enforcement
of remedies to fraudulent conveyance, bankruptcy, reorganization, insolvency and
similar laws from time to time in effect.

     7.3 No Conflicts; Approvals.

          (a) Neither the execution, delivery and performance of this Agreement,
     the consummation of the Merger and other transactions contemplated hereby
     by American


                                      -15-



     and Newco will (i) conflict with or result in a breach of any provision of
     the charter or bylaws of either American or Newco, (ii) result in any
     conflict with, breach of, or default (or give rise to any right to
     termination, cancellation or acceleration or loss of any right or benefit)
     under or require any consent or approval which has not been obtained with
     respect to any of the terms, conditions or provisions of any indenture,
     contract, agreement or instrument to which American or Newco is a party or
     by which any of their respective properties maybe bound or (iii) violate
     any order, law, rule or regulation applicable to American or Newco or by
     which any of their respective properties is bound.

          (b) No action, consent or approval by, or filing by American or Newco
     with, any Federal, state, municipal, foreign or other court or governmental
     body or agency, or any other regulatory body, is required in connection
     with the execution and delivery by American or Newco of this Agreement or
     the consummation by American and Newco of the Merger and the other
     transactions contemplate hereby, other than such as shall have been made or
     obtained prior to the Closing and other than the filing of the Articles of
     Merger with the Secretary of State of the State of Oregon.

     7.4 American Stock. The shares of American Common Stock to be issued to the
Stockholders pursuant to Section 3.2 (the "Shares") will be duly authorized,
validly issued, fully paid and nonassassable.

     7.5 Prospectus. American has furnished to the Stockholders a copy of
American's Prospectus dated January 7, 1993 (the "Prospectus"), which is part of
the Registration Statement on Form S-1 filed with the Securities and Exchange
Commission ("SEC") covering the issuance of the Shares to the Stockholders (the
"Registration Statement"). On the Closing Date, the issuance of the Shares to
the Stockholders will be registered under the Securities Act of 1933, as amended
(the "Act"). The Registration Statement will be effective on the Closing Date
and, to the best knowledge of American, there is no stop or cease and desist
order pending, threatened or in effect with respect to the Registration
Statement or qualification or any similar order of any applicable regulatory
authority pending, threatened or in effect.

     7.6 Disclosure. The Prospectus, including the financial disclosure
contained therein, does not include an untrue statement of material fact or omit
to state a material fact necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading. There has been no
material adverse change in the business of American, taken as a whole, since the
date of the Prospectus.

     7.7 Investigation. American has conducted a due diligence review of the
Company and its assets, books and records. American has been provided access to
such records relating to the Company and its business and affairs as it has
requested both in writing and orally, together with such opportunity as American
has desired to interview employees, agents, and representatives of the Company.
Nothing in this Section 7.7 shall limit in any way the representations and
warranties of the Stockholders made in this Agreement.

     7.8 Brokers and Finders. Neither American nor Newco nor any of their
respective officers, directors or employees has employed any broker, agent or
finder or incurred any


                                      -16-



liability for any brokerage fees, commissions or finders' fees for the Merger or
any other transactions contemplated by the Agreement or otherwise.

8.   COVENANTS OF STOCKHOLDERS AND THE COMPANY PRIOR TO CLOSING.

     8.1 Access and Cooperation. During the period from the date hereof through
the Closing Date, the Company will afford to the officers and authorized
representatives of American access to all of the Company's sites, properties,
books and records and will furnish American with such additional financial and
operating data and other information as to the business and properties of the
Company as American may from time to time reasonably request. The Company will
cooperate with American, its representatives, engineers, auditors and counsel in
the preparation of any documents or other material which may be required in
connection with any documents or materials required by any governmental agency.

     8.2 Conduct of Business Pending Closing. During the period from the date
hereof through the Closing Date, the Company shall, and the Stockholders will
cause the Company to:

          (a) carry on its business in substantially the same manner as it has
     heretofore and not introduce any material new method of management,
     operation or accounting;

          (b) maintain its properties, facilities and equipment, including those
     held under leases, in as good working order and condition as at present,
     ordinary wear and tear excepted;

          (c) perform all of its material obligations under agreements relating
     to or affecting its respective assets, properties, equipment or rights;

          (d) keep in full force and effect present insurance policies or other
     comparable insurance coverage with comparable insurers;

          (e) use its reasonable efforts to maintain and preserve its business
     organization intact, retain its present employees and maintain its
     relationships with suppliers, customers and others having business
     relations with the Company;

          (f) use its reasonable efforts to maintain compliance with all
     permits, laws, rules and regulations, consent orders, and similar
     requirements;

          (g) maintain present debt and lease instruments and not enter into new
     or amended debt or lease instruments, without the knowledge and consent of
     American; and

          (h) maintain present salaries and commission levels for all officers,
     directors, employees and agents, except that the Company may increase
     salaries of employees (other than the Stockholders) in accordance with
     merit reviews and consistent with past practices.

     8.3 Prohibited Activities. The Company will not, without prior written
consent of American:


                                      -17-



          (a) make any change in its Articles of Incorporation or Bylaws;

          (b) effect any change in the capital structure of the Company,
     including without limitation, the issuance of any securities, options,
     warrants, calls, conversion rights or commitments relating to its
     securities of any kind;

          (c) declare or pay any dividend, or make any other distribution in
     respect of its stock, except that (i) the Company may declare and pay
     dividends to the Stockholders, as of December 31, 1992, in an aggregate
     amount not to exceed $175,000 and (ii) the Company may declare and pay, as
     of December 31, 1992, the dividends described in Section 10.12;

          (d) purchase, redeem or otherwise acquire or retire for value any
     shares of its stock or other securities;

          (e) enter into any contract or commitment or incur or agree to incur
     any liability except in the normal course of business or make any capital
     expenditures in excess of $10,000 except that the Company may make the
     capital expenditures described on Schedule 8.3(e) hereto;

          (f) increase the compensation payable or to become payable to any
     officer, director, the Stockholders, employee or agent, or pay any bonus or
     management fee to any such person, except that the Company may (i) increase
     salaries of employees (other than the Stockholders) in accordance with
     merit reviews and consistent with past practices ands (ii) pay a bonus to
     Trace Skeen with respect to the fiscal year ended December 31, 1992, in an
     aggregate amount not to exceed $50,000;

          (g) create, assume or permit to exist any mortgage, pledge or other
     lien or encumbrance (other than mechanics' liens and similar non-material
     liens arising in the ordinary course of business) upon any assets or
     properties whether now owned or hereafter acquired, except as set forth in
     Schedule 8.3(g);

          (h) except as provided by Schedule 8.3(h) and in Section 10.12, sell,
     assign, lease or otherwise transfer or dispose of any property or equipment
     except in the normal course of business;

          (i) make any contribution pursuant to the Company's employee benefit
     plans other than mandatory employer contributions;

          (j) negotiate for the acquisition of any business or the start-up of
     any new business or project;

          (k) merge or consolidate or agree to merge or consolidate with or into
     any other corporation;

          (l) waive any material rights or claims of the Company;


                                      -18-



          (m) knowingly breach or permit a breach of, or amend or terminate any
     material agreement or any permit, license or other right of the Company; or

          (n) enter into any other transaction outside the ordinary course of
     its business or prohibited hereunder.

     8.4 Notice to Bargaining Agents. Prior to the Closing Date, the Company
shall satisfy any requirement for notice of the transactions contemplated by
this Agreement under applicable collective bargaining agreements, and shall
provide American with proof that any required notice has been sent.

     8.5 No Shop. None of the Stockholders, the Company or any agent, officer,
director or any representative of any of the foregoing will, during the period
commencing on the date of this Agreement and ending with the earlier to occur of
the Closing or January 31, 1993, directly or indirectly:

          (a) solicit or initiate the submission of proposals or offers from any
     person for,

          (b) participate in any discussions pertaining to or

          (c) furnish any information to any person other than American or Newco
     relating to,

any acquisition or purchase of all or a material amount of the assets of, or any
equity interest in, the Company or a merger, consolidation or business
combination of the Company.

9.   CONDITIONS PRECEDENT TO OBLIGATIONS OF STOCKHOLDERS.

     The obligations of the Stockholders to consummate the Merger are subject to
the fulfillment, prior to the Effective Time of each of the following
conditions, any of which may be waived by the Stockholders. Upon consummation of
the Merger, all of such conditions not satisfied shall be deemed to be waived.

     9.1 Representations and Warranties; Performance of Obligations. The
representations and warranties of American and Newco contained in Section 7
shall be true and correct on and as of the Closing Date with the same force and
effect as though made on and as of such date; all of the terms, covenants and
conditions of this Agreement to be complied with, performed and satisfied by
American and Newco on or before the Closing Date shall have been complied with,
performed and satisfied; and a certificate to the foregoing effect dated the
Closing Date and signed by a duly authorized officer of American shall have been
delivered to the Stockholders.

     9.2 Proceedings Satisfactory. All actions, proceedings, instruments and
documents required to carry out this Agreement or incidental hereto and all
other related legal matters shall be reasonably satisfactory to the Stockholders
and their counsel.

     9.3 No Litigation. No action or proceeding before a court or any other
governmental agency or body shall have been instituted or threatened to restrain
or prohibit the Merger or the


                                      -19-



consummation of the other transactions contemplated hereby, and no governmental
agency or body shall have taken any other action or made any request of the
Company as a result of which the management of the Company deems it inadvisable
to proceed with the transactions hereunder.

     9.4 Escrow Agreement. American and First Interstate Bank Oregon, N.A. shall
have executed and delivered to the Stockholders an Escrow Agreement in
substantially the form of Annex II hereto (the "Escrow Agreement").

     9.5 Employment Agreement. American and the Company shall have executed and
delivered to Michael T. Marsh an Employment Agreement in substantially the form
of Annex III-A hereto.

     9.6 Consulting Agreement. American and the Company shall have executed and
delivered to Dennis H. Marsh a Consulting Agreement in substantially the form of
Annex IV hereto.

     9.7 Opinion of Counsel. The Stockholders shall have received an opinion
from counsel for American, dated the Closing Date, in form and substance
satisfactory to the Stockholders, to the effect that:

          (a) American is a corporation duly organized and validly existing in
     good standing under the laws of the State of Delaware;

          (b) this Agreement has been duly authorized, executed and delivered by
     each of American and Newco and constitutes a valid and binding agreement of
     each of American and Newco enforceable against American and Newco in
     accordance with its terms subject to (i) bankruptcy, moratorium,
     insolvency, reorganization, arrangement and other similar laws relating to
     or affecting the rights and remedies of creditors and (ii) general
     principles of equity, regardless of whether applied in proceeding in equity
     or at law, except that no opinion need be expressed as to the second
     sentence of Section 11.1 or as to the enforceability of the provisions of
     Section 16.2 relating to indemnification; and

          (c) the Shares are duly authorized and, when issued pursuant to
     Section 3.2, will be validly issued, fully paid and nonassessable.

     9.8 Environmental Reports. The environmental audit reports with respect to
the Properties (as defined in Section 10.11) shall be satisfactory to Dennis H.
Marsh.

10.  CONDITIONS TO OBLIGATIONS OF AMERICAN AND NEWCO.

     The obligations of American and Newco to consummate the Merger are subject
to the fulfillment, prior to the Effective Time of each of the following
conditions, any of which may be waived by American and Newco. Upon consummation
of the Merger, all of such conditions not satisfied shall be deemed to be
waived.


                                      -20-



     10.1 Representations and Warranties; Performance of Obligations. The
representations and warranties of the Stockholders contained in Section 6 shall
be true and correct on and as of the Closing Date with the same force and effect
as though made on and as of such date; all of the terms, covenants and
conditions of this Agreement to be complied with, performed and satisfied by the
Company or the Stockholders on or before the Closing Date shall have been
complied with, performed and satisfied; and a certificate to the foregoing
effect dated the Closing Date and signed by each of the Stockholders shall have
been delivered to American.

     10.2 Proceedings Satisfactory. All actions, proceedings, instruments and
documents required to carry out this Agreement or incidental hereto and all
other related legal matters shall be reasonably satisfactory to American and its
counsel.

     10.3 No Litigation. No action or proceeding before a court or any other
governmental agency or body shall have been instituted or threatened to restrain
or prohibit the Merger or the other transactions contemplated by this Agreement
and no governmental agency or body shall have taken any other action or made any
request of American as a result of which the management of American deems it
inadvisable to proceed with the transactions hereunder.

     10.4 Examination of Financial Statements. Prior to the Closing Date,
American's independent public accountants shall have completed an audit of the
Company's financial statements for the fiscal year ended December 31, 1991, and
a review of the Company's financial statements for the ten-month period ended
October 31, 199_ the results of which are satisfactory to American, in its sole
discretion.

     10.5 No Material Adverse Change. No material adverse change in the results
of operations, financial condition or business of the Company shall have
occurred, and the Company shall not have suffered any material loss or damages
to any of its properties or assets, whether or not covered by insurance, since
the Balance Sheet Date, which change, loss or damage materially affects or
impairs the ability of the Company to conduct its business; and American shall
have received a certificate signed by the Stockholders dated the Closing Date to
such effect.

     10.6 Due Diligence. American shall have completed and shall be satisfied
with, its due diligence review of the business, operations, assets, prospects
and condition, financial and otherwise, of the Company.

     10.7 Stockholders Release. Each of the Stockholders shall have delivered to
American an instrument dated the Closing Date, in form and substance
satisfactory to American, releasing the Company from any and all claims of the
Stockholders against the Company.

     10.8 Escrow Agreement. The Escrow Agreement shall have executed and
delivered to American by each of the Stockholders and First Interstate Bank
Oregon, N.A.

     10.9 Employment Agreements. Michael T. Marsh and Trace Skeen shall have
executed and delivered to American and the Company Employment Agreements in
substantially the forms of Annexes III-A and III-B hereto, respectively.


                                      -21-



     10.10 Consulting Agreement. Dennis H. Marsh shall have executed and
delivered to American and the Company a Consulting Agreement in substantially
the form of Annex IV hereto.

     10.11 Environmental Reports. Dennis H. Marsh shall have furnished to
American environmental audit reports with respect to the properties listed on
Schedule 10.11 (the "Properties") in form and substance satisfactory to
American.

     10.12 Durable Medical Division. The Company shall have declared and paid to
the Stockholders a cash dividend in the aggregate amount of $200,000, which will
be paid to the Company as a down payment of the purchase price for the purchase
of assets of the Company's Durable Medical Division, as described in this
Section 10.12. Marsh Medical Services, Inc., shall have, in compliance with all
applicable laws, purchased from the Company the assets and assumed the
liabilities of the Company's Durable Medical Division described on Schedule
10.12 at a purchase price equal to the amount shown on Schedule 10.12 as the
"Net assets withdrawn." The net worth of the Company as a result of such
transactions shall not have been reduced by more than $200,000. American shall
have received a certificate to these effects dated the Closing Date signed by
each of the Stockholders.

     10.13 Related Transactions. All existing leases, agreements and
arrangements between the Company and any Stockholder or any affiliate of a
Stockholder shall either have been canceled or the terms thereof shall have been
renegotiated on a basis no less favorable to the Company than would be the case
if such transaction had been effected with an unrelated third-party.

     10.14 Opinion of Counsel. American shall have received an opinion from
Miller, Nash, Wiener, Hager & Carlsen, counsel to the Stockholders, dated the
Closing Date, in form and substance satisfactory to American.

     10.15 Consents and Approvals. All necessary consents of, and filings with,
any governmental authority or agency and any other person or entity relating to
the consummation of the Merger and the transactions contemplated hereby shall
have been obtained and made.

     10.16 Additional Liabilities and Obligations. The Stockholders shall have
delivered to American a schedule, dated the Closing Date, updating the
information on Schedule 6.10 as of the Closing Date.

     10.17 Additional Contracts. The Stockholders shall have delivered to
American a schedule, dated the Closing Date, showing all material contracts and
agreements of the type required to be set forth on Schedule 6.14, together with
copies thereof, entered into by Company since the date of Schedule 6.14.

     10.18 Repayment of Indebtedness. Prior to the Closing Date, the
Stockholders shall have repaid the Company in full all amounts owing to the
Company by them.

     10.19 Documents Relating to Termination of S Corporation Status. The
Stockholders shall have delivered to American the documents described in Section
6.22(a) relating to the


                                      -22-



termination of the Company's status as an S corporation in proper form for
filing with appropriate federal tax authorities.

11.  COVENANTS AFTER CLOSING.

     11.1 Release from Guarantees. After the Closing, American shall use its
reasonable efforts to have Dennis H. Marsh and Gwen Marsh released from the
personal guarantees specified on Schedule 11.1 of indebtedness of the Company.
In the event that American cannot obtain a release for any such guarantee within
the 120 day period following the Closing, American shall pay off or otherwise
refinance or retire the indebtedness related to such guarantee and, with respect
to each month (or portion thereof) after such 120-day period until such
guarantee is released or such indebtedness is repaid, shall pay Dennis H. Marsh
a monthly guarantor's fee at the rate of 1.5% of the average daily balance of
such indebtedness outstanding during the preceding month. Such fee shall be paid
on the first day of each month and shall be prorated for partial months.

     11.2 Payment of Taxes. The Stockholders shall pay by April 15, 1993, and
shall at all times indemnify and hold American and the Surviving Corporation
harmless with respect to, all income tax liabilities (including penalties and
interest) resulting from the termination of the Company's status as an S
corporation and from the Company's use of the cash method of accounting for tax
purposes and from the Company's change from the cash method of accounting for
income tax purposes to the accrual method of accounting for income tax purposes.

     11.3 Filing Final Tax Return. American shall cause the Surviving Company to
file an accurate and complete final S corporation tax return for the Company as
of December 31, 1992.

12.  INDEMNIFICATION.

     The provisions of this Agreement relating to the parties' indemnification
obligations with respect to certain matters are set forth in Exhibit 12 hereto,
which is incorporated by reference herein as if fully set forth herein.

13.  TERMINATION OF AGREEMENT.

     13.1 Termination. This Agreement may be terminated at any time prior to the
Effective Time:

          (a) by mutual consent of the parties hereto;

          (b) by the Stockholders and the Company or by American and Newco if
     the Closing shall not have been consummated on or prior to January 31,
     1993, or such later date, if any, as American and the Stockholders may
     agree upon writing; and

          (c) by the Stockholders and the Company, on the one hand or by
     American and Newco, on the other hand, in the event of a material breach or
     default by the other parties hereto of any provision of this Agreement and,
     in the case of a breach or default that is capable of being cured,
     continuation of such breach or default for a period of 15


                                      -23-



     days (but not later than January 31, 1993) after written notice thereof
     shall have been given to the breaching party.

     13.2 Liabilities in Event of Termination. The termination of this Agreement
will in no way limit any obligation or liability of any party based on or
arising from a breach or default by such party with respect to any of his or its
representations, warranties, covenants or agreements contained in this
Agreement. The provision of this Section 13 and of Sections 8.5, 15 and 17.5
shall survive the termination of this Agreement.

14.  NONCOMPETITION.

     14.1 Prohibited Activities. The Stockholders agree that they shall not:

          (i) for the period of five years following the Closing Date in the
     case of Dennis H. Marsh and the period of three years following the Closing
     Date in the case of Michael T. Marsh, establish, enter into, be employed by
     or for, advise, consult with or become an owner in part of, any company,
     partnership, corporation or other entity or venture that engages in the
     business of, or in any way engage in the business (for himself or others
     whether as an officer, director, shareholder, owner, partner, joint
     venturer, employee, independent contractor, consultant, advisor or
     representative), of providing ambulance services or pre-hospital care and
     medical or handicapped transportation, (A) in the case of Dennis H. Marsh,
     within 100 miles of any location in which the Company, American or any of
     their respective subsidiaries conducts business as of the Closing Date or
     (B) in the case of Michael T. Marsh, within 100 miles of any location in
     which the Company (or any subsidiary of the Company) or any other
     subsidiary of American for which he has served as an employee or provided
     significant on-site services conducts or has conducted business. (For
     purposes of this Article 14 the geographic region that applies to Dennis H.
     Marsh and Michael T. Marsh, as the case may be, is referred to as the
     "Territory");

          (ii) for a period of five years following the Closing Date in the case
     of Dennis H. Marsh and the period of three years following the Closing Date
     in the case of Michael T. Marsh, call upon any person who is, at that time,
     employed by American or the Surviving Corporation, or any of their
     respective subsidiaries for the purpose or with the intent of enticing such
     employee away from or out of the employ of American or the Company or any
     of their respective subsidiaries;

          (iii) for a period of five years following the Closing Date in the
     case of Dennis H. Marsh and the period of three years following the Closing
     Date in the case of Michael T. Marsh, call upon any person or entity which
     is, at that time, or which has been, within one year prior to that time, a
     customer of American, the Company or the Surviving Corporation or any of
     their respective subsidiaries within the Territory for the purpose of
     soliciting or selling medical transportation services;

          (iv) for a period of five years following the Closing Date in the case
     of Dennis H. Marsh and the period of three years following the Closing Date
     in the case of Michael T. Marsh, call upon any prospective acquisition
     candidate, on their own behalf or on


                                      -24-



     behalf of any competitor, which candidate was either called upon by any
     Stockholder or for which any Stockholder made an acquisition analysis for
     himself or for American or the Company; or

          (v) for a period of five years following the Closing Date in the case
     of Dennis H. Marsh and the period of three years following the Closing Date
     in the case of Michael T. Marsh, disclose the Surviving Corporation's
     customers, whether in existence or proposed, to any person, firm,
     partnership, corporation or business for any reason or purpose whatsoever
     unless otherwise publicly known through no fault of either Stockholder.

     Notwithstanding the above, the foregoing covenant shall not be deemed to
prohibit the Stockholders from acquiring as an investment not more than one
percent of the capital stock of a competing business, whose stock is traded on a
national securities exchange or over-the-counter.

     14.2 Damages. Because of the difficulty of measuring economic losses to
American and the Company as a result of the breach of the foregoing covenant,
and because of the immediate and irreparable damage that would be caused to
American and the Company for which they would have no other adequate remedy, the
Stockholders agree that, in the event of a breach by them of the foregoing
covenant, the covenant may be enforced by American or the Company by injunctions
and restraining orders.

     14.3 Reasonable Restraint. It is agreed by the parties that the foregoing
covenants in this Section 14 impose a reasonable restraint on the Stockholders
in light of the activities and business of the Company on the date of the
execution of this Agreement and the future plans of the Company.

     14.4 Severability; Reformation. The covenants in this Section 14 are
severable and separate, and the unenforceability of any specific covenant shall
not affect the provisions of any other covenant. Moreover, in the event any
court of competent jurisdiction shall determine that the scope, time or
territorial restrictions set forth are unreasonable, then it is the intention of
the parties that such restrictions be enforced to the fullest extent which the
court deems reasonable, and the Agreement shall thereby be reformed.

     14.5 Independent Covenant. All of the covenants in this Section 14 shall be
construed as an agreement independent of any other provision of this Agreement,
and the existence of any claim or cause of action of the Stockholders against
the Company or American, whether predicated on this Agreement or otherwise,
shall not constitute a defense to the enforcement by American or the Company of
such covenants. It is specifically agreed that the period of five years stated
above, shall be computed by excluding from such computation any time during
which the Stockholders are in violation of any provision of this Section 14 and
any time during which there is pending in any court of competent jurisdiction
any action (including any appeal from any judgment) brought by any person,
whether or not a party to this Agreement, in which action American or the
Company seeks to enforce the agreements and covenants of the Stockholders or in
which any person contests the validity of such agreements and covenants or their
enforceability or seeks to avoid their performance or enforcement.


                                      -25-



     14.6 Materiality. The Stockholders acknowledge and agree that the covenants
set forth in this Section 14 are a material and substantial part of this
transaction.

15.  NONDISCLOSURE OF CONFIDENTIAL INFORMATION.

     15.1 Stockholders. The Stockholders recognise and acknowledge that they had
in the past, currently have, and in the future may possibly have, access to (a)
certain confidential information of the Company, such as lists of customers,
operational policies, and pricing and cost policies that are valuable, special
and unique assets of the Company, and (b) certain confidential information about
American and its subsidiaries. The Stockholders agree that they will not use
such confidential information for their own benefit or disclose such
confidential information to any person, firm, corporation, association or other
entity for any purpose or reason whatsoever, except to authorized
representatives of American, unless such information becomes known to the public
generally through no fault of the Stockholders or unless such Stockholders are
required by law to disclose such information. If the Stockholders are requested
to provide such information pursuant to requirements of applicable law, they
shall notify American as promptly as possible and shall allow American the
opportunity to oppose such request. In the event of a breach or threatened
breach by the Stockholders of the provisions of this Section, American and the
Company shall be entitled to an injunction restraining the Stockholders from
disclosing, in whole or in part, such confidential information. Nothing herein
shall be construed as prohibiting American and the Company from pursuing any
other available remedy for such breach or threatened breach, including the
recovery of damages.

     15.2 American. American recognizes and acknowledges that it has in the
past, currently has, and prior to the Closing Date will have, access to certain
confidential information of the Company, such as lists of customers, operational
policies, pricing and cost policies that are valuable, special and unique assets
of the Company. This confidential information has been provided to American and
its representatives for the purpose of evaluation the transactions contemplated
by this Agreement. American agrees that without the prior written consent of the
Stockholders prior to the Closing and following any termination of this
Agreement, it will not use such confidential information other than for the
purposes for which it has been provided and will not disclose such confidential
information to any person, firm, corporation, association, or other entity for
any purpose or reason whatsoever, unless such information becomes known to the
public generally through no fault of American or unless American is required by
law or the requirements of the New York Stock Exchange to disclose such
information. In the event that American is required to provide such information
pursuant to the requirements of applicable law (other than disclosure
requirements) it shall notify Dennis H. Marsh, acting on behalf of the Company
and the Stockholders, as promptly as possible and shall allow Dennis H. Marsh,
acting on behalf of the Company and the Stockholders, the opportunity to oppose
such request. In the event of a breach or threatened breach by American of the
provisions of this Section, the Stockholders shall be entitled to an injunction
restraining American from disclosing, in whole or in part, such confidential
information. Nothing contained herein shill be construed as prohibiting the
Stockholders from pursuing any other available remedy for such breach or
threatened breach, including the recovery of damages.

     15.3 Damages. Because of the difficulty of measuring economic losses as a
result of the breach of the foregoing covenants, and because of the immediate
and irreparable damage that


                                      -26-



would be caused for which they would have no other adequate remedy, American,
Newco, the Company and the Stockholders agree that, in the event of a breach by
any of them of the foregoing covenant, the covenant may be enforced against them
by injunctions and restraining orders.

16.  FEDERAL SECURITIES ACT AND RESTRICTIONS ON THE SHARES.

     The Stockholders acknowledge that the Shares will not be registered for
resale under the Act or under any state securities laws and may not be resold or
otherwise transferred except pursuant to an effective registration, statement
under the Act or in accordance with Rule 145 promulgated thereunder and in
accordance with applicable state securities laws. The certificates evidencing
the Shares will bear the following legend:

     THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED FOR RESALE UNDER THE
     SECURITIES ACT OF 1933, AS AMENDED, OR UNDER APPLICABLE STATE SECURITIES
     LAWS AND MAY ONLY BE SOLD OR OTHERWISE TRANSFERRED IF THE HOLDER HEREOF
     REPRESENTS IN WRITING TO AMERICAN MEDICAL RESPONSE, INC. THAT HE AGREES TO
     COMPLY WITH RESALE LIMITATIONS UNDER APPLICABLE SECURITIES LAWS WITH
     RESPECT TO SUCH TRANSFERS.

     In connection with any request by a Stockholder to remove the legend above
with respect to any Shares for sale pursuant to Rule 145, such Stockholder shall
deliver to American a representation letter with respect to such Shares in the
form of Annex V attached hereto properly executed by such Stockholder. American
shall instruct its transfer agent to remove such legend with respect to such
Shares promptly after receipt by American of such letter.

     16.1 Sophistication. The Stockholders represent and warrant to, and
covenant with, American as follows:

          (a) the Stockholders have been provided as much time and opportunity
     as they deemed appropriate to review and study the Prospectus and to
     consult with American regarding the merits and risks of the transactions
     contemplated by this Agreement;

          (b) the Stockholders have each had adequate opportunity to ask
     questions of and receive answers from the officers of American. concerning
     any and all matters pertaining to the transactions referred to in the
     Prospectus which they deemed appropriate, including, without limitation,
     the background and experience of such officers and the Board of Directors
     of American and the current conduct and status of and prospects of
     American's business;

          (c) the Stockholders have each in fact asked of American's officers
     any and all questions of the nature described in clause (b) above which
     they have desired to ask, and all such questions have been answered to the
     satisfaction of the Stockholders;


                                      -27-



          (d) the Stockholders are the true parties in interest and are not
     acquiring any of the Shares for the benefit of any other person or entity;

          (e) the Shares are being acquired by each Stockholder for his own
     account for investment and is not being acquired with a view to the resale,
     redistribution, subdivision or fractionalization thereof in violation of
     applicable law;

          (f) each Stockholder has such knowledge and experience in financial
     and business matters and investments in general that he is capable of
     evaluating the merits and risks of the ownership of the Shares;

          (g) each Stockholder understands that the Shares that he will receive
     cannot be readily sold without compliance applicable state and federal
     securities laws; and

          (h) each Stockholder will deliver to American notice any intention to
     resell any Shares in order to afford American the opportunity to advise
     such Stockholders with respect to applicable procedural requirements.

     16.2 Registration Rights.

          (a) During the three month period following the Closing Date, Dennis
     H. Marsh may, by written notice furnished to American, request that
     American register for his account under the Act all or a specified portion
     of the Shares held by him. After receipt of such written notice, American
     shall use its reasonable efforts to prepare and file a registration
     statement with respect to such Shares with the SEC and cause such
     registration statement to become effective within the 90 day period
     following American's receipt of such notice and to use its reasonable
     efforts to cause such registration statement to remain effective for a
     period of at least 60 days (or such shorter period during which Dennis H.
     Marsh shall have sold all Shares which he requested to be registered) and
     shall use its best efforts to register and qualify the Shares covered by
     such registration statement under applicable state securities laws as
     Dennis H. Marsh shall reasonably request for the distribution of such
     Shares.

          (b) In connection with such registration, Dennis H. Marsh shall
     furnish to American such information regarding him and the distribution of
     Shares held by him as American may from time to time request, and Dennis H.
     Marsh agrees to indemnify and hold harmless American, its directors,
     officers and any person who controls American within the meaning of Section
     15 of the Act against any and all losses, claims, damages and liabilities
     (or action in respect thereof) relate to statements or omissions made in
     such registration statement, any prospectus included therein, or amendments
     to such registration statement or any such prospectus, in reliance upon
     such information provided by Dennis H. Marsh and agrees to reimburse each
     such person for any reasonable legal or other expenses incurred by such
     person in connection with investigating or defending any such loss, claim,
     damage, liability or action. This indemnity agreement will be in addition
     to any liability that Dennis H. Marsh may otherwise have.

          (c) American agrees to indemnity and hold harmless Dennis H. Marsh
     against any and all losses, claims, damages, and liabilities to which
     Dennis H. Marsh may


                                      -28-



     become subject under the Act or otherwise, insofar as such losses, claims,
     damages, or liabilities (or actions in respect thereof) arise out of or are
     based upon any untrue statement or alleged untrue statement of a material
     fact contained in the registration statement for the registration of the
     Shares, or in the prospectus included therein, or arise out of or are based
     upon the omission or alleged omission to state therein a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading, and agrees to reimburse Dennis H. Marsh, for any reasonable
     legal or other expense incurred by him in connection with investigating or
     defending any such loss, claim, damage, liability, or action; provided,
     however, that American will not be liable in any such case to the extent
     that any such loss, claim, damage, or liability arises out of or is based
     upon any such untrue statement or alleged untrue statement or omission or
     alleged omission made therein in reliance upon and in conformity with
     information furnished to American by or on behalf of Dennis H. Marsh for
     use in connection with the preparation thereof. This indemnity agreement
     will be in addition to any liability that American may otherwise have.
     American also agrees, in the case of an underwritten public offering
     effected pursuant to this Section 16.2, to provide customary
     indemnification to the underwriters of such offering.

          (d) All expenses incurred in connection with registration pursuant to
     Section 16.2(a), including without limitation, registration and filing
     fees, printing costs, and legal fees and expenses of Dennis H. Marsh (but
     excluding underwriting discounts and commissions), shall be borne by
     American; provided, however, that American shall not be required to pay
     more than an aggregate of $1,250 of such legal fees.

     16.3 Availability of Rule 145. American shall not be obligated to register,
or to keep a registration statement in effect pursuant to Section 16.2 with
respect to, Shares held by Dennis H. Marsh at any time when the aggregate number
of Shares then held by him is not more than the number of Shares that may be
sold by him at the time within the volume limitations of Rule 145 relating
solely to the number of Shares outstanding promulgated under the Act.

17.  GENERAL.

     17.1 Cooperation. The Stockholders and American shall each deliver or cause
to be delivered to the other on the Closing Date, and at such other times and
places as shall be reasonably agreed to, such additional instruments as the
other may reasonably request for the purpose of consummating the transactions
contemplated by this Agreement. The Stockholders will cooperate and use their
reasonable efforts to have the present officers, directors and employees of the
Company cooperate with American and the Surviving Corporation on and after the
Closing Date in furnishing information, evidence, testimony and other assistance
in connection with any actions, proceedings, arrangements or disputes of any
nature with respect to matters pertaining to all periods prior to the Closing
Date.

     17.2 Successors and Assigns. This Agreement and the rights of the parties
hereunder may not be assigned (except by operation of law) and shall be binding
upon and shall inure to the benefit of the parties hereto, their successors and
permitted assigns of American, and the heirs and legal representatives of the
Stockholders.


                                      -29-



     17.3 Entire Agreement. This Agreement (including the schedules and annexes
attached hereto) and the documents and instruments delivered pursuant hereto
constitute the entire agreement and understanding between the Stockholders, the
Company, American and Newco and supersede any prior agreement and understanding
relating to the subject matter of this Agreement. This Agreement may be modified
or amended only by a written instrument executed by the Stockholders and on
behalf of the Company, American, and Newco by their respective duly authorized
officers.

     17.4 Counterparts. This Agreement may be executed in any number of
counterparts which together shall constitute one instrument.

     17.5 Expenses.

          (a) American will (i) pay the fees and expenses of its independent
     public accountants for their audit and review referred to in Section 10.4,
     if the Merger is consummated and such audit and review does no disclose a
     material adverse change in either the amount of stockholders' equity or the
     amount of operating income of the Company from that reflected on the
     financial statements furnished by the Company to American (other than
     changes previously disclosed to American in writing) and (ii) pay the other
     fees, expenses and disbursements of American and Newco and their agents,
     representatives, accountants and counsel incurred in connection with the
     subject matter of this Agreement and any amendments hereto, whether or not
     the Merger is consummated. For purposes of clause (i) of this Section 17.5,
     the term "material" means, with respect to an adverse change, an adverse
     change of $100,000 or more.

          (b) If the Merger is consummated, (i) the Company will pay all of the
     fees, expenses and disbursements of the Company and the Stockholders and
     their respective agents, representatives, accountants and counsel incurred
     on or before November 19, 1992, in connection with the subject matter of
     this Agreement and all of the legal and accounting costs incurred by the
     Company in the ordinary course of business and (ii) the Stockholders will
     pay the fees, expenses and disbursements of the Company and the
     Stockholders and their respective agents, representatives, accountants and
     counsel incurred after November 19, 1992, in connection with the subject
     matter of this Agreement and any amendments hereto and all other costs and
     expenses incurred in the performance and compliance with all conditions to
     be performed by the Stockholders and the Company under this Agreement,
     including the cost of the environmental audits referred to in Section
     10.11. If the Merger is not consummated, the fees and expenses described in
     the first sentence of this Section 17.5(b) shall be borne by the Company or
     the Stockholders, as they may determine. Whether or not the Merger is
     consummated, the Stockholders will pay the fees and expenses of American's
     independent public accountants for their audit and review referred to in
     Section 10.4 if American is not required to pay such fees and expenses
     pursuant to clause (a)(i) of this Section 17.5.

     17.6 Notices. All notices of communication required or permitted hereunder
shall be in writing. Any notice, demand or other communication given under this
Agreement shall be deemed to be given if given in writing (including telex,
telecopy or similar transmission) addressed as provided below (or at such other
address as the


                                      -30-



addressee shall have specified by notice actually received by the addressor) and
if either (a) actually delivered in fully legible for, to such address
(evidenced in the case of a telex by receipt of the correct answerback) or (b)
in the case of a letter, five days shall have elapsed after the same shall have
been deposited in the United States mails, with first-class postage prepaid and
registered or certified.

     If to American or Newco, addressed to them at:

          67 Batterymarch Street
          Suite 300
          Boston, Massachusetts 02110
          Attention: President

     with a copy to:

          Ropes & Gray
          One International Place
          Boston, Massachusetts 02110-2624
          Attention: Keith F. Higgins, Esq.

     If to the Stockholders, addressed to them at:

          Dennis H. Marsh
          1270 High Street
          Gladstone, Oregon 97027-1619

          Michael T. Marsh
          980 Cornell Avenue
          Gladstone, Oregon 97027-1619

     with a copy to:

          Miller, Nash Wiener, Hager & Carlsen
          111 S.W. Fifth Avenue
          Portland, Oregon 97204-3699
          Attention: J. Franklin Cable, Esq.

     17.7 Governing Law. This Agreement shall be construed in accordance with
the laws of the State of Oregon.

     17.8 Survival of Representation and Warranties. The representations,
warranties, covenants and agreements of the parties made herein and at the time
of the Closing or in writing delivered pursuant to the provisions of this
Agreement shall survive the consummation of the transactions contemplated hereby
for such periods as are specified in Exhibit 12 and any examination on behalf of
the parties.

     17.9 Exercise of Rights and Remedies. Except as otherwise provided herein,
no delay of or omission in the exercise of any right, power or remedy accruing
to any


                                      -31-



party as a result of any breach or default by any other party under this
Agreement shall impair any such right, power or remedy, nor shall it be
construed as a waiver of or acquiescence in any such breach or default, or of
any similar breach or default occurring later; nor shall any waiver of any
single breach or default be deemed a waiver of any other breach or default
occurring before or after that waiver.

     17.10 Time. Time is of the essence of this Agreement.

     17.11 Reformation and Severability. In case any provision of this Agreement
shall be invalid, illegal or unenforceable, it shall, to the extent possible, be
modified in such manner as to be valid, legal and enforceable but so as to most
nearly retain the intent of the parties, and if such modification is not
possible, such provision shall be severed from this Agreement, and in either
case the validity, legality and enforceability of the remaining provisions of
this Agreement shall not in any way be affected or impaired thereby.


                                      -32-



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

                                        AMERICAN MEDICAL RESPONSE, INC.


                                        By: /s/ x
                                            ------------------------------------
                                        Title: President


                                        BMS ACQUISITION, INC.


                                        By: /s/ x
                                            ------------------------------------
                                        Title: Vice President


                                        BUCK MEDICAL SERVICES, INC.


                                        By: /s/ x
                                            ------------------------------------
                                        Title: President


                                        Stockholders of Buck Medical Services,
                                        Inc.


                                        /s/ Dennis H. Marsh
                                        ----------------------------------------
                                        Dennis H. Marsh


                                        /s/ Michael T. Marsh
                                        ----------------------------------------
                                        Michael T. Marsh



                          LIST OF ANNEXES AND SCHEDULES



Annex No.          Description
- ---------          -----------
                
Annex I            Articles of Merger
Annex II           Form of Escrow Agreement
Annex III-A        Form of Employment Agreement for Michael T. Marsh
Annex III-B        Form of Employment Agreement for Trace Skeen
Annex IV           Form of Consulting Agreement
Annex V            Form of Representation Letter

Schedule No.       Description

Schedule 3.1(c)    Merger Consideration
Schedule 6.1       Certified Copies of Articles of Incorporation and By-laws of
                   the Company
Schedule 6.3       Consents
Schedule 6.4       Ownership of Company Stock
Schedule 6.5       Transactions in Capital Stock
Schedule 6.7       Equity Interests
Schedule 6.8       Predecessor Status, etc.
Schedule 6.9       Financial Statements
Schedule 6.10      Liabilities and Obligations
Schedule 6.11      Accounts and Notes Receivable
Schedule 6.12      Permits and Intangibles
Schedule 6.13      Real and Personal Property
Schedule 6.14      Material Contracts and Commitments
Schedule 6.15      Labor Matters
Schedule 6.17(a)   Insurance
Schedule 6.17(b)   Certain Exceptions
Schedule 6.18      Compensation
Schedule 6.19      Employee Benefit Plans
Schedule 6.22      Taxes
Schedule 6.24      Governmental Contracts
Schedule 6.25      Absence of Changes
Schedule 6.26      Deposit Accounts; Powers of Attorney
Schedule 6.27      Environmental Matters
Schedule 6.28      Underground Storage Tanks
Schedule 8.3(e)    Permitted Capital Expenditures
Schedule 8.3(g)    Permitted Liens
Schedule 8.3(h)    Permitted Dispositions of Property
Schedule 10.11     Specified Leased Properties
Schedule 10.12     Assets and Liabilities of Durable Medical Division
Schedule 10.1      Specified Personal Guarantees






Exhibit      Description
- -------      -----------
          
Exhibit 12   Certain Indemnification Obligations




Schedule 3.1(c)

Merger Consideration



                   Value of American
                      Common Stock        Cash       Escrow
                   -----------------   ----------   --------
                                           
Dennis H. Marsh        $2,165,000      $4,650,000   $725,000

Michael T. Marsh          135,000         100,000     25,000
                       ----------      ----------   --------
   TOTAL               $2,300,000      $4,750,000   $750,000
                       ==========      ==========   ========




                                                       THIS SPACE FOR OFFICE USE

Submit the original Corporation Division - Business Registry and one true copy

$10.00

Survivor's Registry Number:

083500-19
ARTICLES OF MERGER
Business and/or Nonprofit Corporations

PLEASE TYPE LEGIBLY IN BLACK INK

1.   Names of the corporations proposing to merge:

     A.   Buck Medical Services, Inc.

     B.   A.A. Ambulance Service of Portland, Inc.

2.   Name of the surviving corporation:

          Buck Medical Services, Inc.

3.   A copy of the plan of merger is attached.

4.   Corporation A - check the appropriate statement:

     [ ]  Shareholder/membership was not required. The plan approved by a
          sufficient vote of the board of directors.

     [X]  Shareholder/membership approval was required. The vote was as follows:

                                                                                  
If Corporation A is   Class(es)          Number of shares    Number of votes   Number of votes   Number of votes
a business            entitled to vote   outstanding         entitled to be    cast for          cast against
corporation                                                  cast

                      Common             100                 100               100               0

If Corporation A is   Class(es) or       Number of members   Number of votes   Number of votes   Number of votes
a nonprofit           series of shares   entitled to votes   entitled to be    cast for          cast against
corporation                                                  cast



Corporation B - check the appropriate statement:

     [ ]  Shareholder/membership was not required. The plan approved by a
          sufficient vote of the board of directors.

     [X]  Shareholder/membership approval was required. The vote was as follows:



                                                                                  
If Corporation B is   Class(es) or       Number of members   Number of votes   Number of votes   Number of votes
a business            series of shares   entitled to vote    entitled to be    cast for          cast against
corporation                                                  cast

                      Common             100                 100                100                 0

If Corporation B is   Class(es)          Number of shares    Number of votes   Number of votes   Number of votes
a nonprofit           entitled to vote   outstanding         entitled to be    cast for          cast against
corporation                                                  cast



                                                   

Execution for
Corporation     /s/ David Trace Skeen
Surviving       ---------------------   David Trace Skeen   President
Corporation           Signature            Printed Name       Title



                                                
Person to contact about this filing:   Linda S. Day   (617) 951-7459
                                       Name           Daytime phone number



MAKE CHECKS PAYABLE TO THE CORPORATION DIVISION.
(11/93)



PLAN OF MERGER

This Plan of Merger is made as of the 28 day of August, 1995 between Buck
Medical Services, Inc., an Oregon corporation ("Buck"), and A.A. Ambulance
Service of Portland, Inc., an Oregon corporation ("Merging Corporation"). Each
of Buck and Merging Corporation agrees as follows:

1. At the Effective Time (as defined in Section 5 below), Merging Corporation
shall be merged with and into Buck pursuant this Plan of Merger and the
provisions of the Oregon Business Corporation Act. The separate existence of
Merging Corporation shall cease upon effectiveness of the merger and thereupon
Merging Corporation and Buck shall be a single corporation (the "Surviving
Corporation").

2. All shares of stock of Merging Corporation shall be cancelled as of the
Effective Time. There shall be no distribution of cash to, or conversion of
shares of, Merging Corporation pursuant to this Plan of Merger. All shares of
Buck will be converted into an equal number of shares of the Surviving
Corporation.

3. The Articles of Incorporation of Buck as in effect immediately prior to the
Effective Time shall be the Articles of Incorporation of the Surviving
Corporation and shall continue in full force and effect until amended in the
manner prescribed by the Oregon Business Corporation Act.

4. The Board of Directors and the proper officers of Merging Corporation and
Buck, respectively, are authorized and directed to execute and deliver all
documents, papers and instruments and to take all such action necessary or
desirable to evidence or carry out the provisions of this Plan of Merger.

5. The merger shall take effect on September 1, 1995 (the "Effective Date").

6. The merger shall have the effect set forth in the Oregon Business Corporation
Act.

     IN WITNESS WHEREOF the undersigned have executed this Plan of Merger this
28 day of August, 1995.

BUCK MEDICAL SERVICES, INC.


By: /s/ X
    ---------------------------------
    President


A.A. AMBULANCE SERVICE OF PORTLAND, INC.


By: /s/ X
    ---------------------------------
    President



                                                  THIS SPACE FOR OFFICE USE ONLY

Submit the original   Corporation Division - Business Registry
and one true copy     Public Service Building
$10.00                255 Capitol Street NE, Suite 151
                      Salem, OR 97310-1327
                      (503) 966-2200 Facsimile (503) 378-4361

Registry Number:

083500-19

ARTICLES OF AMENDMENT
By Incorporators, Directors or Shareholders

PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK

1.   Name of the corporation prior to amendment:

     Buck Medical Services, Inc.

2.   State the article number(s) and set forth the article(s) as it is amended
     to read or attach a separate sheet.
     Article I -- The name of the corporation shall be American Medical Response
     Northwest, Inc.

3.   The amendment(s) was adopted on February 1, 1996. (If more than one
     amendment was adopted, identify the date of adoption of each amendment.)

4.   Check the appropriate statement:

     [X]  Shareholder action was required to adopt the amendment(s). The vote
          was as follows:



Class or series of   Number of shares     Number of votes     Number of votes   Number of votes
shares                  outstanding     entitled to be cast       cast for        cast against
- ------------------   ----------------   -------------------   ---------------   ---------------
                                                                    
Common                      100                 100                 100


     [ ]  Shareholder action was not required to adopt the amendment(s). The
          amendment(s) was adopted by the board of directors without shareholder
          action.

     [ ]  The corporation has not issued any shares of stock. Shareholder action
          was not required to adopt the amendment(s). The amendment(s) was
          adopted by the incorporators or by the board of directors.




Execution: /s/ Mark V. Gregg
           -----------------   Mark V. Gregg,   Vice President
           Signature           Printed Name     Title

                                                     
Person to contact about this filing: J. Terrence Bittner   (503) 228-5626
                                     Name                  Daytime phone number



MAKE CHECKS PAYABLE TO THE CORPORATION DIVISION OR INCLUDE YOUR VISA OR
MASTERCARD NUMBER AND EXPIRATION DATE _____-_____-_____-_____ ___/__. SUBMIT THE
COMPLETED FORM AND FEE TO THE ABOVE ADDRESS OR FAX TO (503) 378-4381.

EX-3.17

                                                                    Exhibit 3.17

                                     BY-LAWS

                                       OF

                               THE SUBSIDIARIES OF

                         AMERICAN MEDICAL RESPONSE, INC.

                  Section 1. LAW, CERTIFICATE OF INCORPORATION
                                   AND BY-LAWS

     1.1. These by-laws are subject to the certificate of incorporation of the
corporation. In these by-laws, references to law, the certificate of
incorporation and by-laws mean the law, the provisions of the certificate of
incorporation and the by-laws as from time to time in effect.

                             Section 2. STOCKHOLDERS

     2.1. Annual Meeting. The annual meeting of stockholders shall be held at
10:00 am on the second Tuesday in May in each year, unless that day be a legal
holiday at the place where the meeting is to be held, in which case the meeting
shall be held at the same hour on the next succeeding day not a legal holiday,
or at such other date and time as shall be designated from time to time by the
board of directors and stated in the notice of the meeting, at which they shall
elect a board of directors and transact such other business as may be required
by law or these by-laws or as may properly come before the meeting.

     2.2. Special Meetings. A special meeting of the stockholders may be called
at any time by the chairman of the board, if any, the president or the board of
directors. A special meeting of the stockholders shall be called by the
secretary, or in the case of the death, absence, incapacity or refusal of the
secretary, by an assistant secretary or some other officer, upon application of
a majority of the directors. Any such application shall state the purpose or
purposes of the proposed meeting. Any such call shall state the place, date,
hour, and purposes of the meeting.

     2.3. Place of Meeting. All meetings of the stockholders for the election of
directors or for any other purpose shall be held at such place within or without
the state of incorporation as may be determined from time to time by the
chairman of the board, if any, the president or the board of directors. Any
adjourned session of any meeting of the stockholders shall be held at the place
designated in the vote of adjournment.

     2.4. Notice of Meetings. Except as otherwise provided by law, a written
notice of each meeting of stockholders stating the place, day and hour thereof
and, in the case of a special meeting, the purposes for which the meeting is
called, shall be given not less then ten nor more than sixty days before the
meeting, to each stockholder entitled to vote thereat, and to each stockholder
who, by law, by the certificate of incorporation or by these by-laws, is
entitled to notice, by leaving such notice with him or at his residence or usual
place of business, or by depositing it in the United States mail, postage
prepaid, and addressed to such stockholder at his address as it appears in the
records of the corporation. Such



notice shall be given by the secretary, or by an officer or person designated by
the board of directors, or in the case of a special meeting by the officer
calling the meeting. As to any adjourned session of any meeting of stockholders,
notice of the adjourned meeting need not be given if the time and place thereof
are announced at the meeting at which the adjournment was taken except that if
the adjournment is for more than thirty days or if after the adjournment a new
record date is set for the adjourned session, notice of any such adjourned
session of the meeting shall be given in the manner heretofore described. No
notice of any meeting of stockholders or any adjourned session thereof need be
given to a stockholder if a written waiver of notice, executed before or after
the meeting or such adjourned session by such stockholder, is filed with the
records of the meeting or if the stockholder attends such meeting without
objecting at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any meeting of the stockholders or any
adjourned session thereof need be specified in any written waiver of notice.

     2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as
to any matter shall consist of a majority of the votes entitled to be cast on
the matter, except where a larger quorum is required by law, by the certificate
of incorporation or by these by-laws. Any meeting may be adjourned from time to
time by a majority of the votes properly cast upon the question, whether or not
a quorum is present. If a quorum is present at an original meeting, a quorum
need not be present at an adjourned session of that meeting. Shares of its own
stock belonging to the corporation or to another corporation, if a majority of
the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the corporation, shall neither
be entitled to vote nor be counted for quorum purposes; provided, however, that
the foregoing shall not limit the right of any corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

     2.6. Action by Vote. When a quorum is present at any meeting, a plurality
of the votes properly cast for election to any office shall elect to such office
and a majority of the votes properly cast upon any question other than an
election to an office shall decide the question, except when a larger vote is
required by law, by the certificate of incorporation or by these by-laws. No
ballot shall be required for any election unless requested by a stockholder
present or represented at the meeting and entitled to vote in the election.

     2.7. Action without Meetings. Unless otherwise provided in the certificate
of incorporation, any action required or permitted to be taken by stockholders
for or in connection with any corporate action may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the corporation by
delivery to its registered office in the state of incorporation by hand or
certified or registered mail, return receipt requested, to its principal place
of business or to an officer or agent of the corporation having custody of the
book in which proceedings of meetings of stockholders are recorded. No written
consent shall be effective to take the corporate action referred to therein
unless written consents signed by a number of stockholders sufficient to take
such action are delivered to the corporation in the manner specified in this
paragraph within sixty days of the earliest dated consent so delivered.

     If action is taken by consent of stockholders and in accordance with the
foregoing, there shall be filed with the records of the meetings of stockholders
the writing or writings comprising such consent.


                                       -2-



     If action is taken by less than unanimous consent of stockholders, prompt
notice of the taking of such action without a meeting shall be given to those
who have not consented in writing and a certificate signed and attested to by
the secretary that such notice was given shall be filed with the records of the
meetings of stockholders.

     In the event that the action which is consented to is such as would have
required the filing of a certificate under any provision of the General
Corporation Law of the State of Delaware, if such action had been voted upon by
the stockholders at a meeting thereof, the certificate filed under such
provision shall state, in lieu of any statement required by such provision
concerning a vote of stockholders, that written consent has been given under
Section 228 of said General Corporation Law and that written notice has been
given as provided in such Section 228.

     2.8. Proxy Representation. Every stockholder may authorize another person
or persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether by waiving notice of any meeting, objecting to
or voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by his
attorney-in-fact. No proxy shall be voted or acted upon after three years from
its date unless such proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and, if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally. The authorization of a proxy may but need
not be limited to specified action, provided, however, that if a proxy limits
its authorization to a meeting or meetings of stockholders, unless otherwise
specifically provided such proxy shall entitle the holder thereof to vote at any
adjourned session but shall not be valid after the final adjournment thereof.

     2.9. Inspectors. The directors or the person presiding at the meeting may,
and shall if required by applicable law, appoint one or more inspectors of
election and any substitute inspectors to act at the meeting or any adjournment
thereof. Each inspector, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting, the inspectors shall make a report in
writing of any challenge, question or matter determined by them and execute a
certificate of any fact found by them.

     2.10. List of Stockholders. The secretary shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at such meeting, arranged in alphabetical order
and showing the address of each stockholder and the number of shares registered
in his name. The stock ledger shall be the only evidence as to who are
stockholders entitled to examine such list or to vote in person or by proxy at
such meeting.


                                       -3-



                          Section 3. BOARD OF DIRECTORS

     3.1. Number. The corporation shall have one or more directors, the number
shall be consistent with applicable law and shall be determined from time to
time by vote of a majority of the directors then in office. No director need be
a stockholder.

     3.2. Tenure. Each director shall hold office until the next annual meeting
and until his successor is elected and qualified, or until he sooner dies,
resigns, is removed or becomes disqualified.

     3.3. Powers. The business and affairs of the corporation shall be managed
by or under the direction of the board of directors who shall have and may
exercise all the powers of the corporation and do all such lawful acts and
things as are not by law, the certificate of incorporation or these by-laws
directed or required to be exercised or done by the stockholders.

     3.4. Vacancies. Vacancies and any newly created directorships resulting
from any increase in the number of directors may be filled by vote of the
holders of the particular class or series of stock entitled to elect such
director at a meeting called for the purpose, or by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director, in
each case elected by the particular class or series of stock entitled to elect
such directors. When one or more directors shall resign from the board,
effective at a future date, a majority of the directors then in office,
including those who have resigned, who were elected by the particular class or
series of stock entitled to elect such resigning director or directors shall
have power to fill such vacancy or vacancies, the vote or action by writing
thereon to take effect when such resignation or resignations shall become
effective. The directors shall have and may exercise all their powers
notwithstanding the existence of one or more vacancies in their number, subject
to any requirements of law or of the certificate of incorporation or of these
by-laws as to the number of directors required for a quorum or for any vote or
other actions.

     3.5. Committees. The board of directors may, by vote of a majority of the
whole board, (a) designate, change the membership of or terminate the existence
of any committee or committees, each committee to consist of one or more of the
directors; (b) designate one or more directors as alternate members of any such
committee who may replace any absent or disqualified member at any meeting of
the committee; and (c) determine the extent to which each such committee shall
have and may exercise the powers of the board of directors in the management of
the business and affairs of the corporation, including the power to authorize
the seal of the corporation to be affixed to all papers which require it and the
power and authority to declare dividends or to authorize the issuance of stock;
excepting, however, such powers which by law, by the certificate of
incorporation or by these by-laws they are prohibited from so delegating. In the
absence or disqualification of any member of such committee and his alternate,
if any, the member or members thereof present at any meeting and not
disqualified from voting, whether or not constituting a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in the
place of any such absent or disqualified member. Except as the board of
directors may otherwise determine, any committee may make rules for the conduct
of its business, but unless otherwise provided by the board or such rules, its
business shall be conducted as nearly as may be in the same manner as is
provided by these by-laws for the conduct of business by the board of directors.
Each committee shall keep regular minutes of its meetings and report the same to
the board of directors upon request.

     3.6. Regular Meetings. Regular meetings of the board of directors may be
held without call or notice at such places within or without the State of
Delaware and at such times as the board may from


                                       -4-



time to time determine, provided that notice of the first regular meeting
following any such determination shall be given to absent directors. A regular
meeting of the directors may be held without call or notice immediately after
and at the same place as the annual meeting of stockholders.

     3.7. Special Meetings. Special meetings of the board of directors may be
held at any time and at any place within or without the state of incorporation
designated in the notice of the meeting, when called by the chairman of the
board, if any, the president, or by one-third or more in number of the
directors, reasonable notice thereof being given to each director by the
secretary or by the chairman of the board, if any, the president or any one of
the directors calling the meeting.

     3.8. Notice. It shall be reasonable and sufficient notice to a director to
send notice by mail or overnight courier at least forty-eight hours or by
telegram at least twenty-four hours before the meeting addressed to him at his
usual or last known business or residence address or to give notice to him in
person or by telephone at least twenty-four hours before the meeting. Notice of
a meeting need not be given to any director if a written waiver of notice,
executed by him before or after the meeting, is filed with the records of the
meeting, or to any director who attends the meeting without protesting prior
thereto or at its commencement the lack of notice to him. Neither notice of a
meeting nor a waiver of a notice need specify the purposes of the meeting.

     3.9. Quorum. Except as may be otherwise provided by law, by the certificate
of incorporation or by these by-laws, at any meeting of the directors a majority
of the directors then in office shall constitute a quorum; a quorum shall not in
any case be less than one-third of the total number of directors constituting
the whole board. Any meeting may be adjourned from time to time by a majority of
the votes cast upon the question, whether or not a quorum is present, and the
meeting may be held as adjourned without further notice.

     3.10. Action by Vote. Except as may be otherwise provided by law, by the
certificate of incorporation or by these by-laws, when a quorum is present at
any meeting the vote of a majority of the directors present shall be the act of
the board of directors.

     3.11. Action Without a Meeting. Any action required or permitted to be
taken at any meeting of the board of directors or a committee thereof may be
taken without a meeting if all the members of the board or of such committee, as
the case may be, consent thereto in writing, and such writing or writings are
filed with the records of the meetings of the board or of such committee. Such
consent shall be treated for all purposes as the act of the board or of such
committee, as the case may be.

     3.12. Participation in Meetings by Conference Telephone. Members of the
board of directors, or any committee designated by such board, may participate
in a meeting of such board or committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other or by any other means permitted by law. Such
participation shall constitute presence in person at such meeting.

     3.13. Compensation. In the discretion of the board of directors, each
director may be paid such fees for his services as director and be reimbursed
for his reasonable expenses incurred in the performance of his duties as
director as the board of directors from time to time may determine. Nothing
contained in this section shall be construed to preclude any director from
serving the corporation in any other capacity and receiving reasonable
compensation therefor.

     3.14. Interested Directors and Officers.


                                       -5-



     (a) No contract or transaction between the corporation and one or more of
its directors or officers, or between the corporation and any other corporation,
partnership, association, or other organization in which one or more of the
corporation's directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the board or committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purpose, if:

          (1) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the board of directors
or the committee, and the board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or

          (2) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or

          (3) The contract or transaction is fair as to the corporation as of
the time it is authorized, approved or ratified, by the board of directors, a
committee thereof, or the stockholders.

     (b) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or of a committee
which authorizes the contract or transaction.

                         Section 4. OFFICERS AND AGENTS

     4.1. Enumeration; Qualification. The officers of the corporation shall be a
president, a treasurer, a secretary and such other officers, if any, as the
board of directors from time to time may in its discretion elect or appoint
including without limitation a chairman of the board, one or more vice
presidents and a controller. The corporation may also have such agents, if any,
as the board of directors from time to time may in its discretion choose. Any
officer may be but none need be a director or stockholder. Any two or more
offices may be held by the same person. Any officer may be required by the board
of directors to secure the faithful performance of his duties to the corporation
by giving bond in such amount and with sureties or otherwise as the board of
directors may determine.

     4.2. Powers. Subject to law, to the certificate of incorporation and to the
other provisions of these by-laws, each officer shall have, in addition to the
duties and powers herein set forth, such duties and powers as are commonly
incident to his office and such additional duties and powers as the board of
directors may from time to time designate.

     4.3. Election. The officers may be elected by the board of directors at
their first meeting following the annual meeting of the stockholders or at any
other time. At any time or from time to time the directors may delegate to any
officer their power to elect or appoint any other officer or any agents.

     4.4. Tenure. Each officer shall hold office until his respective successor
is chosen and qualified unless a shorter period shall have been specified by the
terms of his election or appointment, or in each case until he sooner dies,
resigns, is removed or becomes disqualified. Each agent shall retain his
authority at the pleasure of the directors, or the officer by whom he was
appointed or by the officer who then holds agent appointive power.


                                       -6-



     4.5. Chairman of the Board of Directors, President and Vice President. The
chairman of the board, if any, shall have such duties and powers as shall be
designated from time to time by the board of directors. Unless the board of
directors otherwise specifies, the chairman of the board, or if there is none
the chief executive officer, shall preside, or designate the person who shall
preside, at all meetings of the stockholders and of the board of directors.

     Unless the board of directors otherwise specifies, the president shall be
the chief executive officer and shall have direct charge of all business
operations of the corporation and, subject to the control of the directors,
shall have general charge and supervision of the business of the corporation.

     Any vice presidents shall have such duties and powers as shall be set forth
in these by-laws or as shall be designated from time to time by the board of
directors or by the president.

     4.6. Treasurer and Assistant Treasurers. Unless the board of directors
otherwise specifies, the treasurer shall be in charge of the corporation's funds
and valuable papers, and shall have such other duties and powers as may be
designated from time to time by the board of directors or by the president. If
no controller is elected, the treasurer shall, unless the board of directors
otherwise specifies, also have the duties and powers of the controller. Any
assistant treasurers shall have such duties and powers as shall be designated
from time to time by the board of directors, the president or the treasurer.

     4.7. Controller and Assistant Controllers. If a controller is elected, he
shall, unless the board of directors otherwise specifies, be in charge of its
books of account and accounting records, and of its accounting procedures. He
shall have such other duties and powers as may be designated from time to time
by the board of directors, the president or the treasurer. Any assistant
controller shall have such duties and powers as shall be designated from time to
time by the board of directors, the president, the treasurer or the controller.

     4.8. Secretary and Assistant Secretaries. The secretary shall record all
proceedings of the stockholders, of the board of directors and of committees of
the board of directors in a book or series of books to be kept therefor and
shall file therein all actions by written consent of stockholders or directors.
In the absence of the secretary from any meeting, an assistant secretary, or if
there be none or he is absent, a temporary secretary chosen at the meeting,
shall record the proceedings thereof. Unless a transfer agent has been appointed
the secretary shall keep or cause to be kept the stock and transfer records of
the corporation, which shall contain the names and record addresses of all
stockholders and the number of shares registered in the name of each
stockholder. He shall have such other duties and powers as may from time to time
be designated by the board of directors or the president. Any assistant
secretaries shall have such duties and powers as shall be designated from time
to time by the board of directors, the president or the secretary.


                                       -7-



                      Section 5. RESIGNATIONS AND REMOVALS

     5.1. Any director or officer may resign at any time by delivering his
resignation in writing to the chairman of the board, if any, the president, or
the secretary or to a meeting of the board of directors. Such resignation shall
be effective upon receipt unless specified to be effective at some other time,
and without in either case the necessity of its being accepted unless the
resignation shall so state. A director (including persons elected by
stockholders or directors to fill vacancies in the board) may be removed from
office with or without cause by the vote of the holders of a majority of the
issued and outstanding shares of the particular class or series entitled to vote
in the election of such director. The board of directors may at any time remove
any officer either with or without cause. The board of directors may at any time
terminate or modify the authority of any agent.

                              Section 6. VACANCIES

     6.1. If the office of the president or the treasurer or the secretary
becomes vacant, the directors may elect a successor by vote of a majority of the
directors then in office. If the office of any other officer becomes vacant, any
person or body empowered to elect or appoint that officer may choose a
successor. Each such successor shall hold office for the unexpired term, and in
the case of the president, the treasurer and the secretary until his successor
is chosen and qualified or in each case until he sooner dies, resigns, is
removed or becomes disqualified. Any vacancy of a directorship shall be filled
as specified in Section 3.4 of these by-laws.

                            Section 7. CAPITAL STOCK

     7.1. Stock Certificates. Each stockholder shall be entitled to a
certificate stating the number and the class and the designation of the series,
if any, of the shares held by him, in such form as shall, in conformity to law,
the certificate of incorporation and the by-laws, be prescribed from time to
time by the board of directors. Such certificate shall be signed by the chairman
or vice chairman of the board, or the president or a vice president and by the
treasurer or an assistant treasurer or by the secretary or an assistant
secretary. Any of or all the signatures on the certificate may be a facsimile.
In case an officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed on such certificate shall have ceased to be
such officer, transfer agent, or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such
officer, transfer agent, or registrar at the time of its issue.

     7.2. Loss of Certificates. In the case of the alleged theft, loss,
destruction or mutilation of a certificate of stock, a duplicate certificate may
be issued in place thereof, upon such terms, including receipt of a bond
sufficient to indemnify the corporation against any claim on account thereof, as
the board of directors may prescribe.

                     Section 8. TRANSFER OF SHARES OF STOCK

     8.1. Transfer on Books. Subject to the restrictions, if any, stated or
noted on the stock certificate, shares of stock may be transferred on the books
of the corporation by the surrender to the corporation or its transfer agent of
the certificate therefor properly endorsed or accompanied by a written
assignment and power of attorney properly executed, with necessary transfer
stamps affixed, and with such proof of the authenticity of signature as the
board of directors or the transfer agent of the corporation may reasonably
require. Except as may be otherwise required by law, by the certificate of


                                       -8-



incorporation or by these by-laws, the corporation shall be entitled to treat
the record holder of stock as shown on its books as the owner of such stock for
all purposes, including the payment of dividends and the right to receive notice
and to vote or to give any consent with respect thereto and to be held liable
for such calls and assessments, if any, as may lawfully be made thereon,
regardless of any transfer, pledge or other disposition of such stock until the
shares have been properly transferred on the books of the corporation.

     It shall be the duty of each stockholder to notify the corporation of his
post office address.

     8.2. Record Date. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the board of directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the board of directors, and which record date shall
not be more than sixty nor less than ten days before the date of such meeting.
If no such record date is fixed by the board of directors, the record date for
determining the stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the board of directors may fix a new record date for the adjourned meeting.

     In order that the corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the board of directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the board of directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the board of directors. If no
such record date has been fixed by the board of directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the board of directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation by delivery to its registered office in the state of incorporation
hand or certified or registered mail, return receipt requested, to its principal
place of business or to an officer or agent of the corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. If no
record date has been fixed by the board of directors and prior action by the
board of directors is required by applicable law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
board of directors adopts the resolution taking such prior action.

     In order that the corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or to exercise any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the board of directors may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be not
more than sixty days prior to such payment, exercise or other action. If no such
record date is fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.

                            Section 9. CORPORATE SEAL


                                       -9-



     9.1. Subject to alteration by the directors, the seal of the corporation
shall consist of a flat-faced circular die with the word "Delaware" and the name
of the corporation cut or engraved thereon, together with such other words,
dates or images as may be approved from time to time by the directors.

                         Section 10. EXECUTION OF PAPERS

     10.1. Except as the board of directors may generally or in particular cases
authorize the execution thereof in some other manner, all deeds, leases,
transfers, contracts, bonds, notes, checks, drafts or other obligations made,
accepted or endorsed by the corporation shall be signed by the chairman of the
board, if any, the president, a vice president or the treasurer.

                             Section 11. FISCAL YEAR

     11.1. The fiscal year of the corporation shall end on the 31st of December.

                             Section 12. AMENDMENTS

     12.1. These by-laws may be adopted, amended or repealed by vote of a
majority of the directors then in office or by vote of a majority of the stock
outstanding and entitled to vote. Any by-law, whether adopted, amended or
repealed by the stockholders or directors, may be amended or reinstated by the
stockholders or the directors.


                                      -10-

EX-3.18

                                                                    Exhibit 3.18

                            ARTICLES OF INCORPORATION

                                       OF

                              PMI ACQUISITION CORP.

                                        I

     The name of this corporation is: PMI Acquisition Corp.

                                       II

     The purpose of this corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.

                                       III

     The name and address in the State of California of this corporation's
initial agent for service of process is:

              Corporation Service Company Which Will Do Business In
                 California as CSC-Lawyers Incorporating Service

                                       IV

     This corporation is authorized to issue only one class of stock; and the
total number of shares which this corporation is authorized to issue is:

     10,000 shares of Common Stock, $.01 par value

                                        V

     The liability of the directors of the corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law. Any
repeal or modification of this Article shall only be prospective and shall not
affect the rights under this Article in effect at the time of the alleged
occurrence of any action or omission to act giving rise to liability.

                                       VI

     The corporation is authorized to provide indemnification of agents (as
defined in Section 317 of the California Corporations Code) for breach of duty
to the corporation and its shareholders through Bylaw provisions, or through
agreements with the agents or through shareholder resolutions, or otherwise, in
excess of the indemnification otherwise permitted by Section 317 of the
California Corporations Code, subject to the limits on such excess



indemnification set forth in Section 204 of the California Corporations Code.
Any repeal or modification of this Article shall only be prospective and shall
not affect the rights under this Article in effect at the time of the alleged
occurrence of any action or omission to act giving rise to indemnification.


                                        /s/ Dominic J. Puopolo
                                        ----------------------------------------
                                        Dominic J. Puopolo

Dated: May 22, 1992


                                        2



                               AGREEMENT OF MERGER

                                     BETWEEN

                           VANGUARD AMBULANCE SERVICES

                                       AND

                              PMI ACQUISITION CORP.

     This Agreement of Merger is entered into between PMI Acquisition Corp., a
California corporation (the "Surviving Corporation") and Vanguard Ambulance
Services, a California corporation (the "Merging Corporation").

     1. Merging Corporation shall be merged into Surviving Corporation.

     2. Article I of the Articles of Incorporation of the Surviving Corporation
is amended to read as follows:

          The name of this corporation is: Vanguard Ambulance Services.

     3. Each outstanding share of Common Stock of Merging Corporation shall be
converted to cash of $3.80 per share and 1.30316 shares of Common Stock of
American Medical Response, Inc., a Delaware corporation and parent of the
Surviving Corporation.

     4. The outstanding shares of Surviving Corporation shall remain outstanding
and are not affected by the merger.

     5. Merging Corporation shall from time to time, as and when requested by
Surviving Corporation, execute and deliver all such documents and instruments
and take all such action necessary or desirable to evidence or carry out this
merger.

     6. The effect of this merger and the effective date of the merger are as
prescribed by law.

     IN WITNESS WHEREOF the parties have executed this Agreement on August 7,
1992.

VANGUARD AMBULANCE SERVICES,            PMI ACQUISITION CORP.,
a California corporation                a California corporation


By: /s/ Paul T. Shirley                 By: /s/ Dominic J. Puopolo
    ---------------------------------       ------------------------------------
    Paul T. Shirley                         Dominic J. Puopolo
    President                               President




By: /s/ Robert J. Allen                 By: /s/ Paul M. Verrochi
    ---------------------------------       ------------------------------------
    Robert Allen                            Paul M. Verrochi
    Secretary                               Secretary


AMERICAN MEDICAL RESPONSE, INC.,
a Delaware corporation


By: /s/ Paul M. Verrochi
    ---------------------------------
    Paul M. Verrochi
    President


By: /s/ Dominic J. Puopolo
    ---------------------------------
    Dominic J. Puopolo
    Treasurer


                                        2



                           VANGUARD AMBULANCE SERVICES

                             CERTIFICATE OF APPROVAL

                             OF AGREEMENT OF MERGER

Paul T. Shirley and Robert Allen certify that:

     1. They are the President and Secretary, respectively, of Vanguard
Ambulance Services, a California corporation.

     2. The Agreement of Merger in the form attached hereto was duly approved by
the shareholders and the directors of the corporation.

     3. The shareholder approval was by 100% of the outstanding shares of the
corporation.

     4. There is only one class of shares and the number of shares outstanding
is 1,000,000.

     We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.

Dated: August 7, 1992


                                        /s/ Paul T. Shirley
                                        ----------------------------------------
                                        Paul T. Shirley, President


                                        /s/ Robert Allen
                                        ----------------------------------------
                                        Robert Allen, Secretary



                              PMI ACQUISITION CORP.

                             CERTIFICATE OF APPROVAL

                             OF AGREEMENT OF MERGER

Dominic J. Puopolo and Paul M. Verrochi certify that:

     1. They are the President and Secretary, respectively, of PMI Acquisition
Corp., a California corporation.

     2. The Agreement of Merger in the form attached hereto was duly approved by
the sole shareholder and the sole director of the corporation.

     3. The shareholder approval was by 100% of the outstanding shares of the
corporation.

     4. There is only one class of shares and the number of shares outstanding
is 10,000.

     5. Equity securities of the corporation's parent corporation, American
Medical Response, Inc., a Delaware corporation, are to be issued in the merger
described in the Agreement of Merger. The required vote of the shareholders of
the parent corporation was obtained.

     We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.

Dated: August 7, 1992


                                        /s/ Dominic J. Puopolo
                                        ----------------------------------------
                                        Dominic J. Puopolo, President


                                        /s/ Paul M. Verrochi
                                        ----------------------------------------
                                        Paul M. Verrochi, Secretary



                            CERTIFICATE OF AMENDMENT

                                       OF

                            ARTICLES OF INCORPORATION

                                       OF

                           VANGUARD AMBULANCE SERVICES

     PAUL T. SHIRLEY and ROB ALLEN, certify that:

     1. They are the President and Secretary, respectively, of Vanguard
Ambulance Services, a California corporation.

     2. Article I. of the Articles of Incorporation of this corporation is
amended to read as follows:

     "The name of this corporation is American Medical Response West."

     3. The foregoing Amendment of Articles of Incorporation has been duly
approved by the Board of Directors.

     4. The foregoing Amendment of Articles of Incorporation has been duly
approved by the required vote of shareholders in accordance with Section 902 of
the Corporations Code. The Corporation has only one class of shares and the
number of outstanding shares of the corporation is 10,000. The number of shares
voting in favor of the amendment equaled or exceeded the vote required. The
percentage vote required was more than fifty percent (50%).

     We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.

Dated: 10/22, 1992


                                        /s/ Paul T. Shirley
                                        ----------------------------------------
                                        PAUL T. SHIRLEY, President


                                        /s/ Robert Allen
                                        ----------------------------------------
                                        ROB ALLEN, Secretary



                               AGREEMENT OF MERGER

                                       OF

                          LIFE MEDICAL INDUSTRIES, INC.

                                  AMR WEST BLS

                            SHIRLEY ENTERPRISES, INC.

                       DOCTORS AMBULANCE OF MODESTO, INC.

                         INTENSIVE CARE AMBULANCE, INC.

                                       AND

                         AMERICAN MEDICAL RESPONSE WEST

     AGREEMENT OF MERGER entered into on December 22, 1995 by Life Medical
Industries, Inc., AMR West BLS, Shirley Enterprises, Inc., Doctors Ambulance of
Modesto, Inc., Intensive Care Ambulance, Inc. and American Medical Response West
as approved by the Board of Directors of each of said corporations:

     1. AMR West BLS, Shirley Enterprises, Inc., Doctors Ambulance of Modesto,
Inc. and Intensive Care Ambulance, Inc. which are corporations incorporated in
the State of California, and Life Medical Industries, Inc., a Delaware
corporation, all of which are sometimes hereinafter referred to as the
"disappearing corporations," shall be merged with and into American Medical
Response West, which is a corporation incorporated in the State of California,
and which is sometimes hereinafter referred to as the "surviving corporation".

     2. The separate existence of the disappearing corporations shall cease upon
the effective date of the merger which shall be December 31, 1995 at 11:59 p.m.
in accordance with the provisions of the General Corporation Law of the State of
California.

     3. The surviving corporation shall continue its existence under American
Medical Response West pursuant to the provisions of the General Corporation Law
of the State of California.

     4. The Articles of Incorporation of the surviving corporation upon the
effective date of the merger shall be the Articles of Incorporation of said
surviving corporation and shall continue in full force and effect until amended
and changed in the manner prescribed by the provisions of the General
Corporation Law of the State of California.

     5. The bylaws of the surviving corporation upon the effective date of the
merger shall be the bylaws of said surviving corporation and shall continue in
full force and effect until changed, altered or amended as therein provided and
in the manner prescribed by the provisions of the General Corporation Law of the
State of California.



     6. The directors and officers in office of the surviving corporation upon
the effective date of the merger shall continue to be the lumbers of the Board
of Directors and the officers of the surviving corporation, all of whom shall
hold their directorships and offices until the election, choice, and
qualification of their respective successors or until their tenure is otherwise
terminated in accordance with the bylaws of the surviving corporation.

     7. All of the issued and outstanding shares of each disappearing
corporation shall, upon the effective date of the merger, be converted into an
equivalent number of shares of the surviving corporation as follows: (a) 100
issued and outstanding shares of Life Medical Industries, Inc. shall, upon the
effective date of the merger, be converted into 100 shares of the surviving
corporation; (b) 5,000 issued and outstanding shares of AMR West BLS shall, upon
the effective date of the merger, be converted into 5,000 shares of the
surviving corporation; (c) 10,000 issued and outstanding shares of Shirley
Enterprises, Inc. shall, upon the effective date of the merger, be converted
into 10,000 shares of the surviving corporation; (d) 500 issued and outstanding
shares of Doctors Ambulance of Modesto, Inc. shall, upon the effective date of
the merger, be converted into 500 shares of the surviving corporation; and (e)
571.1724936521072 issued and outstanding shares of Intensive Care Ambulance,
Inc. shall, upon the effective date of the merger, be converted into
571.1724936521072 shares of the surviving corporation. The issued shares of the
surviving corporation shall not be converted or exchanged in any manner or any
consideration be paid therefor, but each said share which is issued as of the
effective date of the merger shall continue to represent one issued share of the
surviving corporation.

     8. The Agreement of Merger herein entered into and approved shall be
submitted to the shareholders entitled to vote thereon of the disappearing
corporations and of the surviving corporation for their approval or rejection in
the manner prescribed by the provisions of the General Corporation Law of the
State of California.

     9. In the event that this Agreement of Merger shall have been approved by
the shareholders entitled to vote of the disappearing corporations and of the
surviving corporation in the manner prescribed by the provisions of the General
Corporation Law of the State of California, the disappearing corporations and
the surviving corporation hereby agree that they will cause to be executed and
filed and/or recorded any document or documents prescribed by the laws of the
State of California, and that they will course to be performed all necessary
acts therein and elsewhere to effectuate the merger.

     10. The Board of Directors and the proper officers of the disappearing
corporations and of the surviving corporation, respectively, are hereby
authorized, empowered and directed to do any and all acts and things, and to
make, execute, deliver, file and/or record any and all instruments, papers and
documents which shall be or become necessary, proper or convenient to carry out
or put into effect any of the provisions of this Agreement of Merger or of the
merger herein provided for.


                                        2



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

                                        LIFE MEDICAL INDUSTRIES, INC.


                                        By: /s/ William George
                                            ------------------------------------
                                        Name: William George
                                        Title: Vice President


                                        By: /s/ William George
                                            ------------------------------------
                                        Name: William George
                                        Title: Assistant Secretary


                                        AMR WEST BLS


                                        By: /s/ William George
                                            ------------------------------------
                                        Name: William George
                                        Title: Vice President


                                        By: /s/ William George
                                            ------------------------------------
                                        Name: William George
                                        Title: Assistant Secretary


                                        SHIRLEY ENTERPRISES, INC.


                                        By: /s/ William George
                                            ------------------------------------
                                        Name: William George
                                        Title: Vice President


                                        By: /s/ William George
                                            ------------------------------------
                                        Name: William George
                                        Title: Assistant Secretary


                                        3



                                        DOCTORS AMBULANCE OF MODESTO, INC.


                                        By: /s/ William George
                                            ------------------------------------
                                        Name: William George
                                        Title: Vice President


                                        By: /s/ William George
                                            ------------------------------------
                                        Name: William George
                                        Title: Assistant Secretary


                                        INTENSIVE CARE AMBULANCE, INC.


                                        By: /s/ William George
                                            ------------------------------------
                                        Name: William George
                                        Title: Vice President


                                        By: /s/ William George
                                            ------------------------------------
                                        Name: William George
                                        Title: Assistant Secretary


                                        AMERICAN MEDICAL RESPONSE WEST


                                        By: /s/ William George
                                            ------------------------------------
                                        Name: William George
                                        Title: Vice President


                                        By: /s/ William George
                                            ------------------------------------
                                        Name: William George
                                        Title: Assistant Secretary


                                        4



                             CERTIFICATE OF APPROVAL

                                       OF

                               AGREEMENT OF MERGER

                                       OF

                         AMERICAN MEDICAL RESPONSE WEST

     William George states and certifies that:

     1. He is the Vice President and Assistant Secretary of American Medical
Response West, a California corporation.

     2. The agreement of merger in the form attached was duly approved by the
Board of Directors and shareholders of the corporation.

     3. There is only one class of shares and the total number of outstanding
shares is 10,000.

     4. The shareholder percentage vote required for the aforesaid approval was
100 percent.

     5. The principal terms of the merger agreement in the form attached were
approved by the corporation by a vote of the number of shares which equaled or
exceeded the vote required.

     On the date set forth below, in the City/Town of Aurora in the State of
Colorado, the undersigned does hereby declare under the penalty of perjury under
the laws of the State of California that he signed the foregoing certificate in
the official capacity set forth beneath his signature, and that the statements
set forth in said certificate are true of his own knowledge.

Signed on December 27, 1995.


                                        By: /s/ William George
                                            ------------------------------------
                                            William George
                                        Title: Vice President and Assistant
                                               Secretary



                             CERTIFICATE OF APPROVAL

                                       OF

                               AGREEMENT OF MERGER

                                       OF

                          LIFE MEDICAL INDUSTRIES, INC.

                                      INTO

                         AMERICAN MEDICAL RESPONSE WEST

     William George states and certifies that:

     1. He is the Vice President and Assistant Secretary of Life Medical
Industries, Inc., a Delaware corporation.

     2. The agreement of merger in the form attached was duly approved by the
Board of Directors and shareholders of the corporation.

     3. There is only one class of shares and the total number of outstanding
shares is 100.

     4. The shareholder percentage vote required for the aforesaid approval was
100 percent.

     5. The principal terms of the merger agreement in the form attached were
approved by the corporation by a vote of the number of shares which equaled or
exceeded the vote required.

     On the date set forth below, in the City/Town of Aurora in the State of
Colorado, the undersigned does hereby declare under the penalty of perjury under
the laws of the State of California that he signed the foregoing certificate in
the official capacity set forth beneath his signature, and that the statements
set forth in said certificate are true of his own knowledge.

Signed on December 27, 1995.


                                        By: /s/ William George
                                            ------------------------------------
                                            William George
                                        Title: Vice President and Assistant
                                               Secretary



                             CERTIFICATE OF APPROVAL

                                       OF

                               AGREEMENT OF MERGER

                                       OF

                                  AMR WEST BLS

                                      INTO

                         AMERICAN MEDICAL RESPONSE WEST

     William George states and certifies that:

     1. He is the Vice President and Assistant Secretary of AMR West BLS, a
California corporation.

     2. The agreement of merger in the form attached was duly approved by the
Board of Directors and shareholders of the corporation.

     3. There is only one class of shares and the total number of outstanding
shares is 5,000.

     4. The shareholder percentage vote required for the aforesaid approval was
100 percent.

     5. The principal terms of the merger agreement in the form attached were
approved by the corporation by a vote of the number of shares which equaled or
exceeded the vote required.

     On the date set forth below, in the City/Town of Aurora in the State of
Colorado, the undersigned does hereby declare under the penalty of perjury under
the laws of the State of California that he signed the foregoing certificate in
the official capacity set forth beneath his signature, and that the statements
set forth in said certificate are true of his own knowledge.

Signed on December 27, 1995.


                                        By: /s/ William George
                                            ------------------------------------
                                            William George
                                        Title: Vice President and Assistant
                                               Secretary



                             CERTIFICATE OF APPROVAL

                                       OF

                               AGREEMENT OF MERGER

                                       OF

                            SHIRLEY ENTERPRISES, INC.

                                      INTO

                         AMERICAN MEDICAL RESPONSE WEST

     William George states and certifies that:

     1. He is the Vice President and Assistant Secretary of Shirley Enterprises,
Inc., a California corporation.

     2. The agreement of merger in the form attached was duly approved by the
Board of Directors and shareholders of the corporation.

     3. There is only one class of shares and the total number of outstanding
shares is 10,000.

     4. The shareholder percentage vote required for the aforesaid approval was
100 percent.

     5. The principal terms of the merger agreement in the form attached were
approved by the corporation by a vote of the number of shares which equated or
exceeded the vote required.

     On the date set forth below, in the City/Town of Aurora in the State of
Colorado, the undersigned does hereby declare under the penalty of perjury under
the laws of the State of California that he signed the foregoing certificate in
the official capacity set forth beneath his signature, and that the statements
set forth in said certificate are true of his own knowledge.

Signed on December 27, 1995.


                                        By: /s/ William George
                                            ------------------------------------
                                            William George
                                        Title: Vice President and Assistant
                                               Secretary


                                        2



                             CERTIFICATE OF APPROVAL

                                       OF

                               AGREEMENT OF MERGER

                                       OF

                       DOCTORS AMBULANCE OF MODESTO, INC.

                                      INTO

                         AMERICAN MEDICAL RESPONSE WEST

     William George states and certifies that:

     1. He is the Vice President and Assistant Secretary of Doctors Ambulance of
Modesto, Inc., a California corporation.

     2. The agreement of merger in the form attached was duly approved by the
Board of Directors and shareholders of the corporation.

     3. There is only one class of shares and the total number of outstanding
shares is 500.

     4. The shareholder percentage vote required for the aforesaid approval was
100 percent.

     5. The principal terms of the merger agreement in the form attached were
approved by the corporation by a vote of the number of shares which equaled or
exceeded the vote required.

     On the date set forth below, in the City/Town of Aurora in the State of
Colorado, the undersigned does hereby declare under the penalty of perjury under
the laws of the State of California that he signed the foregoing certificate in
the official capacity set forth beneath his signature, and that the statements
set forth in said certificate are true of his own knowledge.

Signed on December 27, 1995.


                                        By: /s/ William George
                                            ------------------------------------
                                        William George
                                        Title: Vice President and Assistant
                                               Secretary



                             CERTIFICATE OF APPROVAL

                                       OF

                               AGREEMENT OF MERGER

                                       OF

                         INTENSIVE CARE AMBULANCE, INC.

                                      INTO

                         AMERICAN MEDICAL RESPONSE WEST

     William George states and certifies that:

     1. He is the Vice President and Assistant Secretary of Intensive Care
Ambulance, Inc., a California corporation.

     2. The agreement of merger in the form attached was duly approved by the
Board of Directors and shareholders of the corporation.

     3. There is only one class of shares and the total number of outstanding
shares is 571.1724936521072.

     4. The shareholder percentage vote required for the aforesaid approval was
100 percent.

     5. The principal terms of the merger agreement in the form attached were
approved by the corporation by a vote of the number of shares which equaled or
exceeded the vote required.

     On the date set forth below, in the City/Town of Aurora in the State of
Colorado, the undersigned does hereby declare under the penalty of perjury under
the laws of the State of California that he signed the foregoing certificate in
the official capacity set forth beneath his signature, and that the statements
set forth in said certificate are true of his own knowledge.

Signed on December 27, 1995.


                                        By: /s/ William George
                                            ------------------------------------
                                        William George
                                        Title: Vice President and Assistant
                                               Secretary



                            CERTIFICATE OF OWNERSHIP

     Gregory Guckes and Dennis R. Bolt certify that:

     1. They are the President and Secretary, respectively, of American Medical
Response West, a California corporation ("AMR West").

     2. AMR West owns all the outstanding shares of Pajaro Valley Ambulance
Service, Inc., a California corporation.

     3. The Board of Directors of AMR West duly adopted the following
resolutions by unanimous written consent on September 28, 1995:

            
     RESOLVED: That it is in the best interests of this Corporation to merge
               Pajaro Valley Ambulance Service, Inc., a California corporation
               ("Pajaro") and a wholly-owned subsidiary of this Corporation,
               with and into this Corporation and assume all of the obligations
               of Pajaro pursuant to Section 1110 of the California Corporations
               Code.

     RESOLVED: That the form and terms of the Certificate of Ownership to be
               dated as of September 28, 1995, pursuant to which Pajaro is to be
               merged with and into this Corporation, furnished to the directors
               of this Corporation, are approved; and that each of the
               President, any Vice President and the Treasurer of this
               Corporation at the time in office acting singly is authorized, in
               the name and on behalf of this Corporation, to execute and file
               with the California Secretary of State a certificate of ownership
               in substantially the form furnished to the directors of this
               Corporation, with such changes as the officer so acting may by
               his execution approve (said certificate of ownership, as so
               executed and delivered, being referred to in these resolutions as
               the "Certificate of Ownership"), the execution and delivery of
               the Certificate of Ownership to be conclusive evidence that the
               same has been authorized and approved by the Board of Directors
               of this Corporation.

     RESOLVED: That the officers of this Corporation at the time in office are
               authorized from time to time, in the name and on behalf of this
               Corporation, under the corporate seal of this Corporation, if
               desired, to execute, acknowledge and deliver any and all such
               certificates, documents, instruments and papers, and to take such
               other action, as may be shown by his or their execution and
               performance thereof to be in his or their judgment necessary or
               desirable in connection with the consummation of the transactions
               contemplated by the Certificate of Ownership executed and
               delivered in accordance with the foregoing resolutions or by the
               transactions otherwise authorized by these resolutions, the
               taking of any such action to be conclusive evidence that the same
               has been authorized and approved by the Board of Directors of
               this Corporation.





     We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.

Date: September 28, 1995


                                        /s/ Gregory Guckes
                                        ----------------------------------------
                                        Gregory Guckes


                                        /s/ Dennis R. Bolt
                                        ----------------------------------------
                                        Dennis R. Bolt


                                        2



                            CERTIFICATE OF CORRECTION

                                       of

                               AGREEMENT OF MERGER

                                       of

                         AMERICAN MEDICAL RESPONSE WEST

     The undersigned certifies that:

     1. He is the Vice President and Assistant Secretary of American Medical
Response West, a California corporation (the "Surviving Corporation").

     2. The document to be corrected is the Agreement of Merger whereby Life
Medical Industries, Inc., AMR West BLS, Shirley Enterprises, Inc., Doctors
Ambulance of Modesto, Inc. and Intensive Care Ambulance, Inc. (collectively, the
"Disappearing Corporations") merged with and into the Surviving Corporation.
Said document was filed with the Office of the Secretary of State of California
on December 31, 1995.

     3. Paragraph 7 of the Agreement of Merger, as corrected, shall read in its
entirety as follows:

          "7. All of the issued and outstanding shares of each Disappearing
          Corporation shall, upon the effective date of the merger, be canceled
          without consideration. The issued shares of the Surviving Corporation
          shall not be converted or exchanged in any manner or any consideration
          be paid therefor, but each said share which is issued as of the
          effective date of the merger shall continue to represent one issued
          share of the Surviving Corporation."

     4. The foregoing correction of the Agreement of Merger does not change any
resolution duly approved by the board of directors or shareholders of the
Surviving Corporation or the Disappearing Corporations.

     I further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
and of my own knowledge.

DATE: February 1, 1996


                                        /s/ William George
                                        ----------------------------------------
                                        William George
                                        Assistant Secretary and Vice President



                            CERTIFICATE OF OWNERSHIP
                                     MERGING
               SANTA CRUZ AMBULANCE SERVICE INC. AND MEDEVAC, INC.
                                      INTO
                         AMERICAN MEDICAL RESPONSE WEST

          AMERICAN MEDICAL RESPONSE WEST, a California corporation, certifies
          that:

     1. It owns all the outstanding stock of SANTA CRUZ AMBULANCE SERVICE INC.,
a California corporation and MEDEVAC, INC. a California corporation.

     2. The following resolutions were adopted by Unanimous Written Consent of
the Board of Directors:

          WHEREAS, this corporation owns 100 percent of the outstanding stock in
          SANTA CRUZ AMBULANCE SERVICE INC., a California corporation, and 100
          percent of the outstanding stock in MEDEVAC, INC. a California
          corporation; and

          WHEREAS, this Board of Directors deems it to be in the best interests
          of this corporation and its shareholder to effect a merger of said
          SANTA CRUZ AMBULANCE SERVICE INC. and said MEDEVAC, INC. into this
          corporation; and

          NOW, THEREFORE, BE IT RESOLVED, that SANTA CRUZ AMBULANCE SERVICE INC.
          and MEDEVAC, INC. both be merged into this corporation pursuant to
          Section 1110 of the California Corporations Code; and

          RESOLVED FURTHER, that any two officer's of this corporation are
          directed to do all acts and to execute, verify, and file all documents
          necessary, including a Certificate of Ownership, to effectuate the
          merger into this corporation, pursuant to Section 1110 of the
          California Corporations Code, of SANTA CRUZ AMBULANCE SERVICE INC. and
          MEDEVAC, INC. ; and

          RESOLVED FURTHER, that this corporation hereby assumes all the
          liabilities of SANTA CRUZ AMBULANCE SERVICE INC. and MEDEVAC, INC.



                                        AMERICAN MEDICAL RESPONSE WEST


                                        By /s/ Joshua T. Grimes
                                           -------------------------------------
                                        Title Vice President


                                        By /s/ Gregory K. Guckes
                                           -------------------------------------
                                        Title Assistant Secretary

                                  Verification

     Joshua T. Grimes and Gregory K. Guckes say:

     They are the Vice President and Assistant Secretary respectively of
AMERICAN MEDICAL RESPONSE WEST, a California corporation.

     They have read the foregoing Certificate of Ownership and know the contents
thereof.

     The same is true of their own knowledge.

     Executed on August 30, 1999.

     We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.

     Dated: August 30, 1999


                                        /s/ J. T. Grimes
                                        ----------------------------------------
                                        Title Vice President


                                        /s/ Gregory K. Guckes
                                        ----------------------------------------
                                        Title Assistant Secretary


                                        2



                           AGREEMENT OF MERGER BETWEEN
                       STEPHENS & POLETTI AMBULANCE, INC.,
                            REGIONAL AMBULANCE, INC.,
                       PENINSULA PARAMEDIC SERVICES, INC.
                                       and
                         AMERICAN MEDICAL RESPONSE WEST
                       (Under Section 1101 of the General
                   Corporation Law of the State of California)

     This Agreement of Merger is entered into between AMERICAN MEDICAL RESPONSE
WEST, a California corporation (herein "Surviving Corporation") and STEPHENS &
POLETTI AMBULANCE, INC., REGIONAL AMBULANCE, INC., and PENINSULA PARAMEDIC
SERVICES, INC., all being California corporations (herein "Merging
Corporations"), on August 28,1999. The Surviving Corporation and the Merging
Corporations agree as follows:

                                    RECITALS

     A. Merging Corporations are corporations duly organized, validly existing,
and in good standing under the laws of the State of California. STEPHENS &
POLETTI AMBULANCE, INC. and REGIONAL AMBULANCE, INC. are both wholly owned
subsidiaries of AMERICAN MEDICAL RESPONSE, INC., a Delaware corporation;
PENINSULA PARAMEDIC SERVICES, INC. is a wholly-owned subsidiary of LAIDLAW
MEDICAL TRANSPORTATION, INC., a Delaware corporation qualified to do business in
the State of California, which is a wholly owned subsidiary of AMERICAN MEDICAL
RESPONSE, INC., a Delaware corporation; and

     B. Surviving Corporation is a corporation duly organized, validly existing,
and in good standing under the laws of the State of California. Surviving
Corporation is a wholly owned subsidiary of AMERICAN MEDICAL RESPONSE, INC, a
Delaware corporation; and



     C. Surviving Corporation and Merging Corporations are brother-sister
corporations, each having the ultimate common parent of AMERICAN MEDICAL
RESPONSE, INC., a Delaware corporation; and

     D. AMERICAN MEDICAL RESPONSE WEST is to be the surviving corporation, as
that term is defined in the General Corporation Law of California, to the merger
described in this agreement.

     IT IS AGREED AS FOLLOWS:

     1. Merger. Merging Corporation shall be merged into AMERICAN MEDICAL
RESPONSE WEST under the laws of the State of California.

     2. Further Assignments or Assurances. If at any time the Surviving
Corporation shall consider or be advised that any further assignments or
assurances in law are necessary to vest or to perfect or to confirm of record in
the Surviving Corporation the title to any property or rights of Merging
Corporations, or otherwise carry out the provisions hereof, the proper officers
and directors of Merging Corporations, as of the effective date of the merger,
shall execute and deliver all proper deeds, assignments, confirmations, and
assurances in law, and do all acts proper to vest, perfect, and confirm title to
such property or rights in the Surviving Corporation, and otherwise carry out
the provisions hereof.

     3. Basis of Converting Shares.

          (a) At the effective date of the merger, each share of the common
stock of the Merging Corporations (other than shares held by Merging
Corporations as treasury shares) shall be converted into one (1) fully paid and
non-assessable share of common stock of the Surviving Corporation.


                                        2



          (b) Any shares of the Merging Corporations, common or preferred, held
by the Merging Corporations in its treasury on the effective date of the merger
shall be surrendered to the Surviving Corporation for cancellation.

     4. Board of Survivor. The present Board of Directors of AMERICAN MEDICAL
RESPONSE WEST shall continue to serve as the Board of Directors of the Surviving
Corporation until the next annual meeting or until such time as their successors
have been elected and qualified.

     5. Articles of Survivor. The Articles of AMERICAN MEDICAL RESPONSE WEST, as
existing on the effective date of the merger, shall continue in full force as
the Articles of the Surviving Corporation until altered, amended as provided
therein, or as provided by law.

     6. Bylaws of Survivor. The bylaws of AMERICAN MEDICAL RESPONSE WEST, as
existing on the effective date of the merger, shall continue in full force as
the bylaws of the Surviving Corporation until altered, amended, or repealed as
provided therein or as provided by law.

     7. Miscellaneous.

          (a) This agreement may be executed in any number of counterparts, each
of which shall be deemed an original.

          (b) The validity, interpretation, and performance of this agreement
shall be controlled by and construed under the laws of the State of California,
the state in which this agreement is being executed.

     Executed on August 30, 1999, at Aurora, Colorado.

STEPHENS & POLETTI AMBULANCE, INC.


By /s/ J. T. Grimes
   ----------------------------------
   Vice President


                                        3




By /s/ Gregory K. Guckes
   ----------------------------------
   Assistant Secretary


REGIONAL AMBULANCE, INC.


By /s/ J. T. Grimes
   ----------------------------------
   Vice President


By /s/ Gregory K. Guckes
   ----------------------------------
   Assistant Secretary


PENINSULA PARAMEDIC SERVICES, INC.


By /s/ J. T. Grimes
   ----------------------------------
   Vice President


By /s/ Gregory K. Guckes
   ----------------------------------
   Assistant Secretary


AMERICAN MEDICAL RESPONSE WEST


By /s/ J. T. Grimes
   ----------------------------------
   Vice President


By /s/ Gregory K. Guckes
   ----------------------------------
   Assistant Secretary


                                        4



                         AMERICAN MEDICAL RESPONSE WEST
                             CERTIFICATE OF APPROVAL
                                       OF
                               AGREEMENT OF MERGER

     The undersigned do hereby certify that:

     1. We are the Vice President and Assistant Secretary respectively, of
AMERICAN MEDICAL RESPONSE WEST, a California corporation.

     2. The Agreement of Merger in the form attached hereto was duly approved by
the shareholders and directors of the corporation.

     3. The shareholder approval was by 100% of the outstanding shares of the
corporation.

     4. There is only one class of shares and the number of shares outstanding
is one (1).

     We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.

     Dated: August 30, 1999


                                        /s/ J. T. Grimes
                                        ----------------------------------------
                                        Title Vice President


                                        /s/ Gregory K. Guckes
                                        ----------------------------------------
                                        Title Assistant Secretary



                       PENINSULA PARAMEDIC SERVICES, INC.
                             CERTIFICATE OF APPROVAL
                                       OF
                               AGREEMENT OF MERGER

     The undersigned do hereby certify that:

     1. We are the Vice President and Assistant Secretary, respectively, of
PENINSULA PARAMEDIC SERVICES, INC., a California corporation.

     2. The Agreement of Merger in the form attached hereto was duly approved by
the shareholders and directors of the corporation.

     3. The shareholder approval was by 100% of the outstanding shares of the
corporation.

     4. There is only one class of shares and the number of shares outstanding
is ninety (90).

     We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.

     Dated: August 30, 1999


                                        /s/ J. T. Grimes
                                        ----------------------------------------
                                        Title Vice President


                                        /s/ Gregory K. Guckes
                                        ----------------------------------------
                                        Title Assistant Secretary



                            REGIONAL AMBULANCE, INC.
                             CERTIFICATE OF APPROVAL
                                       OF
                               AGREEMENT OF MERGER

     The undersigned do hereby certify that:

     1. We are the Vice President and Assistant Secretary, respectively, of
REGIONAL AMBULANCE, INC., a California corporation.

     2. The Agreement of Merger in the form attached hereto was duly approved by
the shareholders and directors of the corporation.

     3. The shareholder approval was by 100% of the outstanding shares of the
corporation.

     4. There is only one class of shares and the number of shares outstanding
is seven thousand five hundred (7,500).

     We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.

     Dated: August 30, 1999


                                        /s/ J. T. Grimes
                                        ----------------------------------------
                                        Title Vice President


                                        /s/ Gregory K. Guckes
                                        ----------------------------------------
                                        Title Assistant Secretary



                       STEPHENS & POLETTI AMBULANCE, INC.
                             CERTIFICATE OF APPROVAL
                                       OF
                               AGREEMENT OF MERGER

     The undersigned do hereby certify, that:

     1. We are the Vice President, and Assistant Secretary respectively, of
STEPHENS & POLETTI AMBULANCE, INC., a California corporation,

     2. The Agreement of Merger in the form attached hereto was duly approved by
the shareholders and directors of the corporation.

     3. The shareholder approval was by 100% of the outstanding shares of the
corporation.

     4. There is only one class of shares and the number of shares outstanding
is twenty-eight (28).

     We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.

     Dated: August 30, 1999


                                        /s/ J. T. Grimes
                                        ----------------------------------------
                                        Title Vice President


                                        /s/ Gregory K. Guckes
                                        ----------------------------------------
                                        Title Assistant Secretary



                            CERTIFICATE OF OWNERSHIP
                                     MERGING
               STANISLAUS COUNTY EMERGENCY MEDICAL COMMUNICATIONS
                                      INTO
                         AMERICAN MEDICAL RESPONSE WEST

          AMERICAN MEDICAL RESPONSE WEST, a California corporation, certifies
          that:

     1. It owns all the outstanding interest of STANISLAUS COUNTY EMERGENCY
MEDICAL COMMUNICATIONS, a California corporation.

     2. The following resolutions were adopted by Unanimous Written Consent of
the Board of Directors:

     WHEREAS, this corporation owns 100 percent of the outstanding interest in
     STANISLAUS COUNTY EMERGENCY MEDICAL COMMUNICATIONS ; and

     WHEREAS, this Board of Directors deems it to be in the best interests of
     this corporation and its shareholder to effect a merger of said STANISLAUS
     COUNTY EMERGENCY MEDICAL COMMUNICATIONS into this corporation; and

     NOW, THEREFORE, BE IT RESOLVED, that STANISLAUS COUNTY EMERGENCY MEDICAL
     COMMUNICATIONS be merged into this corporation pursuant to Section 1110 of
     the California Corporations Code; and

     RESOLVED FURTHER, that any two officer's of this corporation are directed
     to do all acts and to execute, verify, and file all documents necessary,
     including a Certificate of Ownership, to effectuate the merger into this
     corporation, pursuant to Section 1110 of the California Corporations Code,
     of STANISLAUS COUNTY EMERGENCY MEDICAL COMMUNICATIONS ; and

     RESOLVED FURTHER, that this corporation hereby assumes all the liabilities
     of STANISLAUS COUNTY EMERGENCY MEDICAL COMMUNICATIONS.

                                        AMERICAN MEDICAL RESPONSE WEST


                                        By /s/ J. T. Grimes
                                           -------------------------------------
                                           Title Vice President


                                        By /s/ Gregory K. Guckes
                                           -------------------------------------
                                           Title Assistant Secretary




                                  Verification

     Joshua T. Grimes and Gregory K. Guckes say:

     They are the Vice President and Assistant Secretary respectively of
AMERICAN MEDICAL RESPONSE WEST, a California corporation.

     They have read the foregoing Certificate of Ownership and know the contents
thereof.

     The same is true of their own knowledge.

     Executed on August 30, 1999.

     We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.

     Dated: August 30, 1999


                                        /s/ J. T. Grimes
                                        ----------------------------------------
                                        Title Vice President


                                        /s/ Gregory V. Guckes
                                        ----------------------------------------
                                        Title Assistant Secretary


                                        2



                           AGREEMENT OF MERGER BETWEEN
                          911 EMERGENCY SERVICES, INC.
                                       and
                         AMERICAN MEDICAL RESPONSE WEST
                       (Under Section 1101 of the General
                   Corporation Law of the State of California)

     This Agreement of Merger is entered into between AMERICAN MEDICAL RESPONSE
WEST, a California corporation (herein "Surviving Corporation") and 911
EMERGENCY SERVICES, INC., a California corporation (herein called the "Merging
Corporation").

                                    RECITALS

     A. Merging Corporation is duly organized, validly existing, and in good
standing under the laws of California. Merging Corporation is a wholly owned
subsidiary of AMERICAN MEDICAL RESPONSE, INC., a Delaware corporation; and

     B. Surviving Corporation is a corporation duly organized, validly existing,
and in good standing under the laws of California. Surviving Corporation is a
wholly owned subsidiary of AMERICAN MEDICAL RESPONSE, INC., a Delaware
corporation; and

     C. Surviving Corporation and Merging Corporation are brother-sister
corporations, each having the common parent of AMERICAN MEDICAL RESPONSE, INC.,
a Delaware corporation; and

     D. AMERICAN MEDICAL RESPONSE WEST is to be the surviving corporation, as
that term is defined in the General Corporation Law of California, to the merger
described in this agreement.

     IT IS AGREED AS FOLLOWS:

     1. Merger. Merging Corporation shall be merged into AMERICAN MEDICAL
RESPONSE WEST under the laws of the State of California and such merger shall be
effective on August 31, 2002.

     2. Further Assignments or Assurances. If at any time the Surviving
corporation shall consider or be advised that any further assignments or
assurances in law are necessary to vest or to perfect or to confirm of record in
the Surviving Corporation the title to any property or rights of Merging
Corporation, or otherwise carry out the provisions hereof, the proper officers
and directors of Merging Corporation, as of the effective date of the merger,
shall execute and deliver proper deeds, assignments, confirmations, and
assurances in law, and do all acts proper to vest, perfect, and confirm title to
such property or rights in the Surviving Corporation, and otherwise carry out
the provisions hereof.



     3.   Basis of Converting Shares.

     (a) At the effective date of the merger, each share of the common stock of
the Merging Corporation shall be cancelled and no shares of the Surviving
Corporation or any other consideration whatsoever shall be issued or granted in
exchange therefore.

     (b) The outstanding shares of Surviving Corporation shall remain
outstanding and are not affected by the merger.

     4. Board of Survivor. The present Board of directors of AMERICAN MEDICAL.
RESPONSE WEST shall continue to serve as the Board of directors of the Surviving
Corporation until the next annual meeting or until such time as their successors
have been elected and qualified.

     5. Articles of Survivor. The Articles of AMERICAN MEDICAL RESPONSE WEST, as
existing on the effective date of the merger, shall continue in full force as
the Articles of the Surviving Corporation until altered, amended as provided
therein, or as provided by law.

     6. Bylaws of Survivor. The Bylaws of AMERICAN MEDICAL RESPONSE WEST, as
existing on the effective date of the merger, shall continue in full force as
the Bylaws of the surviving Corporation until altered, amended, or repealed as
provided therein or as provided by law.

     7. Miscellaneous.

     (a) Merging Corporation shall from time to time, as and when requested by
Surviving Corporation, execute and deliver all such documents and instruments
and take all such action necessary or desirable to evidence or carry out this
merger.

     (b) The validity, interpretation and performance of this agreement shall be
controlled by and construed under the laws of the State of California.

     (c) The effect of the merger are as prescribed by law.


                                       2



                Executed on August 16, 2002, at Aurora, Colorado.

                                        AMERICAN MEDICAL RESPONSE WEST


                                        By /s/ X
                                           -------------------------------------
                                           Vice President


                                        By /s/ Susan G. Bailey
                                           -------------------------------------
                                           Assistant Secretary


                                        911 EMERGENCY SERVICES, INC.


                                        By /s/ X
                                           -------------------------------------
                                           Vice President


                                        By /s/ Susan G. Bailey
                                           -------------------------------------
                                           Assistant Secretary


                                       3



                         AMERICAN MEDICAL RESPONSE WEST
                             CERTIFICATE OF APPROVAL
                                       OF
                               AGREEMENT OF MERGER

     The undersigned do hereby certify that:

     1. We are the Vice President and Assistant Secretary respectively, of
AMERICAN MEDICAL RESPONSE WEST, a California corporation.

     2. The Agreement of Merger in the form attached hereto was duly approved by
the shareholders and directors of the corporation.

     3. The shareholder approval was by 100% of the outstanding shares of the
corporation.

     4. There is only one class of shares and the number of shares outstanding
is ten thousand (10,000).

     We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.

     Dated: August 16, 2002


                                        /s/ X
                                        ----------------------------------------
                                        Title: Vice President


                                        /s/ Susan G. Bailey
                                        ----------------------------------------
                                        Title: Assistant Secretary




                          911 AMBULANCE SERVICES, INC.
                             CERTIFICATE OF APPROVAL
                                       OF
                               AGREEMENT OF MERGER

     The undersigned do hereby certify that:

     1. We are the Vice President and Assistant Secretary respectively, of 911
EMERGENCY SERVICES, INC., a California corporation.

     2. The Agreement of Merger in the form attached hereto was duly approved by
the shareholders and directors of the corporation.

     3. The shareholder approval was by 100% of the outstanding shares of the
corporation.

     4. There is only one class of shares and the number of shares outstanding
is one hundred (100).

     We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.

     Dated: August 16, 2002


                                        /s/ X
                                        ----------------------------------------
                                        Title: Vice President


                                        /s/ Susan G. Bailey
                                        ----------------------------------------
                                        Title: Assistant Secretary




                               AGREEMENT OF MERGER
                                     BETWEEN
                             GOLDEN GATE ASSOCIATES,
                      SAN FRANCISCO AMBULANCE SERVICE, INC.

                                       and

                         AMERICAN MEDICAL RESPONSE WEST
                 (Under Section 1101 of the General Corporation
                         Law of the State of California)

     This Agreement of Merger is entered into between AMERICAN MEDICAL RESPONSE
WEST, a California Corporation (herein "Surviving Corporation") and GOLDEN GATE
ASSOCIATES and SAN FRANCISCO AMBULANCE SERVICE, INC., each being a California
corporation (herein called the "Merging Corporations").

                                    RECITALS

A. Merging Corporations are each duly organized, validly existing, and in good
standing under the laws of California. Merging Corporations are wholly owned
subsidiaries of AMERICAN MEDICAL RESPONSE, INC., a Delaware corporation; and

B. Surviving Corporation is a corporation duly organized, validly existing, and
in good standing under the laws of California. Surviving Corporation is a wholly
owned subsidiary of AMERICAN MEDICAL RESPONSE, INC., a Delaware corporation; and

C. Surviving Corporation and Merging Corporations are brother-sister
corporations, each having the common parent of AMERICAN MEDICAL RESPONSE, INC.,
a Delaware corporation; and

D. AMERICAN MEDICAL RESPONSE WEST is to be the surviving corporation, as that
term is defined in the General Corporation Law of California, to the merger
described in this agreement.

IT IS AGREED AS FOLLOWS:

1. Merger. Merging Corporations shall be merged into AMERICAN MEDICAL RESPONSE
WEST under the laws of the State of California and such merger shall be
effective December 8, 2003.

2. Further Assignments or Assurances. If at any time the Surviving Corporation
shall consider or be advised that any further assignments or assurances in law
are necessary to vest or to perfect or to confirm of record in the Surviving
Corporation the title to any property or rights of Merging Corporations, or
otherwise carry out the provisions hereof, the proper officers and directors of
Merging Corporations, as of the effective date of the merger, shall execute and
deliver proper deeds, assignments, confirmations, and assurances in law, and do
all acts proper to vest, perfect, and confirm title to such property or rights
in the Surviving Corporation, and otherwise carry out the provisions hereof.



3. Basis of Converting Shares.

     (a) At the effective date of the merger, each share of the common stock of
each of the Merging Corporations shall be cancelled and no shares of the
Surviving Corporation or any other consideration whatsoever shall be issued or
granted in exchange therefore.

     (b) The outstanding shares of Surviving Corporation shall remain
outstanding and are not affected by the merger.

4. Board of Survivor. The present Board of Directors of AMERICAN MEDICAL
RESPONSE WEST, shall continue to serve as the Board of Directors of the
Surviving Corporation until the next annual meeting or until such time as their
successors have been elected and qualified.

5. Articles of Survivor. The Articles of Incorporation of AMERICAN MEDICAL
RESPONSE WEST, as existing on the effective date of the merger, shall continue
in full force as the Articles of Incorporation of the Surviving Corporation
until altered, amended as provided therein, or as provided by law.

6. Bylaws of Survivor. The Bylaws of AMERICAN MEDICAL RESPONSE WEST, existing on
the effective date of the merger, shall continue in full force as the Bylaws of
the Surviving Corporation until altered, amended, or repealed as provided
therein or as provided by law.

7. Miscellaneous.

     (a) Merging Corporations shall from time to time, as and when requested by
Surviving Corporation, execute and deliver all such documents and instruments
and take all such action necessary or desirable to evidence or carry out this
merger.

     (b) The validity, interpretation and performance of this Agreement shall be
controlled by and construed under the laws of the State of California.

     (c) The effect of the merger is as prescribed by law.

     Executed on December 4, 2003, in Greenwood Village, Colorado.

                                        AMERICAN MEDICAL RESPONSE WEST


                                        By /s/ Randel Owen
                                           -------------------------------------
                                           Vice President


                                        By /s/ X
                                           -------------------------------------
                                           Secretary


                                       2



                                        GOLDEN GATE ASSOCIATES


                                        By /s/ Randel Owen
                                           -------------------------------------
                                           Vice President


                                        By /s/ X
                                           -------------------------------------
                                           Secretary


                                        SAN FRANCISCO AMBULANCE SERVICE, INC.


                                        By /s/ Randel Owen
                                           -------------------------------------
                                           Vice President


                                        By /s/ X
                                           -------------------------------------
                                           Secretary


                                       3



                         AMERICAN MEDICAL RESPONSE WEST
                             CERTIFICATE OF APPROVAL
                                       OF
                               AGREEMENT OF MERGER

     The undersigned do hereby certify that:

     1. We are the Vice President and Secretary respectively, of AMERICAN
MEDICAL RESPONSE WEST, a California Corporation.

     2. The Agreement of Merger in the form attached hereto was duly approved by
the shareholders and directors of the corporation.

     3. The shareholder approval was by 100% of the outstanding shares of the
corporation.

     4. There is only one class of shares and the number of shares outstanding
is ten thousand (10,000).

     We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.

     Dated: December 4, 2003


                                        /s/ Randel Owen
                                        ----------------------------------------
                                        Title: Vice President


                                        /s/ X
                                        ----------------------------------------
                                        Title: Secretary




                             GOLDEN GATE ASSOCIATES
                             CERTIFICATE OF APPROVAL
                                       OF
                               AGREEMENT OF MERGER

     The undersigned do hereby certify that:

     1. We are the Vice President and Secretary respectively, of GOLDEN GATE
ASSOCIATES, a California corporation.

     2. The Agreement of Merger in the form attached hereto was duly approved by
the shareholders and directors of the corporation.

     3. The shareholder approval was by 100% of the outstanding shares of the
corporation.

     4. There is only one class of shares and the number of shares outstanding
is one hundred (100).

     We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.

     Dated: December 4, 2003


                                        /s/ Randel Owen
                                        ----------------------------------------
                                        Title: Vice President


                                        /s/ X
                                        ----------------------------------------
                                        Title: Secretary




                      SAN FRANCISCO AMBULANCE SERVICE, INC.
                             CERTIFICATE OF APPROVAL
                                       OF
                               AGREEMENT OF MERGER

     The undersigned do hereby certify that:

     1. We are the Vice President and Secretary of SAN FRANCISCO AMBULANCE
SERVICE, INC., a California corporation.

     2. The Agreement of Merger in the form attached hereto was duly approved by
the shareholders and directors of the corporation.

     3. The shareholder approval was 100% of the outstanding shares of the
corporation.

     4. There is only one class of shares and the number of shares outstanding
is one hundred (100).

     We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.

     Dated: December 4, 2003


                                        /s/ Randel Owen
                                        ----------------------------------------
                                        Title: Vice President


                                        /s/ X
                                        ----------------------------------------
                                        Title: Secretary

EX-3.19

                                                                    Exhibit 3.19

                                     BYLAWS

                                       OF

                               THE SUBSIDIARIES OF

                         AMERICAN MEDICAL RESPONSE, INC.

                              (California Version)

                                  SHAREHOLDERS

     1. PLACE OF MEETINGS. Shareholders' meetings shall be held at the principal
office for the transaction of the business of this corporation in the State of
California, or at such other place as the Board of Directors shall, by
resolution, appoint.

     2. ANNUAL MEETINGS. The annual meeting of shareholders shall be held at
10:00 a.m. on the second Tuesday in May in each year; or at such other time as
the Board of Directors may determine. At such meeting directors shall be
elected, reports of the affairs of the corporation shall be considered, and any
other business may be transacted which is within the powers of the shareholders.
The first annual meeting of shareholders after incorporation need not be held if
less than nine months have elapsed since incorporation to such meeting date.

     Written notice of each annual meeting shall be mailed to each shareholder
entitled to vote, addressed to such shareholders at his address appearing on the
books of the corporation or given by him to the corporation for the purpose of
notice. If a shareholder gives no address, notice shall be deemed to have been
given if sent by mail or other means of written communication addressed to the
place where the principal executive officer of the corporation is situated, or
if published at least once in some newspaper of general circulation in the
county in which said office is located. All such notices shall be mailed,
postage prepaid, to each shareholder entitled thereto not less than ten (10)
days nor more than sixty (60) days before each annual meeting. Such notices
shall specify the place, the day, and the hour of such meeting the names of the
nominees for election as directors if directors are to be elected at the
meeting, and those matters which the Board of Directors intends to present for
action by the shareholders, and shall state such other matters, if any, as may
be expressly required by statute.

     3. SPECIAL MEETINGS. Special meetings of the shareholders, for any purpose
or purposes whatsoever, may be called at any time by the Chairman of the Board
of Directors, if any, the President or any Vice President, or by the Board of
Directors, or by one or more shareholders holding not less than ten (10%) of the
voting power of the corporation. Except in special cases where other express
provision is made by statute, notice of such special meeting shall be given in
the same manner as for an annual meeting of shareholders. Said notice shall
specify the general nature of the business to be transacted at the meeting. No
business shall be transacted at a special meeting except as stated in the notice
sent to shareholders, unless by the unanimous consent of all shareholders
entitled to vote. Upon written request to the Chairman of the Board, the
President, the Secretary or any Vice President of the corporation by any person
(but not the Board of Directors) entitled to call a special meeting of
shareholder, the person receiving such request shall cause a notice to be given
to the shareholders entitled



to vote that a meeting will be held at a time requested by the person calling
the meeting not less than thirty-five (35) nor more than sixty (60) days after
the receipt of the request.

     4. ADJOURNED MEETINGS AND NOTICE THEREOF. Any shareholders' meeting, annual
or special, whether or not a quorum is present, may be adjourned from time to
time by the vote of a majority of the shares the holders of which are either
present in person or represented by proxy thereat, but in the absence of a
quorum no other business may be transacted at such meeting.

     Notice of an adjourned meeting need not be given if (a) the meeting is
adjourned for forty-five (45) days or less, (b) the time and place of the
adjourned meeting are announced at the meeting at which the adjournment is
taken, and (c) no new record date is fixed for the adjourned meeting. Otherwise,
notice of the adjourned meeting shall be given as in the case of an original
meeting.

     5. VOTING. Except as provided below or as otherwise provided by the
Articles of Incorporation or by law, a shareholder shall be entitled to one vote
for each share held of record on the record date fixed for the determination of
the shareholders entitled to vote at a meeting or, if no such date is fixed, the
date determined in accordance with law. Upon the demand of any shareholder made
at a meeting before the voting begins, the election of directors shall be by
ballot. At every election of directors, shareholders may cumulate votes and give
one candidate a number of votes equal to the number of directors to be elected
multiplied by the number of votes to which the shares are entitled or distribute
votes according to the same principle among as many candidates as desired;
however, no shareholder shall be entitled to cumulate votes for any one or more
candidates unless such candidate or candidates' names have been place in
nomination prior to the voting and at least one shareholder has given notice at
the meeting prior to the voting of such shareholder's intention to cumulate
votes

     6. QUORUM. A majority of the shares entitled to vote, represented in person
or by proxy, constitutes a quorum for the transaction of business. No business
may be transacted at a meeting in the absence of a quorum other than the
adjournment of such meeting, except that if a quorum is present at the
commencement of a meeting, business may be transacted until the meeting is
adjourned even though the withdrawal of shareholders results in less than a
quorum. If a quorum is present at a meeting, the affirmative vote of a majority
of the shares represented at the meeting and entitled to vote on any matter
shall be the act of the shareholders unless the vote of a larger number if
required by law or the Articles of Incorporation. If a quorum is present at the
commencement of a meeting but the withdrawal of shareholders results in less
than quorum, the affirmative vote of the majority of shares required to
constitute a quorum shall be the act of the shareholders unless the vote of a
larger number is required by law or the Articles of Incorporation. Any meeting
of shareholders, whether or not a quorum is present, may be adjourned by the
vote of a majority of the shares represented at the meeting.

     7. CONSENT OF ABSENTEES. The transactions of any meeting of shareholders,
however called and noticed and wherever held, are as valid as though had at a
meeting duly held after regular call and notice, if a quorum is present either
in person or by proxy and if, either before or after the meeting, each of the
persons entitled to vote who is not present at the meeting in person or by proxy
signs a written waiver of notice, a consent to the holding of the meeting or on
approval of the minutes of the meeting. For such purposes, a shareholder shall
not be considered present at a meeting if, at the beginning of the meeting, the
shareholder objects to the transaction of any business because the meeting was
not properly called or convened or, with respect to the consideration of a
matter required to be included in the notice for the meeting which was not so
included, the shareholder expressly objects to such consideration at the
meeting.

     8. ACTION WITHOUT MEETING. Except as provided below or by the Articles of
Incorporation, any action which may be taken at any meeting of shareholders may
be taken without a


                                        2



meeting and without prior notice if a consent in writing, setting forth the
action so taken, is signed by the holders of outstanding shares having not less
than t he minimum number of votes which would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote on such action
were present and voted. Unless the consents of all shareholders entitled to vote
have been solicited in writing, the corporation shall give, to those
shareholders entitled to vote who have not consented in writing, a written
notice of (a) any shareholder approval obtained without a meeting pursuant to
those provisions of the California Corporations Code set forth in Subsection
603(b)(1) of such Code at least ten (10) days before the consummation of the
action authorized by such approval, and (b) the taking of any other action
approved by shareholders without a meeting, which notice shall be given promptly
after such action is taken.

     9. PROXIES. A shareholder may be represented at any meeting of shareholders
by a written proxy signed by the person entitled to vote or by such person's
duly authorized attorney-in-fact. A proxy must bear a date within eleven (11)
months prior to the meeting, unless the proxy specifies a different length of
time. A revocable proxy is revoked by a writing delivered to the Secretary of
the corporation stating that the proxy is revoked or by a subsequent proxy
executed by, or by attendance at the meeting and voting in person by, the person
executing the proxy.

     10. ELECTION INSPECTORS. One or three election inspectors may be appointed
by the Board of Directors in advance of a meeting of shareholders or at the
meeting by the Chairman of the meeting. If not previously chosen, one or three
inspectors shall be appointed by the Chairman of the meeting if a shareholder or
proxy holder so requests. When inspectors are appointed at the request of a
shareholder or proxy holder, the majority of shares represented in person or by
proxy shall determine whether one or three inspectors shall be chosen. The
election inspectors shall determine all questions concerning the existence of a
quorum and the right to vote, shall tabulate and determine the results of voting
and shall do all other acts necessary or helpful to the expeditious and
impartial conduct of the vote. If there are three inspectors, the decision, act
or certificate of a majority of the inspectors is effective as if made by all.

                                    DIRECTORS

     11. POWERS. Subject to limitations of the Articles of Incorporation, of the
Bylaws, and of the California General Corporation Law as to action to be
authorized or approved by the shareholders, and subject to the duties of
directors as prescribed by the Bylaws, all corporate powers shall be exercised
by or under the ultimate direction of, and the business and affairs of the
corporation shall be managed by, the Board of Directors. Without prejudice to
such general powers, but subject to the same limitations, it is hereby expressly
declared that the directors shall have the following powers:

          (a) To select and remove all of the other officers, agents and
employees of the corporation, prescribe such powers and duties for them as may
not be inconsistent with law, with the Articles of Incorporation, or the Bylaws,
fix their compensation and require from them security for faithful service.

          (b) To conduct, manage and control the affairs and business of the
corporation, and to make such rules and regulations therefor not inconsistent
with law, or with the Articles of Incorporation, or the Bylaws, as they may deem
best.

          (c) To change the principal office for the transaction of the business
of the corporation from one location to another within the same county as
provided in Section 1 hereof; to fix and locate from time to time one or more
subsidiary offices of the corporation within or without the State of California,
as provided in Section 2 hereof; to designate any place within or without the
State of


                                        3



California for the holding of any shareholders' meeting or meetings; and to
prescribe the forms of certificates of stock, and to alter the form of such
certificates from time to time, as in their judgment they may deem best,
provided such certificates shall at all times comply with the provisions of law.

          (d) To authorize the issuance of shares of capital stock of the
corporation from time to time, upon such terms as may be lawful

          (e) To borrow money and incur indebtedness for the purposes of the
corporation, and to cause to be executed and delivered therefor, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations, or other evidences of debt and securities therefor.

     12. NUMBER OF DIRECTORS. The authorized number of directors of this
corporation shall be one or more until changed by amendment of the Articles of
Incorporation or by a Bylaw duly adopted by the shareholders amending this
Section 12.

     13. ELECTION, TERM OF OFFICE AND VACANCIES. At each annual meeting of
shareholders, directors shall be elected to hold office until the next annual
meeting. Each director, including a director elected to fill a vacancy, shall
hold office until the expiration of the term for which the director was elected
and until a successor has been elected. The Board of Directors may declare
vacant the office of a director who has been declared to be of unsound mind by
court order or convicted of a felony. Vacancies on the Board of Directors not
caused by removal may be filled by a majority of the directors then in office,
regardless of whether they constitute a quorum, or by the sole remaining
director. The shareholders may elect a director at any time to fill any vacancy
not filled, or which cannot be filled, by the Board of Directors.

     14. REMOVAL. Except as described below, any or all of the directors may be
removed without cause if such removal is approved by the affirmative vote of a
majority of the outstanding shares entitled to vote. Unless the entire Board of
Directors is so removed, no director may be removed if (a) the votes cast
against removal, or not consenting in writing to such removal, would be
sufficient to elect such director if voted cumulatively at an election at which
the same total number of votes were cast or, if such action is taken by written
consent, all shares entitled to vote were voted, and (b) the entire number of
directors authorized at the time of the director's most recent election were
then being elected.

     15. RESIGNATION. Any director may resign by giving written notice to the
Chairman of the Board, the President, the Secretary or the Board of Directors.
Such resignation shall be effective when given unless the notice specifies a
later time. The resignation shall be effective regardless of whether it is
accepted by the corporation.

     16. COMPENSATION. If the Board of Directors so resolves, the directors,
including the Chairman of the Board, shall receive compensation and expenses of
attendance for meetings of the Board of Directors and of committees of the
Board. Nothing herein shall preclude any director from serving the corporation
in another capacity and receiving compensation for such service.

     17. COMMITTEES. The Board of Directors may, by resolution adopted by a
majority of the authorized number of directors, designate one or more
committees, each consisting of two or more directors, to serve at the pleasure
of the Board. The Board may designate one or more directors as alternate members
of a committee who may replace any absent member at any meeting of the
committee. To the extent permitted by resolution of the Board of Directors, a
committee may exercise all of the authority of the Board to the extent permitted
by Section 311 of the California Corporations Code.


                                        4



     18. INSPECTION OF RECORDS AND PROPERTIES. Each director may inspect all
books, records, documents and physical properties of the corporation and its
subsidiaries at any reasonable time. Inspections may be made either by the
director or the director's agent or attorney. The right of inspection includes
the right to copy and make extracts.

     19. TIME AND PLACE OF MEETINGS AND TELEPHONE MEETINGS. Immediately
following each annual meeting of shareholders, the Board of Directors shall hold
a regular meeting for the purposes of organizing the Board, election of officers
and the transaction of other business. The Board may establish by resolution the
times, if any, other regular meetings of the Board shall be held. All meetings
of directors shall be held at the principal executive office of the corporation
or at such other place, within or without California, as shall be designated in
the notice for the meeting or in a resolution of the Board of Directors.
Directors may participate in a meeting through use of conference telephone or
similar communications equipment, so long as all directors participating in such
meeting can hear each other.

     20. CALL. Meetings of the Board of Directors, whether regular or special,
may be called by the Chairman of the Board, the President, the Secretary, any
Vice President or any two directors.

     21. NOTICE. Regular meetings of the Board of Directors may be held without
notice if the time of such meetings has been fixed by the Board. Special
meetings shall be held upon four days' notice by mail or 24 hours' notice
delivered personally or by telephone or telegraph, and regular meeting shall be
held upon similar notice if notice is required for such meetings. Neither a
notice nor a waiver of notice need specify the purpose of any regular of special
meeting. If a meeting is adjourned for more than 24 hours, notice of the
adjourned meeting shall be given prior to the time of such meeting to the
directors who were not present at the time of the adjournment.

     22. MEETING WITHOUT REGULAR CALL AND NOTICE. The transactions of any
meeting of the Board of Directors, however called and noticed or wherever held,
are as valid as though had at a meeting duly held after regular call and notice
if a quorum is present and if, either before or after the meeting, each of the
directors not present signs a written waiver of notice, a consent to holding the
meeting or an approval of the minutes of the meeting. For such purposes, a
director shall not be considered present at a meeting if, although in attendance
at the meeting, the director protests the lack of notice prior to the meeting or
at its commencement.

     23. ACTION WITHOUT MEETING. Any action required or permitted to be taken by
the Board of Directors may be taken without a meeting, if all of the members of
the Board individually or collectively consent in writing to such action.

     24. QUORUM AND REQUIRED VOTE. A majority of the directors then in office
shall constitute a quorum for the transaction of business, provided that unless
the authorized number of directors is one, the number constituting a quorum
shall not be less than the greater of one-third of the authorized number of
directors or two directors. Except as otherwise provided by Subsection 307(a)(8)
of the California Corporations Code, the Articles of Incorporation or these
Bylaws, every act or decision done or made by a majority of the directors
present at a meeting duly held at which a quorum is present is the act of the
Board. A meeting at which a quorum is initially present may continue to transact
business notwithstanding the withdrawal of directors, if any action taken is
approved by at least a majority of the required quorum for such meeting. A
majority of the directors present at a meeting, whether or not a quorum is
present, may adjourn the meeting to another time and place.

     25. COMMITTEE MEETINGS. The principles set forth in Sections 19 through 24
of these Bylaws shall apply to committees of the Board of Directors and to
actions by such committees.


                                        5



     26. LOANS. Except as provided by Section 315 of the Corporations Code, the
vote or written consent of the holders of a majority of the shares of all
classes, regardless of limitations on voting rights, other than shares held by
the benefited directors, officer or shareholder, shall be obtained before this
corporation makes any loan of money or property to or guarantees the obligation
of:

          (a) Any director of officers of the corporation, any director of
officer of any of its parents, or any director or officer of any of its
subsidiary corporations, directly or indirectly.

          (b) Any person upon the security of the shares of the corporation or
the shares of its parent, unless the loan or guaranty is otherwise adequately
secured.

                                    OFFICERS

     27. TITLES AND RELATION TO BOARD OF DIRECTORS. The officers of the
corporation shall include a President, a Secretary and a Treasurer. The Board of
Directors may also choose a Chairman of the Board and one or more Vice
Presidents, Assistant Secretaries, Assistant Treasurers or other officers. Any
number of offices may be held by the same person and, unless otherwise
determined by the Board, the Chairman of the Board and President shall be the
same person. All officers shall perform their duties and exercise their powers
subject to the direction of the Board of Directors.

     28. ELECTION, TERM OF OFFICE AND VACANCIES. At its regular meeting after
each annual meeting of shareholders, the Board of Directors shall choose the
officers of the corporation. No officer need be a member of the Board of
Directors except the Chairman of the Board. The officers shall hold office until
their successors are chosen, except that the Board of Directors may remove any
officer at any time. If an office becomes vacant for any reason, the vacancy
shall be filled by the Board.

     29. RESIGNATION. Any officer may resign at any time upon written notice to
the corporation without prejudice to the rights, if any, of the corporation
under any contract to which the officer is a party. Such resignation shall be
effective when given unless the notice specifies a later time. The resignation
shall be effective regardless of whether it is accepted by the corporation.

     30. SALARIES. The Board of Directors shall fix the salaries of the Chairman
of the Board and President and may fix the salaries of other employees of the
corporation including the other officers. If the Board does not fix the salaries
of the other officers, the president shall fix such salaries.

     31. CHAIRMAN OF THE BOARD. The Chairman of the Board, if there shall be
such an officer, shall, if present, preside at all meetings of the Board of
Directors, and exercise and perform such other powers and duties as may be from
time to time assigned to him by the Board of Directors or prescribed by the
Bylaws.

     32. PRESIDENT (CHIEF EXECUTIVE OFFICER). Unless otherwise determined by the
Board of Directors, the President shall be the general manager and chief
executive officer of the corporation, shall preside at all meetings of the Board
of Directors and shareholders, shall be ex officio a member of any committees of
the Board, shall effectuate orders and resolutions of the Board of Directors and
shall exercise such other powers and perform such other duties as the Board of
Directors shall prescribe.

     33. VICE PRESIDENT. In the absence or disability of the President, the Vice
President, if any, (or if more than one, the Vice Presidents in order of their
rank as fixed by the Board of Directors or,


                                        6



if not so ranked, the Vice President designated by the Board of Directors) shall
perform all the duties of the President, and when so acting shall have all the
powers of, and be subject to all the restrictions upon, the President. The Vice
Presidents shall have such other powers and perform such other duties as from
time to time may be prescribed for them respectively by the Board of Directors
or the Bylaws.

     34. SECRETARY. The Secretary shall have the following powers and duties:

          (a) RECORD OF CORPORATE PROCEEDINGS. The Secretary shall attend all
meetings of the Board of Directors and its committees and shall record all votes
and the minutes of such meetings in a book to be kept for that purpose at the
principal executive office of the corporation or at such other place as the
Board of Directors may determine. The Secretary shall keep at the corporation's
principal executive office, if in California, or at California, the original or
a copy of the Bylaws, as amended.

          (b) RECORD OF SHARES. Unless a transfer agent is appointed by the
Board of Directors to keep a share register, the Secretary shall keep at the
principal executive office of the corporation a share register showing the names
of the shareholders and their addresses, the number and class of share held by
each, the number and date of certificates issued, and the number and date of
cancellation of each certificate surrendered for cancellation.

          (c) NOTICES. The Secretary shall give such notices as may be required
by law or these Bylaws.

          (d) ADDITIONAL POWERS AND DUTIES. The Secretary shall exercise such
other powers and perform such other duties as the Board of Directors or
President shall prescribe.

     35. TREASURER (CHIEF FINANCIAL OFFICER). Unless otherwise determined by the
Board of Directors, the Treasurer shall have custody of the corporate funds and
securities and shall keep adequate and correct accounts of the corporation's
properties and business transactions. The Treasurer shall disburse such funds of
the corporation as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, shall render to the President and directors, at
regular meetings of the Board of Directors or whenever the Board may require, an
account of all transactions and the financial condition of the corporation and
shall exercise such other powers and perform such other duties as the Board of
Directors or President shall prescribe.

     36. OTHER OFFICERS. The other officers (if any) of this corporation shall
perform such duties as may be assigned to them by the Board of Directors.

                                     SHARES

     37. CERTIFICATES. A certificate or certificates for shares of the capital
stock of the corporation shall be issued to each shareholder when any such
shares are fully paid up. All such certificates shall be signed by the Chairman
of the Board, the President or a Vice President and the Secretary of Assistant
Secretary.

     38. TRANSFERS OF SHARES OF CAPITAL STOCK. Transfers of shares shall be made
only upon the transfer books of this corporation, kept at the office of the
corporation or transfer agent designated to transfer such shares, and before a
new certificate is issued, the old certificate shall be surrendered for
cancellation.

     39. REGISTERED SHAREHOLDERS. Registered shareholders only shall be entitled
to be treated by the corporation as the holders in fact of the shares standing
in their respective names and the


                                        7



corporation shall not be bound to recognize any equitable or other claim to or
interest in any share on the part of any other person, whether or not it shall
have express or other notice hereof, except as expressly provided by the laws of
California.

     40. LOST OR DESTROYED CERTIFICATES. The corporation may cause a new stock
certificate to be issued in place of any certificate previously issued by the
corporation alleged to have been lost, stolen or destroyed. The corporation may,
at its discretion and as a condition precedent to such issuance, require the
owner of such certificate to deliver an affidavit stating that such certificate
was lost, stolen or destroyed, or to give the corporation a bond or other
security sufficient to indemnify it against any claim that may be made against
it, including any expense or liability, on account of the alleged loss, theft or
destruction or the issuance of a new certificate.

     41. RECORD DATE AND CLOSING OF STOCK BOOKS. The Board of Directors may fix
a time, in the future, not more than sixty (60) nor less than ten (10) days
prior to the date of any meeting of shareholders, or nor more than (60) days
prior to the date fixed for the payment of any dividend or distribution, or for
the allotment of rights, or when any change or conversion or exchange of shares
shall go into effect, as a record date for determination of the shareholders
entitled to notice of and to vote at any such meeting, or entitled to receive
any such dividend or distribution, or any such allotment of rights, or to
exercise the rights in respect to any such change, conversion, or exchange of
shares, and in such case except as provided by law, only shareholders of record
on the date so fixed shall be entitled to notice of and to vote at such meeting
or to receive such dividend, distribution, or allotment of rights, or to
exercise such rights, as the case may be, notwithstanding any transfer of any
shares on the books of the corporation after any record date fixed as aforesaid.
A determination of shareholders of record entitled to notice of or to vote at a
meeting of shareholders shall apply to any adjournment of the meeting unless the
Board of Directors fixes a new record date. The Board of Directors shall fix a
new record date if the adjourned meeting takes place more than 45 days from the
date set for the original meeting.

     42. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may appoint one
or more transfer agents or transfer clerks, and one or more registrars, who
shall be appointed at such times and places as the requirements of the
corporation may necessitate and the Board of Directors may designate.

                                   AMENDMENTS

     43. ADOPTION OF AMENDMENTS. New Bylaws may be adopted or these Bylaws may
be amended or repealed:

          (a) at any annual meeting, or other meeting of the shareholders called
for that purpose, by the vote of shareholders holding more than fifty percent
(50%) of the issued and outstanding shares of the corporation; or

          (b) without a meeting, by written consent of shareholders holding more
than fifty percent (50%) of the issued and outstanding shares of the
corporation; or

          (c) by a majority of the directors of the corporation; provided;
however, that a greater vote of shareholders of directors shall be necessary if
required by law or by the Articles of Incorporation.

     44. RECORD OF AMENDMENTS. Whenever an amendment or new Bylaw is adopted, it
shall be copied in the Book of Bylaws with the original Bylaws, in the
appropriate place.

                                 CORPORATE SEAL


                                        8



     45. FORM OF SEAL. The corporation may adopt and use a corporate seal but
shall not be required to do so. If adopted and used, the corporate seal shall be
circular in form, and shall have inscribed thereon the name of the corporation,
the date of its incorporation and the word "California".

                                  MISCELLANEOUS

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

     47. CONTRACT, ETC., HOW EXECUTED. The Board of Directors, except as
otherwise provided in these Bylaws, may authorize any officer or officers, or
agent or agents, to enter into any contract or execute any instrument in the
name of and on behalf of the corporation, and such authority may be general or
confined to specific instances; and unless so authorized by the Board of
Directors, no officer, agent, or employee shall have any power or authority to
bind the corporation by any contract or engagement or to pledge its credit or to
render it liable for any purpose or for any amount.

     48. REPRESENTATION OF SHARES OF OTHER CORPORATION. The Chairman of the
Board, the President or any Vice President and the Secretary or Assistant
Secretary of this corporation are authorized to vote, represent, and exercise on
behalf of this corporation all rights incident to any and all shares of any
other corporation or corporations standing in the name of this corporation. The
authority herein granted to said officers to vote or represent on behalf of this
corporation by an all shares held by this corporation in any other corporation
or corporations may be exercised either by such officers in person or by any
other person authorized so to do by proxy or power of attorney duly executed by
said officers.

     49. INSPECTION OF BYLAWS. The corporation shall keep in its principal
office for the transaction of business the original or a copy of these Bylaws as
amended or otherwise altered to date, certified by the Secretary, which shall be
open to inspection by the shareholders at all reasonable times during office
hours.

     50. ANNUAL REPORT. The annual report to shareholders specified in Section
1501 of the California Corporations Code is dispensed with except as the Board
of Directors may otherwise determine, so long as there are less than 100 holders
of record of the corporation's shares. Any such annual report sent to
shareholders shall be sent at least 15 days prior to the next annual meeting of
shareholders.

     51. CONSTRUCTION AND DEFINITIONS. Unless the context otherwise requires,
the general provisions, rules and construction, and definitions contained in the
California General Corporation Law shall govern the construction of these
Bylaws. Without limiting the generality of the foregoing, the masculine gender
includes the feminine and neuter, the singular number includes the plural and
the plural number includes the singular, and the term "person" includes a
corporation as well as a natural person.

     52. INDEMNIFICATION.

          (a) DEFINITIONS. For the purposes hereof "agent" includes any person
who is or was a director, officer, employee, or other agent of the corporation,
or is or was servicing at the request of the corporation as a director, officer,
employee, or agent of another foreign or domestic corporation,


                                        9



partnership, joint venture, trust, or other enterprise, or was a director,
officer, employee or agent of a foreign or domestic corporation which was a
predecessor corporation of the corporation or of another enterprise at the
request of such predecessor corporation; "proceeding" includes any threatened,
pending, or completed action or proceeding, whether civil, criminal,
administrative or investigative; and "expenses" includes, without limitation,
attorneys' fees and any expenses of establishing a right of indemnification
under subsection (d) or subsection (e)(i) of this Section 52.

          (b) INDEMNIFICATION IN ACTIONS BY THIRD PARTIES. The corporation shall
have power to indemnify any person who was or is a party or is threatened to be
made a party to any proceeding (other than an action by or in the right of the
corporation to procure a judgment in its favor) by reason of the fact that such
person is or was an agent of the corporation, against expenses, judgments,
fines, settlements, and other amounts actually and reasonably incurred in
connection with such proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in the best interests of the
corporation and, in the case of a criminal proceeding, had no reasonable cause
to believe the conduct of such person was unlawful. The termination of any
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which the person reasonably
believed to be in the best interests of the corporation or that the person had
reasonable cause to believe that the person's conduct was unlawful.

          (c) INDEMNIFICATION IN ACTIONS BY OR IN THE RIGHT OF THE CORPORATION.
The corporation shall have power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending, or completed
action by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that such person is or was an agent of the corporation,
against expenses actually and reasonably incurred by such person in connection
with the defense or settlement of such action if such person acted in good
faith, in a manner such person believed to be in the best interests of the
corporation and its shareholders. No indemnification shall be made under this
subsection (c):

               (i) In respect of any claim, issue, or matter as to which such
person shall have been adjudged to be liable to the corporation in the
performance of such person's duty to the corporation and its shareholders,
unless and only to the extent that the court in which such action was brought
shall determine upon application that, in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnify for the
expenses and then only to the extent that the court shall determine;

               (ii) Of amounts paid in settling or otherwise disposing of a
pending action, without court approval; or

               (iii) Of expenses incurred in defending a pending action which is
settled or otherwise disposed of without court approval.

          (d) INDEMNIFICATION AGAINST EXPENSES. To the extent that an agent of
the corporation has been successful on the merits in defense of any proceeding
referred to in subsection (b) or (c) of this Section 52 or in defense of any
claim, issue or matter therein, the agent shall be indemnified against expenses
actually and reasonably incurred by the agent in connection therewith.

          (e) REQUIRED DETERMINATIONS. Except as provided in subsection (d) of
this Section 52, any indemnification under this Section 52 shall be made by the
corporation only if authorized in the specific case, upon a determination that
indemnification of the agent is proper in the circumstances because the agent
has met the applicable standard of conduct set forth in subsections (b) or (c)
of this Section 52 by any of the following:


                                       10



               (i) A majority vote of a quorum consisting of Directors who are
not parties to such proceeding;

               (ii) If such quorum of Directors is not obtainable, by
independent legal counsel in a written opinion;

               (iii) Approval of the shareholders, with the shares owned by the
person to be indemnified not being entitled to vote thereon; or

               (iv) The court in which such proceeding is or was pending upon
application made by the corporation or the agent or the attorney or other person
rendering services in connection with the defense, whether or not such
application by the agent, attorney, or other person is opposed by the
corporation.

          (f) ADVANCE OF EXPENSES. Expenses incurred in defending any proceeding
may be advanced by the corporation prior to the final disposition of such
proceeding upon receipt of an undertaking by or on behalf of the agent to repay
such amount unless it shall be determined ultimately that the agent is entitled
to be indemnified as authorized in this Section 52.

          (g) OTHER INDEMNIFICATION. The indemnification provided by this
Section 52 shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any other Bylaw, agreement, vote
of shareholders or disinterested directors or otherwise, both as to action in an
official capacity and as to action in another capacity while holding such
office, to the extent such additional rights to indemnification are authorized
in the Articles of the corporation. The rights to indemnify hereunder shall
continue as to a person who has ceased to be a director, officer, employee, or
agent and shall inure to the benefit of the heirs, executors, and administrators
of the person. Nothing contained in this Section 52 shall affect any right
indemnification to which persons other than such directors and officers may be
entitled by contract or otherwise.

          (h) FORMS OF INDEMNIFICATION NOT PERMITTED. No indemnification or
advance shall be made under this Section 52 except as provided in Section (d) or
Section (e)(iv) in any circumstance where it appears:

               (i) That it would be inconsistent with a provision of the
Articles, these Bylaws, a resolution of the shareholders or an agreement in
effect at the time of the accrual of the alleged cause of action asserted in the
proceeding in which the expenses were incurred or other amounts were paid, which
prohibits or otherwise limits indemnification; or

               (ii) That it would be inconsistent with any condition expressly
imposed by a court in approving a settlement.

          (i) INSURANCE. The corporation shall have power to purchase and
maintain insurance on behalf of any agent of the corporation against any
liability asserted against or incurred by the agent in such capacity or arising
out of the agent's status as such whether or not the corporation would have the
power to indemnify the agent against such liability under the provisions of this
Section 52. The fact that this corporation owns or might own all or a portion of
the shares of the company issuing a policy of insurance shall not render this
subdivision inapplicable if either of the following conditions are satisfied:
(1) if authorized in the Articles of this corporation, any policy issued is
limited to the extent provided by subdivision (d) of Section 204 of the
California Corporations Code; or (2)(A) the company issuing the insurance policy
is organized, licensed, and operated in a manner that complies with the
insurance laws


                                       11



and regulations applicable to its jurisdiction or organization, (B) the company
issuing the policy provides procedures for processing claims that do not permit
that company to be subject to the direct control of the corporation that
purchased that policy, and (C) the policy issued provides for some manner of
risk sharing between the issuer and purchaser of the policy, on one hand, and
some unaffiliated person or persons, on the other, such as by providing for more
than one unaffiliated owner of the company issuing the policy or by providing
that a portion of the coverage furnished will be obtained from some unaffiliated
insurer or reinsurer.

          (j) NONAPPLICABLITY TO FIDUCIARIES OF EMPLOYEE BENEFIT PLANS. This
Section 52 does not apply to any proceeding against any trustee, investment
manager, or other fiduciary of an employee benefit plan in such person's
capacity as such, even though such person may also be an agent of the
corporation as defined in subsection (a) of this Section 52. The corporation
shall have power to indemnify such trustee, investment manger or other fiduciary
to the extent permitted by subdivision (f) of Section 207 of the California
Corporations Code.

          (k) FURTHER INDEMNIFICATION. Notwithstanding the provisions contained
in Section 52(b) through (f) above, the corporation, at its option, may
indemnify one or more agents of the corporation to the extent provided herein,
or to such lesser extent as provided by the corporation.

               (i) To the extent provided herein, the corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any proceeding by reason of the fact that such person is or was an agent of
the corporation, for his or her expenses, judgments, fines, settlements and
other amounts actually incurred in connection with such proceeding. Provided,
however, that no indemnification of any agent (whether a director or not) shall
be made for any acts or omissions or transactions from which a director would
not be permitted to be relieved of liability as set forth in the exception of
Subdivision (10) of Section 204(a) of the Corporations Code, or as to
circumstances in which indemnity is expressly prohibited by Section 317 of the
Corporations Code.

               (ii) Expenses incurred in defending any proceeding shall be
advanced by the corporation, including prior to the final disposition of the
proceeding.

               (iii) All rights of the agent and all obligations of the
corporation contained herein shall continue during the period the agent is an
agent and shall continue thereafter so long as the agent shall be subject to any
possible proceeding by reason of the fact that the agent was an agent of the
corporation. The right to indemnification conferred herein is intended to create
a contractual obligation of the corporation which cannot be modified except with
respect to proceedings accruing subsequent to any modification.

               (iv) Promptly after receipt by the agent of notice of the
commencement of any proceeding, the agent will, if a claim in respect thereof is
to be made against the corporation hereunder, notify the corporation of the
commencement thereof; but the omission so to notify the corporation will not
relieve the corporation from any liability which it may have to the agent
otherwise than under this provision. With respect to any such proceeding as to
which the agent notifies the corporation as to the commencement thereof:

                    (A) The corporation will be entitled to participate therein
at its own expense; and

                    (B) Except as otherwise provided below, to the extent that
it may wish, the corporation jointly with any other indemnifying parties
similarly notified will be entitled to assume the defense thereof with counsel
reasonably satisfactory to the agent. After notice from the corporation to


                                       12



the agent of its election so to assume the defense thereof, the corporation will
not be liable to the agent hereunder for any legal or other expenses
subsequently incurred by the agent in connection with the defense thereof other
than reasonable costs of investigation or as otherwise provided below. The agent
shall have the right to employ its own counsel in such proceeding but the fees
and expenses of such counsel incurred after notice from the corporation of its
assumption of the defense thereof shall be at the expense of the agent unless;

                         (1) the employment of counsel by the agent has been
authorized by the corporation;

                         (2) the agent shall have reasonably concluded that
there may be a conflict of interest between the corporation and the agent in the
conduct of the defense of such proceeding, or

                         (3) within a reasonable time after notice by the agent
to the corporation, the corporation shall not in fact have employed counsel to
assume the defense of such proceeding; in each of which cases the fees and
expenses of counsel for the agent shall be at the expense of the corporation.
The corporation shall not be entitled to assume the defense of any proceeding
brought by or on behalf of the corporation or as to which the director shall
have made the conclusion provided for in (2) above.

                    (C) The corporation shall not be liable to indemnify the
agent hereunder for any amounts paid in settlement of any action or claim
effected without its written consent. The corporation shall not settle any
action or claim in any manner which would impose any penalty or limitation on
the agent without the agent's written consent. Neither the corporation nor the
agent will unreasonably withhold its consent to any proposed settlement.

               (v) The agent agrees that the agent will reimburse the
corporation for all reasonable expenses paid by the corporation in defending any
proceeding against the agent in the event and only to the extent that shall be
ultimately determined that the agent is not entitled to be indemnified by the
corporation for such expenses under the laws of California, the Articles of
Incorporation, these Bylaws or otherwise.

               (vi) If a claim for indemnification under this provision is not
paid in full by the corporation within 30 days after a written claim has been
received by the corporation, the agent so entitled may at any time thereafter
bring suit against the corporation to recover the unpaid amount of the claim
and, if successful in whole or in part, the claimant shall also be entitled to
be paid the expense of prosecuting such claim. If shall be a defense of the
corporation to any such action (other than an action brought to enforce a claim
for advancement of expenses incurred in defending any proceeding in advance of
its final disposition) that the agent has not met the standards of conduct which
make it permissible under the laws of California, the Articles of Incorporation,
these Bylaws or otherwise, to indemnify the agent for the amount claimed, but
the burden of proving such defense shall be on the corporation. Neither the
failure of the corporation to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable standard of conduct
nor an actual determination by the corporation that the claimant has not met
such applicable standard of conduct shall be a defense to the action for
advancement of expenses prior to final disposition or create a presumption that
such claimant has not met the applicable standard of conduct.


                                       13

EX-3.20

                                                                    Exhibit 3.20

                            CERTIFICATE OF FORMATION

                                       OF

                 American Medical Response Delaware Valley, LLC

     1.   The name of the limited liability company is American Medical Response
          Delaware Valley, LLC.

     2.   The address of its registered office in the State of Delaware is
          Corporation Trust Center, 1209 Orange Street, in the City of
          Wilmington, County of New Castle. The name of its registered agent at
          such address is The Corporation Trust Company.

     3.   This name and address of the organizer is:

               Joshua T. Gaines
               American Medical Response Mid-Atlantic, Inc.
               2821 S. Parker Road, 10th Floor
               Aurora, Colorado  80014

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of American Medical Response of Delaware Valley, LLC this 27th day of
October, 1998.


                                        /s/ Joshua T. Gaines
                                        ----------------------------------------
                                        Joshua T. Gaines, Organizer

EX-3.21

                                                                    Exhibit 3.21

                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                 AMERICAN MEDICAL RESPONSE DELAWARE VALLEY, LLC

          This Limited Liability Company Operating Agreement dated as of
February _, 2005 (this "Agreement") of American Medical Response Delaware
Valley, LLC (the "Company") is made and entered into by American Medical
Response Mid-Atlantic, Inc., as the 100% member of the Company (the "Member").

          The Member, by the filing of the certificate of formation with the
Delaware Secretary of States, has formed a limited liability company pursuant to
and in accordance with the Delaware Limited Liability Company Act, 6 Del.C.
Section 18-101 et seq. (as amended from time to time, the "Act"), and hereby
agrees as follows:

                                    ARTICLE I

                                  Introduction

          Section 1.1. Formation of Limited Liability Company. The name of the
limited liability company is American Medical Response Delaware Valley, LLC. The
Member is, hereby authorized to execute, deliver and file any amendments and/or
restatements of its certificate of formation (the "Certificate"), and any other
certificates and any amendments and/or restatements thereof as are necessary or
appropriate for the Company to qualify to do business in a jurisdiction in which
the Company may conduct business. The Company's business shall be conducted
under such name until such time as the Member shall hereafter designate
otherwise and file amendments to the Certificate in accordance with applicable
law.

          This Agreement is subject to, and governed by, the Act and the
Certificate. In the event of a direct conflict between the provisions of this
Agreement and the mandatory provisions of the Act or the provisions of the
Certificate, such provisions of the Act or the Certificate, as the case may be,
will be controlling.

          Section 1.2. Term. The Company was formed upon the filing of its
Certificate and shall continue until it is dissolved and its affairs wound up in
accordance with the Act.

          Section 1.3. Defined Terms. The terms used in this Agreement with
their initial letters capitalized shall, unless the context otherwise requires
or unless otherwise expressly provided herein, have the respective meanings
specified in this Section 1.3.

          "Affiliate" means, as to any Person, any other Person that, directly
or indirectly, is in Control of, is Controlled by or is under common Control
with such Person or is a director or officer of such Person.

          "Capital Contribution" means the total value of cash and agreed gross
fair market value of property contributed and agreed to be contributed to the
Company by the Member, as



shown on Exhibit A, as the same may be amended from time to time. Additional
Capital Contributions may be made by the Member.

          "Code" means the Internal Revenue Code of 1986, as amended. All
references herein to sections of the Code shall include any corresponding
provision or provisions of succeeding law.

          "Control" (including the terms "Controlling" and "Controlled by")
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of a Person, whether through the
ownership of voting securities or voting interests, by contract or otherwise.

          "Distribution" means any distribution of cash or other property made
by the Company to the Member. None of (i) the repayment of any loan made by the
Member to the Company, (ii) any payment of fees to the Member, or (iii) any
reimbursement of disbursements shall be considered a Distribution hereunder.

          "Initial Capital Contribution" means the initial contribution by the
Member to the capital of the Company pursuant to this Agreement, as reflected on
Exhibit A hereto.

          "Membership Interest" in the Company means the entire ownership
interest of the Member in the Company at any particular time, including the
Member's interest in the capital, profits and losses of the Company and the
right of the Member to any and all benefits to which the Member may be entitled
as provided in this Agreement and under the Act (including the right to receive
distributions hereunder), together with the obligations of the Member to comply
with all of the terms and provisions of this Agreement and under the Act.

          "Person" means an individual, partnership, corporation (including a
business trust), joint stock company, limited liability company, trust,
unincorporated association, joint venture or other entity, or a government or
any political subdivision or agency thereof.

          Section 1.4. Company Purposes. The purposes of the Company are to
engage in any activity permitted to limited liability companies under the laws
of the State of Delaware.

                                   ARTICLE II

                           Member, Membership Interest

          Section 2.1. Name, Address and Initial Capital Contribution; Principal
Office.

          (a) The Member, its Initial Capital Contribution to the Company, its
taxpayer identification number and its address are set forth on Exhibit A.

          (b) The principal office of the Company shall be located at the
address set forth on Exhibit A for the Member, or as the Member may otherwise
determine.

          (c) The registered agent for the service of process and the registered
office in the State of Delaware shall be that Person and location reflected in
the Certificate. The Member


                                        2



may, from time to time, change the registered agent or office through
appropriate filing with the Secretary of State of the State of Delaware. In the
event the registered agent ceases to act as such for any reason or the
registered office shall change, the Member shall promptly designate a
replacement registered agent or file a notice of change of address, as the case
may be.

          Section 2.2. Additional Capital Contributions. In order to obtain
additional funds or for other business purposes, the Member may decide to make
additional Capital Contributions to the Company. Any such additional Capital
Contributions shall be in such amounts as determined by the Member and may be in
cash or any type of property. The Member shall not be required to make any
Capital Contributions to the Company other than the Initial Capital
Contribution.

          Section 2.3. Member Loans. Loans by the Member to the Company shall
not be considered additional contributions to the capital of the Company unless
otherwise agreed by the Member.

          Section 2.4. Membership Interest. Distributions with respect to the
Membership Interest shall be made in accordance with Article V.

          Section 2.5. Certificate for Membership Interest. The Membership
Interest of the Member may be represented by a certificate or may be
uncertificated. The exact contents of any such certificate shall be determined
by the Member.

          Section 2.6. Capital and Capital Account.

          (a) No interest shall be paid on any Capital Contribution.

          (b) A capital account (the "Capital Account") shall be established and
maintained on behalf of the Member.

          (c) The Member shall not receive out of Company property any part of
its Capital Contributions until all liabilities of the Company, except
liabilities to the Member on account of its Capital Contributions, have been
paid or there remains property of the Company sufficient to pay them.

          Section 2.7. Limitation on Liability. The Member shall not be liable
under a judgment, decree or order of a court, or in any other manner, for a
debt, obligation or liability of the Company, except as provided by law or as
specifically provided otherwise herein. The Member shall not be required to loan
any funds to the Company. The Member shall not be required to make any
contribution to the Company by reason of any negative balance in the Member's
Capital Account, nor shall any negative balance in the Member's Capital Account
create any liability on the part of the Member to any third party.

          Section 2.8. Bankruptcy or Dissolution of a Member. The occurrence of
any of the events specified in Section 18-304(a)(1) through (6) or 18-304(b) of
the Act shall not result in the Member ceasing to be a member of the Company.


                                        3



                                   ARTICLE III

                       Management and Control of Business

          Section 3.1. Management of the Company. The overall management and
control of the business and affairs of the Company shall be vested in the
Member, who shall be responsible for the management of the Company's business.

          Section 3.2. Authority and Responsibility of the Member. All decisions
respecting any matter set forth in this Agreement or otherwise affecting or
arising out of the conduct of the business of the Company shall be made by the
Member, and the Member shall have the exclusive right and full authority to
manage, conduct and operate the Company's business.

          Section 3.3. Duties of Parties.

          (a) The Member shall devote such time to the business and affairs of
the Company as is necessary to carry out the Member's duties set forth in this
Agreement.

          (b) Nothing in this Agreement shall be deemed to restrict in any way
the rights of the Member, or any Affiliate of the Member, to conduct any other
business or activity whatsoever, and neither the Member nor any Affiliate of the
Member shall be accountable to the Company with respect to such other business
or activity even if such other business or activity competes with the Company's
business.

          (c) The Member understands and acknowledges that the conduct of the
Company's business may involve business dealings and undertakings with the
Member and its Affiliates. In any of those cases, those dealings and
undertakings shall be at arm's length and on commercially reasonable terms, as
determined in the business judgment of the Member.

          Section 3.4. Liability and Indemnification.

          (a) The Member shall not be liable, responsible or accountable, in
damages or otherwise, to the Company for any act performed by the Member with
respect to Company matters, except for fraud, gross negligence or an intentional
breach of this Agreement.

          (b) The Company shall indemnify the Member for any act performed by
the Member with respect to Company matters, except for fraud, gross negligence
or an intentional breach of this Agreement by the Member.

                                   ARTICLE IV

                             Accounting and Records

          Section 4.1. Records and Accounting. The books and records of the
Company shall be kept, and the financial position and the results of its
operations recorded, at the expense of the Company in accordance with the
accounting methods elected to be followed by the Company for federal income tax
purposes. The books and records of the Company shall reflect


                                        4



all Company transactions and shall be appropriate and adequate for the Company's
business. The fiscal year of the Company for financial reporting and for federal
income tax purposes shall end on August 31 of each year until changed by the
Member.

          Section 4.2. Access to Accounting Records. All books and records of
the Company shall be maintained at any office of the Company or at the Company's
principal place of business, and the Member and the Member's duly authorized
representative shall have access to them at such office of the Company and the
right to inspect and copy them at reasonable times.

          Section 4.3. Income Tax Status and Elections. The Company shall be
treated as a sole proprietorship of the Member for federal and other income tax
purposes consistent with Treasury Regulation Sections 301.7701-2(c)(2)(i) and
301.7701-3(b)(ii) and shall not make any elections for federal income tax
purposes inconsistent therewith.

          Section 4.4. Other Records. The Company shall maintain records at the
principal office of the Company or such other place as the Member may determine
which shall include the following:

          (a) the Capital Account of the Member and the Membership Interest of
the Member;

          (b) a current list of the full name and last known business or mailing
address of the Member;

          (c) a copy of the Certificate of the Company and all amendments
thereto; and

          (d) copies of the Company's currently effective written operating
agreement, copies of any writings permitted or required with respect to the
Member's obligation to contribute cash, property or services to the Company, and
copies of any financial statements of the Company for the three most recent
fiscal years.

                                    ARTICLE V

                    Allocations; Distributions and Interests

          Section 5.1. Distributions. Subject to Section 18-607 of the Act,
distributions of cash and other assets shall be made to the Member from time to
time as determined by the Member.

          Section 5.2. Allocation of Profit or Loss. Profits and losses, and
each item of Company income, gain, loss, deduction and tax preference with
respect thereto, for each fiscal year (or shorter period in respect of which
such items are to be allocated) shall be allocated to the Member, consistent
with the characterization of the Company as a sole proprietorship of the Member
pursuant to Section 4.3.

          Section 5.3. Distributions and Allocations upon Liquidation. Upon
liquidation of the Company (or the Member's Membership Interest), liquidating
distributions will be made


                                        5



pursuant to Section 5.1 and in accordance with the positive Capital Account
balance of the Member as of the date of liquidation, as determined after taking
into account all Capital Account adjustments for the Company's taxable year
during which the liquidation occurs.

                                   ARTICLE VI

                              Changes in Membership

          Section 6.1. Change in Membership. The Member shall have the right or
power, directly or indirectly, to sell, assign, transfer, give, hypothecate,
pledge, encumber or otherwise dispose of all or any portion of its interest as a
Member in the Company to any Person (a "Transferee"). Any Transferee may be
admitted as a Member with the consent of, and upon such terms (including the
capital contribution to be made and the Membership Interest to be received) as
may be determined by the Member. Upon the admission of a Transferee as a Member,
Exhibit A annexed hereto shall be amended to reflect each Member's revised
Membership Interest. No Transferee shall become a Member until the Transferee
has become a party to, and adopted all of the terms and conditions of, this
Agreement.

                                   ARTICLE VII

                                   Dissolution

          Section 7.1. Events of Dissolution. The Company shall be dissolved in
accordance with the Act.

          Section 7.2. Effect of Dissolution. Upon dissolution, the Company
shall not be terminated and shall continue until a winding up of the affairs of
the Company is completed and a certificate of dissolution has been issued by the
Secretary of State of Delaware.

          Section 7.3. Procedure for Dissolution. If the Company is dissolved,
the Member shall wind up the Company's affairs. On winding up of the Company,
the assets of the Company shall be applied in the manner, and in the order of
priority, set forth in Section 18-804 of the Act.

          Section 7.4. Filing of Certificate of Cancellation. If the Company is
dissolved, upon completion of the winding up of the Company, the Member shall
promptly file a Certificate of Cancellation with the office of the Delaware
Secretary of State.

                                  ARTICLE VIII

                                  Miscellaneous

          Section 8.1. Complete Agreement. This Agreement and the Certificate
constitute the complete and exclusive statement of the Member, and replace and
supersede all prior agreements and all prior written and oral statements by the
Member with respect to the subject matter hereof. No representation, statement,
condition or warranty not contained in this Agreement or the Certificate will be
binding on the Member or have any force or effect whatsoever with respect to the
subject matter hereof.


                                        6



          Section 8.2. Governing Law. This Agreement and the rights of the
parties hereunder will be governed by, interpreted and enforced in accordance
with the laws of the State of Delaware.

          Section 8.3. Binding Effect. Subject to the provisions of this
Agreement relating to transferability, this Agreement will be binding upon and
inure to the benefit of the Member and its successors and assigns.

          Section 8.4. Terms. Common nouns and pronouns will be deemed to refer
to the masculine, feminine, neuter, singular and plural, as the identity of the
person or persons, firm or corporation may in the context require.

          Section 8.5. Headings. All headings herein are inserted only for
convenience and ease of reference and are not to be considered in the
construction or interpretation of any provision of this Agreement.

          Section 8.6. Severability. If any provision of this Agreement is held
to be illegal, invalid or unenforceable under the present or future laws
effective during the term of this Agreement, such provision will be fully
severable; this Agreement will be construed and enforced as if such illegal,
invalid or unenforceable provision had never comprised a part of this Agreement,
and the remaining provisions of this Agreement will remain in full force and
effect and will not be affected by the illegal, invalid or unenforceable
provision or by its severance from this Agreement. Furthermore, in lieu of such
illegal, invalid or unenforceable provision, there will be added automatically
as part of this Agreement a provision as similar in terms to such illegal,
invalid or unenforceable provision as may be possible and be legal, valid and
enforceable.

          Section 8.7. Additional Documents and Acts. The Member agrees to
execute and deliver such additional documents and instruments and to perform
such additional acts as may be necessary or appropriate to effectuate, carry out
and perform all of the terms, provisions and conditions of this Agreement and
the transactions contemplated hereby.

          Section 8.8. No Third Party Beneficiary. This Agreement is made solely
and specifically for the benefit of the Member and its successors and assigns,
and no other Person will have any rights, interest or claims hereunder or be
entitled to any benefits under or on account of this Agreement as a third-party
beneficiary or otherwise.

          Section 8.9. Notices. Any notice to be given or to be served upon the
Company or the Member in connection with this Agreement must be in writing and
will be deemed to have been given and received when delivered to the address
specified by the party to receive the notice. Such notices will be given to the
Member at the address specified in Section 2.1(a) hereof and to the Company at
the address specified in Section 2.1(b). The Member or the Company may, at any
time, designate any other address in substitution of the foregoing address to
which such notice will be given, such notice to be effective upon a Person upon
its receipt.

          Section 8.10. Amendments. All amendments to this Agreement must be in
writing and signed by the Member.


                                        7



                            [Signature Page Follows]


                                        8



          IN WITNESS WHEREOF, American Medical Response Mid-Atlantic, Inc. has
executed this Agreement to be effective as of the date and year first above
written.

Dated as of February __, 2005.

                                        AMERICAN MEDICAL RESPONSE MID-ATLANTIC,
                                        INC.


                                        By: /s/ Randy Owen
                                            ------------------------------------
                                        Name: Randy Owen
                                        Title:
                                               ---------------------------------

                       [Signature Page to LLC Agreement of
                 American Medical Response Delaware Valley, LLC]


                                        9



                                    EXHIBIT A



Member                                         Initial Capital Contribution
- ------                                         ----------------------------
                                            
American Medical Response Mid-Atlantic, Inc.   $100.00
6200 S. Syracuse Way
Suite 200
Greenwood Village, CO 80111



                                       10

EX-3.22

                                                                    Exhibit 3.22

                            ARTICLES OF INCORPORATION

                    COURTESY SERVICES OF SAN BERNARDINO, INC.

                                     --o0o--

     WE, DONALD MAC RICE, MARJORIE MAE RICE, and DONALD STEVEN RICE, having
associated ourselves together for the purposes of incorporating under the
Statutes of the State of California, now execute this document, which shall
constitute the Articles of Incorporation of COURTESY SERVICES OF SAN BERNARDINO,
INC.

                                   ARTICLE I:

                                      NAME:

     The name of this corporation shall be COURTESY SERVICES OF SAN BERNARDINO,
INC.

                                   ARTICLE II:

                         SPECIFIC OBJECTS AND PURPOSES:

     The specific business in which this corporation proposes primarily and
initially to engage is that of transportation and services for the sick.

                                  ARTICLE III:

     In addition to the specific objects and purposes, as set forth in ARTICLE
II above, this corporation intends to engage in the general business of, and the
powers with which it is vested, are:

     (a) To engage in general transportation services, purchases and sales of
sickroom supplies and sickroom services;



     (b) To engage in any business related or unrelated to those described in
ARTICLE II, and from time to time authorized or approved by the Board of
Directors of this corporation;

     (c) To act as partner or joint venturer or in any other legal capacity in
any transaction;

     (d) To do business anywhere in the world;

     (e) To have and exercise all rights and powers from time to time granted to
a corporation by law;

     (f) To purchase, apply for, and otherwise acquire, sell, transfer, and
otherwise dispose of, mortgage, and otherwise encumber franchises, easements,
rights, privileges, licenses, trade-marks, trade names, patents, inventions,
improvements and processes;

     (g) To purchase, lease from others, and otherwise acquire, sell, convey,
transfer, lease to others, and otherwise dispose of, mortgage, or otherwise
encumber, real or personal property;

     (h) To borrow and loan money in connection with the foregoing purposes with
or without security therefor; to execute notes, bonds, and all other obligations
for money borrowed, property purchased, or otherwise acquired, by this
corporation, labor done, or services performed for this corporation, or any
lawful purposes, and to secure the payment of the principal and interest of said
notes, bonds, or other obligations by mortgage, pledge, hypothecation, deed of
trust, or otherwise, of any or all property owned or which may be acquired by
this corporation; and generally to transact and carry on any other business, and
to exercise any other powers which may be necessary, proper, or convenient, to
be carried on or exercised in connection with any of the foregoing purposes or
incident thereto;


                                       2



     (i) In general, to carry on any other lawful business whatsoever in
connection with the foregoing, for which it is calculated, directly or
indirectly, to promote the interests of the corporation or to enhance the value
of its properties.

     This corporation from time to time may do any one or more of the acts and
things, or carry out any one or more of the purposes herein set forth, and may
transact business in the State of California, in other states, in the District
of Columbia, in the districts, dependencies and colonies of the United States,
and in foreign countries.

                                  ARTICLES IV:

                         CAPITAL STOCK AND VOTING RIGHTS

     The total number of shares of stock which this corporation shall have
authority to issue is 20,000 shares; that said shares shall be non-assessible;
that the par value of each share is $10.00; that the aggregate par value of all
shares is $200,000.00.

     The shares of this corporation shall be classified as common shares only
and shall have full voting rights, viz., one vote to each share.

                                   ARTICLE V:

                                    DURATION

     The corporation shall have perpetual existence.

                                   ARTICLE VI:

                               NUMBER OF DIRECTORS

     The number of directors of this corporation shall be three (3) and the
names and addresses of the persons who were appointed to act as the first
directors are:



Name                          Address
- ----                          -------
                  
Donald Mac Rice      338 West 7th Street
                     San Bernardino, California



                                       3



                  
Marjorie Mae Rice    338 West 7th Street
                     San Bernardino, California

Donald Steven Rice   338 West 7th Street
                     San Bernardino, California



     Vacancies on the Board of Directors, however, created, may be filled by the
surviving members thereof.

     Pre-emptive rights are hereby granted to the shareholders of the
corporation.

     Cumulative voting shall be allowed in the election of directors of this
corporation by the stockholders.

                                  ARTICLE VII:

                          OFFICE AND PLACE OF BUSINESS

     The principal office for the transaction of the business of this
corporation shall be maintained in the County of San Bernardino, State of
California. The Board of Directors, may, however, from time to time, establish
such other offices, branches, subsidiaries or divisions in such other place or
places as they may deem advisable.

                                  ARTICLE VIII:

                           SALE OR TRANSFER OF SHARES:

     (a) Before there can be a valid sale or transfer of any of the shares of
the corporation by any holder thereof, he shall first offer said shares to the
corporation and then to the other holders of common shares in the following
manner:

     (1) Such offering shareholder shall deliver a notice in writing by mail or
otherwise to the secretary of the corporation stating the price, terms and
conditions of such proposed sale or transfer, the number of shares to be sold or
transferred, and his intention so to sell or transfer such shares. Within five
(5) days thereafter, the corporation shall have the prior right to purchase all
of said shares at the expiration of said five (5) day period, or prior thereto,


                                       4



upon the determination of the corporation to purchase none or only a portion of
such shares so offered, the secretary of the corporation shall, within five (5)
days thereafter, mail or deliver to each of the other shareholders a notice
setting forth the particulars concerning said shares not so purchased by the
corporation described in the notice received from the offering shareholder. The
other shareholders shall have the right to purchase all of the shares specified
in said secretary's notice by delivery to the secretary by mail or otherwise a
written offer or offers to purchase all or any specified number of such shares
upon the terms so described in the secretary's notice if such offer or offers
are so delivered to the secretary within ten (10) days after mailing or
delivering such secretary's notice to other shareholders. If the total number of
shares specified in such offers so received within such period by the secretary
exceeds the number of shares referred to in such secretary's notice, each
offering shareholder shall be entitled to purchase such proportion of the shares
referred to in said notice to the secretary as the number of shares held by all
such shareholders desiring to purchase the shares referred to in said notice to
the secretary.

     (2) If all of the shares referred to in said notice to the secretary are
not disposed of under such apportionment, each shareholder desiring to purchase
shares in a number in excess of his proportionate share, as provided above,
shall be entitled to purchase such proportion of those shares which remain thus
undisposed of, as the total number of shares which he holds bears to the total
number of shares held by all of the shareholders desiring to purchase shares in
excess of those to which they are entitled under such apportionment.

     (3) If none or only a part of the shares referred to in said notice to the
secretary is purchased, as aforesaid, by the corporation or in accordance with
offers made by other shareholders within said ten (10) day period, the
shareholder desiring to sell or transfer may dispose of all shares of stock
referred to in said notice to the secretary not so purchased by


                                       5



the corporation or by the other shareholders, to any person or persons he may so
desire; provided, however, that he shall not sell or transfer such shares at a
lower price or on terms more favorable to the purchaser or transferee than those
specified in said notice to the secretary.

     (4) Within the limitations herein provided, this corporation may purchase
the shares of this corporation from any offering shareholder, provided, however,
that at no time shall this corporation be permitted to purchase all of its
outstanding voting shares. Any sale or transfer or purported sale or transfer of
the shares of the corporation shall be null and void unless the terms,
conditions and provisions of this Article are strictly observed and followed.

     (b) Each shareholder of this' corporation shall be entitled to full
pre-emptive or preferential rights, as such rights are defined by law, to
subscribe for or purchase his proportional part of any shares which may be
issued at any time by this corporation.

     IN WITNESS WHEREOF, the undersigned and above named incorporators of this
corporation have executed these Articles of Incorporation on this 18th day of
June, 1962.


                                        /s/ Donald Mac Rice
                                        ----------------------------------------
                                        Donald Mac Rice


                                        /s/ Marjorie Mae Rice
                                        ----------------------------------------
                                        Marjorie Mae Rice


                                        /s/ Donald Steven Rice
                                        ----------------------------------------
                                        Donald Steven Rice

STATE OF CALIFORNIA      )
                         ) ss.
COUNTY OF SAN BERNARDINO )


                                       6



     On this 18th day of June, 1962, before me, the undersigned, a Notary public
in and for said County and State, personally appeared DONALD MAC RICE, MARJORIE
MAE RICE, and DONALD STEVEN RICE, known to me to be the persons whose names are
subscribed to the foregoing Articles of Incorporation, and acknowledged to me
that they executed the same.

     WITNESS my hand and official seal.


                                        /s/ Joanne K. Kocina
                                        ----------------------------------------
                                        Joanne K. Kocina, Notary Public in and
                                        for said County and State


                                       7



                           AGREEMENT OF MERGER BETWEEN
                            CSA ACQUISITION, INC, AND
                    COURTESY SERVICES OF SAN BERNARDINO, INC.
 (under Section 1101 of the General Corporation Law of the Stare of California)

     This Agreement of Merger is entered into between Courtesy Services of San
Bernardino, Inc., a California corporation (herein "Surviving Corporation") and
CSA Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of
American Medical Response, Inc. ("American") (herein "Merging Corporation"), The
Surviving Corporation and the Merging Corporation agree as follows:

     1. Merging Corporation shall be merged into Surviving Corporation (the
"Merger").

     2. Each share of common stock of Merging Corporation outstanding
immediately prior to the Merger shall be converted into one fully paid and
non-assessable share of common stock of the Surviving Corporation, and each
share of common stock of Surviving Corporation outstanding immediately prior to
the Merger shall be converted into a right to receive its pro rata share of
$7,400,000, half of such amount to be paid in cash, and half to be paid in the
form of a subordinated promissory note.

     3. Merging Corporation shall from time to time, as and when requested by
Surviving Corporation, execute and deliver all such documents and instruments
and take all such action necessary or desirable to evidence or carry out this
Merger.

     4. The effect of the Merger and the effective date of the Merger are as
prescribed by law.


                                       8



     IN WITNESS WHEREOF the parties have executed this Agreement.

                                        COURTESY SERVICES OF SAN BERNARDINO,
                                        INC.


                                        By: /s/ D. Steven Rice
                                            ------------------------------------
                                        Name: D. Steven Rice
                                        Title: President


                                        By: /s/ Donald Jess Rice
                                            ------------------------------------
                                        Name: Donald Jess Rice
                                        Title: Secretary


                                        CSA ACQUISITION, INC.


                                        By: /s/ Wayne Rachlen
                                            ------------------------------------
                                            Wayne Rachlen
                                            President


                                        By: /s/ William George
                                            ------------------------------------
                                            William George
                                            Assistant Secretary

Dated: April 30, 1996


                                        9



                              CSA ACQUISITION, INC.

                             CERTIFICATE OF APPROVAL
                             OF AGREEMENT OF MERGER

     Wayne Rachlen and William George certify that:

     1. We are the President and Assistant Secretary, respectively, of CSA
Acquisition, Inc., a Delaware corporation.

     2. The Agreement of Merger in the form attached hereto was duly approved by
the shareholders and the directors of the corporation.

     3. The shareholder approval was by 100% of the outstanding shares of the
corporation.

     4. There is only one class of shares and the number of shares outstanding
is 100.

     5. EACH SHARE OF COMMON STOCK OF CSA ACQUISITION, INC. OUTSTANDING
IMMEDIATELY PRIOR TO THE MERGER SHALL BE CONVERTED INTO ONE FULLY PAID AND
NON-ASSESSABLE SHARE OF COMMON STOCK OF COURTESY SERVICES OF SAN BERNARDINO,
INC. AND EACH SHARE OF COMMON STOCK OF COURTESY SERVICES OF SAN BERNARDINO, INC.
OUTSTANDING IMMEDIATELY PRIOR TO THE MERGER SHALL BE CONVERTED INTO A RIGHT TO
RECEIVE ITS PRO RATA SHARE OF $7,400,000, HALF OF SUCH AMOUNT TO BE PAID IN
CASH, AND HALF TO BE PAID IN THE FORM OF A SUBORDINATED PROMISSORY NOTE.

     We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.

Dated: April 30, 1996


                                        /s/ Wayne Rachlen
                                        ----------------------------------------
                                        Wayne Rachlen, President


                                        /s/ William George
                                        ----------------------------------------
                                        William George, Assistant Secretary


                                       10



                    COURTESY SERVICES OF SAN BERNARDINO, INC.

                             CERTIFICATE OF APPROVAL
                             OF AGREEMENT OF MERGER

     D. Steven Rice and Donald Jess Rice certify that:

     1. We are the President and Secretary, respectively, of Courtesy Services
of San Bernardino, Inc., a California corporation.

     2. The Agreement of Merger in the form attached hereto was duly approved by
the shareholders and directors of the corporation.

     3. The shareholder approval was by 100% of the outstanding shares of the
corporation.

     4. There is only one class of shares and the number of shares outstanding
is 1152.25.

     We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.

Dated: April 30, 1996


                                        /s/ D. Steven Rice
                                        ----------------------------------------
                                        D. Steven Rice, President


                                        /s/ Donald Jess Rice
                                        ----------------------------------------
                                        Donald Jess Rice, Secretary


                                       11



                            CERTIFICATE OF AMENDMENT
                                       of
                            ARTICLES OF INCORPORATION
                                       of
                    COURTESY SERVICES OF SAN BERNARDINO, INC.
                            a California Corporation

          GREGORY K. GUCKES and WILLIAM B. COOPER hereby certify that:

     1. They are the President and Assistant Secretary, respectively of Courtesy
Services of San Bernardino, Inc., (the "Corporation") a California Corporation.

     2. The Board of Directors of the Corporation has approved the following
amendment to the Articles of Incorporation of the Corporation:

                                   "ARTICLE I

                                      NAME:

     The name of this corporation shall be AMERICAN MEDICAL RESPONSE OF INLAND
EMPIRE."

     3. The foregoing amendment of the Articles of Incorporation of the
Corporation has been duly approved by the required vote of the shareholders in
accordance with Section 902 of the California Corporations Code. The total
number of outstanding shares of each class entitled to vote on this amendment
was one (1). The number of shares voting in favor of the amendment was one (1),
which constitutes more than a simple majority of these share thus exceeding the
vote required to approve this amendment.

     We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.

Dated: 4/3, 1998.


/s/ Gregory K. Guckes                   /s/ William B. Cooper
- -------------------------------------   ----------------------------------------
GREGORY K. GUCKES                       WILLIAM B. COOPER
President                               Assistant Secretary


                                       12



                           AGREEMENT OF MERGER BETWEEN
                         HOWARD AMBULANCE COMPANY, INC.
                                       and
                   AMERICAN MEDICAL RESPONSE OF INLAND EMPIRE
                       (Under Section 1101 of the General
                   Corporation Law of the State of California)

     This Agreement of Merger is entered into between AMERICAN MEDICAL RESPONSE
OF INLAND EMPIRE a California corporation (herein "Surviving Corporation") and
HOWARD AMBULANCE COMPANY, INC., a California corporation (herein "Merging
Corporation"), on August 28, 1999. The Surviving Corporation and the Merging
Corporation agree as follows:

                                    RECITALS

     A. Merging Corporation is a corporation duly organized, validly existing,
and in good standing under the laws of the State of California. Merging
Corporation is a wholly owned subsidiary of AMERICAN MEDICAL RESPONSE, INC.; and

     B. Surviving Corporation is a corporation duly organized, validly existing,
and in good standing under the laws of the State of California. Surviving
Corporation is a wholly owned subsidiary of AMERICAN MEDICAL RESPONSE, INC, a
Delaware corporation; and

     C. Surviving Corporation and Merging Corporation are brother-sister
corporations, each having the ultimate common parent of AMERICAN MEDICAL
RESPONSE, INC. a Delaware corporation; and

     D. AMERICAN, MEDICAL RESPONSE OF INLAND EMPIRE is to be the surviving
corporation, as that term is defined in the General Corporation Law of
California, to the merger described in this agreement.

     IT IS AGREED AS FOLLOWS:



     1. Merger. Merging Corporation shall be merged into AMERICAN MEDICAL
RESPONSE OF INLAND EMPIRE under the laws of the State of California.

     2. Further Assignments or Assurances. If at any time the Surviving
Corporation shall consider or be advised that any further assignments or
assurances in law are necessary to vest or to perfect or to confirm of record in
the Surviving Corporation the title to any property or rights of Merging
Corporation, or otherwise carry out the provisions hereof, the proper officers
and directors of Merging Corporation, as of the effective date of the merger,
shall execute and deliver all proper deeds, assignments, confirmations, and
assurances in law, and do all acts proper to vest, perfect, and confirm title to
such property or rights in the Surviving Corporation, and otherwise carry out
the provisions hereof.

     3. Basis of Converting Shares.

          (a) At the effective date of the merger, each share of the common
stock of the Merging Corporation (other than shares held by Merging Corporation
as treasury shares) shall be converted into one (1) fully paid and
non-assessable share of common stock of the Surviving Corporation.

          (b) Any shares of the Merging Corporation, common or preferred, held
by the Merging Corporation in its treasury on the effective date of the merger
shall be surrendered to the Surviving Corporation for cancellation.

     4. Board of Survivor. The present Board of Directors of AMERICAN MEDICAL
RESPONSE OF INLAND EMPIRE shall continue to serve as the Board of Directors of
the Surviving Corporation until the next annual meeting or until such time as
their successors have been elected and qualified.


                                        2



     5. Articles of Survivor. The Articles of AMERICAN MEDICAL RESPONSE OF
INLAND EMPIRE, as existing on the effective date of the merger, shall continue
in full force as the Articles of the Surviving Corporation until altered,
amended as provided therein, or as provided by law.

     6. Bylaws of Survivor. The bylaws of AMERICAN MEDICAL RESPONSE OF INLAND
EMPIRE, as existing on the effective date of the merger, shall continue in full
force as the bylaws of the Surviving Corporation until altered, amended, or
repealed as provided therein or as provided by law.

     7. Miscellaneous.

          (a) This agreement may be executed in any number of counterparts, each
of which shall be deemed an original.

          (b) The validity, interpretation, and performance of this agreement
shall be controlled by and construed under the laws of the State of California,
the state in which this agreement is being executed.


                                        3



     Executed on August 28, 1999, at Aurora, Colorado.

                                        HOWARD AMBULANCE COMPANY, INC.


                                        By: /s/ Joshua T. Gaines
                                            ------------------------------------
                                            Vice President


                                        By: /s/ Gregory K. Guckes
                                            ------------------------------------
                                            Assistant Secretary


                                        AMERICAN MEDICAL RESPONSE OF INLAND
                                        EMPIRE


                                        By: /s/ Joshua T. Gaines
                                            ------------------------------------
                                            Vice President


                                        By: /s/ Gregory K. Guckes
                                            ------------------------------------
                                            Assistant Secretary


                                        4



                   AMERICAN MEDICAL RESPONSE OF INLAND EMPIRE
                             CERTIFICATE OF APPROVAL
                                       OF
                               AGREEMENT OF MERGER

     The undersigned do hereby certify that:

     1. We are the Vice President and Assistant Secretary respectively, of
AMERICAN MEDICAL RESPONSE OF INLAND EMPIRE, a California corporation.

     2. The Agreement of Merger in the form attached hereto was duly approved by
the shareholders and directors of the corporation.

     3. The shareholder approval was by 100% of the outstanding shares of the
corporation.

     4. There is only one class of shares and the number of shares outstanding
is one (1).

     We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.

Dated: August 30, 1999


                                        /s/ Joshua T. Gaines
                                        ----------------------------------------
                                        Title: Vice President, Joshua T Gaines


                                        /s/ Gregory K. Guckes
                                        ----------------------------------------
                                        Title: Assistant Secretary
                                               Gregory K. Guckes



                         HOWARD AMBULANCE COMPANY, INC.
                             CERTIFICATE OF APPROVAL
                                       OF
                               AGREEMENT OF MERGER

     The undersigned do hereby certify that:

     1. We are the Vice President and Assistant Secretary respectively, of
HOWARD AMBULANCE COMPANY, INC., a California corporation.

     2. The Agreement of Merger in the form attached hereto was duly approved by
the shareholders and directors of the corporation.

     3. The shareholder approval was by 100% of the outstanding shares of the
corporation.

     4. There is only one class of shares and the number of shares outstanding
is fifty (50).

     We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.

Dated: August 30, 1999


                                        /s/ Joshua T. Gaines
                                        ----------------------------------------
                                        Title: Vice President, Joshua T. Gaines


                                        /s/ Gregory K. Guckes
                                        ----------------------------------------
                                        Title: Assistant Secretary,
                                               Gregory K. Guckes



                            CERTIFICATE OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION

     The undersigned certify that:

     1. They are the Vice President and Assistant Secretary of the corporation.

     2. The name of the corporation is American Medical Response of Inland
Empire.

     3. Article VI of the Articles of Incorporation of this corporation is
amended to read as follows:

         "The number of directors of this corporation shall be one (1)"

     4. The foregoing amendment has been duly approved by the Board of
Directors.

     5. The foregoing amendment of the Articles of Incorporation has been duly
approved by the required vote of shareholders in accordance with Section 902 of
the Corporations Code. The total number of outstanding shares of this
Corporation is 100. The number of shares voting in favor of the Amendment was
100%.

     We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.

Date: 11/1/00


                                        /s/ Gino Porazzo
                                        ----------------------------------------
                                        Gino Porazzo, Asst. Secretary


                                        /s/ Lori A. E. Evans
                                        ----------------------------------------
                                        Lori A. E. Evans, Vice President

EX-3.23

                                                                    Exhibit 3.23

                                     BY-LAWS

                                       of

                    COURTESY SERVICES OF SAN BERNARDINO, INC.

                            a California corporation

                                   ----------

                                    ARTICLE I

                              DIRECTORS; MANAGEMENT

Section 1.a.   Powers.
               Subject to the provisions of the General Corporation Law of
California, effective January 1, 1977 (to which the various Section numbers
quoted herein relate) and subject to any limitation in the Articles of
Incorporation and the By-Laws relating to action required to be approved by the
Shareholders (Sec. 153) or by the outstanding shares (Sec. 152), the business
and affairs of this corporation shall be managed by and all corporate powers
shall be exercised by or under direction of the Board of Directors.

          b.   Standard of Care.

               Each Director shall exercise such powers and otherwise perform
such duties in good faith, in the manner such Director believes to be in the
best interests of the corporation, and with such care, including reasonable
inquiry, using ordinary prudence, as a person in a like position would use under
similar circumstances. (Sec. 309)

          c.   Exception for Close Corporation.

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

Section 2. Number and Qualification.

          The authorized number of Directors of the corporation shall be four.
(Amended pursuant to Shareholders meeting of January 17, 1979.


                                        /s/ Jennifer L. Rice
                                        ----------------------------------------
                                        Jennifer L. Rice, Secretary



          This number may be changed by amendment to the Articles of
Incorporation or by an amendment to this Section 2, ARTICLE I, of these By-laws,
adopted by the vote or written assent of the Shareholders entitled to exercise
majority voting power as provided in Sec. 212.

Section 3. Election and Tenure of Office.

          The Directors shall be elected at the annual meeting of the
Shareholders, to serve for one year or until their successors are elected and
have qualified. Their term of office shall begin immediately after election.

Section 4. Vacancies.

          Vacancies in the Board of Directors may be filled by a majority of the
remaining Directors, though less than a quorum, or by a sole remaining Director,
and each Director so elected shall hold office until his successor is elected at
an annual meeting of Shareholders or at a special meeting called for that
purpose.

          The Shareholders may at any time elect a Director to fill any vacancy
not filled by the Directors, and may elect the additional Directors at the
meeting at which an amendment of the By-laws is voted authorizing an increase in
the number of Directors.

          A vacancy or vacancies shall be deemed to exist in case of the death,
resignation or removal of any Director, or if the Shareholders shall increase
the authorized number of Directors but shall fail at the meeting at which such
increase is authorized, or at an adjournement thereof, to elect the additional
Director so provided for, or in case the Shareholders fail at any time to elect
the full number of authorized Directors.

          If the Board of Directors accepts the resignation of a Director
tendered to take effect at a future time, the Board or the Shareholders shall
have power to elect a successor to take office when the resignation shall become
effective.

          No reduction of the number of Directors shall have the effect of
removing any Director prior to the expiration of his term of office.

Section 5. Removal of Directors

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

Section 6. Notice, Place and Manner of Meetings

          Meeting of the Board of Directors may be called by the Chairman of the
Board, or the President, or any Vice President, or the Secretary, or any two (2)
Directors and shall be held at the principal executive office of the corporation
in the State of California, unless some other place is designated in the notice
of the meeting. Members of the Board may participate in a meeting through use of
a conference telephone or similar communications equipment so long as all
members participating in such a meeting can hear one another. Accurate minutes
of any meeting of the Board or any committee thereof, shall be maintained as
required by Sec. 312 of the Code by the Secretary or other Officer designated
for that purpose.


                                       2



Section 7. Organization Meetings.

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

Section 8. Other Regular Meetings.

          Regular meetings of the Board of Directors shall be held at the
corporate offices, or such other place as may be designated by the Board of
Directors at such time and date as is set by the Board of Directors in an action
designating regular meetings in addition to the organization meetings. If said
day shall fall upon a holiday, such meetings shall be held on the next
succeeding business day thereafter. No notice need be given of such regular
meetings.

Section 9. Special Meetings - Notices - Waivers.

          Special meetings of the Board may be called at any time by the
President or, if he is absent or unable or refuses to act, by any Vice President
or the Secretary or by any two Directors or by one Director if only one is
provided.

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

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

Section 10. Sole Director Provided by Articles of Incorporation.

          In the event only one Director is required by the By-Laws or Articles
of Incorporation, then any reference herein to notices, waivers, consents,
meetings or other actions by a majority or quorum of the Directors shall be
deemed to refer to such notice, waiver, etc., by such sole Director, who shall
have all the rights and duties and shall be entitled to exercise all of the
powers and shall assume all the responsibilities otherwise herein described as
given to a Board of Directors.

Section 11. Directors Acting by Unanimous Written Consent.

          Any action required or permitted to be taken by the Board of Directors
may be taken without a meeting and with the same force and effect as if taken by
a unanimous vote of


                                       3



Directors, if authorized by a writing signed individually or collectively by all
members of the Board. Such consent shall be filed with the regular minutes of
the Board.

Section 12. Quorum.

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

Section 13. Notice of Adjournment.

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

Section 14. Compensation of Directors.

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

Section 15. Committees.

          Committees of the Board may be appointed by resolution passed by a
majority of the whole Board. Committees shall be composed of two or more members
of the Board, and shall have such powers of the Board as may be expressly
delegated to it by resolution of the Board of Directors, except those powers
expressly made non-delegable by Sec. 311.

Section. 16. Advisory Directors.

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

Section 17. Resignations.

          Any Director may resign effective upon giving written notice to the
Chairman of the Board, the President, the Secretary or the Board of Directors of
the corporation, unless the notice specifies a later time for the effectiveness
of such resignation. If the resignation is


                                       4



effective at a future time, a successor may be elected to take office when the
resignation becomes effective.

                                   ARTICLE II

                                    OFFICERS

Section 1. Officers.

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

Section 2. Election.

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

Section 3. Subordinate Officers, Etc.

          The Board of Directors may appoint such other Officers as the business
of the corporation may require, each of whom shall hold office for such period,
have such authority and perform such duties as are provided in the By-Laws or as
the Board of Directors may from time to time determine.

Section 4. Removal and Resignation.

          Any Officer may be removed, either with or without cause, by a
majority of the Directors at the time in office, at any regular or special
meeting of the Board, or, except in case of an Officer chosen by the Board of
Directors, by any Officer upon whom such power of removal may be conferred by
the Board of Directors.

          Any Officer may resign at any time by giving written notice to the
Board of Directors, or to the President, or to the Secretary of the corporation.
Any such resignation shall take effect at the date of the receipt of such notice
or at any later time specified therein; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.

Section 5. Vacancies.

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

Section 6. Chairman of the Board.

          The Chairman of the Board, if there shall be such an Officer, shall,
if present, preside at all meetings of the Board of Directors, and exercise and
perform such other powers


                                       5


and duties as may be from time to time assigned to him by the Board of Directors
or prescribed by the By-Laws.

Section 7. President.

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

Section 8. Vice President.

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

Section 9. Secretary.

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

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

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

Section 10. Chief Financial Officer.

          This officer shall keep and maintain or cause to be kept and
maintained adequate and correct accounts, books and records of the corporation's
business and properties, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, capital, earnings (or surplus) and
shares. The books of account shall at all reasonable times be open to inspection
by any Director.


                                       6



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

                                   ARTICLE III

                             SHAREHOLDERS' MEETINGS

Section 1. Place of Meetings.

          Meetings of the Shareholders shall be held at the principal executive
office of the corporation, in the State of California, unless some other
appropriate and convenient location be designated for that purpose from time to
time by the Board of Directors.

Section 2. Annual Meetings.

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

          Time of Meeting: 9:00 A.M.

          Date of Meeting: May 15

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

Section 3. Special Meetings.

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

          Upon receipt of a written request addressed to the Chairman,
President, Vice President, or Secretary, mailed or delivered personally to such
Officer by any person (other than the Board) entitled to call a special meeting
of Shareholders, such Officer shall cause notice to be given, to the
Shareholders entitled to vote, that a meeting will be held at a time requested
by the person or persons calling the meeting, not less than twenty-five nor more
than sixty days after the receipt of such request. If such notice is not given
within twenty days after receipt of such request, the persons calling the
meeting may give notice thereof in the manner provided by these By-Laws or apply
to the Superior Court as provided in Sec. 305(c).

Section 4. Notice of Meetings - Reports.

          Notice of meetings, annual or special, shall be given in writing not
less than ten nor more than sixty days before the date of the meeting, to
Shareholders entitled to vote thereat


                                       7



by the Secretary or the Assistant Secretary, or if there be no such Officer, or
in the case of his neglect or refusal, by any Director or Shareholder.

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

          Notice of any meeting of Shareholders shall specify the place, the day
and the hour of meeting, and (1) in case of a special meeting, the general
nature of the business to be transacted and no other business may be transacted,
or (2) in the case of an annual meeting, those matters which the Board at date
of mailing, intends to present for action by the Shareholders. At any meetings
where Directors are to be elected, notice shall include the names of the
nominees, if any, intended at date of Notice to be presented by management for
election.

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

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

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

Section 5. Validation of Shareholders' Meetings.

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

Section 6. Shareholders Acting Without A Meeting - Directors.

          Any action which may be taken at a meeting of the Shareholders, may be
taken without a meeting or notice of meeting if authorized by a writing signed
by all of the Shareholders entitled to vote at a meeting for such purpose, and
filed with the Secretary of the corporation; provided, however, that while other
than at a Board meeting ordinarily Directors can only be elected by unanimous
written consent under Sec. 603(d), the persons holding a majority of shares
entitled to vote for the election of Directors may, by written consent, fill any
vacancy not filled by the Directors.


                                       8



Section 7. Other Actions Without A Meeting.

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

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

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

          (2) Prompt notice shall be given of the taking of any other corporate
     action approved by Shareholders without a meeting by less than unanimous
     written consent, to each of those Shareholders entitled to vote who have
     not consented in writing.

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

Section 8. Quorum.

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

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

Section 9. Voting Rights; Cumulative Voting

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

          Provided the candidate's name has been placed in nomination prior to
the voting and one or more Shareholders has given notice at the meeting prior to
the voting of the


                                       9



Shareholder's intent to cumulate the Shareholder's votes, every Shareholder
entitled to vote at any election for Directors may cumulate his votes and give
one candidate a number of votes equal to the number of Directors to be elected
multiplied by the number of votes to which his shares are entitled, or
distributed his votes on the same principle among as many candidates as he
thinks fit.

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

          The Board of Directors may fix a record date for the determination of
the Shareholders entitled to notice of and to vote at any such meeting in
accordance with Sec. 5 of ARTICLE IV hereof.

Section 10. Proxies.

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

Section 11. Organization.

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

Section 12. Inspectors of Election.

          In advance of any meeting of Shareholders the Board of Directors may,
if they so elect, appoint inspectors of election to act at such meeting or any
adjournments thereof. If inspectors of election be not so appointed, the
chairman of any such meeting may, and on the request of any Shareholder or his
proxy shall, make such appointment at the meeting in which case the number of
inspectors shall be either one or three as determined by a majority of the
Shareholders represented at the meeting.

Section 13. Shareholders' Agreements.

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


                                       10



                                   ARTICLE IV

                       CERTIFICATES AND TRANSFER OF SHARES

Section 1. Certificates for Shares.

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

          Every certificate for shares must be signed by the President or a
Vice-President and the Secretary or an Assistant Secretary or must be
authenticated by facsimiles of the signatures of the President and Secretary or
by a facsimile of the signature of its President and the written signature of
its Secretary or an Assistant Secretary. Before it becomes effective every
certificate for shares authenticated by a facsimile of a signature must be
countersigned by a transfer agent or transfer clerk and must be registered by an
incorporated bank or trust company, either domestic or foreign, as registrar of
transfers.

Section 2. Transfer on the Books.

          Upon surrender to the Secretary or transfer agent of the corporation
of a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.

Section 3. Lost or Destroyed Certificates.

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

Section 4. Transfer Agents and Registrars.

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

Section 5. Closing Stock Transfer Books - Record Date.

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


                                       11



          If no record date is fixed:

          The record date for determining Shareholders entitled to notice of or
to vote at a meeting of Shareholders shall be at the close of business on the
business day next preceding the day on which notice is given or, if notice is
waived, at the close of business on the business day next preceding the day on
which the meeting is held.

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

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

Section 6. Legend Condition.

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

Section 7. Close Corporation Certificates.

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

                                    ARTICLE V

                   CORPORATE RECORDS AND REPORTS -- INSPECTION

Section 1. Records.

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

Section 2. Inspection of Books and Records.

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

Section 3. Certification and Inspection of By-Laws.

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


                                       12



Section 4. Checks, Drafts, Etc.

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

Section 5. Contracts, Etc. -- How Executed.

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

                                   ARTICLE VI

                                 ANNUAL REPORTS

Section 1. Due Date, Contents.

          The Board of Directors shall cause an annual report or statement to be
sent to the Shareholders of this corporation not later than 120 days after the
close of the fiscal or calendar year in accordance with the provisions of Secs.
1500 - 1501. Such report shall be sent to Shareholders. Such report shall
contain a balance sheet as of the end of the fiscal year, an income statement
and a statement of changes in financial position for such fiscal year,
accompanied by any report thereon of independent accountant, or if there is no
such report, a certificate of the Chief Financial Officer or President that such
statements were prepared without audit from the books and records of the
corporation.

Section 2. Waiver.

          The foregoing requirement of an annual report may be waived by the
Board so long as this corporation shall have less than 100 Shareholders.

                                   ARTICLE VII

                              AMENDMENTS TO BY-LAWS

Section 1. By Shareholders.

          New By-Laws may be adopted or these By-Laws may be repealed or amended
at their annual meeting, or at any other meeting of the Shareholders called for
that purpose, by a vote of Shareholders entitled to exercise a majority of the
voting power of the corporation, or by written assent of such Shareholders.


                                       13



Section 2. Powers of Directors.

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

Section 3. Record of Amendments.

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

                                  ARTICLE VIII

                                  MISCELLANEOUS

Section 1. References to Code Sections.

          "Sec." references herein refer to the equivalent Sections of the
General Corporation Law effective January 1, 1977, as amended.

Section 2. Effect of Shareholders' Agreement.

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

Section 3. Representation of Shares in Other Corporations.

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

Section 4. Subsidiary Corporations.

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


                                       14



Section 5. Indemnity.

          The corporation may indemnify any Director, Officer, agent or employee
as to those liabilities and on those terms and conditions as are specified in
Sec. 317. In any event, the corporation shall have the right to purchase and
maintain insurance on behalf of any such persons whether or not the corporation
would have the power to indemnify such person against the liability insured
against.

                       CERTIFICATE OF ADOPTION OF BY-LAWS

     I certify as follows:

     I am the duly elected, qualified and acting Secretary of COURTESY SERVICES
OF SAN BERNARDINO, INC., a California corporation. The foregoing By-Laws were
adopted as the By-Laws of said corporation at a meeting of the Board of
Directors of this corporation held on December 8, 1978.

     In witness whereof, I have set my hand and affixed the corporate seal this
8th day of December, 1978.


                                        /s/ Jennifer L. Rice
                                        ----------------------------------------
                                        JENNIFER L. RICE, Secretary


                                       15

EX-3.24

                                                                    Exhibit 3.24

Secretary of the Commonwealth

                ARTICLES OF MERGER-DOMESTIC BUSINESS CORPORATION
                              DSCB:15-1926 (Rev 90)

In compliance with the requirements of 15 Pa.C.S. Section 1926 (relating to
articles of merger or consolidation), the undersigned business corporations,
desiring to effect a merger, hereby state that:

1. The name of the corporation surviving the merger is: American Medical
Response Mid-Atlantic, Inc.

2. (Check and complete one of the following):

[X]  The surviving corporation is a domestic business corporation and the (a)
     address of its current registered office in this Commonwealth or (b) name
     of its commercial registered office provider and the county of venue is
     (the Department is hereby authorized to correct the following information
     to conform to the records of the Department):

(a)  Number and Street: Arsenal Business Center, Bldg. #5, 5301 Tacony St.
     City:              Philadelphia
     State:             PA
     Zip:               19137
     County:            Philadelphia

(b)  c/o: Name of Commercial Registered Office Provider: _______________________
          County:       ________________________________________________________

For a corporation represented by a commercial registered office provider, the
county in (b) shall be deemed the country in which the corporation is located
for venue and official publication purposes.

[ ]  The surviving corporation is a qualified foreign business corporation
     incorporated under the laws of __________ and the (a) address of its
     current registered office in this Commonwealth or (b) commercial registered
     office provider end the county of venue is (the Department is hereby
     authorized to correct the following address to conform to the records of
     the Department):

(a)  Number and Street: ________________________________________________________
     City:              ________________________________________________________
     State:             ________________________________________________________
     Zip:               ________________________________________________________
     County:            ________________________________________________________

(b)  c/o: Name of Commercial Registered Office Provider: _______________________



          County:       ________________________________________________________

For a corporation represented by a commercial registered office provider, the
country in (b) shall be deemed the county in which the corporation is located
for venue and official publication purposes.

[ ]  The surviving corporation is a nonqualified foreign business corporation
     incorporated under the laws of ________ and the address of its principal
     office under the laws of such domiciliary jurisdiction is:

     Number and Street: ________________________________________________________
     City:              ________________________________________________________
     State:             ________________________________________________________
     Zip:               ________________________________________________________

3.   The name and the address of the registered office in this Commonwealth or
     name of its commercial registered office provider and the county of venue
     of each other domestic business corporation and qualified business
     corporation which is a party to the plan of merger are as follows:

Name of Corporation:
     Ambu-Care, Inc.,
     CareLine-Delaware Valley,

Address of Registered Office or Name of Commercial Registered Office Provider:
     c/o C T Corporation System
     c/o C T Corporation System

County:
     Philadelphia
     Philadelphia


                                        2



DSCB 15-1925 (Rev 90)-2

4.   (Check, and if appropriate complete, one of the following):

[ ]  The plan of merger shall be effective upon filing these Articles of Merger
     in the Department of State.

[X]  The-plan of merger shall be effective on:   September 2, 1997 at __________
                                                 Date                 Hour

5.   The manner in which the plan of merger was adopted by each domestic
     corporation is as follows:

Name of Corporation:
     American Medical Response Mid-Atlantic, Inc.
     Ambu-Care, Inc.
     CareLine-Delaware Valley, Inc.

Manner of Adoption:
     Written Consent of sole Director
     Written Consent of sole Director
     Written Consent of sole Director and sole Shareholder

6. (Strike out this paragraph if no foreign corporation is a party to the
merger).

7. (Check, and if appropriate complete, one of the following):

[X]  The plan of merger is set forth in full in Exhibit A attached hereto and
     made a part hereof.

[ ]  Pursuant to 15 Pa.C.S. Section 1901 (relating to omission of certain
     provisions from filed plans) the provisions, if any, of the plan of merger
     that amend or constitute the operative Articles of Incorporation of the
     surviving corporation as in effect subsequent to the effective date of the
     plan are set forth in full in Exhibit A attached hereto and made a part
     hereof. The full text of the plan of merger is on file at the principal
     place of business of the surviving corporation, the address of which is:

     Number and Street: ________________________________________________________
     City:              ________________________________________________________
     State:             ________________________________________________________
     Zip:               ________________________________________________________
     County:            ________________________________________________________


                                        3



     IN TESTIMONY WHEREOF, the undersigned corporation or each undersigned
corporation has caused these Articles of Merger to be signed by a duly
authorized officer thereof this 27 day of August, 1997

(Name of Corporation)

SEE EXHIBIT A ATTACHED HERETO


BY:
    ---------------------------------
    (Signature)

TITLE:
       -----------------------------


(Name of Corporation)


BY:
    ---------------------------------
    (Signature)

TITLE:
       ------------------------------


                                        4



AMERICAN MEDICAL RESPONSE
MID-ATLANTIC, INC.


By: /s/ Joshua T. Gaines
    ---------------------------------
Name: Joshua T. Gaines
Title: Vice President


AMBU-CARE, INC.


By: /s/ Joshua T. Gaines
    ---------------------------------
Name: Joshua T. Gaines
Title: Vice President


CARELINE-DELAWARE VALLEY, INC.


By: /s/ Joshua T. Gaines
    ---------------------------------
Name: Joshua T. Gaines
Title: Vice President

Dated: August 27, 1997


                                        5



     PLAN OF MERGER approved by CareLine-Delaware Valley, Inc., a business
corporation formed under the General Corporation Law of Delaware, and by
resolution adopted by its sole Director on said date, Ambu-Care, Inc., which is
a business corporation organized under the laws of the Commonwealth of
Pennsylvania, and which is subject to the provisions of the Business Corporation
Law of 1988 of the Commonwealth of Pennsylvania, and adopted by its sole
Director on said date, by American Medical Response Mid-Atlantic, Inc., which is
a business corporation organized under the laws of the Commonwealth of
Pennsylvania, and which is subject to the provisions of the Business Corporation
Law of 1988 of the Commonwealth of Pennsylvania, and by resolution adopted by
its sole Director on said date.

     1. Ambu-Care, Inc., and CareLine-Delaware Valley, Inc. and American Medical
Response Mid-Atlantic, Inc., shall, pursuant to the provisions of the Business
Corporation Law of 1988 of the Commonwealth of Pennsylvania and the provisions
of the General Corporation Law of Delaware, be merged with and into a single
corporation to wit, American Medical Response Mid-Atlantic, Inc., which shall be
the surviving corporation upon the effective date of the merger and which is
sometime hereinafter referred to as the "surviving corporation", and which shall
continue to exist as said surviving corporation under its present name pursuant
to the provisions of the Business Corporation Law of 1988 of the Commonwealth of
Pennsylvania. The separate existence of Ambu-Care, Inc., and CareLine-Delaware
Valley, Inc., which are sometimes hereinafter referred to as the "terminating
companies", shall cease upon the effective date of the merger in accordance with
the provisions of the Laws of the Commonwealth of Pennsylvania and the General
Corporation Law of Delaware.

     2. The Articles of Incorporation of the surviving corporation upon the
effective date of the merger in the Commonwealth of Pennsylvania shall continue
to be the Articles of Incorporation of said surviving corporation and shall
continue in full force and effect until amended and changed in the manner
prescribed by the provisions of the Business Corporation Law of 1988 of the
Commonwealth of Pennsylvania.

     3. The bylaws of the surviving corporation as in fore and effect upon the
effective date of the merger in the Commonwealth of Pennsylvania shall continue
to be the bylaws of said surviving corporation and shall continue in full force
and effect until changed, altered or amended as therein provided and in the
manner prescribed by the provisions of the Business Corporation Law of 1988 of
the Commonwealth of Pennsylvania.

     4. The directors and officers in office of the surviving corporation upon
the effective date of the merger in the Commonwealth of Pennsylvania shall
continue to be the members of the Board of Directors and the officers of the
surviving corporation, all of whom shall hold their directorships and offices
until the election and qualification of their respective successors or until
their tenure is otherwise terminated in accordance with the bylaws of the
surviving corporation.

     5. Each issued share of each terminating company immediately prior to the
effective time and date of the merger shall, at the effective time and date of
the merger be canceled and no payment shall be made in respect thereof. The
issued shares of the surviving corporation shall not be converted or exchanged
in any manner, but each said share which is issued as of the


                                        6



effective date of the merger shall continue to represent one issued share of the
surviving corporation.

     6. In the event that the merger of the terminating companies with and into
the surviving corporation shall have been fully authorized in accordance with
the provisions of the General Corporation Law of Delaware and in accordance with
the provisions of the Business Corporation Law of 1988 of the Commonwealth of
Pennsylvania, the terminated companies and the surviving corporation hereby
stipulate that they will cause to be executed and filed and/or recorded any
document or documents prescribed by the laws of the State of Delaware and of the
Commonwealth of Pennsylvania, and that they will cause to be performed all
necessary acts therein and elsewhere to effectuate the merger.

     7. Any officer of the terminating companies and any officer of the
surviving corporation are hereby authorized to execute Articles of Merger upon
behalf of said corporations, respectively, in conformity with the provisions of
the Business Corporation Law of 1988 of the Commonwealth of Pennsylvania; and
each of the Boards of Directors and the proper officers of the terminating
companies, and of the surviving corporation, respectively, are hereby
authorized, empowered, and directed to do any and all acts and things, and to
make, execute, deliver, file, and/or record any and all instruments, papers, and
documents which shall be or become necessary, proper, or convenient to carry out
or put into effect any of the provisions of this Plan of Merger of the merger
herein provided for.

     8. The effective date of this Plan of Merger and of the merger therein
provided for shall, insofar as the provisions of the Business Corporation Law of
1988 of the Commonwealth of Pennsylvania shall govern the same, be September 2,
1997.


                                        7



Secretary of the Commonwealth

                    STATEMENT OF CHANGE OF REGISTERED OFFICE
                    DSCB:15-1507/4144/5507/6144/8506 (Rev 90)

Indicate type of entity (check one):

[X]  Domestic Business Corporation (15 Pa.C.S. Section 1507)

[ ]  Foreign Nonprofit Corporation (15 Pa.C.S. Section 6144)

[ ]  Foreign Business Corporation (15 Pa.C.S. Section 4144)

[ ]  Domestic Limited Partnership (15 Pa.C.S. Section 8506)

[ ]  Domestic Nonprofit Corporation (15 Pa.C.S. Section 5507)

In compliance with the requirements of the applicable provisions of 15 Pa.C.S.
(relating to corporations and unincorporated actions) the. undersigned
corporation or limited partnership, desiring to effect a change of registered
office, hereby states that:

1. The name of the corporation or limited partnership is American Medical
Response Mid-Atlantic Inc.

2. The (a) address of this corporation's or limited partnership's current
registered office in this Commonwealth or (b) name of its commercial registered
office provider and the county of venue is: (the Department is hereby authorized
to correct the following information to conform to the records of the
Department):

(a)  Not On File
     Number and Street         City     State     Zip     County

(b)  c/o: _____________________________________________   ____________
          Name of Commercial Registered Office Provider   County

For a corporation or a limited partnership represented by a commercial
registered office provider; the county in (b) shall be deemed the county in
which the corporation or limited partnership is located for venue and official
publication purposes.

3. (Complete part (a) or (b)):

(a) The address to which the registered office of the corporation or limited
partnership in this Commonwealth is to be changed is:

          ____________________ ________ _________ _______ ____________
          Number and Street    City     State     Zip     County

(b) The registered office of the corporation or limited partnership shall be
provided by:


                                       8



     c/o: CT CORPORATION SYSTEM                           Philadelphia
          Name of Commercial Registered Office Provider   County

For a corporation or a limited partnership represented by a commercial
registered office provider, the county in (b) shall be deemed the county in
which the corporation or limited partnership is located for venue and official
publication purposes.


                                       9



DSCB:15-1507/4144/5507/6144/8506 (Rev 90)-2

4. (Strike out if a limited partnership): Such change was authorized by the
Board of Directors of the corporation.

IN TESTIMONY WHEREOF, the undersigned corporation or limited partnership has
caused this statement to be signed by a duly authorized officer this ______ day
of 19__.

Name of Corporation/Limited Partnership: American Medical Response Mid-Atlantic,
Inc.


By: /s/ William George
    ---------------------------------
    (Signature)
Title: William George, Vice President


                                       10



Acting Secretary of the Commonwealth

               ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
                              DSC8:15-1915 (Rev 90)

In compliance with the requirements of 15 Pa.C.S. Section 1915 (relating to
articles of amendment), the undersigned business corporation, desiring to amend
its Articles, hereby states that:

1.   The name of the corporation is: U.S. Healthtec, Inc.

2.   The (a) address of this corporation's current registered office in this
     Commonwealth or (b) name of its commercial registered office provider and
     the county of venue is (the Department is hereby authorized to correct the
     following information to conform to the records of the Department):

(a)  Number and Street: Arsenal Business Center, Building #15,5301 Tacony St.
     City:              Philadelphia
     State:             PA
     Zip:               19137

(b)  c/o:   Name of Commercial Registered Office Provider ______________________
            County      ________________________________________________________

For a corporation represented by a commercial registered office provider, the
county in (b) shall be deemed the county to which the corporation is located for
venue and official publication purposes.

3.   The statute by or under which it was incorporated is: Pennsylvania

4.   The data of its incorporation is: 2/24/82

5.   (Check, and if appropriate complete, one of the following):

[X]  The amendment shall be effective upon filing these Articles of Amendment in
     the Department of State.

[ ]  The amendment shall be effective on:
     Date _________________ at
     Hour _________________

6.   (Check one of the following):

[X]  The amendment was adopted by the shareholders (or members) pursuant to 15
     Pa.C.S. Section 1914(a) and (b).


                                       11



[ ]  The amendment was adopted by the board of directors pursuant to 15
     Pa.C.S. Section 1914(c).

7.   (Check, and N appropriate complete, one of the following):

[X]  The amendment adopted by the corporation, set forth in full, is as follows:

     1.   The name of the corporation is American Medical Response Mid-Atlantic,
          Inc.

[ ]  The amendment adopted by the corporation is set forth in full in Exhibit A
     attached hereto and made a part hereof.


                                       12



DSCB:15-1915 (Rev 90)-2

8.   (Check if the amendment restates the Articles):

[ ]  The restated Articles of Incorporation supersede the original Articles and
     all amendments thereto.

IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of
Amendment to be signed by a duly authorized officer thereof this 22 day of
January, 1995.

Name of Corporation: U.S. Healthtec, Inc.


                                        BY: /s/ X
                                            ------------------------------------
                                            (Signature)
                                        Title: Vice President


                                       13



Secretary of the Commonwealth

ARTICLES OF MERGER-DOMESTIC BUSINESS CORPORATION
DSCB-15-1926 (Rev. 90)

In compliance with the requirements of 15 Pa. C.S. Section 1926 (relating to
articles of merger or consolidation), the undersigned business corporations,
desiring to effect a merger, hereby state that:

1.   The name of the corporation surviving the merger is: U.S. Healthtec, Inc.

2.   (Check and complete one of the following):

[X]  The surviving corporation is a domestic business corporation and the (a)
     address of its current registered office in this Commonwealth or (b) name
     of its commercial registered office provider and the county of venue is
     (the Department is hereby authorized to correct the following information
     to conform to the records of the Department):

(a)  Number and Street: Arsenal Business Ctr., #15, 5301 Tacony St.,
     City:              Phila.,
     State:             PA
     Zip:               19137
     County:            Philadelphia

(b)  c/o: Name of Commercial Registered Office Provider: _______________________
          County:       ________________________________________________________

For a corporation represented by a commercial registered office provider, the
county in (b) shall be deemed the county in which the corporation is located for
venue and official publication purposes.

[ ]  The surviving corporation is a qualified foreign business corporation
     incorporated under the laws of ___________ and the (a) address of its
     current registered office in this Commonwealth or (b) name of its
     Commercial registered office provider and the county of venue is (the
     Department is hereby authorized to correct the following information to
     conform to the records of the Department):

(a)  Number and Street: ________________________________________________________
     City:              ________________________________________________________
     State:             ________________________________________________________
     Zip:               ________________________________________________________
     County:            ________________________________________________________

(b)  c/o: Name of Commercial Registered Office Provider:


                                       14



          County:       ________________________________________________________

For a corporation represented by a commercial registered office provider. the
county in (b) shall be deemed the county in which the corporation is located for
venue and official publication purposes.

[ ]  The surviving corporation is a nonqualified foreign business corporation
     incorporated under the laws of _________ and the address of its principal
     office under the laws of such domiciliary jurisdiction is:

     Number and Street: ________________________________________________________
     City:              ________________________________________________________
     State:             ________________________________________________________
     Zip:               ________________________________________________________
     County:            ________________________________________________________

3. The name and the address of the registered office in this Commonwealth or
name of its commercial registered office provider and the county of venue of
each other domestic business corporation and qualified foreign business
corporation which is a party to the plan of merger are as follows:

Name of Corporation: Professional Ambulance Service, Inc.
Address of Registered Office or Name of Commercial Registered Office Provider:
Arsenal
Business Ctr., #15, 5301 Tacony St.,
County: Phila., PA 19137

4.   (Check, and if appropriate complete, one of the following):

[ ]  The plan of merger shall be effective upon filing these Articles of Merger
     in the Department of State.

[X]  The plan of merger shall be effective on:
     Date: January 1, 1995 at
     Hour: 12:01 a.m.

5. The manner in which the plan of merger was adopted by each domestic
corporation is as follows:

     Named Corporation   U.S. Healthtec, Inc.
     Manner of Adoption: Adopted by the directors pursuant
                         to 15 Pa. C.S. Section 1924(b)(2)

6. (Strike out this paragraph if no foreign corporation is a party to the
merger). The plan was authorized, adopted or approved, as the case may be, by
the foreign business corporation (or each of the foreign business corporations)
party to the plan in accordance with the laws of the jurisdiction in which it is
incorporated.


                                       15



7.   (Check, and if appropriate complete, one of the following):

[X]  The plan of merger is set forth in full in Exhibit A attached hereto and
     made a part hereof.

[ ]  Pursuant to 15 Pa.C.S. Section 1901 (relating to omission of certain
     provisions from filed plans) the provisions, if any, of the plan of merger
     that amend or constitute the operative Articles of Incorporation of the
     surviving corporation as in effect subsequent to the effective date of the
     plan are set forth in full in Exhibit A attached hereto and made a part
     hereof. The full text of the plan of merger is on file at the principal
     place of business of the surviving corporation, the address of which is:

     Number and Street: Arsenal Business Ctr. #15, 5301 Tacony St.
     City:              Philadelphia
     State:             PA
     Zip:               19137
     County:            ________________________________________________________

IN TESTIMONY WHEREOF, the undersigned corporation of each undersigned
corporation has caused these Articles of Merger to be signed by a duly
authorized officer thereof this 22nd day of December, 1994.

Name of Corporation: U.S. Healthtec, Inc.


By: /s/ X
    ---------------------------------
    (Signature)
Title: President


Name of Corporation: Professional Ambulance Service, Inc.


By: /s/ X
    ---------------------------------
    (Signature)
Title: President


                                       16



                                                                       Exhibit A

                                 PLAN OF MERGER
                                     BETWEEN
                      PROFESSIONAL AMBULANCE SERVICE, INC.
                                       AND
                              U.S. HEALTHTEC, INC.

This Plan of Merger is entered into by and between U.S. Healthtec, Inc., a
Pennsylvania corporation ("Healthtec" or the "Surviving Corporation"), and
Professional Ambulance Service, Inc. (the "Merging Corporation"), a Delaware
corporation and wholly owned subsidiary of Healthtec.

(1)  Terms and Conditions of Merger:

(a) The Merging Corporation shall from time to time, as and when requested by
the Surviving Corporation, execute and deliver all such documents and take all
such action necessary or desirable to evidence or carry out this merger.

(b) As of the Effective Time (as defined in Paragraph 4 below) the Merging
Corporation shall be merged into the Surviving Corporation pursuant to the
General Corporation Law of the State of Delaware (the "Delaware Statute") and
the Business Corporation Law of the Commonwealth of Pennsylvania (the
"Pennsylvania Statute").

(2)  The articles of the Surviving Corporation shall continue unaffected by the
     merger.

(3)  Manner and Basis of Share Conversion:

(a) All stock of the Merging Corporation shall be cancelled as of the Effective
Time of the merger.

(b) There shall be no distribution of cash or conversion of shares pursuant to
this Plan of Merger.

(4)  Effective Time and the Effect of Merger:

(a) The Effective Time will be as of January 1, 1995 at 12:01 a.m.

(b) The merger shall have the effect set forth in Section 259(a) of the Delaware
Statute and Section 1929 of the Pennsylvania Statute whereby the separate
identity and existence of the Merging Corporation shall cease, and the Surviving
Corporation shall be vested with all the rights, privileges, immunities, powers
and purposes of each of the parties to the merger.


                                       17



IN WITNESS WHEREOF the undersigned has executed this Plan of Merger this 23 day
of December, 1994.

PROFESSIONAL AMBULANCE SERVICE, INC.


By: /s/ X
    ---------------------------------
Title:
       ------------------------------


U.S. HEALTHTEC, INC.


By: /s/ X
    ---------------------------------
Title:
       ------------------------------


                                       18



Secretary of the Commonwealth

ARTICLES OF MERGER-DOMESTIC BUSINESS CORPORATION

In compliance with the requirements of 15 Pa. C.S. Section 1926 (relating to
articles of merger or consolidation), the undersigned business corporations,
desiring to effect a merger, hereby state that:

1.   The name of the corporation surviving the merger is: U.S. Healthtec, Inc.

2.   (Check and complete one of the following):

[X]  The surviving corporation is a domestic business corporation and the (a)
     address of its current registered office in this Commonwealth or (b)
     commercial registered office provider and the county of venue is (the
     Department is hereby authorized to correct the following address to conform
     to the records of the Department):

(a)  Number and Street: Arsenal Business Ctr. #15, 5301 Tacony St.
     City:              Phila.
     State:             PA
     Zip:               19137
     County:            Philadelphia

(b)  Name of Commercial Registered Office Provider: ____________________________
     County:            ________________________________________________________

For a corporation represented by a commercial registered office provider, the
county in (b) shall be deemed the country in which the corporation is located
for venue and official publication purposes.

[ ]  The surviving corporation is a qualified foreign business corporation
     incorporated under the laws of __________ and the (a) address of its
     current registered office in this Commonwealth or (b) commercial registered
     office provider end the county of venue is (the Department is hereby
     authorized to correct the following address to conform to the records of
     the Department):

(a)  Number and Street: ________________________________________________________
     City:              ________________________________________________________
     State:             ________________________________________________________
     Zip:               ________________________________________________________
     County:            ________________________________________________________

(b)  Name of Commercial Registered Office Provider: ____________________________
     County:            ________________________________________________________


                                       19



For a corporation represented by a commercial registered office provider, the
country in (b) shall be deemed the county in which the corporation is located
for venue and official publication purposes.

[ ]  The surviving corporation is a nonqualified foreign business corporation
     incorporated under the laws of ________ and the address of its principal
     office under the laws of such domiciliary jurisdiction is:

     Number and Street: ________________________________________________________
     City:              ________________________________________________________
     State:             ________________________________________________________
     Zip:               ________________________________________________________
     County:            ________________________________________________________

     Name of Commercial Registered Office Provider: ____________________________
     County:            ________________________________________________________

3. The name and the address of the registered office of each other domestic
business corporation and qualified foreign business corporation which is a party
to the plan of merger are as follows:

HTC Acquisition, Inc., c/o Corporation Service Company   Dauphin County


                                       20



DSCB:15-1926 (Rev 89)-2

(Check, and if appropriate complete, one of the following):

[X]  The plan of merger shall be effective upon filing these Articles of Merger
     in the Department of State.

[ ]  The plan of merger shall be effective on ________________

The manner in which the plan of merger was adopted by each domestic corporation
is as follows:



Name of corporation     Manner of adoption
- -------------------     ------------------
                     
U.S. Healthtec, Inc.    Adopted by the directors and shareholder pursuant to 15
                        Pa. C.S. Section 1924(a)

HTC Acquisition, Inc.   Adopted by the director and shareholder pursuant to 15
                        Pa. C.S. Section 1924(a)


(Check, and if appropriate complete, one of the following):

[ ]  The plan of merger is set forth in full in Exhibit A attached hereto and
     made a part hereof.

[X]  Pursuant to 15 Pa.C.S. Section 1901 (relating to omission of certain
     provisions from filed plans) the provisions of the plan of merger that
     amend or constitute the operative Articles of Incorporation of the
     surviving corporation at in effect subsequent to the effective date of the
     plan are set forth in full in Exhibit A, attached hereto and made a part
     hereof. The full text of the plan of merger is on file at the principal
     place of business of the surviving corporation, the address of which is:

     Number and Street: Arsenal Business Ctr. #15, 5301 Tacony St.
     City:              Philadelphia
     State:             PA
     Zip:               19137

IN TESTIMONY WHEREOF, each undersigned corporation has caused these Articles of
Merger to be signed by a duly authorized officer thereof this 29th, day of
April, 1994.

Name of Corporation: U.S. Healthcare, Inc.


By: /s/ X
    ---------------------------------
Title: President


Name of Corporation: HTC Acquisition, Inc.
(Name of Corporation)


By: /s/ X
    ---------------------------------
Title: Vice President


                                       21



ARTICLES OF MERGER
DOMESTIC BUSINESS CORPORATION

In compliance with the requirements of 15 Pa.C.S. Section 1926 (relating to
articles of merger or consolidation) the undersigned business corporations,
desiring to effect a merger, state that:

1. The name of the corporation surviving the merger is Paramedical Ambulance
Service, Inc.; pursuant to the Plan of Merger its name shall be changed to U.S.
Healthtec, Inc.

2. The surviving corporation is a domestic business corporation and the address
of the current registered office in this Commonwealth is: Arsenal Business
Center, Building #5, 5301 Tacony Street, Philadelphia, PA 19137.

3. The name and the address of the registered office of the other domestic
business corporation which is a party to the Plan of Merger is: U.S. Healthtec,
Inc., Arsenal Business Center, Building #5, 5301 Tacony Street, Philadelphia, PA
19137.

4. The Plan of Merger shall be effective on July 1, 1992.

5. The manner in which the Plan of Merger was adopted by each domestic
corporation is as follows:

Paramedical Ambulance Service, Inc.
Unanimous Consent of Sole Shareholder and Board of Directors.

U.S. Healthtec, Inc.
Unanimous Consent of Sole Shareholder and Board of Directors.

6. Pursuant to 15 Pa.C.S. Section 1901 (relating to omission of certain
provisions from filed plans) the provisions of the Plan of Merger that amend or
constitute the operative Articles of Incorporation of the surviving corporation
as in effect subsequent to the effective date of the Plan are set forth in full
in Exhibit "A", attached hereto and made a part hereof. The full text of the
Plan of Merger is on file at the principal glace of business of the surviving
corporation, the address of which is Arsenal Business Center, Building #5, 5301
Tacony Street, Philadelphia, PA 19137.


                                       22



IN TESTIMONY WHEREOF, each undersigned corporation has caused these Articles of
Merger to be signed by a duly authorized officer thereof this 17 day of June,
1992.

PARAMEDICAL AMBULANCE SERVICE, INC.


BY: /s/ X
    ---------------------------------
TITLE: President


U.S. HEALTHTEC, INC.


BY: /s/ X
    ---------------------------------
TITLE: President


                                       23



                                   EXHIBIT "A"

THIRD. The corporate existence and Articles of Incorporation of Parent, the
surviving corporation, shall be unaffected by the merger except that Articles 1,
2, and 3 of the Articles of Incorporation shall be amended to read in full as
follows:

"Article 1. The name of the corporation is U.S. Healthtec, Inc.

Article 2. The location and post office address of its registered office in this
Commonwealth is Arsenal Business Center, Building #5; 5301 Tacony Street,
Philadelphia, PA 19137.

Article 3. The purpose or purposes of the corporation which shall be organized
under this Act are as follows:

Engage in any lawful business for which business corporations may be
incorporated under the Business Corporation Law of 1988."

Further, Article 7. and 8. shall be added to the Articles of Incorporation and
shall read in full as follows:

"Article 7. A director shall not be personally liable, as such, for monetary
damages for any action taken, or any failure to take any action, unless:

(i) the director has breached or failed to perform the duties of his or her
office under 15 Pa. C.S. Subchapter 17B; and

(ii) the breach or failure to perform constitutes self-dealing, willful
misconduct or recklessness.

This Article shall not apply to:

(i) the responsibility or liability of a director pursuant to any criminal
statute, or

(ii) the liability of a director for the payment of taxes pursuant to Federal,
state or local law.

Any repeal, modification or amendment of this Article shall be prospective only
and shall not affect any rights of a director then existing.

Article 8. These Articles of Incorporation may be amended in the manner
prescribed at the time by statute, and all rights conferred upon shareholders
herein are granted subject to this reservation."

     In all other respects the Articles of Incorporation of Parent shall remain
in effect as existing prior to the merger.


                                       24



CHANGE OF REGISTERED OFFICE
Commonwealth of Pennsylvania
Department of State Corporation Bureau
308 North Office Bldg. Harrisburg, PA 17120

Please indicate (check one) type corporation

[X]  Domestic Business Corporation

[ ]  Foreign Business Corporation

[ ]  Domestic Non-Profit Corporation

[ ]  Foreign Non-Profit Corporation

FEE $40

1. Name of Corporation: Paramedical Ambulance Service, Inc.

2. Address of its present registered office in this Commonwealth is (the
Department of State is hereby authorized to correct the following statement to
conform to the records of the Department):

NUMBER: N.E., Corner of
STREET: 2nd Street & Erie Avenue
CITY: Philadelphia
STATE: Pa.
ZIP CODE: 19140
COUNTY: Phila.

3. Address to which the registered office in this Commonwealth is to be changed
is:

NUMBER: Arsenal Business Center, Building #5 STREET: 5301 Tacony Street
CITY: Philadelphia,
STATE: Pa.
ZIP CODE: 19137
COUNTY: Phila.

4. (Check, and if appropriate, complete one of the following):

[X]  Such change was authorized by resolution duly adopted by the Board of
     Directors of the Corporation.

[ ]  The procedure whereby such change was authorized was:

IN TESTIMONY WHEREOF, the undersigned corporation has caused this statement to
be signed by a duly authorized officer, and its corporate seal, duly attested by
another such officer, to be hereunto affixed, this 23rd day of March, 1987.

(Corporate Seal)


                                       25



NAME OF CORPORATION: PARAMEDICAL AMBULANCE SERVICE, INC.


SIGNATURE: By: /s/ Patrick J. Kennedy
               ---------------------------------
               Patrick J. Kennedy, President

Attest:
SIGNATURE: /s/ Bernadette News
           -------------------------------------
           Bernadette News, Secretary


                                       26



DSCB-BCL--307 (Rev. 8-72)

Statement of Change of Registered Office--Domestic Business Corporation
750735

Secretary of the Commonwealth

                          COMMONWEALTH OF PENNSYLVANIA
                               DEPARTMENT OF STATE
                               CORPORATION BUREAU

In compliance with the requirements of section 307 of the Business Corporation
Law, act of May 5, 1933 (P. L. 364) (15 P. S. Section 1307) the undersigned
corporation, desiring to effect a change in registered office, does hereby
certify that:

1. The name of the corporation is: PARAMEDICAL AMBULANCE SERVICE, INC.

2. The address of its present registered office in this Commonwealth is (the
Department of State is hereby authorized to correct the following statement to
conform to the records of the Department):

NUMBER: 818 Widener Building
STREET: 1339 Chestnut Street
CITY: Philadelphia Pennsylvania
ZIP CODE: 19107

3. The address to which the registered office in this Commonwealth is to be
changed is:

NUMBER: N.E. CORNER 2nd STREET AND ERIE AVENUE
STREET: ________________________
CITY: PHILADELPHIA, Pennsylvania
ZIP CODE: 19140

4. Such change was authorized by resolution duly adopted by at least a majority
of the members of the board of directors of the corporation.

IN TESTIMONY WHEREOF, the undersigned corporation has caused this statement to
be signed by a duly authorized officer, and its corporate seal, duly attested by
another such officer, to be hereunto affixed, this Second day of August, 1982.

NAME OF CORPORATION: PARAMEDICAL AMBULANCE SERVICE, INC.


SIGNATURE:                              By: /s/ X
                                            ------------------------------------
                                            PRESIDENT

Attest:


                                       27




SIGNATURE:                              /s/ X
                                        ----------------------------------------
                                        SECRETARY,

                                (CORPORATE SEAL)


                                       28



Articles of
Incorporation-
Domestic Business Corporation

Secretary of the Commonwealth

                          COMMONWEALTH OF PENNSYLVANIA
                               DEPARTMENT OF STATE
                               CORPORATION BUREAU

     In compliance with the requirements of section 204 of the Business
Corporation Law, act of May 5, 1933(P.L.364) (15 P. S. 51204) the undersigned,
desiring to be incorporated as a business corporation, hereby certifies
(certify) that:

1. The name of the corporation is: PARAMEDICAL AMBULANCE SERVICE, INC.

2. The location and post office address of the initial registered office of the
corporation in this Commonwealth is:

NUMBER: 818 Widener Building
STREET: 1339 Chestnut Street
CITY: Philadelphia, Pennsylvania
ZIP CODE: 19107

3. The corporation is incorporated under the Business Corporation Law of the
Commonwealth of Pennsylvania for the following purpose or purposes:

     To engage in any lawful business for which business corporations may be
     incorporated under the Business Corporation Law of 1933 as Amended

4. The term for which the corporation is to exist is: Perpetual

5. The aggregate number of shares which the corporation shall have authority to
issue is:

     One Thousand (1,000) Shares of no par value common stock.

6. The name(s) and post office address(es) of each incorporator(s) and the
number and class of shares subscribed by such incorporator(s) is (are):



NAME                ADDRESS (including street and number, if any)   NUMBER AND CLASS OF SHARES
- ----                ---------------------------------------------   --------------------------
                                                              
Kevin S. Anderson   818 Widener .Bldg.                                           1
                    1339 Chestnut St.
                    Phila., Pa. 19107



                                       29



IN TESTIMONY WHEREOF, the incorporator(s) has (have) signed and sealed these
Articles of Incorporation this 19 day of February, 1982.


                               (SEAL)   /s/ Kevin S. Anderson             (SEAL)
- -------------------------------         ----------------------------------
                                        KEVIN S. ANDERSON

                                                                          (SEAL)
                                        ----------------------------------

INSTRUCTIONS FOR COMPLETION OF FORM:

A. For general instructions relating to the incorporation of business
corporations see 19 Pa. Code Ch. 35 (relating to business corporations
generally). These instructions relate to such matters as corporate name, stated
purposes, term of existence, authorized share structure and related authority of
the board of directors, inclusion of names of first directors in the Articles of
Incorporation, optional provisions on cumulative voting for election of
directors, etc.

B. One or more corporations or natural persons of full age may incorporate a
business corporation.

C. Optional provisions required or authorized by law may be added as Paragraphs
7, 8, 9 . . . etc.

D. The following shall accompany this form:

(1) Three copies of Form DSCB:BCL--206 (Registry Statement Domestic of Foreign
Business Corporation).

(2) Any necessary copies of Form DSCB:17.2 (Consent to Appropriation of Name) or
Form DSCB:17.3 (Consent to Use of Similar Name).

(3) Any necessary governmental approvals.

     E. BCL Section 205 (15 Pa. S. Section l205) requires that the incorporators
shall advertise their intention to file or the corporation shall advertise the
filing of articles of incorporation. Proofs of publication of such advertising
should not be delivered to the Department, but should be filed with the minutes
of the corporation.


                                       30

EX-3.25

                                                                    Exhibit 3.25

                                     BY-LAWS

                                       OF

                               THE SUBSIDIARIES OF

                         AMERICAN MEDICAL RESPONSE, INC.

                  Section 1. LAW, CERTIFICATE OF INCORPORATION
                                   AND BY-LAWS

     1.1. These by-laws are subject to the certificate of incorporation of the
corporation. In these by-laws, references to law, the certificate of
incorporation and by-laws mean the law, the provisions of the certificate of
incorporation and the by-laws as from time to time in effect.

                             Section 2. STOCKHOLDERS

     2.1. Annual Meeting. The annual meeting of stockholders shall be held at
10:00 am on the second Tuesday in May in each year, unless that day be a legal
holiday at the place where the meeting is to be held, in which case the meeting
shall be held at the same hour on the next succeeding day not a legal holiday,
or at such other date and time as shall be designated from time to time by the
board of directors and stated in the notice of the meeting, at which they shall
elect a board of directors and transact such other business as may be required
by law or these by-laws or as may properly come before the meeting.

     2.2. Special Meetings. A special meeting of the stockholders may be called
at any time by the chairman of the board, if any, the president or the board of
directors. A special meeting of the stockholders shall be called by the
secretary, or in the case of the death, absence, incapacity or refusal of the
secretary, by an assistant secretary or some other officer, upon application of
a majority of the directors. Any such application shall state the purpose or
purposes of the proposed meeting. Any such call shall state the place, date,
hour, and purposes of the meeting.

     2.3. Place of Meeting. All meetings of the stockholders for the election of
directors or for any other purpose shall be held at such place within or without
the state of incorporation as may be determined from time to time by the
chairman of the board, if any, the president or the board of directors. Any
adjourned session of any meeting of the stockholders shall be held at the place
designated in the vote of adjournment.

     2.4. Notice of Meetings. Except as otherwise provided by law, a written
notice of each meeting of stockholders stating the place, day and hour thereof
and, in the case of a special meeting, the purposes for which the meeting is
called, shall be given not less then ten nor more than sixty days before the
meeting, to each stockholder entitled to vote thereat, and to each stockholder
who, by law, by the certificate of incorporation or by these by-laws, is
entitled to notice, by leaving such notice with him or at his residence or usual
place of business, or by depositing it in the United States mail, postage
prepaid, and addressed to such stockholder at his address as it appears in the
records of the corporation. Such



notice shall be given by the secretary, or by an officer or person designated by
the board of directors, or in the case of a special meeting by the officer
calling the meeting. As to any adjourned session of any meeting of stockholders,
notice of the adjourned meeting need not be given if the time and place thereof
are announced at the meeting at which the adjournment was taken except that if
the adjournment is for more than thirty days or if after the adjournment a new
record date is set for the adjourned session, notice of any such adjourned
session of the meeting shall be given in the manner heretofore described. No
notice of any meeting of stockholders or any adjourned session thereof need be
given to a stockholder if a written waiver of notice, executed before or after
the meeting or such adjourned session by such stockholder, is filed with the
records of the meeting or if the stockholder attends such meeting without
objecting at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any meeting of the stockholders or any
adjourned session thereof need be specified in any written waiver of notice.

     2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as
to any matter shall consist of a majority of the votes entitled to be cast on
the matter, except where a larger quorum is required by law, by the certificate
of incorporation or by these by-laws. Any meeting may be adjourned from time to
time by a majority of the votes properly cast upon the question, whether or not
a quorum is present. If a quorum is present at an original meeting, a quorum
need not be present at an adjourned session of that meeting. Shares of its own
stock belonging to the corporation or to another corporation, if a majority of
the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the corporation, shall neither
be entitled to vote nor be counted for quorum purposes; provided, however, that
the foregoing shall not limit the right of any corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

     2.6. Action by Vote. When a quorum is present at any meeting, a plurality
of the votes properly cast for election to any office shall elect to such office
and a majority of the votes properly cast upon any question other than an
election to an office shall decide the question, except when a larger vote is
required by law, by the certificate of incorporation or by these by-laws. No
ballot shall be required for any election unless requested by a stockholder
present or represented at the meeting and entitled to vote in the election.

     2.7. Action without Meetings. Unless otherwise provided in the certificate
of incorporation, any action required or permitted to be taken by stockholders
for or in connection with any corporate action may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the corporation by
delivery to its registered office in the state of incorporation by hand or
certified or registered mail, return receipt requested, to its principal place
of business or to an officer or agent of the corporation having custody of the
book in which proceedings of meetings of stockholders are recorded. No written
consent shall be effective to take the corporate action referred to therein
unless written consents signed by a number of stockholders sufficient to take
such action are delivered to the corporation in the manner specified in this
paragraph within sixty days of the earliest dated consent so delivered.

     If action is taken by consent of stockholders and in accordance with the
foregoing, there shall be filed with the records of the meetings of stockholders
the writing or writings comprising such consent.


                                      -2-



     If action is taken by less than unanimous consent of stockholders, prompt
notice of the taking of such action without a meeting shall be given to those
who have not consented in writing and a certificate signed and attested to by
the secretary that such notice was given shall be filed with the records of the
meetings of stockholders.

     In the event that the action which is consented to is such as would have
required the filing of a certificate under any provision of the General
Corporation Law of the State of Delaware, if such action had been voted upon by
the stockholders at a meeting thereof, the certificate filed under such
provision shall state, in lieu of any statement required by such provision
concerning a vote of stockholders, that written consent has been given under
Section 228 of said General Corporation Law and that written notice has been
given as provided in such Section 228.

     2.8. Proxy Representation. Every stockholder may authorize another person
or persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether by waiving notice of any meeting, objecting to
or voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by his
attorney-in-fact. No proxy shall be voted or acted upon after three years from
its date unless such proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and, if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally. The authorization of a proxy may but need
not be limited to specified action, provided, however, that if a proxy limits
its authorization to a meeting or meetings of stockholders, unless otherwise
specifically provided such proxy shall entitle the holder thereof to vote at any
adjourned session but shall not be valid after the final adjournment thereof.

     2.9. Inspectors. The directors or the person presiding at the meeting may,
and shall if required by applicable law, appoint one or more inspectors of
election and any substitute inspectors to act at the meeting or any adjournment
thereof. Each inspector, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting, the inspectors shall make a report in
writing of any challenge, question or matter determined by them and execute a
certificate of any fact found by them.

     2.10. List of Stockholders. The secretary shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at such meeting, arranged in alphabetical order
and showing the address of each stockholder and the number of shares registered
in his name. The stock ledger shall be the only evidence as to who are
stockholders entitled to examine such list or to vote in person or by proxy at
such meeting.


                                      -3-



                          Section 3. BOARD OF DIRECTORS

     3.1. Number. The corporation shall have one or more directors, the number
shall be consistent with applicable law and shall be determined from time to
time by vote of a majority of the directors then in office. No director need be
a stockholder.

     3.2. Tenure. Each director shall hold office until the next annual meeting
and until his successor is elected and qualified, or until he sooner dies,
resigns, is removed or becomes disqualified.

     3.3. Powers. The business and affairs of the corporation shall be managed
by or under the direction of the board of directors who shall have and may
exercise all the powers of the corporation and do all such lawful acts and
things as are not by law, the certificate of incorporation or these by-laws
directed or required to be exercised or done by the stockholders.

     3.4. Vacancies. Vacancies and any newly created directorships resulting
from any increase in the number of directors may be filled by vote of the
holders of the particular class or series of stock entitled to elect such
director at a meeting called for the purpose, or by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director, in
each case elected by the particular class or series of stock entitled to elect
such directors. When one or more directors shall resign from the board,
effective at a future date, a majority of the directors then in office,
including those who have resigned, who were elected by the particular class or
series of stock entitled to elect such resigning director or directors shall
have power to fill such vacancy or vacancies, the vote or action by writing
thereon to take effect when such resignation or resignations shall become
effective. The directors shall have and may exercise all their powers
notwithstanding the existence of one or more vacancies in their number, subject
to any requirements of law or of the certificate of incorporation or of these
by-laws as to the number of directors required for a quorum or for any vote or
other actions.

     3.5. Committees. The board of directors may, by vote of a majority of the
whole board, (a) designate, change the membership of or terminate the existence
of any committee or committees, each committee to consist of one or more of the
directors; (b) designate one or more directors as alternate members of any such
committee who may replace any absent or disqualified member at any meeting of
the committee; and (c) determine the extent to which each such committee shall
have and may exercise the powers of the board of directors in the management of
the business and affairs of the corporation, including the power to authorize
the seal of the corporation to be affixed to all papers which require it and the
power and authority to declare dividends or to authorize the issuance of stock;
excepting, however, such powers which by law, by the certificate of
incorporation or by these by-laws they are prohibited from so delegating. In the
absence or disqualification of any member of such committee and his alternate,
if any, the member or members thereof present at any meeting and not
disqualified from voting, whether or not constituting a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in the
place of any such absent or disqualified member. Except as the board of
directors may otherwise determine, any committee may make rules for the conduct
of its business, but unless otherwise provided by the board or such rules, its
business shall be conducted as nearly as may be in the same manner as is
provided by these by-laws for the conduct of business by the board of directors.
Each committee shall keep regular minutes of its meetings and report the same to
the board of directors upon request.

     3.6. Regular Meetings. Regular meetings of the board of directors may be
held without call or notice at such places within or without the State of
Delaware and at such times as the board may from


                                      -4-



time to time determine, provided that notice of the first regular meeting
following any such determination shall be given to absent directors. A regular
meeting of the directors may be held without call or notice immediately after
and at the same place as the annual meeting of stockholders.

     3.7. Special Meetings. Special meetings of the board of directors may be
held at any time and at any place within or without the state of incorporation
designated in the notice of the meeting, when called by the chairman of the
board, if any, the president, or by one-third or more in number of the
directors, reasonable notice thereof being given to each director by the
secretary or by the chairman of the board, if any, the president or any one of
the directors calling the meeting.

     3.8. Notice. It shall be reasonable and sufficient notice to a director to
send notice by mail or overnight courier at least forty-eight hours or by
telegram at least twenty-four hours before the meeting addressed to him at his
usual or last known business or residence address or to give notice to him in
person or by telephone at least twenty-four hours before the meeting. Notice of
a meeting need not be given to any director if a written waiver of notice,
executed by him before or after the meeting, is filed with the records of the
meeting, or to any director who attends the meeting without protesting prior
thereto or at its commencement the lack of notice to him. Neither notice of a
meeting nor a waiver of a notice need specify the purposes of the meeting.

     3.9. Quorum. Except as may be otherwise provided by law, by the certificate
of incorporation or by these by-laws, at any meeting of the directors a majority
of the directors then in office shall constitute a quorum; a quorum shall not in
any case be less than one-third of the total number of directors constituting
the whole board. Any meeting may be adjourned from time to time by a majority of
the votes cast upon the question, whether or not a quorum is present, and the
meeting may be held as adjourned without further notice.

     3.10. Action by Vote. Except as may be otherwise provided by law, by the
certificate of incorporation or by these by-laws, when a quorum is present at
any meeting the vote of a majority of the directors present shall be the act of
the board of directors.

     3.11. Action Without a Meeting. Any action required or permitted to be
taken at any meeting of the board of directors or a committee thereof may be
taken without a meeting if all the members of the board or of such committee, as
the case may be, consent thereto in writing, and such writing or writings are
filed with the records of the meetings of the board or of such committee. Such
consent shall be treated for all purposes as the act of the board or of such
committee, as the case may be.

     3.12. Participation in Meetings by Conference Telephone. Members of the
board of directors, or any committee designated by such board, may participate
in a meeting of such board or committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other or by any other means permitted by law. Such
participation shall constitute presence in person at such meeting.

     3.13. Compensation. In the discretion of the board of directors, each
director may be paid such fees for his services as director and be reimbursed
for his reasonable expenses incurred in the performance of his duties as
director as the board of directors from time to time may determine. Nothing
contained in this section shall be construed to preclude any director from
serving the corporation in any other capacity and receiving reasonable
compensation therefor.

     3.14. Interested Directors and Officers.


                                      -5-



     (a) No contract or transaction between the corporation and one or more of
its directors or officers, or between the corporation and any other corporation,
partnership, association, or other organization in which one or more of the
corporation's directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the board or committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purpose, if:

          (1) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the board of directors
or the committee, and the board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or

          (2) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or

          (3) The contract or transaction is fair as to the corporation as of
the time it is authorized, approved or ratified, by the board of directors, a
committee thereof, or the stockholders.

     (b) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or of a committee
which authorizes the contract or transaction.

                         Section 4. OFFICERS AND AGENTS

     4.1. Enumeration; Qualification. The officers of the corporation shall be a
president, a treasurer, a secretary and such other officers, if any, as the
board of directors from time to time may in its discretion elect or appoint
including without limitation a chairman of the board, one or more vice
presidents and a controller. The corporation may also have such agents, if any,
as the board of directors from time to time may in its discretion choose. Any
officer may be but none need be a director or stockholder. Any two or more
offices may be held by the same person. Any officer may be required by the board
of directors to secure the faithful performance of his duties to the corporation
by giving bond in such amount and with sureties or otherwise as the board of
directors may determine.

     4.2. Powers. Subject to law, to the certificate of incorporation and to the
other provisions of these by-laws, each officer shall have, in addition to the
duties and powers herein set forth, such duties and powers as are commonly
incident to his office and such additional duties and powers as the board of
directors may from time to time designate.

     4.3. Election. The officers may be elected by the board of directors at
their first meeting following the annual meeting of the stockholders or at any
other time. At any time or from time to time the directors may delegate to any
officer their power to elect or appoint any other officer or any agents.

     4.4. Tenure. Each officer shall hold office until his respective successor
is chosen and qualified unless a shorter period shall have been specified by the
terms of his election or appointment, or in each case until he sooner dies,
resigns, is removed or becomes disqualified. Each agent shall retain his
authority at the pleasure of the directors, or the officer by whom he was
appointed or by the officer who then holds agent appointive power.


                                      -6-



     4.5. Chairman of the Board of Directors, President and Vice President. The
chairman of the board, if any, shall have such duties and powers as shall be
designated from time to time by the board of directors. Unless the board of
directors otherwise specifies, the chairman of the board, or if there is none
the chief executive officer, shall preside, or designate the person who shall
preside, at all meetings of the stockholders and of the board of directors.

     Unless the board of directors otherwise specifies, the president shall be
the chief executive officer and shall have direct charge of all business
operations of the corporation and, subject to the control of the directors,
shall have general charge and supervision of the business of the corporation.

     Any vice presidents shall have such duties and powers as shall be set forth
in these by-laws or as shall be designated from time to time by the board of
directors or by the president.

     4.6. Treasurer and Assistant Treasurers. Unless the board of directors
otherwise specifies, the treasurer shall be in charge of the corporation's funds
and valuable papers, and shall have such other duties and powers as may be
designated from time to time by the board of directors or by the president. If
no controller is elected, the treasurer shall, unless the board of directors
otherwise specifies, also have the duties and powers of the controller. Any
assistant treasurers shall have such duties and powers as shall be designated
from time to time by the board of directors, the president or the treasurer.

     4.7. Controller and Assistant Controllers. If a controller is elected, he
shall, unless the board of directors otherwise specifies, be in charge of its
books of account and accounting records, and of its accounting procedures. He
shall have such other duties and powers as may be designated from time to time
by the board of directors, the president or the treasurer. Any assistant
controller shall have such duties and powers as shall be designated from time to
time by the board of directors, the president, the treasurer or the controller.

     4.8. Secretary and Assistant Secretaries. The secretary shall record all
proceedings of the stockholders, of the board of directors and of committees of
the board of directors in a book or series of books to be kept therefor and
shall file therein all actions by written consent of stockholders or directors.
In the absence of the secretary from any meeting, an assistant secretary, or if
there be none or he is absent, a temporary secretary chosen at the meeting,
shall record the proceedings thereof. Unless a transfer agent has been appointed
the secretary shall keep or cause to be kept the stock and transfer records of
the corporation, which shall contain the names and record addresses of all
stockholders and the number of shares registered in the name of each
stockholder. He shall have such other duties and powers as may from time to time
be designated by the board of directors or the president. Any assistant
secretaries shall have such duties and powers as shall be designated from time
to time by the board of directors, the president or the secretary.


                                      -7-



                      Section 5. RESIGNATIONS AND REMOVALS

     5.1. Any director or officer may resign at any time by delivering his
resignation in writing to the chairman of the board, if any, the president, or
the secretary or to a meeting of the board of directors. Such resignation shall
be effective upon receipt unless specified to be effective at some other time,
and without in either case the necessity of its being accepted unless the
resignation shall so state. A director (including persons elected by
stockholders or directors to fill vacancies in the board) may be removed from
office with or without cause by the vote of the holders of a majority of the
issued and outstanding shares of the particular class or series entitled to vote
in the election of such director. The board of directors may at any time remove
any officer either with or without cause. The board of directors may at any time
terminate or modify the authority of any agent.

                              Section 6. VACANCIES

     6.1. If the office of the president or the treasurer or the secretary
becomes vacant, the directors may elect a successor by vote of a majority of the
directors then in office. If the office of any other officer becomes vacant, any
person or body empowered to elect or appoint that officer may choose a
successor. Each such successor shall hold office for the unexpired term, and in
the case of the president, the treasurer and the secretary until his successor
is chosen and qualified or in each case until he sooner dies, resigns, is
removed or becomes disqualified. Any vacancy of a directorship shall be filled
as specified in Section 3.4 of these by-laws.

                            Section 7. CAPITAL STOCK

     7.1. Stock Certificates. Each stockholder shall be entitled to a
certificate stating the number and the class and the designation of the series,
if any, of the shares held by him, in such form as shall, in conformity to law,
the certificate of incorporation and the by-laws, be prescribed from time to
time by the board of directors. Such certificate shall be signed by the chairman
or vice chairman of the board, or the president or a vice president and by the
treasurer or an assistant treasurer or by the secretary or an assistant
secretary. Any of or all the signatures on the certificate may be a facsimile.
In case an officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed on such certificate shall have ceased to be
such officer, transfer agent, or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such
officer, transfer agent, or registrar at the time of its issue.

     7.2. Loss of Certificates. In the case of the alleged theft, loss,
destruction or mutilation of a certificate of stock, a duplicate certificate may
be issued in place thereof, upon such terms, including receipt of a bond
sufficient to indemnify the corporation against any claim on account thereof, as
the board of directors may prescribe.

                     Section 8. TRANSFER OF SHARES OF STOCK

     8.1. Transfer on Books. Subject to the restrictions, if any, stated or
noted on the stock certificate, shares of stock may be transferred on the books
of the corporation by the surrender to the corporation or its transfer agent of
the certificate therefor properly endorsed or accompanied by a written
assignment and power of attorney properly executed, with necessary transfer
stamps affixed, and with such proof of the authenticity of signature as the
board of directors or the transfer agent of the corporation may reasonably
require. Except as may be otherwise required by law, by the certificate of


                                      -8-



incorporation or by these by-laws, the corporation shall be entitled to treat
the record holder of stock as shown on its books as the owner of such stock for
all purposes, including the payment of dividends and the right to receive notice
and to vote or to give any consent with respect thereto and to be held liable
for such calls and assessments, if any, as may lawfully be made thereon,
regardless of any transfer, pledge or other disposition of such stock until the
shares have been properly transferred on the books of the corporation.

     It shall be the duty of each stockholder to notify the corporation of his
post office address.

     8.2. Record Date. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the board of directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the board of directors, and which record date shall
not be more than sixty nor less than ten days before the date of such meeting.
If no such record date is fixed by the board of directors, the record date for
determining the stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the board of directors may fix a new record date for the adjourned meeting.

     In order that the corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the board of directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the board of directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the board of directors. If no
such record date has been fixed by the board of directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the board of directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation by delivery to its registered office in the state of incorporation
hand or certified or registered mail, return receipt requested, to its principal
place of business or to an officer or agent of the corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. If no
record date has been fixed by the board of directors and prior action by the
board of directors is required by applicable law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
board of directors adopts the resolution taking such prior action.

     In order that the corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or to exercise any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the board of directors may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be not
more than sixty days prior to such payment, exercise or other action. If no such
record date is fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.

                            Section 9. CORPORATE SEAL


                                      -9-



     9.1. Subject to alteration by the directors, the seal of the corporation
shall consist of a flat-faced circular die with the word "Delaware" and the name
of the corporation cut or engraved thereon, together with such other words,
dates or images as may be approved from time to time by the directors.

                         Section 10. EXECUTION OF PAPERS

     10.1. Except as the board of directors may generally or in particular cases
authorize the execution thereof in some other manner, all deeds, leases,
transfers, contracts, bonds, notes, checks, drafts or other obligations made,
accepted or endorsed by the corporation shall be signed by the chairman of the
board, if any, the president, a vice president or the treasurer.

                             Section 11. FISCAL YEAR

     11.1. The fiscal year of the corporation shall end on the 31st of December.

                             Section 12. AMENDMENTS

     12.1. These by-laws may be adopted, amended or repealed by vote of a
majority of the directors then in office or by vote of a majority of the stock
outstanding and entitled to vote. Any by-law, whether adopted, amended or
repealed by the stockholders or directors, may be amended or reinstated by the
stockholders or the directors.


                                      -10-

EX-3.26

                                                                    Exhibit 3.26

                          CERTIFICATE OF INCORPORATION
                                       of
                         AMERICAN MEDICAL RESPONSE, INC.

                                    ARTICLE I

     The name of this corporation is American Medical Response, Inc.

                                   ARTICLE II

     The registered office of this corporation in the State of Delaware is
located at 1013 Centre Road, in the City of Wilmington, County of New Castle.
The name of its registered agent at such address is Corporation Service Company.

                                   ARTICLE III

     The purpose of this corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of the
State of Delaware.

                                   ARTICLE IV

     The total number of shares that the corporation shall have authority to
issue is 25,000,000 shares of Common Stock, $.01 par value per share, and
500,000 shares of Preferred Stock, $.01 par value per share. Subject to the
limitations prescribed by law and the provisions of this certificate of
incorporation, the board of directors of the corporation is authorized to issue
the Preferred Stock from time to time in one or more series, each of such series
to have such voting powers, full or limited, or no voting powers, and such
designations, preferences and relative, participating, optional or other special
rights, and such qualifications, limitations or restrictions thereof, as shall
be determined by the board of directors in a resolution or resolutions providing
for the issue of such Preferred Stock. Subject to the powers, preferences and
rights of any Preferred Stock, including any aeries thereof, having any
preference or priority over, or rights superior to, the Common Stock and except
as otherwise provided by law, the holders of the Common Stock shall have and
possess all powers and voting and other rights pertaining to the stock of this
corporation and each share of Common Stack shall be entitled to one vote.

                                    ARTICLE V

     The name and mailing address of the incorporator is: Dominic J. Puopolo, 67
Batterymarch Street, Boston, MA 02110.

                                   ARTICLE VI

     Except as provided to the contrary in the provisions establishing a class
or series of stock, the amount of the authorized stock of this corporation of
any class or classes may be increased or decreased by the affirmative vote of
the holders of a majority of the stock of this corporation entitled to vote.



                                   ARTICLE VII

     The election of directors need not be by ballot unless the by-laws shall so
require.

                                  ARTICLE VIII

     In furtherance and not in limitation of the power conferred upon the board
of directors by law, the board of directors shall have power to make, adopt,
alter, amend and repeal from time to time by-laws of this corporation, subject
to the right of the stockholders entitled to vote with respect thereto to alter
and repeal by-laws made by the board of directors.

                                   ARTICLE IX

     A director of this corporation shall not be liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent that exculpation from liability is not permitted
under the General Corporation Law of the State of Delaware as in effect at the
time such liability is determined. No amendment or repeal of this Article IX
shall apply to or have any effect on the liability or alleged liability of any
director of the corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal.

                                    ARTICLE X

     This corporation shall, to the maximum extent permitted from time to time
under the law of the State of Delaware, indemnify and upon request shall advance
expenses to any person who is or was a party or is threatened to be made a party
to any threatened, pending or completed action, suit, proceeding or claim,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person is or was or has agreed to be a director or officer of this
corporation or while a director or officer is or was serving at the request of
this corporation as a director, officer, partner, trustee, employee or agent of
any corporation, partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, against expenses
(including attorney's fees and expenses), judgments, fines, penalties and
amounts paid in settlement incurred in connection with the investigation,
preparation to defend or defense of such action, suit, proceeding or claim;
provided, however, that the foregoing shall not require this corporation to
indemnify or advance expenses to any person in connection with any action, suit,
proceeding, claim or counterclaim initiated by or on behalf of such person. Such
indemnification shall not be exclusive of other indemnification rights arising
under any by-law, agreement, vote of directors or stockholders or otherwise and
shall inure to the benefit of the heirs and legal representatives of such
person. Any person seeking indemnification under this paragraph 10 shall be
deemed to have met the standard of conduct required for such indemnification
unless the contrary shall be established. Any repeal or modification of the
foregoing provisions of this paragraph 10 shall not adversely affect any right
or protection of a director or officer of this corporation with respect to any
acts or omissions of such director or officer occurring prior to such repeal or
modification.


                                        2



                                   ARTICLE XI

     The books of this corporation may (subject to any statutory requirements)
be kept outside the State of Delaware as may be designated by the board of
directors or in the by-laws of this corporation.

                                   ARTICLE XII

     If at any time this corporation shall have a class of stock registered
pursuant to the provisions of the Securities Exchange Act of 1934, for so long
as such class is so registered, any action by the stockholders of such class
must be taken at an annual or special meeting of stockholders and may not be
taken by written consent.

                                  ARTICLE XIII

     The Board of Directors of the Corporation, when evaluating any offer of
another party (a) to make a tender or exchange offer for any equity security of
the Corporation or (b) to effect a Business Combination, as defined in Section
203 of The Delaware General Corporation Law, shall, in connection with the
exercise of its judgment in determining what is in the best interests of the
Corporation as a whole, be authorized to give due consideration to any such
factors as the Board of Directors determines to be relevant, including, without
limitation:

          (i) the interests of the Corporation's stockholders;

          (ii) whether the proposed transaction might violate federal or state
     laws;

          (iii) not only the consideration being offered in the proposed
     transaction, in relation to the then current market price for the
     outstanding capital stock of the Corporation, but also to the market price
     for the capital stock of the Corporation over a period of years, the
     estimated price that might be achieved in a negotiated sale of the
     Corporation as a whole or in part or through orderly liquidation, the
     premiums over market price for the securities of other corporations in
     similar transactions, current political, economic and other factors bearing
     on securities prices and the Corporation's financial condition and future
     prospects; and

          (iv) the social, legal and economic effects upon employees, suppliers,
     customers and others having similar relationships with the Corporation, and
     the communities in which the Corporation conducts its business.

In connection with any such evaluation, the Board of Directors is authorized to
conduct such investigations and to engage in such legal proceedings as the Board
of Directors may determine.

                                   ARTICLE XIV

     Notwithstanding any other provisions of this Certificate of Incorporation
or the By-laws (and notwithstanding the fact that a lesser percentage may be
specified by law, this Certificate of Incorporation or the By-laws of the
Corporation), at any time a shareholder vote is required under Subchapters IX or
X of The Delaware General Corporation Law, such vote shall be by the


                                        3



affirmative vote of two-thirds of the total number of votes of the then
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors.

                                   ARTICLE XV

     Notwithstanding any other provisions of this certificate of Incorporation
or the By-laws (and notwithstanding the fact that a lesser percentage may be
specified by law, this Certificate of Incorporation or the By-Laws of the
Corporation), the affirmative vote of two-thirds of the total number of votes of
the then outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors shall be required to amend or repeal, or
to adopt any provision inconsistent with the purpose or intent of, Article XIV
or this Article XV of this Certificate of Incorporation.

     THE UNDERSIGNED, the sole incorporator named above, hereby certifies that
the facts stated above are true as of this 2nd day of June, 1992.


                                        /s/ Dominic J. Puopolo
                                        ----------------------------------------
                                        Dominic J. Puopolo
                                        Sole Incorporator


                                        4



                       CERTIFICATE OF OWNERSHIP AND MERGER
                                       OF
                         AMERICAN MEDICAL RESPONSE, INC.
                          (a Massachusetts corporation)
                                      INTO
                         AMERICAN MEDICAL RESPONSE, INC.
                            (a Delaware corporation)

(Under Section 253 of the General Corporation Law of the State of Delaware)

     American Medical Response, Inc. a Massachusetts corporation ("Parent")
hereby certifies that:

     1.   American Medical Response, Inc., a Delaware corporation ("Subsidiary")
          was organized pursuant to the provisions of the General Corporation
          Law of the State of Delaware, on the 2nd of June, 1992.

     2.   100% of the outstanding shares of capital stock of subsidiary is owned
          by Parent.

     3.   The Agreement and Plan of Merger, dated as of June 5, 1992, between
          Parent and Subsidiary (the "Merger Agreement") has been approved,
          adopted, certified, executed and acknowledged by the stockholders of
          Parent in accordance with the requirements of emotions 78 and 79 of
          the Business Corporation Law of the Commonwealth of Massachusetts.

     4.   The Board of Directors of Parent, by written consent dated on the 5th
          day of June, 1992, determined to merge the corporation into
          Subsidiary, and did adopt the following resolution:

          RESOLVED That, subject to shareholder approval, the Agreement and
                   Plan of Merger (the "Merger Agreements") between the Company
                   and American Medical Response, Inc., a Delaware corporation
                   ("American Medical Response (Delaware)"), pursuant to which
                   the Company is to be merged into American Medical Response
                   (Delaware) be, and it hereby is, authorized, approved and
                   adopted, in substantially the form presented to the
                   directors and that, pursuant to said Merger Agreement, the
                   Company shall merge with and into American Medical Response
                   (Delaware) and that upon the merger of the Company with and
                   into American Medical Response (Delaware), shares of common
                   stock or the Company shall be converted into shares of
                   common stock of American Medical Response (Delaware) in the
                   ratio of 2928.71:1 and the holders or such shares shall have
                   no further claims of any kind or nature, and American
                   Medical



                    Response (Delaware) shall issue said shares on a pro rata
                    basis.

     5.   The surviving corporation shall be Subsidiary and shall retain the
          name American Medical Response, Inc.

     6.   The Certificate of Incorporation of Subsidiary shall be the
          Certificate of Incorporation of the surviving corporation.

     7.   The executed Merger Agreement is on file at the principal place of
          business of Subsidiary, the surviving corporation, at 67 Batterymarch
          Street, Boston, MA 02110.

     8.   A copy of the Merger Agreement will be furnished by the surviving
          corporation, on request and without cost, to any stockholder of Parent
          or Subsidiary.

     IN WITNESS WHEREOF, American Medical Response, Inc., a Massachusetts
corporation, has caused this certificate to be signed by Paul M. Verrochi, its
President, and attested by Keith F. Higgins, its Assistant Clerk, on the 5th day
of June, 1992.

                                        AMERICAN MEDICAL RESPONSE, INC.


                                        By: /s/ Paul M. Verrochi
                                            ------------------------------------
                                            Paul M. Verrochi
                                            President

ATTEST:


By: /s/  Keith F. Higgins
    ---------------------------------
    Keith F. Higgins
    Assistant Clerk


                                        2



                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                         AMERICAN MEDICAL RESPONSE, INC.

     American Medical Response, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY:

     FIRST: That the Board of Directors of this Corporation has adopted the
following resolutions by unanimous written consent:

RESOLVED: That the Certificate of Incorporation of the Company be amended to
          increase the number of authorized shares of Common Stock, $.01 par
          value, from 25 million to 75 million, that such amendment is hereby
          declared advisable and that a special meeting of stockholders be held
          on March 26, 1996 for the consideration of such amendment by the
          stockholders of the Company entitled to vote thereon and that the
          Record Date for such meeting be set for February 12, 1996.

RESOLVED: That following stockholder approval of the foregoing amendment the
          Certificate of Incorporation of this Company be amended by changing
          the Article thereof number "Article IV" so that, as amended, the first
          sentence of said Article shall be and read as follows:

          "The total number of shares that the corporation shall have authority
          to issue is 75,000,000 shares of Common Stock, $.01 par value per
          share, and 500,000 shares of Preferred Stock, $.01 par value per
          share";

          and that each of the President, any Vice President, the Treasurer and
          Secretary of the Company at the time in office be, and they are, and
          each of them acting singly is, authorized, in the name and on behalf
          of the Company, to take all necessary actions in executing and filing
          such amendment with the Delaware Secretary of State, the filing of
          such amendment to be conclusive evidence that the same has been
          authorized and approved by the Board of Directors of this Company.

     SECOND: That said amendment has been consented to and authorized and
adopted by the holders of a majority of the issued and outstanding stock of this
Corporation entitled to vote in accordance with the provisions of Section 242 of
the General Corporation Law of the State of Delaware.



     IN WITNESS WHEREOF, this Corporation has caused this Certificate to be
signed by a duly authorized officer this 30 day of March, 1996.

                                        AMERICAN MEDICAL RESPONSE, INC.


                                        By /s/ William George
                                           -------------------------------------
                                           William George
                                           Vice President and General Counsel


                                        2



                    CERTIFICATE OF CHANGE OF REGISTERED AGENT

                                       AND

                                REGISTERED OFFICE

                                    * * * * *

     American Medical Response, Inc. _____________, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

     The present registered agent of the corporation is Corporation Service
Company and the present registered office of the corporation is in the county of
New Castle.

     The Board of Directors of American Medical Response, Inc. adopted the
following resolution on the 1st day of September, 1996.

     Resolved, that the registered office of 1013 Centre Rd., Wilmington, DE
19805, in the state of Delaware be and it hereby is changed to Corporation Trust
Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and
the authorization of the present registered agent of this corporation be and the
same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is
hereby constituted and appointed the registered agent of this corporation at the
address of its registered office.

     IN WITNESS WHEREOF, American Medical Response, Inc. has caused this
statement to be signed by William George, its Vice President,* this 1st day of
September, 1996.


                                        /s/ William George
                                        ----------------------------------------
                                        William George, Vice President
                                        (Title)

*    Any authorized officer or the chairman or Vice-Chairman of the Board of
     Directors may execute this certificate.



                       CERTIFICATE OF OWNERSHIP AND MERGER
                        MERGING MEDTRANS ACQUISITION CO.
                      INTO AMERICAN MEDICAL RESPONSE, INC.

     MedTrans Acquisition Co., a corporation organized and existing under the
laws of the State of Delaware,

     DOES HEREBY CERTIFY:

     FIRST: That this Corporation was incorporated on the 6th day of January,
1997, pursuant to the General Corporation Law of the State of Delaware, the
provisions of which permit the merger of a parent corporation organized and
existing under the laws of said State into a subsidiary corporation organized
and existing under the laws of said State.

     SECOND: That this Corporation owns at least ninety percent (90%) of the
outstanding shares of the common stock, $ .01 par value per share, of American
Medical Response, Inc., a corporation incorporated on the 6th day of June, 1992,
pursuant to the General Corporation Law of the State of Delaware, and having no
class of stock outstanding other than said common stock.

     THIRD: That this Corporation, by the following resolutions of its Board of
Directors, duly adopted by the unanimous written consent of the members thereof,
filed with the minutes of the Board, pursuant to Section 141(f) of the Delaware
General Corporation Law on February 25, 1997, determined to, and effective upon
the filing of this Certificate of Ownership and Merger with the Secretary of
State of the State of Delaware does, merge into said American Medical Response,
Inc.:

     WHEREAS, this Corporation is the legal and beneficial owner of at least
ninety percent (90 %) of the outstanding shares of common stock, $.01 par value
per share ("Common Stock"), of American Medical Response, Inc., a Delaware
corporation; and

     WHEREAS, said Common Stock is the only issued and outstanding class of
stock of American Medical Response, Inc.; and

     WHEREAS, this Corporation desires to merge itself into American Medical
Response, Inc. pursuant to the provisions of Section 253 of the Delaware General
Corporation Law;

     NOW, THEREFORE, BE IT RESOLVED, that effective upon the filing of an
appropriate Certificate of Ownership and Merger embodying these resolutions with
the Secretary of State of Delaware (but subject to the approval of the sole
stockholder of this Corporation) this Corporation merge and it hereby does merge
itself into American Medical Response, Inc., which will assume all of the
obligations of this Corporation; and

     RESOLVED, that the terms and conditions of the merger are as follows: Upon
the proposed merger becoming effective, each outstanding share of Common Stock
held of record by stockholders other than this Corporation shall cease to be
outstanding, and such stockholders of record shall be entitled to receive from
American Medical Response, Inc., as the surviving corporation in the merger, the
sum of $40.00, in cash for each such share upon surrender to The



First National Bank of Boston, which is hereby appointed paying agent for such
purpose, of their certificates formerly representing ownership of Common Stock;
each outstanding share of Common Stock owned of record by the Corporation
(including for this purpose any shares owned by the sole stockholder of this
Corporation) shall cease to be outstanding, without any payment being made in
respect thereof; and each share of Common Stock of this Corporation shall be
converted into 1 share of Common Stock, $.01 par value per share, of American
Medical Response, Inc., certificates for which shall be issued to the sole
stockholder of this Corporation upon surrender to American Medical Response,
Inc. of such stockholder's certificates formerly representing such shares of
Common Stock of this Corporation; and

     RESOLVED, that immediately following the merger, the first sentence of
Article IV of the Certificate of Incorporation of American Medical Response,
Inc. be amended to read as follows:

          "The total number of shares of stock which the corporation shall have
          the authority to issue is Three Thousand (3,000) shares of Common
          Stock, $.01 par value."

     RESOLVED, that the proposed merger be submitted to the sole stockholder of
this Corporation and that upon receiving the unanimous written consent of such
stockholder the proposed merger shall be approved; and

     RESOLVED, that American Medical Response, Inc., as the surviving
corporation in the merger, shall notify each stockholder of record of said
American Medical Response, Inc. within ten days after the effective date of the
merger that the merger has become effective; and

     RESOLVED, that the President or any Vice President of this Corporation be
and each hereby is authorized to make and execute, and the Secretary or any
Assistant Secretary be and each hereby is authorized to attest, a Certificate of
Ownership and Merger setting forth a copy of these resolutions providing for the
merger of this Corporation into American Medical Response, Inc., and the date of
adoption hereof, and to cause the same to be filed with the Secretary of State
and a certified copy recorded in the office of the Recorder of Deeds of each
county in which it is required to be filed and to do all acts and things,
whatsoever, whether within or without the State of Delaware, which may be in any
way necessary or appropriate to effect such merger.

     FOURTH: That the merger has been approved by the holder of all of the
outstanding stock of this Corporation entitled to vote thereof by unanimous
written consent without a meeting in accordance with Section 228 of the Delaware
General Corporation law.

     IN WITNESS WHEREOF, said MedTrans Acquisition Co. has caused this
Certificate to be signed by Ivan R. Cairns, its authorized officer, this 25th
day of February, 1997.

                                        MEDTRANS ACQUISITION CO.


                                        By: /s/ Ivan R. Cairns
                                            ------------------------------------
                                        Name: Ivan R. Cairns
                                        Title: Senior Vice President


                                        2



                       CERTIFICATE OF OWNERSHIP AND MERGER

                                     MERGING

                                 CARELINE, INC.

                                      INTO

                         AMERICAN MEDICAL RESPONSE, INC.

     Careline, Inc., a corporation organized and existing under the laws of the
state of Delaware,

     DOES HEREBY CERTIFY:

     FIRST: That this Corporation was incorporated on the 17th day of July,
1995, pursuant to the General Corporation Law of the State of Delaware, the
provisions of which permit the merger of a parent corporation organized and
existing under the laws of said State into a subsidiary corporation organized
and existing under the laws of said state.

     SECOND: That this Corporation owns at least ninety percent (90%) of the
outstanding shares of the common stock, $.01 par value per share, of American
Medical Response, Inc., a corporation incorporated on the 2nd day of June, 1992,
pursuant to the General Corporation Law of the State of Delaware, and having no
class outstanding other than said common stock.

     THIRD: That this Corporation, by the following resolutions of its sole
director, duly adopted by written consent thereof, filed with the minutes of the
meetings, pursuant to Section 141(f) of the Delaware General Corporation Law on
August 25, 1999, determined to, and effective upon the filing of this
Certificate of Ownership and Merger with the Secretary of State of the State of
Delaware does, merge into said American Medical Response, Inc.:

     WHEREAS, that this Corporation is the legal and beneficial owner of at
least ninety percent (90%) of the outstanding shares of common stock, $.01 par
value per share ("Common Stock"), of American Medical Response, Inc., a Delaware
corporation; and

     WHEREAS, said Common Stock is the only issued and outstanding class of
stock of American Medical Response, Inc.; and

     WHEREAS, this Corporation desires to merge itself into American Medical
Response, Inc. pursuant to the provisions of Section 253 of the Delaware General
Corporation Law;

     NOW, THEREFORE, BE IT RESOLVED: that effective upon the filing of an
appropriate Certificate of Ownership and Merger embodying these resolutions with
the Secretary of State of Delaware (but subject to the approval of the sole
stockholder of this Corporation) this Corporation merge and it hereby does merge
itself into American Medical Response, Inc. which will assume all of the
obligations of this Corporation; and



     RESOLVED, that the terms and conditions of the merger are as follows:

     a.   Caroline, Inc., which is a business corporation of the State of
          Delaware and is the parent corporation and the owner of all of the
          outstanding shares of American Medical Response, Inc., which is a
          business corporation of the State of Delaware and the subsidiary
          corporation, hereby merges itself into American Medical Response, Inc.
          pursuant to the provisions of the laws of the State of Delaware.

     b.   The separate existence of this Corporation shall cease at the
          effective time and date of the merger and American Medical Response,
          Inc. shall continue its existence as the surviving corporation
          pursuant to the provisions of the laws of the State of Delaware.

     c.   The issued shares of this Corporation immediately prior to the
          effective time and date of the merger shall not be converted in any
          manner, but each said share which is issued at the effective time and
          date of the merger shall be surrendered and extinguished.

     d.   The sole director and the proper officers of American Medical
          Response, Inc. are hereby authorized, empowered, and directed to do
          any and all acts and things, and to make, execute, deliver, file,
          and/or record any and all instruments, papers, and documents which
          shall be or become necessary, proper or convenient to carry out or put
          into effect any of the provisions of this Certificate of Ownership and
          Merger.

     RESOLVED, that the proposed merger be submitted to the sole stockholder of
this Corporation and that upon receiving the unanimous written consent of such
stockholder the proposed merger shall be approved; and

     RESOLVED, that American Medical Response, Inc. as the surviving corporation
in the merger, shall notify the stockholder of record of said American Medical
Response, Inc. within ten days after the effective date of the merger that the
merger has become effective; and

     RESOLVED, that the President or any Vice President of this Corporation, be
and each hereby is authorized to make and execute, and the Secretary or any
Assistant Secretary be and each hereby is authorized to attest, a Certificate of
Ownership and Merger setting forth a copy of these resolutions providing for the
merger of this Corporation into American Medical Response, Inc. and the date of
adoption hereof, and to cause the same to be filed with the Secretary of State
and to do all acts and things, whatsoever, whether within or without the State
of Delaware, which may be in any way necessary or appropriate to effect such
merger.

     FOURTH: That the merger has been approved by the holders of all of the
outstanding stock of this Corporation entitled to vote thereof by unanimous
written consent without a meeting in accordance with Section 228 of the Delaware
General Corporation law.

     FIFTH: Anything herein or elsewhere to the contrary notwithstanding, this
merger may be amended or terminated and abandoned by the Board of Directors of
this Corporation at any time prior to the time that this merger filed with the
Secretary of State becomes effective.


                                        2



     IN WITNESS WHEREOF, the undersigned, being the Vice President of Careline,
Inc., has executed this Certificate and hereby affirms under the penalties of
perjury that its contents are true as of this 25 day of August, 1999.


                                        By /s/ Joshua T. Gaines
                                           -------------------------------------
                                           Vice President
                                           (Title)


                                        3

EX-3.27

                                                                    Exhibit 3.27

                                     BY-LAWS

                                       OF

                         AMERICAN MEDICAL RESPONSE, INC.

                  Section 1. LAW, CERTIFICATE OF INCORPORATION
                                   AND BY-LAWS

     1.1. These by-laws are subject to the certificate of incorporation of the
corporation. In these by-laws, references to law, the certificate of
incorporation and by-laws mean the law, the provisions of the certificate of
incorporation and the by-laws as from time to time in effect.

                             Section 2. STOCKHOLDERS

     2.1. Annual Meeting. The annual meeting of stockholders shall be held at
10:00 am on the second Tuesday in May in each year, unless that day be a legal
holiday at the place where the meeting is to be held, in which case the meeting
shall be held at the same hour on the next succeeding day not a legal holiday,
or at such other date and time as shall be designated from time to time by the
board of directors and stated in the notice of the meeting, at which they shall
elect a board of directors and transact such other business as may be required
by law or these by-laws or as may properly come before the meeting.

     2.2. Special Meetings. A special meeting of the stockholders may be called
at any time by the chairman of the board, if any, the president or the board of
directors. A special meeting of the stockholders shall be called by the
secretary, or in the case of the death, absence, incapacity or refusal of the
secretary, by an assistant secretary or some other officer, upon application of
a majority of the directors. Any such application shall state the purpose or
purposes of the proposed meeting. Any such call shall state the place, date,
hour, and purposes of the meeting.

     2.3. Place of Meeting. All meetings of the stockholders for the election of
directors or for any other purpose shall be held at such place within or without
the State of Delaware as may be determined from time to time by the chairman of
the board, if any, the president or the board of directors. Any adjourned
session of any meeting of the stockholders shall be held at the place designated
in the vote of adjournment.

     2.4. Notice of Meetings. Except as otherwise provided by law, a written
notice of each meeting of stockholders stating the place, day and hour thereof
and, in the case of a special meeting, the purposes for which the meeting is
called, shall be given not less then ten nor more than sixty days before the
meeting, to each stockholder entitled to vote thereat, and to each stockholder
who, by law, by the certificate of incorporation or by these by-laws, is
entitled to notice, by leaving such notice with him or at his residence or usual
place of business, or by depositing it in the United States mail, postage
prepaid, and addressed to such stockholder at his



address as it appears in the records of the corporation. Such notice shall be
given by the secretary, or by an officer or person designated by the board of
directors, or in the case of a special meeting by the officer calling the
meeting. As to any adjourned session of any meeting of stockholders, notice of
the adjourned meeting need not be given if the time and place thereof are
announced at the meeting at which the adjournment was taken except that if the
adjournment is for more than thirty days or if after the adjournment a new
record date is set for the adjourned session, notice of any such adjourned
session of the meeting shall be given in the manner heretofore described. No
notice of any meeting of stockholders or any adjourned session thereof need be
given to a stockholder if a written waiver of notice, executed before or after
the meeting or such adjourned session by such stockholder, is filed with the
records of the meeting or if the stockholder attends such meeting without
objecting at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any meeting of the stockholders or any
adjourned session thereof need be specified in any written waiver of notice.

     2.5. Business at Stockholder Meetings. Unless otherwise determined by the
board of directors prior to a meeting of the stockholders, the officer presiding
at such meeting, determined in accordance with these by-laws, shall determine
the order of business and shall have the authority in his discretion to regulate
the conduct of such meeting, including, without limitation, to impose
restrictions on the persons (other than stockholders of the corporation or their
duly appointed proxies) who may attend such meeting, to regulate and restrict
the making of statements or asking of questions at such meeting and to cause the
removal from such meeting of any person who has disrupted or appears likely to
disrupt the proceedings at such meeting. At a meeting of the stockholders, only
such business shall be conducted as shall have been properly brought before the
meeting. To be properly brought before a meeting of stockholders, business must
be (a) specified in the notice of meeting (or any supplement thereto) given as
provided in these by-laws, (b) otherwise properly brought before the meeting by
or at the direction of a majority of the board of directors then in office, or
(c) otherwise properly brought before the meeting by a stockholder. For business
to be properly brought before a meeting by a stockholder, the stockholder must
have given timely notice thereof in writing to the secretary of the corporation
and the stockholder must be a stockholder of record at the time such notice is
given. To be timely, a stockholder's notice must be delivered to or mailed and
received at the principal executive offices of the corporation, not less than 60
days nor more than 90 days prior to the meeting; provided, however, that in the
event that the date of the meeting is not publicly announced by the corporation
by mail, press release or otherwise more than 70 days prior to the meeting,
notice by the stockholder to be timely must be delivered to the secretary of the
corporation not later than the close of business on the tenth day following the
day on which such announcement of the date of the meeting was made. A
stockholder's notice to the secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (a) a brief description
of the business desired to be brought before the meeting and the reasons for
conducting such business at the meeting, (b) the name and address, as they
appear on the corporation's books, of the stockholder proposing such business,
(c) the class and number of shares of the corporation which are beneficially
owned by the stockholder, and (d) any material financial interest of the
stockholder in such business. Notwithstanding anything in these by-laws to the
contrary, no business shall be conducted at any meeting except in accordance
with the procedures set forth in this Section 2.5. The chairman of the meeting
shall, if the facts warrant,


                                        2



determine and declare to the meeting that business was not properly brought
before the meeting and in accordance with the provisions of this Section 2.5,
and if he should so determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.
Notwithstanding the foregoing provisions of this Section 2.5, a stockholder
shall also comply with all applicable requirements of the Securities Exchange
Act of 1934, as amended, and the rules and regulations thereunder with respect
to the matters set forth in this section.

     2.6. Quorum of Stockholders. At any meeting of the stockholders a quorum as
to any matter shall consist of a majority of the votes entitled to be cast on
the matter, except where a larger quorum is required by law, by the certificate
of incorporation or by these by-laws. Any meeting may be adjourned from time to
time by a majority of the votes properly cast upon the question, whether or not
a quorum is present. If a quorum is present at an original meeting, a quorum
need not be present at an adjourned session of that meeting. Shares of its own
stock belonging to the corporation or to another corporation, if a majority of
the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the corporation, shall neither
be entitled to vote nor be counted for quorum purposes; provided, however, that
the foregoing shall not limit the right of any corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

     2.7. Action by Vote. When a quorum is present at any meeting, a plurality
of the votes properly cast for election to any office shall elect to such office
and a majority of the votes properly cast upon any question other than an
election to an office shall decide the question, except when a larger vote is
required by law, by the certificate of incorporation or by these by-laws. No
ballot shall be required for any election unless requested by a stockholder
present or represented at the meeting and entitled to vote in the election.

     2.8. Action without Meetings. Unless otherwise provided in the certificate
of incorporation, any action required or permitted to be taken by stockholders
for or in connection with any corporate action may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the corporation by
delivery to its registered office in Delaware by hand or certified or registered
mail, return receipt requested, to its principal place of business or to an
officer or agent of the corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Each such written consent
shall bear the date of signature of each stockholder who signs the consent. No
written consent shall be effective to take the corporate action referred to
therein unless written consents signed by a number of stockholders sufficient to
take such action are delivered to the corporation in the manner specified in
this paragraph within sixty days of the earliest dated consent so delivered.

     If action is taken by consent of stockholders and in accordance with the
foregoing, there shall be filed with the records of the meetings of stockholders
the writing or writings comprising such consent.


                                        3



     If action is taken by less than unanimous consent of stockholders, prompt
notice of the taking of such action without a meeting shall be given to those
who have not consented in writing and a certificate signed and attested to by
the secretary that such notice was given shall be filed with the records of the
meetings of stockholders.

     In the event that the action which is consented to is such as would have
required the filing of a certificate under any provision of the General
Corporation Law of the State of Delaware, if such action had been voted upon by
the stockholders at a meeting thereof, the certificate filed under such
provision shall state, in lieu of any statement required by such provision
concerning a vote of stockholders, that written consent has been given under
Section 228 of said General Corporation Law and that written notice has been
given as provided in such Section 228.

     2.9. Proxy Representation. Every stockholder may authorize another person
or persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether by waiving notice of any meeting, objecting to
or voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by his
attorney-in-fact. No proxy shall be voted or acted upon after three years from
its date unless such proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and, if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally. The authorization of a proxy may but need
not be limited to specified action, provided, however, that if a proxy limits
its authorization to a meeting or meetings of stockholders, unless otherwise
specifically provided such proxy shall entitle the holder thereof to vote at any
adjourned session but shall not be valid after the final adjournment thereof.

     2.10. Inspectors. The directors or the person presiding at the meeting may,
but need not, appoint one or more inspectors of election and any substitute
inspectors to act at the meeting or any adjournment thereof. Each inspector,
before entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability. The inspectors, if any,
shall determine the number of shares of stock outstanding and the voting power
of each, the shares of stock represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots or
consents, hear and determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes, ballots or consents,
determine the result, and do such acts as are proper to conduct the election or
vote with fairness to all stockholders. On request of the person presiding at
the meeting, the inspectors shall make a report in writing of any challenge,
question or matter determined by them and execute a certificate of any fact
found by them.

     2.11. List of Stockholders. The secretary shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at such meeting, arranged in alphabetical order
and showing the address of each stockholder and the number of shares registered
in his name. The stock ledger shall be the only evidence as to who are
stockholders entitled to examine such list or to vote in person or by proxy at
such meeting.

                          Section 3. BOARD OF DIRECTORS


                                        4



     3.1. Number. The number of directors which shall constitute the whole board
shall not be less than one nor more than eleven in number. Thereafter, within
the foregoing limits, the stockholders at the annual meeting shall determine the
number of directors and shall elect the number of directors as determined.
Within the foregoing limits, the number of directors may be increased at any
time or from time to time by the stockholders or by the directors by vote of a
majority of the directors then in office. The number of directors may be
decreased to any number permitted by the foregoing at any time either by the
stockholders or by the directors by vote of a majority of the directors then in
office, but only to eliminate vacancies existing by reason of the death,
resignation or removal of one or more directors. Directors need not be
stockholders.

     3.2. Tenure. Except as otherwise provided by law, by the certificate of
incorporation or by these by-laws, each director shall hold office until the
next annual meeting and until his successor is elected and qualified, or until
he sooner dies, resigns, is removed or becomes disqualified.

     3.3. Notification of Nominations. Subject to the rights of the holders of
any class or series of preferred stock voting separately by class or series,
nominations for the election of directors may be made by the board of directors
or by any stockholder entitled to vote for the election of directors. If at any
time this corporation has a class of stock registered pursuant to the Securities
Exchange Act of 1934, for so long as such class is so registered, a stockholder
entitled to vote for the election of directors at a meeting may nominate persons
for election as directors by giving timely notice thereof in proper written form
to the secretary accompanied by a petition signed by at least 100 record holders
of capital stock of the corporation which shows the class and number of shares
held by each person and which represent in the aggregate 1% of the outstanding
shares entitled to vote in the election of directors. To be timely, notice shall
be delivered to or mailed and received at the principal executive offices not
less than 60 days nor more than 90 days prior to the meeting; provided, however,
that in the event that less than 70 days' notice or prior public disclosure of
the date of the meeting is given or made to the stockholders, to be timely,
notice by the stockholder must be received at the principal executive offices
not later than the close of business on the tenth day following the day on which
such notice of the date of the meeting was mailed or such public disclosure was
made. To be in proper written form, a stockholder's notice shall set forth in
writing (i) as to each person whom the stockholder proposes to nominate for
election or reelection as a director, all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended, including, without
limitation, such person's written consent to being named in the proxy statement
as a nominee and to serving as a director if elected and (ii) as to the
stockholder giving the notice (x) the name and address, as they appear on the
corporation's books, of such stockholder and (y) the class and number of shares
or the corporation which are beneficially owned by such stockholder. At the
request of the board of directors, any person nominated by the board of
directors for election as a director shall furnish to the secretary the
information required to be set forth in a stockholder's notice of nomination
which pertains to the nominee. In the event that a stockholder seeks to nominate
one or more directors, the secretary shall appoint one or more inspectors to
determine whether a stockholder


                                        5



has complied with this Section 3.3. If the inspectors shall determine that a
stockholder has not complied with this Section 3.3, the inspectors shall direct
the chairman of the meeting to declare to the meeting that a nomination was not
made in accordance with the procedures prescribed by the by-laws, and the
chairman shall so declare to the meeting and the defective nomination shall be
disregarded.

     3.4. Powers. The business and affairs of the corporation shall be managed
by or under the direction of the board of directors who shall have and may
exercise all the powers of the corporation and do all such lawful acts and
things as are not by law, the certificate of incorporation or these by-laws
directed or required to be exercised or done by the stockholders.

     3.5. Vacancies. Vacancies and any newly created directorships resulting
from any increase in the number of directors may be filled by vote of the
stockholders at a meeting called for the purpose, or by a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director. When one or more directors shall resign from the board, effective at a
future date, a majority of the directors then in office, including those who
have resigned, shall have power to fill such vacancy or vacancies, the vote or
action by writing thereon to take effect when such resignation or resignations
shall become effective. The directors shall have and may exercise all their
powers notwithstanding the existence of one or more vacancies in their number,
subject to any requirements of law or of the certificate of incorporation or of
these by-laws as to the number of directors required for a quorum or for any
vote or other actions.

     3.6. Committees. The board of directors may, by vote of a majority of the
whole board, (a) designate, change the membership of or terminate the existence
of any committee or committees, each committee to consist of one or more of the
directors; (b) designate one or more directors as alternate members of any such
committee who may replace any absent or disqualified member at any meeting of
the committee; and (c) determine the extent to which each such committee shall
have and may exercise the powers of the board of directors in the management of
the business and affairs of the corporation, including the power to authorize
the seal of the corporation to be affixed to all papers which require it and the
power and authority to declare dividends or to authorize the issuance of stock;
excepting, however, such powers which by law, by the certificate of
incorporation or by these by-laws they are prohibited from so delegating. In the
absence or disqualification of any member of such committee and his alternate,
if any, the member or members thereof present at any meeting and not
disqualified from voting, whether or not constituting a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in the
place of any such absent or disqualified member. Except as the board of
directors may otherwise determine, any committee may make rules for the conduct
of its business, but unless otherwise provided by the board or such rules, its
business shall be conducted as nearly as may be in the same manner as is
provided by these by-laws for the conduct of business by the board of directors.
Each committee shall keep regular minutes of its meetings and report the same to
the board of directors upon request.

     3.7. Regular Meetings. Regular meetings of the board of directors may be
held without call or notice at such places within or without the State of
Delaware and at such times as the board may from time to time determine,
provided that notice of the first regular meeting following any such
determination shall be given to absent directors. A regular meeting of the


                                        6



directors may be held without call or notice immediately after and at the same
place as the annual meeting of stockholders.

     3.8. Special Meetings. Special meetings of the board of directors may be
held at any time and at any place within or without the State of Delaware
designated in the notice of the meeting, when called by the chairman of the
board, if any, the president, or by one-third or more in number of the
directors, reasonable notice thereof being given to each director by the
secretary or by the chairman of the board, if any, the president or any one of
the directors calling the meeting.

     3.9. Notice. It shall be reasonable and sufficient notice to a director to
send notice by mail at least forty-eight hours or by telegram at least
twenty-four hours before the meeting addressed to him at his usual or last known
business or residence address or to give notice to him in person or by telephone
at least twenty-four hours before the meeting. Notice of a meeting need not be
given to any director if a written waiver of notice, executed by him before or
after the meeting, is filed with the records of the meeting, or to any director
who attends the meeting without protesting prior thereto or at its commencement
the lack of notice to him. Neither notice of a meeting nor a waiver of a notice
need specify the purposes of the meeting.

     3.10. Quorum. Except as may be otherwise provided by law, by the
certificate of incorporation or by these by-laws, at any meeting of the
directors a majority of the directors then in office shall constitute a quorum;
a quorum shall not in any case be less than one-third of the total number of
directors constituting the whole board. Any meeting may be adjourned from time
to time by a majority of the votes cast upon the question, whether or not a
quorum is present, and the meeting may be held as adjourned without further
notice.

     3.11. Action by Vote. Except as may be otherwise provided by law, by the
certificate of incorporation or by these by-laws, when a quorum is present at
any meeting the vote of a majority of the directors present shall be the act of
the board of directors.

     3.12. Action Without a Meeting. Any action required or permitted to be
taken at any meeting of the board of directors or a committee thereof may be
taken without a meeting if all the members of the board or of such committee, as
the case may be, consent thereto in writing, and such writing or writings are
filed with the records of the meetings of the board or of such committee. Such
consent shall be treated for all purposes as the act of the board or of such
committee, as the case may be.

     3.13. Participation in Meetings by Conference Telephone. Members of the
board of directors, or any committee designated by such board, may participate
in a meeting of such board or committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other or by any other means permitted by law. Such
participation shall constitute presence in person at such meeting.

     3.14. Compensation. In the discretion of the board of directors, each
director may be paid such fees for his services as director and be reimbursed
for his reasonable expenses incurred in the performance of his duties as
director as the board of directors from time to time may


                                        7



determine. Nothing contained in this section shall be construed to preclude any
director from serving the corporation in any other capacity and receiving
reasonable compensation therefor.

     3.15. Interested Directors and Officers.

     (a) No contract or transaction between the corporation and one or more of
its directors or officers, or between the corporation and any other corporation,
partnership, association, or other organization in which one or more of the
corporation's directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the board or committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purpose, if:

          (1) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the board of directors
or the committee, and the board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or

          (2) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or

          (3) The contract or transaction is fair as to the corporation as of
the time it is authorized, approved or ratified, by the board of directors, a
committee thereof, or the stockholders.

     (b) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or of a committee
which authorizes the contract or transaction.

                         Section 4. OFFICERS AND AGENTS

     4.1. Enumeration; Qualification. The officers of the corporation shall be a
president, a treasurer, a secretary and such other officers, if any, as the
board of directors from time to time may in its discretion elect or appoint
including without limitation a chairman of the board, one or more vice
presidents and a controller. The corporation may also have such agents, if any,
as the board of directors from time to time may in its discretion choose. Any
officer may be but none need be a director or stockholder. Any two or more
offices may be held by the same person. Any officer may be required by the board
of directors to secure the faithful performance of his duties to the corporation
by giving bond in such amount and with sureties or otherwise as the board of
directors may determine.

     4.2. Powers. Subject to law, to the certificate of incorporation and to the
other provisions of these by-laws, each officer shall have, in addition to the
duties and powers herein


                                        8



set forth, such duties and powers as are commonly incident to his office and
such additional duties and powers as the board of directors may from time to
time designate.

     4.3. Election. The officers may be elected by the board of directors at
their first meeting following the annual meeting of the stockholders or at any
other time. At any time or from time to time the directors may delegate to any
officer their power to elect or appoint any other officer or any agents.

     4.4. Tenure. Each officer shall hold office until the first meeting of the
board of directors following the next annual meeting of the stockholders and
until his respective successor is chosen and qualified unless a shorter period
shall have been specified by the terms of his election or appointment, or in
each case until he sooner dies, resigns, is removed or becomes disqualified.
Each agent shall retain his authority at the pleasure of the directors, or the
officer by whom he was appointed or by the officer who then holds agent
appointive power.

     4.5. Chairman of the Board of Directors, President and Vice President. The
chairman of the board, if any, shall have such duties and powers as shall be
designated from time to time by the board of directors. Unless the board of
directors otherwise specifies, the chairman of the board, or if there is none
the chief executive officer, shall preside, or designate the person who shall
preside, at all meetings of the stockholders and of the board of directors.

     Unless the board of directors otherwise specifies, the president shall be
the chief executive officer and shall have direct charge of all business
operations of the corporation and, subject to the control of the directors,
shall have general charge and supervision of the business of the corporation.

     Any vice presidents shall have such duties and powers as shall be set forth
in these by-laws or as shall be designated from time to time by the board of
directors or by the president.

     4.6. Treasurer and Assistant Treasurers. Unless the board of directors
otherwise specifies, the treasurer shall be the chief financial officer of the
corporation and shall be in charge of its funds and valuable papers, and shall
have such other duties and powers as may be designated from time to time by the
board of directors or by the president. If no controller is elected, the
treasurer shall, unless the board of directors otherwise specifies, also have
the duties and powers of the controller.

     Any assistant treasurers shall have such duties and powers as shall be
designated from time to time by the board of directors, the president or the
treasurer.

     4.7. Controller and Assistant Controllers. If a controller is elected, he
shall, unless the board of directors otherwise specifies, be the chief
accounting officer of the corporation and be in charge of its books of account
and accounting records, and of its accounting procedures. He shall have such
other duties and powers as may be designated from time to time by the board of
directors, the president or the treasurer.

     Any assistant controller shall have such duties and powers as shall be
designated from time to time by the board of directors, the president, the
treasurer or the controller.


                                        9



     4.8. Secretary and Assistant Secretaries. The secretary shall record all
proceedings of the stockholders, of the board of directors and of committees of
the board of directors in a book or series of books to be kept therefor and
shall file therein all actions by written consent of stockholders or directors.
In the absence of the secretary from any meeting, an assistant secretary, or if
there be none or he is absent, a temporary secretary chosen at the meeting,
shall record the proceedings thereof. Unless a transfer agent has been appointed
the secretary shall keep or cause to be kept the stock and transfer records of
the corporation, which shall contain the names and record addresses of all
stockholders and the number of shares registered in the name of each
stockholder. He shall have such other duties and powers as may from time to time
be designated by the board of directors or the president.

     Any assistant secretaries shall have such duties and powers as shall be
designated from time to time by the board of directors, the president or the
secretary.

                      Section 5. RESIGNATIONS AND REMOVALS

     5.1. Any director or officer may resign at any time by delivering his
resignation in writing to the chairman of the board, if any, the president, or
the secretary or to a meeting of the board of directors. Such resignation shall
be effective upon receipt unless specified to be effective at some other time,
and without in either case the necessity of its being accepted unless the
resignation shall so state. A director (including persons elected by directors
to fill vacancies in the board) may be removed from office with or without cause
by the vote of the holders of a majority of the shares issued and outstanding
and entitled to vote in the election of directors. The board of directors may at
any time remove any officer either with or without cause. The board of directors
may at any time terminate or modify the authority of any agent. No director or
officer resigning and (except where a right to receive compensation shall be
expressly provided in a duly authorized written agreement with the corporation)
no director or officer removed shall have any right to any compensation as such
director or officer for any period following his resignation or removal, or any
right to damages on account of such removal, whether his compensation be by the
month or by the year or otherwise; unless, in the case of a resignation, the
directors, or, in the case of removal, the body acting on the removal, shall in
their or its discretion provide for compensation.

                              Section 6. VACANCIES

     6.1. If the office of the president or the treasurer or the secretary
becomes vacant, the directors may elect a successor by vote of a majority of the
directors then in office. If the office of any other officer becomes vacant, any
person or body empowered to elect or appoint that officer may choose a
successor. Each such successor shall hold office for the unexpired term, and in
the case of the president, the treasurer and the secretary until his successor
is chosen and qualified or in each case until he sooner dies, resigns, is
removed or becomes disqualified. Any vacancy of a directorship shall be filled
as specified in Section 3.4 of these by-laws.


                                       10



                            Section 7. CAPITAL STOCK

     7.1. Stock Certificates. Each stockholder shall be entitled to a
certificate stating the number and the class and the designation of the series,
if any, of the shares held by him, in such form as shall, in conformity to law,
the certificate of incorporation and the by-laws, be prescribed from time to
time by the board of directors. Such certificate shall be signed by the chairman
or vice chairman of the board, if any, or the president or a vice president and
by the treasurer or an assistant treasurer or by the secretary or an assistant
secretary. Any of or all the signatures on the certificate may be a facsimile.
In case an officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed on such certificate shall have ceased to be
such officer, transfer agent, or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such
officer, transfer agent, or registrar at the time of its issue.

     7.2. Loss of Certificates. In the case of the alleged theft, loss,
destruction or mutilation of a certificate of stock, a duplicate certificate may
be issued in place thereof, upon such terms, including receipt of a bond
sufficient to indemnify the corporation against any claim on account thereof, as
the board of directors may prescribe.

                     Section 8. TRANSFER OF SHARES OF STOCK

     8.1. Transfer on Books. Subject to the restrictions, if any, stated or
noted on the stock certificate, shares of stock may be transferred on the books
of the corporation by the surrender to the corporation or its transfer agent of
the certificate therefor properly endorsed or accompanied by a written
assignment and power of attorney properly executed, with necessary transfer
stamps affixed, and with such proof of the authenticity of signature as the
board of directors or the transfer agent of the corporation may reasonably
require. Except as may be otherwise required by law, by the certificate of
incorporation or by these by-laws, the corporation shall be entitled to treat
the record holder of stock as shown on its books as the owner of such stock for
all purposes, including the payment of dividends and the right to receive notice
and to vote or to give any consent with respect thereto and to be held liable
for such calls and assessments, if any, as may lawfully be made thereon,
regardless of any transfer, pledge or other disposition of such stock until the
shares have been properly transferred on the books of the corporation.

     It shall be the duty of each stockholder to notify the corporation of his
post office address.

     8.2. Record Date and Closing Transfer Books. In order that the corporation
may determine the stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, the board of directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the board of directors, and
which record date shall not be more than sixty nor less than ten days before the
date of such meeting. If no such record date is fixed by the board of directors,
the record date for determining the stockholders entitled to notice of or to
vote at a meeting of stockholders shall be at the close of business on the day
next preceding the day on which notice is given, or, if notice


                                       11



is waived, at the close of business on the day next preceding the day on which
the meeting is held. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; provided, however, that the board of directors may fix a new
record date for the adjourned meeting.

     In order that the corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the board of directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the board of directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the board of directors. If no
such record date has been fixed by the board of directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the board of directors is required by
the General Corporation Law of the State of Delaware, shall be the first date on
which a signed written consent setting forth the action taken or proposed to be
taken is delivered to the corporation by delivery to its registered office in
Delaware by hand or certified or registered mail, return receipt requested, to
its principal place of business or to an officer or agent of the corporation
having custody of the book in which proceedings of meetings of stockholders are
recorded. If no record date has been fixed by the board of directors and prior
action by the board of directors is required by the General Corporation Law of
the State of Delaware, the record date for determining stockholders entitled to
consent to corporate action in writing without a meeting shall be at the close
of business on the day on which the board of directors adopts the resolution
taking such prior action.

     In order that the corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or to exercise any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the board of directors may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be not
more than sixty days prior to such payment, exercise or other action. If no such
record date is fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.

                            Section 9. CORPORATE SEAL

     9.1. Subject to alteration by the directors, the seal of the corporation
shall consist of a flat-faced circular die with the word "Delaware" and the name
of the corporation cut or engraved thereon, together with such other words,
dates or images as may be approved from time to time by the directors.

                         Section 10. EXECUTION OF PAPERS

     10.1. Except as the board of directors may generally or in particular cases
authorize the execution thereof in some other manner, all deeds, leases,
transfers, contracts, bonds, notes, checks, drafts or other obligations made,
accepted or endorsed by the corporation shall be signed by the chairman of the
board, if any, the president, a vice president or the treasurer.


                                       12



                             Section 11. FISCAL YEAR

     11.1. The fiscal year of the corporation shall end on the 31st of December.

                             Section 12. AMENDMENTS

     12.1. These by-laws may be adopted, amended or repealed by vote of a
majority of the directors then in office or by vote of a majority of the stock
outstanding and entitled to vote; provided, however, that the affirmative vote
of two-thirds of the total number of votes of the then outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
directors shall be required to amend or repeal, or to adopt any provision
inconsistent with the purpose of intent of sections 2.5 or 3.3 of these by-laws.
Any by-law, whether adopted, amended or repealed by the stockholders or
directors, may be amended or reinstated by the stockholders or the directors.


                                       13

EX-3.28

                                                                    Exhibit 3.28

                          CERTIFICATE OF INCORPORATION

                                       OF

                              AMR ACQUISITION, INC.

      1. The name of this corporation is AMR Acquisition, Inc.

      2. The registered office of this corporation in the State of Delaware is
located at 1013 Centre Road, in the City of Wilmington, County of New Castle.
The name of its registered agent at such address is Corporation Service Company.

      3. The purpose of this corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

      4. The total number of shares of stock that this corporation shall have
authority to issue is 3,000 shares of Common Stock, $.01 par value par share.
Each share of Common Stock shall be entitled to one vote.

      5. The name and mailing address of the incorporator is: William George,
One International Place, Boston, MA 02110.

      6. Except as provided to the contrary in the provisions establishing a
class or series of stock, the amount of the authorized stock of this corporation
of any class or classes may be increased or decreased by the affirmative vote of
the holders of a majority of the stock of this corporation entitled to vote.

      7. The election of directors need not be by ballot unless the by-laws
shall so require.

      8. In furtherance and not in limitation of the power conferred upon the
board of directors by law, the board of directors shall have power to make,
adopt, altar, amend and repeal from time to time by-laws of this corporation,
subject to the right of the stockholders entitled to vote with respect thereto
to alter and repeal by-laws made by the board of directors.

      9. A director of this corporation shall not be liable to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent that exculpation from liability is not permitted
under the General Corporation Law of the State of Delaware as in effect at the
time such liability is determined. No amendment or repeal of this paragraph 9
shall apply to or have any effect on the liability or alleged liability of any
director of the corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal.

      10. This corporation shall, to the maximum extent permitted from time to
time under the law of the State of Delaware, indemnify and upon request shall
advance expenses to any person who is or was a party or is threatened to be made
a party to any threatened, pending or



completed action, suit, proceeding or claim, whether civil, criminal,
administrative or investigative, by reason of the fact that such person is or
was or has agreed to be a director or officer of this corporation or while a
director or officer is or was serving at the request of this corporation as a
director, officer, partner, trustee, employee or agent of any corporation,
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, against expenses (including attorney's fees
and expenses), judgments, fines, penalties and amounts paid in settlement
incurred in connection with the investigation, preparation to defend or defense
of such action, suit, proceeding or claim provided, however; that the foregoing
shall not require this corporation to indemnify or advance expenses to any
person in connection with any action, suit, proceeding, claim or counterclaim
initiated by or on behalf of such person. Such indemnification shall not be
exclusive of other indemnification rights arising under any by-law, agreement,
vote of directors or stockholders or otherwise and shall inure to the benefit of
the heirs and legal representatives of such person. Any person seeking
indemnification under this paragraph 10 shall be deemed to have met the standard
of conduct required for such indemnification unless the contrary shall be
established. Any repeal or modification of the foregoing provisions of this
paragraph 10 shall not adversely affect any right or protection of a director or
officer of this corporation with respect to any acts or omissions of such
director or officer occurring prior to such repeal or modification.

      11. The books of this corporation may (subject to any statutory
requirements) be kept outside the State of Delaware as may be designated by the
board of directors or in the by-laws of this corporation.

      12. If at any time this corporation shall have a class of stock registered
pursuant to the provisions of the Securities Exchange Act of 1934, for so long
as such class is so registered, any action by the stockholders of such class
must be taken at an annual or special meeting of stockholders and may not be
taken by written consent.

                                        2


      THE UNDERSIGNED, the sole incorporator named above, hereby certifies that
the facts stated above are true as of this 19th day of November, 1992.

                                           /s/ William George

                                           -----------------------------------
                                           William George, Incorporator

                                        3


                              CERTIFICATE OF MERGER

                                       OF

                                   LMJRW, INC.

                                      INTO

                              AMR ACQUISITION, INC.

      The undersigned corporation DOES HEREBY CERTIFY:

      FIRST: That the name and state or incorporation of each of the constituent
corporations of the merger is as follows:

      NAME                         STATE OF INCORPORATION

      AMR Acquisition, Inc.        Delaware

      LMJRW, Inc.                  Colorado

      SECOND: That an agreement of merger between the parties to the merger has
been approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of subsection (c)
of section 252 of the General Corporation Law of the State of Delaware.

      THIRD: That the name of the surviving corporation of the merger is AMR
Acquisition, INC., a Delaware corporation.

      FOURTH: That the Certificate of Incorporation of AMR Acquisition, Inc., a
Delaware corporation, shall be the certificate of incorporation of the surviving
corporation.

      FIFTH: That the executed agreement of merger is on file at the principal
place of business of the surviving corporation. The address of said principal
place of business is 3800 Pearl Street, Boulder, Colorado 80301.

                                        4


      SIXTH: That a copy of the agreement of merger will be furnished on request
and without cost to any stockholder of any constituent corporation.

      SEVENTH: That the authorized capital stock of LMJRW, Inc. is as follows:



   Class                Number of Shares                 Par Value per share
- -----------      -----------------------------      ----------------------------
                                              
 Common                    30,000                            No Par


                                               AMR ACQUISITION, INC.

                                               By:  /s/Dominic Puopolo
                                               -------------------------------
                                               President

ATTEST:

By:
    /s/ Ronald Levenson
    ----------------------------
    Assistant Secretary

                                        5



                              CERTIFICATE OF MERGER

                                       OF

                                   BCJRW, INC.

                                      INTO

                              AMR ACQUISITION, INC.

      The undersigned corporation DOES HEREBY CERTIFY:

      FIRST: That the name and state of incorporation of each of the constituent
corporations of the merger is as follows:



       NAME               STATE OF INCORPORATION
- ---------------------     ----------------------
                       
AMR Acquisition, Inc.     Delaware

BCJRW, Inc.               Colorado


      SECOND: That an agreement of merger between the parties to the merger has
been approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of subsection (o)
of section 252 of the General Corporation Law of the State of Delaware.

      THIRD: That the name of the surviving corporation of the merger is AMR
Acquisition, Inc., a Delaware corporation.

      FOURTH: That the Certificate of Incorporation of AMR Acquisition, Inc., a
Delaware corporation, shall be the certificate of incorporation of the surviving
corporation.

      FIFTH: That the executed agreement of merger is on file at the principal
place of business of the surviving corporation. The address of said principal
place of business is 3800 Pearl Street, Boulder, Colorado 80301.

                                        6


      SIXTH: That a copy of the agreement of merger will be furnished on request
and without cost to any stockholder of any constituent corporation.

      SEVENTH: That the authorized capital stock of BCJRW, Inc. is as follows:



Class     Number of Shares    Par Value per share
- ------    ----------------    -------------------
                        
Common         50,000               No Par


                                            AMR ACQUISITION, INC.

                                            By  /s/Dominic Puopolo
                                            --------------------------------
                                            President

ATTEST:

By: /s/Ronald Levenson
    ---------------------------
    Assistant Secretary

                                        7


                              CERTIFICATE OF MERGER

                                       OF

                                   CSJRW, INC.

                                      INTO

                              AMR ACQUISITION, INC.

      The undersigned corporation DOES HEREBY CERTIFY:

      FIRST: That the name and state of incorporation of each of the constituent
corporations of the merger is as follows:



       NAME                             STATE OF INCORPORATION
                                     
AMR Acquisition, Inc.                         Delaware

CSJRW, Inc.                                   Colorado


      SECOND: That an agreement of merger between the parties to the merger has
been approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of subsection (c)
of section 252 of the General Corporation Law of the State of Delaware.

      THIRD: That the name of the surviving corporation of the merger is AMR
Acquisition, Inc., a Delaware corporation.

      FOURTH: That the Certificate of Incorporation of AMR Acquisition, Inc., a
Delaware corporation, shall be the certificate of incorporation of the surviving
corporation.

      FIFTH: That the executed agreement of merger is on file at the principal
place of business of the surviving corporation. The address of said principal
place of business is 3800 Pearl Street, Boulder, Colorado 80301.

                                        8


      SIXTH: That a copy of the agreement of merger will be furnished on request
and without cost to any stockholder of any constituent corporation.

      SEVENTH: That the authorized capital stock of CSJRW, Inc. is as follows:



Class        Number of shares       Par Value per share
                              
Common          500,000                    No Par


                                                AMR ACQUISITION, INC.

                                                By /s/ Dominic Puopolo
                                                   -------------------------
                                                   President

      ATTEST:

      By /s/ Ronald Levenson
         ----------------------------
         Assistant Secretary

                                        9


                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                              AMR ACQUISITION, INC.

      AMR Acquisition, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

      FIRST: That the Board of Directors of said corporation has adopted by
written consent the following resolution:

      RESOLVED: That it is advisable and in the best interest of this
Corporation that Article 1 of the Certificate of Incorporation of this
Corporation be amended to read in its entirety as follows:

      1. The name of this corporation is A-l Ambulance Companies, Inc.

      SECOND: That the said amendment has been consented to and authorized by
the holder of a majority of the issued and outstanding stock entitled to vote by
written consent given in accordance with the provisions of Section 228 of the
General Corporation Law of the State of Delaware.

      THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Section 242 and 228 of the General Corporation Law
of the State of Delaware.

      IN WITNESS WHEREOF, said corporation has caused this Certificate to be
signed by Dominic J. Puopolo, its President, and attested by Ronald M. Levenson,
its Assistant Secretary, this 10th day of May A.D. 1993.

                                              /s/ Dominic Puopolo
                                              -----------------------------
                                              President

                                 Attested by: /s/ Ronald M. Levenson
                                              -----------------------------
                                              Assistant Secretary

                                       10


                              CERTIFICATE OF MERGER

                                       OF

                  AMERICAN MEDICAL RESPONSE OF COLORADO, INC.,

                                  WITH AND INTO

                         A-1 AMBULANCE COMPANIES, INC.,

      The undersigned corporations do hereby certify:

      FIRST: That the name and state of incorporation of each of the constituent
corporations of the merger are as follows:



         NAME                         STATE OF INCORPORATION
- -----------------------------         ----------------------
                                   
American Medical Response
     of Colorado, Inc.                      Delaware

A-1 Ambulance Companies, Inc.               Delaware


      SECOND: That an Agreement and Plan of Merger between the parties to the
merger has been approved, adopted, certified, executed and acknowledged by each
of the constituent corporations in accordance with the requirements of Section
252 of the General Corporation Law of the State of Delaware.

      THIRD: That the name of the surviving corporation of the merger is A-1
Ambulance Companies, Inc., a Delaware corporation, which shall herewith be
changed to American Medical Response of Colorado, Inc., a Delaware corporation.

      FOURTH: That the Certificate of Incorporation of A-1 Ambulance Companies,
Inc., which is surviving the Merger, shall be the Certificate of Incorporation
of the surviving corporation, except that Article 1 of the Certificate of
Incorporation shall be amended to read as follows:

      The name of the Corporation is American Medical Response of Colorado, Inc.

      FIFTH: That the executed Agreement and Plan of Merger is on file at the
principal place of business of the surviving corporation, the address of which
is 2000 S. Colorado Blvd., #9000, Denver, CO 80222.

                                       11


      SIXTH: That a copy of the Agreement and Plan of Merger will be furnished
on request and without cost, to any stockholder of any constituent corporation.

      SEVENTH: That this merger shall be effective on January 1, 1994, pursuant
to Section 103 of the General Corporation Law of the State of Delaware.

      Dated this 23rd day of December, 1993.

AMERICAN MEDICAL RESPONSE OF                A-1 AMBULANCE COMPANIES, INC.
                                            COLORADO, INC.

By : /s/ X                                  By: /s/ X
     -------------------------                  --------------------------
Its: President                              Its: President

ATTEST:                                     ATTEST:

By : /s/ X                                  By: /s/ X
     -------------------------                  --------------------------
Its: Secretary                              Its: Secretary

                                       12


                    CERTIFICATE OF CHANGE OF REGISTERED AGENT

                                       AND

                                REGISTERED OFFICE

                                   * * * * * *

      American Medical Response of Colorado, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

      The present registered agent of the corporation is Corporation Service
Company and the present registered office of the corporation is in the county of
New Castle.

      The Board of Directors of American Medical Response of Colorado, Inc.,
adopted the following resolution on the 1st day of September, 1996.

      Resolved, that the registered office of American Medical Response of
Colorado, Inc., in the state of Delaware be and it hereby is changed to
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle, and the authorization of the present registered agent of this
corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST
COMPANY, shall be and is hereby constituted and appointed the registered agent
of this corporation at the address of its registered office.

      IN WITNESS WHEREOF, American Medical Response of Colorado, Inc., has
caused this statement to be signed by William George, its Vice President this
1st day of September, 1996.

                                                 By /s/ William George
                                                    ------------------------
                                                    William George
                                                    Vice President

                                       13


                              CERTIFICATE OF MERGER

                                       of
                                   AMRSC, INC.

                                      into

                   AMERICAN MEDICAL RESPONSE OF COLORADO, INC.

                UNDER SECTION 251 of THE GENERAL CORPORATION LAW
                            OF THE STATE OP DELAWARE

      Pursuant to Section 251 of the General Corporation Law of the State of
Delaware, American Medical Response of Colorado, Inc., a Delaware corporation
(the "Company"), hereby certifies to the following information relating to the
transaction whereby AMRSC, Inc., a Delaware corporation (the "Acquisition
Company"), will merge with and into the Company (the "Merger").

      1. The names and states of incorporation of the Company and the
Acquisition Company, which are the constituent corporations in the Merger (the
"Constituent Corporations"), are:



                  Name                                  State
- -------------------------------------------          -----------
                                                  
American Medical Response of Colorado, Inc.           Delaware

AMRSC, Inc,                                           Delaware


      2. An agreement of merger dated as of December 30, 1996 between the
Company and the Acquisition Company (the "Merger Agreement"), setting forth the
terms and conditions of the Merger, has been approved, adopted, certified,
executed and acknowledged by each of the Constituent Corporations in accordance
with the provisions of Section 251 of the General Corporation Law of the State
of Delaware.

      3. The name of the Surviving Corporation is: "American Medical Response of
Colorado, Inc."

                                       14


      4. The Certificate of Incorporation, as amended, of the Company, as the
surviving corporation, shall be the Certificate of Incorporation of the
Surviving Corporation.

      5. An executed Merger Agreement is on file at the principal place of
business of the Surviving Corporation, which is located at 2821 South Parker
Road, 10th Floor, Aurora, Colorado 80014.

      6. A copy of the Merger Agreement will be furnished by the Surviving
Corporation, on request and without cost, to any stockholder of either of the
Constituent Corporations.

      IN WITNESS WHEREOF, this Certificate of Merger has been executed as of
this 30th day of December, 1996.

                                              AMERICAN MEDICAL RESPONSE OF
                                                     COLORADO, INC.

                                              By /s/ William George
                                                 ---------------------------
                                                 Name: William George
                                                 Title: Vice President

Attest:

By: /s/ William George
    ---------------------------------
    Name: William George
    Title: Assistant Secretary

                                       15

EX-3.29

                                                                    Exhibit 3.29

                                     BY-LAWS

                                       OF

                               THE SUBSIDIARIES OF

                         AMERICAN MEDICAL RESPONSE, INC.

                  Section 1. LAW, CERTIFICATE OF INCORPORATION
                                   AND BY-LAWS

     1.1. These by-laws are subject to the certificate of incorporation of the
corporation. In these by-laws, references to law, the certificate of
incorporation and by-laws mean the law, the provisions of the certificate of
incorporation and the by-laws as from time to time in effect.

                             Section 2. STOCKHOLDERS

     2.1. Annual Meeting. The annual meeting of stockholders shall be held at
10:00 am on the second Tuesday in May in each year, unless that day be a legal
holiday at the place where the meeting is to be held, in which case the meeting
shall be held at the same hour on the next succeeding day not a legal holiday,
or at such other date and time as shall be designated from time to time by the
board of directors and stated in the notice of the meeting, at which they shall
elect a board of directors and transact such other business as may be required
by law or these by-laws or as may properly come before the meeting.

     2.2. Special Meetings. A special meeting of the stockholders may be called
at any time by the chairman of the board, if any, the president or the board of
directors. A special meeting of the stockholders shall be called by the
secretary, or in the case of the death, absence, incapacity or refusal of the
secretary, by an assistant secretary or some other officer, upon application of
a majority of the directors. Any such application shall state the purpose or
purposes of the proposed meeting. Any such call shall state the place, date,
hour, and purposes of the meeting.

     2.3. Place of Meeting. All meetings of the stockholders for the election of
directors or for any other purpose shall be held at such place within or without
the state of incorporation as may be determined from time to time by the
chairman of the board, if any, the president or the board of directors. Any
adjourned session of any meeting of the stockholders shall be held at the place
designated in the vote of adjournment.

     2.4. Notice of Meetings. Except as otherwise provided by law, a written
notice of each meeting of stockholders stating the place, day and hour thereof
and, in the case of a special meeting, the purposes for which the meeting is
called, shall be given not less then ten nor more than sixty days before the
meeting, to each stockholder entitled to vote thereat, and to each stockholder
who, by law, by the certificate of incorporation or by these by-laws, is
entitled to notice, by leaving such notice with him or at his residence or usual
place of business, or by depositing it in the United States mail, postage
prepaid, and addressed to such stockholder at his address as it appears in the
records of the corporation. Such



notice shall be given by the secretary, or by an officer or person designated by
the board of directors, or in the case of a special meeting by the officer
calling the meeting. As to any adjourned session of any meeting of stockholders,
notice of the adjourned meeting need not be given if the time and place thereof
are announced at the meeting at which the adjournment was taken except that if
the adjournment is for more than thirty days or if after the adjournment a new
record date is set for the adjourned session, notice of any such adjourned
session of the meeting shall be given in the manner heretofore described. No
notice of any meeting of stockholders or any adjourned session thereof need be
given to a stockholder if a written waiver of notice, executed before or after
the meeting or such adjourned session by such stockholder, is filed with the
records of the meeting or if the stockholder attends such meeting without
objecting at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any meeting of the stockholders or any
adjourned session thereof need be specified in any written waiver of notice.

     2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as
to any matter shall consist of a majority of the votes entitled to be cast on
the matter, except where a larger quorum is required by law, by the certificate
of incorporation or by these by-laws. Any meeting may be adjourned from time to
time by a majority of the votes properly cast upon the question, whether or not
a quorum is present. If a quorum is present at an original meeting, a quorum
need not be present at an adjourned session of that meeting. Shares of its own
stock belonging to the corporation or to another corporation, if a majority of
the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the corporation, shall neither
be entitled to vote nor be counted for quorum purposes; provided, however, that
the foregoing shall not limit the right of any corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

     2.6. Action by Vote. When a quorum is present at any meeting, a plurality
of the votes properly cast for election to any office shall elect to such office
and a majority of the votes properly cast upon any question other than an
election to an office shall decide the question, except when a larger vote is
required by law, by the certificate of incorporation or by these by-laws. No
ballot shall be required for any election unless requested by a stockholder
present or represented at the meeting and entitled to vote in the election.

     2.7. Action without Meetings. Unless otherwise provided in the certificate
of incorporation, any action required or permitted to be taken by stockholders
for or in connection with any corporate action may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the corporation by
delivery to its registered office in the state of incorporation by hand or
certified or registered mail, return receipt requested, to its principal place
of business or to an officer or agent of the corporation having custody of the
book in which proceedings of meetings of stockholders are recorded. No written
consent shall be effective to take the corporate action referred to therein
unless written consents signed by a number of stockholders sufficient to take
such action are delivered to the corporation in the manner specified in this
paragraph within sixty days of the earliest dated consent so delivered.

     If action is taken by consent of stockholders and in accordance with the
foregoing, there shall be filed with the records of the meetings of stockholders
the writing or writings comprising such consent.


                                      -2-



     If action is taken by less than unanimous consent of stockholders, prompt
notice of the taking of such action without a meeting shall be given to those
who have not consented in writing and a certificate signed and attested to by
the secretary that such notice was given shall be filed with the records of the
meetings of stockholders.

     In the event that the action which is consented to is such as would have
required the filing of a certificate under any provision of the General
Corporation Law of the State of Delaware, if such action had been voted upon by
the stockholders at a meeting thereof, the certificate filed under such
provision shall state, in lieu of any statement required by such provision
concerning a vote of stockholders, that written consent has been given under
Section 228 of said General Corporation Law and that written notice has been
given as provided in such Section 228.

     2.8. Proxy Representation. Every stockholder may authorize another person
or persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether by waiving notice of any meeting, objecting to
or voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by his
attorney-in-fact. No proxy shall be voted or acted upon after three years from
its date unless such proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and, if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally. The authorization of a proxy may but need
not be limited to specified action, provided, however, that if a proxy limits
its authorization to a meeting or meetings of stockholders, unless otherwise
specifically provided such proxy shall entitle the holder thereof to vote at any
adjourned session but shall not be valid after the final adjournment thereof.

     2.9. Inspectors. The directors or the person presiding at the meeting may,
and shall if required by applicable law, appoint one or more inspectors of
election and any substitute inspectors to act at the meeting or any adjournment
thereof. Each inspector, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting, the inspectors shall make a report in
writing of any challenge, question or matter determined by them and execute a
certificate of any fact found by them.

     2.10. List of Stockholders. The secretary shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at such meeting, arranged in alphabetical order
and showing the address of each stockholder and the number of shares registered
in his name. The stock ledger shall be the only evidence as to who are
stockholders entitled to examine such list or to vote in person or by proxy at
such meeting.


                                      -3-



                          Section 3. BOARD OF DIRECTORS

     3.1. Number. The corporation shall have one or more directors, the number
shall be consistent with applicable law and shall be determined from time to
time by vote of a majority of the directors then in office. No director need be
a stockholder.

     3.2. Tenure. Each director shall hold office until the next annual meeting
and until his successor is elected and qualified, or until he sooner dies,
resigns, is removed or becomes disqualified.

     3.3. Powers. The business and affairs of the corporation shall be managed
by or under the direction of the board of directors who shall have and may
exercise all the powers of the corporation and do all such lawful acts and
things as are not by law, the certificate of incorporation or these by-laws
directed or required to be exercised or done by the stockholders.

     3.4. Vacancies. Vacancies and any newly created directorships resulting
from any increase in the number of directors may be filled by vote of the
holders of the particular class or series of stock entitled to elect such
director at a meeting called for the purpose, or by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director, in
each case elected by the particular class or series of stock entitled to elect
such directors. When one or more directors shall resign from the board,
effective at a future date, a majority of the directors then in office,
including those who have resigned, who were elected by the particular class or
series of stock entitled to elect such resigning director or directors shall
have power to fill such vacancy or vacancies, the vote or action by writing
thereon to take effect when such resignation or resignations shall become
effective. The directors shall have and may exercise all their powers
notwithstanding the existence of one or more vacancies in their number, subject
to any requirements of law or of the certificate of incorporation or of these
by-laws as to the number of directors required for a quorum or for any vote or
other actions.

     3.5. Committees. The board of directors may, by vote of a majority of the
whole board, (a) designate, change the membership of or terminate the existence
of any committee or committees, each committee to consist of one or more of the
directors; (b) designate one or more directors as alternate members of any such
committee who may replace any absent or disqualified member at any meeting of
the committee; and (c) determine the extent to which each such committee shall
have and may exercise the powers of the board of directors in the management of
the business and affairs of the corporation, including the power to authorize
the seal of the corporation to be affixed to all papers which require it and the
power and authority to declare dividends or to authorize the issuance of stock;
excepting, however, such powers which by law, by the certificate of
incorporation or by these by-laws they are prohibited from so delegating. In the
absence or disqualification of any member of such committee and his alternate,
if any, the member or members thereof present at any meeting and not
disqualified from voting, whether or not constituting a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in the
place of any such absent or disqualified member. Except as the board of
directors may otherwise determine, any committee may make rules for the conduct
of its business, but unless otherwise provided by the board or such rules, its
business shall be conducted as nearly as may be in the same manner as is
provided by these by-laws for the conduct of business by the board of directors.
Each committee shall keep regular minutes of its meetings and report the same to
the board of directors upon request.

     3.6. Regular Meetings. Regular meetings of the board of directors may be
held without call or notice at such places within or without the State of
Delaware and at such times as the board may from


                                      -4-



time to time determine, provided that notice of the first regular meeting
following any such determination shall be given to absent directors. A regular
meeting of the directors may be held without call or notice immediately after
and at the same place as the annual meeting of stockholders.

     3.7. Special Meetings. Special meetings of the board of directors may be
held at any time and at any place within or without the state of incorporation
designated in the notice of the meeting, when called by the chairman of the
board, if any, the president, or by one-third or more in number of the
directors, reasonable notice thereof being given to each director by the
secretary or by the chairman of the board, if any, the president or any one of
the directors calling the meeting.

     3.8. Notice. It shall be reasonable and sufficient notice to a director to
send notice by mail or overnight courier at least forty-eight hours or by
telegram at least twenty-four hours before the meeting addressed to him at his
usual or last known business or residence address or to give notice to him in
person or by telephone at least twenty-four hours before the meeting. Notice of
a meeting need not be given to any director if a written waiver of notice,
executed by him before or after the meeting, is filed with the records of the
meeting, or to any director who attends the meeting without protesting prior
thereto or at its commencement the lack of notice to him. Neither notice of a
meeting nor a waiver of a notice need specify the purposes of the meeting.

     3.9. Quorum. Except as may be otherwise provided by law, by the certificate
of incorporation or by these by-laws, at any meeting of the directors a majority
of the directors then in office shall constitute a quorum; a quorum shall not in
any case be less than one-third of the total number of directors constituting
the whole board. Any meeting may be adjourned from time to time by a majority of
the votes cast upon the question, whether or not a quorum is present, and the
meeting may be held as adjourned without further notice.

     3.10. Action by Vote. Except as may be otherwise provided by law, by the
certificate of incorporation or by these by-laws, when a quorum is present at
any meeting the vote of a majority of the directors present shall be the act of
the board of directors.

     3.11. Action Without a Meeting. Any action required or permitted to be
taken at any meeting of the board of directors or a committee thereof may be
taken without a meeting if all the members of the board or of such committee, as
the case may be, consent thereto in writing, and such writing or writings are
filed with the records of the meetings of the board or of such committee. Such
consent shall be treated for all purposes as the act of the board or of such
committee, as the case may be.

     3.12. Participation in Meetings by Conference Telephone. Members of the
board of directors, or any committee designated by such board, may participate
in a meeting of such board or committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other or by any other means permitted by law. Such
participation shall constitute presence in person at such meeting.

     3.13. Compensation. In the discretion of the board of directors, each
director may be paid such fees for his services as director and be reimbursed
for his reasonable expenses incurred in the performance of his duties as
director as the board of directors from time to time may determine. Nothing
contained in this section shall be construed to preclude any director from
serving the corporation in any other capacity and receiving reasonable
compensation therefor.

     3.14. Interested Directors and Officers.


                                      -5-



     (a) No contract or transaction between the corporation and one or more of
its directors or officers, or between the corporation and any other corporation,
partnership, association, or other organization in which one or more of the
corporation's directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the board or committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purpose, if:

          (1) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the board of directors
or the committee, and the board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or

          (2) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or

          (3) The contract or transaction is fair as to the corporation as of
the time it is authorized, approved or ratified, by the board of directors, a
committee thereof, or the stockholders.

     (b) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or of a committee
which authorizes the contract or transaction.

                         Section 4. OFFICERS AND AGENTS

     4.1. Enumeration; Qualification. The officers of the corporation shall be a
president, a treasurer, a secretary and such other officers, if any, as the
board of directors from time to time may in its discretion elect or appoint
including without limitation a chairman of the board, one or more vice
presidents and a controller. The corporation may also have such agents, if any,
as the board of directors from time to time may in its discretion choose. Any
officer may be but none need be a director or stockholder. Any two or more
offices may be held by the same person. Any officer may be required by the board
of directors to secure the faithful performance of his duties to the corporation
by giving bond in such amount and with sureties or otherwise as the board of
directors may determine.

     4.2. Powers. Subject to law, to the certificate of incorporation and to the
other provisions of these by-laws, each officer shall have, in addition to the
duties and powers herein set forth, such duties and powers as are commonly
incident to his office and such additional duties and powers as the board of
directors may from time to time designate.

     4.3. Election. The officers may be elected by the board of directors at
their first meeting following the annual meeting of the stockholders or at any
other time. At any time or from time to time the directors may delegate to any
officer their power to elect or appoint any other officer or any agents.

     4.4. Tenure. Each officer shall hold office until his respective successor
is chosen and qualified unless a shorter period shall have been specified by the
terms of his election or appointment, or in each case until he sooner dies,
resigns, is removed or becomes disqualified. Each agent shall retain his
authority at the pleasure of the directors, or the officer by whom he was
appointed or by the officer who then holds agent appointive power.


                                      -6-



     4.5. Chairman of the Board of Directors, President and Vice President. The
chairman of the board, if any, shall have such duties and powers as shall be
designated from time to time by the board of directors. Unless the board of
directors otherwise specifies, the chairman of the board, or if there is none
the chief executive officer, shall preside, or designate the person who shall
preside, at all meetings of the stockholders and of the board of directors.

     Unless the board of directors otherwise specifies, the president shall be
the chief executive officer and shall have direct charge of all business
operations of the corporation and, subject to the control of the directors,
shall have general charge and supervision of the business of the corporation.

     Any vice presidents shall have such duties and powers as shall be set forth
in these by-laws or as shall be designated from time to time by the board of
directors or by the president.

     4.6. Treasurer and Assistant Treasurers. Unless the board of directors
otherwise specifies, the treasurer shall be in charge of the corporation's funds
and valuable papers, and shall have such other duties and powers as may be
designated from time to time by the board of directors or by the president. If
no controller is elected, the treasurer shall, unless the board of directors
otherwise specifies, also have the duties and powers of the controller. Any
assistant treasurers shall have such duties and powers as shall be designated
from time to time by the board of directors, the president or the treasurer.

     4.7. Controller and Assistant Controllers. If a controller is elected, he
shall, unless the board of directors otherwise specifies, be in charge of its
books of account and accounting records, and of its accounting procedures. He
shall have such other duties and powers as may be designated from time to time
by the board of directors, the president or the treasurer. Any assistant
controller shall have such duties and powers as shall be designated from time to
time by the board of directors, the president, the treasurer or the controller.

     4.8. Secretary and Assistant Secretaries. The secretary shall record all
proceedings of the stockholders, of the board of directors and of committees of
the board of directors in a book or series of books to be kept therefor and
shall file therein all actions by written consent of stockholders or directors.
In the absence of the secretary from any meeting, an assistant secretary, or if
there be none or he is absent, a temporary secretary chosen at the meeting,
shall record the proceedings thereof. Unless a transfer agent has been appointed
the secretary shall keep or cause to be kept the stock and transfer records of
the corporation, which shall contain the names and record addresses of all
stockholders and the number of shares registered in the name of each
stockholder. He shall have such other duties and powers as may from time to time
be designated by the board of directors or the president. Any assistant
secretaries shall have such duties and powers as shall be designated from time
to time by the board of directors, the president or the secretary.


                                      -7-



                      Section 5. RESIGNATIONS AND REMOVALS

     5.1. Any director or officer may resign at any time by delivering his
resignation in writing to the chairman of the board, if any, the president, or
the secretary or to a meeting of the board of directors. Such resignation shall
be effective upon receipt unless specified to be effective at some other time,
and without in either case the necessity of its being accepted unless the
resignation shall so state. A director (including persons elected by
stockholders or directors to fill vacancies in the board) may be removed from
office with or without cause by the vote of the holders of a majority of the
issued and outstanding shares of the particular class or series entitled to vote
in the election of such director. The board of directors may at any time remove
any officer either with or without cause. The board of directors may at any time
terminate or modify the authority of any agent.

                              Section 6. VACANCIES

     6.1. If the office of the president or the treasurer or the secretary
becomes vacant, the directors may elect a successor by vote of a majority of the
directors then in office. If the office of any other officer becomes vacant, any
person or body empowered to elect or appoint that officer may choose a
successor. Each such successor shall hold office for the unexpired term, and in
the case of the president, the treasurer and the secretary until his successor
is chosen and qualified or in each case until he sooner dies, resigns, is
removed or becomes disqualified. Any vacancy of a directorship shall be filled
as specified in Section 3.4 of these by-laws.

                            Section 7. CAPITAL STOCK

     7.1. Stock Certificates. Each stockholder shall be entitled to a
certificate stating the number and the class and the designation of the series,
if any, of the shares held by him, in such form as shall, in conformity to law,
the certificate of incorporation and the by-laws, be prescribed from time to
time by the board of directors. Such certificate shall be signed by the chairman
or vice chairman of the board, or the president or a vice president and by the
treasurer or an assistant treasurer or by the secretary or an assistant
secretary. Any of or all the signatures on the certificate may be a facsimile.
In case an officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed on such certificate shall have ceased to be
such officer, transfer agent, or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such
officer, transfer agent, or registrar at the time of its issue.

     7.2. Loss of Certificates. In the case of the alleged theft, loss,
destruction or mutilation of a certificate of stock, a duplicate certificate may
be issued in place thereof, upon such terms, including receipt of a bond
sufficient to indemnify the corporation against any claim on account thereof, as
the board of directors may prescribe.

                     Section 8. TRANSFER OF SHARES OF STOCK

     8.1. Transfer on Books. Subject to the restrictions, if any, stated or
noted on the stock certificate, shares of stock may be transferred on the books
of the corporation by the surrender to the corporation or its transfer agent of
the certificate therefor properly endorsed or accompanied by a written
assignment and power of attorney properly executed, with necessary transfer
stamps affixed, and with such proof of the authenticity of signature as the
board of directors or the transfer agent of the corporation may reasonably
require. Except as may be otherwise required by law, by the certificate of


                                      -8-



incorporation or by these by-laws, the corporation shall be entitled to treat
the record holder of stock as shown on its books as the owner of such stock for
all purposes, including the payment of dividends and the right to receive notice
and to vote or to give any consent with respect thereto and to be held liable
for such calls and assessments, if any, as may lawfully be made thereon,
regardless of any transfer, pledge or other disposition of such stock until the
shares have been properly transferred on the books of the corporation.

     It shall be the duty of each stockholder to notify the corporation of his
post office address.

     8.2. Record Date. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the board of directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the board of directors, and which record date shall
not be more than sixty nor less than ten days before the date of such meeting.
If no such record date is fixed by the board of directors, the record date for
determining the stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the board of directors may fix a new record date for the adjourned meeting.

     In order that the corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the board of directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the board of directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the board of directors. If no
such record date has been fixed by the board of directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the board of directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation by delivery to its registered office in the state of incorporation
hand or certified or registered mail, return receipt requested, to its principal
place of business or to an officer or agent of the corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. If no
record date has been fixed by the board of directors and prior action by the
board of directors is required by applicable law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
board of directors adopts the resolution taking such prior action.

     In order that the corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or to exercise any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the board of directors may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be not
more than sixty days prior to such payment, exercise or other action. If no such
record date is fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.

                            Section 9. CORPORATE SEAL


                                      -9-



     9.1. Subject to alteration by the directors, the seal of the corporation
shall consist of a flat-faced circular die with the word "Delaware" and the name
of the corporation cut or engraved thereon, together with such other words,
dates or images as may be approved from time to time by the directors.

                         Section 10. EXECUTION OF PAPERS

     10.1. Except as the board of directors may generally or in particular cases
authorize the execution thereof in some other manner, all deeds, leases,
transfers, contracts, bonds, notes, checks, drafts or other obligations made,
accepted or endorsed by the corporation shall be signed by the chairman of the
board, if any, the president, a vice president or the treasurer.

                             Section 11. FISCAL YEAR

     11.1. The fiscal year of the corporation shall end on the 31st of December.

                             Section 12. AMENDMENTS

     12.1. These by-laws may be adopted, amended or repealed by vote of a
majority of the directors then in office or by vote of a majority of the stock
outstanding and entitled to vote. Any by-law, whether adopted, amended or
repealed by the stockholders or directors, may be amended or reinstated by the
stockholders or the directors.


                                      -10-

EX-3.30

                                                                    Exhibit 3.30

                    CHANGE OF ADDRESS FOR DOMESTIC & FOREIGN
             STOCK & NON-STOCK CORP, LLC, LP, LLP & STATUTORY TRUST

                      Office of the Secretary of the State
  30 Trinity Street / P.O. Box 150470 / Hartford, CT 06115-0470 / Rev. 12/1999

1.   COMPLETE BUSINESS NAME AS IT APPEARS IN THE RECORDS OF THE SECRETARY OF THE
     STATE OFFICE:

     American Medical Response of Connecticut, Incorporated

2.   PRINCIPAL OFFICE ADDRESS OF BUSINESS: (P.O. box is unacceptable - complete
     address required)

     2821 S. Parker Road
     10th Floor
     Aurora, Colorado 80014

3.   MAILING ADDRESS OF BUSINESS: (P.O. box is acceptable - complete address
     required)

     2821 S. Parker Road
     10th Floor
     Aurora, Colorado 80014

                                  4. EXECUTION:

                      Date this 26th day of October, 2001.

Lori A.E. Evans                   Vice President/
                                  Asst. Secretary         /s/ Lori Evans
                                                          ----------------------
Print or type name of signatory   Capacity of signatory   Signature



                           CHANGE OF REGISTERED AGENT
                    DOMESTIC STOCK OR NON-STOCK CORPORATIONS
                      Office of the Secretary of the State
   30 Trinity Street / P.O. Box 15047 / Hartford, CT 06115-0470 / Rev. 12/1999

                       Please see reverse for instruction

1.   NAME OF CORPORATION

     American Medical Response of Connecticut, Incorporated

2.   APPOINTMENT OF NEW REGISTERED AGENT: (Please select only one A. or B.)

     Print or type name of new agent:   Business Address:
                                        (P.O. Box is unacceptable)

     A.   Individual's Name

                                        Residence address:
                                        (P.O. Box is unacceptable)

     B.   Business Entry: Address:      (P.O. Box is unacceptable)

          CT Corporation System         One Commercial Plaza, Hartford,
                                        Connecticut
                                        06103

                            Acceptance of appointment
                              CT Corporation System


By: /s/ x                               Gary Scappini
    ---------------------------------
Signature of agent                      Special Asst. Sec.

                                  4. EXECUTION:

                       Date this 4th day of January, 2001.

Gino L. Porazzo                   Vice President
                                  Asst. Secretary         /s/ Gino Porazzo
                                                          ----------------------
Print or type name of signatory   Capacity of signatory   Signature


                                        2



                              CERTIFICATE OF MERGER

                                       OF

                  PROFESSIONAL WHEELCHAIR TRANSPORTATION, INC.

                                       AND

             AMERICAN MEDICAL RESPONSE OF CONNECTICUT, INCORPORATED

To the Secretary of the State
State of Connecticut

     Pursuant to the provisions of the Connecticut Business Corporation Act, the
domestic business corporations herein named do hereby adopt the following
Certificate of Merger.

     1. Annexed hereto and made a part hereof is the Plan of Merger for merging
Wheelchair Transportation, Inc. (the "Merging Company") with and into American
Medical Response of Connecticut, Incorporated, as approved by resolution adopted
by the Sole Director of the Merging Company on January 23, 1998, and by
resolution adopted by the Sole Director of American Medical Response of
Connecticut, Incorporated on January 23, 1998.

     2. In respect of the Merging Company, the designation, the number of
outstanding shares, and the number of votes entitled to be cast by the sole
shareholder of each Merging Company on the Plan of Merger herein provided for,
are as follows:

     Laidlaw Medical Transportation, Inc., as the sole shareholder of the
     Merging Company, was entitled to vote all 150 issued and outstanding shares
     of common stock of the Merging Company on the Plan of Merger.

     3. In respect of the Merging Company, the total number of undisputed votes
cast for the Plan of Merger herein provided by the sole shareholder of the
Merging Company is as follows:

     Laidlaw Medical Transportation, Inc., as the sole shareholder of the
     Merging Company, voted all 150 issued and outstanding shares of common
     stock of the Merging Company in favor of the Plan of Merger.

     4. The said number of votes cast for the Plan of Merger was sufficient for
the approval thereof by each voting group.

     5. In respect of American Medical Response of Connecticut, Incorporated, no
shareholder vote was required, given that the Plan of Merger will not effect any
change in or amendment to the certificate of incorporation of such corporation
and given that Section 33-817(j) of the Connecticut Business Corporation Act
provides that the shareholders of the surviving corporation in a merger need not
vote on a merger if no such amendment is made.


                                        3



     6. Having been approved by the sole Director of American Medical Response
of Connecticut, Incorporated, the surviving corporation, no further approval was
necessary.

     7. The effective time and date of the merger herein provided for shall be
10:00 a.m. on January 31, 1998.

Executed on January 23, 1998.

PROFESSIONAL WHEELCHAIR TRANSPORTATION, INC.


By: /s/ Joshua Gaines
    ----------------------------------------
Joshua T. Gaines
Vice President


AMERICAN MEDICAL RESPONSE OF CONNECTICUT,
INCORPORATED


By: /s/ Joshua Gaines
    ----------------------------------------
Joshua T. Gaines
Vice President


                                        4



     PLAN OF MERGER adopted by Professional Wheelchair Transportation, Inc., a
Connecticut business corporation, by resolution of the sole Director on January
23, 1998, and adopted on January 23, 1998 by American Medical Response of
Connecticut, Incorporated, a business corporation organized under the laws of
the State of Connecticut, by resolution of its sole Director on January 23,
1998. The names of the corporations planning to merge are Professional
Wheelchair Transportation, Inc., a business corporation organized under the laws
of the State of Connecticut (the "Merging Company"), and American Medical
Response of Connecticut, Incorporated, a business corporation organized under
the laws of the State of Connecticut. The name of the surviving corporation into
which the Merging Company plans to merge is American Medical Response of
Connecticut, Incorporated.

     1. Merging Company and American Medical Response of Connecticut,
Incorporated shall, pursuant to the provisions of the Connecticut Business
Corporation Act, be merged with and into a single corporation, to wit, American
Medical Response of Connecticut, Incorporated, which shall be the surviving
corporation at the effective time and date of the merger and which is sometimes
hereinafter referred to as the "surviving corporation", and which shall continue
to exist as said surviving corporation under its present name pursuant to the
provisions of the Connecticut Business Corporation Act. The separate existence
of the Merging Company, which is each sometimes hereinafter referred to as a
"non-surviving corporation", shall cease at the effective time and date of-the
merger in accordance with the provisions of the Connecticut Business Corporation
Act.

     2. The Certificate of Incorporation of the surviving corporation at the
effective time and date of the merger shall be the Certificate of Incorporation
of said surviving corporation and said Certificate of Incorporation shall
continue in full force and effect until amended and changed in the manner
prescribed by the provisions of the Connecticut Business Corporation Act.

     3. The present bylaws of the surviving corporation will be the bylaws of
said surviving corporation and will continue in full force and effect until
changed, altered, or amended as therein provided and in the manner prescribed by
the provisions of the Connecticut Business Corporation Act.

     4. The directors and officers in office of the surviving corporation at the
effective time and date of the merger shall be the members of the first Board of
Directors and the first officers of the surviving corporation, all of whom shall
hold their respective offices until their successors are elected and qualified
or until their tenure is otherwise terminated in accordance with the bylaws of
the surviving corporation.

     5. Each issued share of each non-surviving corporation immediately prior to
the effective time and date of the merger shall, at the effective time and date
of the merger be canceled and no payment shall be made in respect thereof. The
issued shares of the surviving corporation shall not be converted or exchanged
in any manner, but each said share which is issued as of the effective date of
the merger shall continue to represent one issued share of the surviving
corporation.


                                        5



     6. The Plan of Merger herein made and approved shall be submitted to the
shareholders of each non-surviving corporation for their approval or rejection
in the manner prescribed by the provisions of the Connecticut Business
Corporation Act.

     7. In the event that the Plan of Merger shall have been approved by the
shareholders entitled to vote of the non-surviving corporation in the manner
prescribed by the provisions of the Connecticut Business Corporation Act, the
non-surviving corporation and the surviving corporation hereby stipulate that
they will cause to be executed and filed and/or recorded any document or
documents prescribed by the laws of the State of Connecticut, and that they will
cause to be performed all necessary acts therein and elsewhere to effectuate the
merger.

     8. The Board of Directors and the proper officers of each non-surviving
corporation and the Board of Directors and the proper officers of the surviving
corporation, respectively, are hereby authorized, empowered, and directed to do
any and all acts and things, and to make, execute, deliver, file and/or record
any and all instruments, papers, and documents which shall be or become
necessary, proper, or convenient to carry out or put into effect any of the
provisions of this Plan of Merger or of the merger herein provided for.


                                        6



                              CERTIFICATE OF MERGER

                                       OF

                          MEDTRANS - CONNECTICUT, INC.

                                       AND

             AMERICAN MEDICAL RESPONSE OF CONNECTICUT, INCORPORATED

To the Secretary of the State
State of Connecticut

     Pursuant to the provisions of the Connecticut Business Corporation Act, the
domestic business corporations herein named do hereby adopt the following
Certificate of Merger.

     1. Annexed hereto and made a part hereof is the Plan of Merger for merging
Medtrans - Connecticut, Inc. (the "Merging Company") with and into American
Medical Response of Connecticut, Incorporated, as approved by resolution adopted
by the Sole Director and Sole Shareholder of the Merging Company on November 25,
1997, and by resolution adopted by the Sole Director of American Medical
Response of Connecticut, Incorporated on November 25, 1997.

     2. In respect of the Merging Company, the designation, the number of
outstanding shares, and the number of votes entitled to be cast by the sole
shareholder of the Merging Company entitled to be cast on the Plan of Merger
herein provided for, are as follows:

     Laidlaw Medical Transportation, Inc., as the sole shareholder of Medtrans -
     Connecticut, Inc., was entitled to vote all 100 issued and outstanding
     shares of common stock of Medtrans - Connecticut, Inc. on the Plan of
     Merger.

     3. In respect of the Merging Company, the total number of undisputed votes
cast for the Plan of Merger herein provided by the sole shareholder of each
Merging Company on the Plan of Merger is as follows:

     Laidlaw Medical Transportation, Inc., as the sole shareholder of Medtrans -
     Connecticut, Inc., voted all 100 issued and outstanding shares of common
     stock of Medtrans - Connecticut, Inc. in favor of the Plan of Merger.

     4. The said number of votes cast for the Plan of Merger was sufficient for
the approval thereof by each voting group.

     5. In respect of American Medical Response of Connecticut, Incorporated, no
shareholder vote was required, given that the Plan of Merger will not effect any
change in or amendment to the certificate of incorporation of such corporation
and given that Section 33-817(j) of the Connecticut Business Corporation Act
provides that the shareholders of the surviving corporation in a merger need not
vote on a merger if no such amendment is made.


                                        7



     6. Having been approved by the sole Director of American Medical Response
of Connecticut, Incorporated, the surviving corporation, no further approval was
necessary.

     7. The effective time and date of the merger herein provided for shall be
upon filing.

Executed on November 25, 1997.

MEDTRANS - CONNECTICUT, INC.


By: /s/ Joshua Gaines
    ---------------------------------------
Joshua T. Gaines
Vice President


AMERICAN MEDICAL RESPONSE OF CONNECTICUT,
INCORPORATED


By: /s/ Joshua Gaines
    ----------------------------------------
Joshua T. Gaines
Vice President


                                        8



     PLAN OF MERGER adopted by Medtrans - Connecticut, Inc., a Connecticut
business corporation, by resolution of the sole Director on November 25, 1997,
and adopted by American Medical Response of Connecticut, Incorporated, a
business corporation organized under the laws of the State of Connecticut, by
resolution of its sole Director on November 25, 1997. The name of the
corporation planning to merge is Medtrans - Connecticut, Inc., a Connecticut
business corporation (the "Merging Company"), and American Medical Response of
Connecticut, Incorporated, a business corporation organized under the laws of
the State of Connecticut. The name of the surviving corporation into which the
Merging Company plans to merge is American Medical Response of Connecticut,
Incorporated.

     1. Merging Company and American Medical Response of Connecticut,
Incorporated shall, pursuant to the provisions of the Connecticut Business
Corporation Act, be merged with and into a single corporation, to wit, American
Medical Response of Connecticut, Incorporated, which shall be the surviving
corporation at the effective time and date of the merger and which is sometimes
hereinafter referred to as the "surviving corporation", and which shall continue
to exist as said surviving corporation under its present name pursuant to the
provisions of the Connecticut Business Corporation Act. The separate existence
of each of the Merging Company, which is each sometimes hereinafter referred to
as a "non-surviving corporation", shall cease at the effective time and date
of-the merger in accordance with the provisions of the Connecticut Business
Corporation Act.

     2. The Certificate of Incorporation of the surviving corporation at the
effective time and date of the merger shall be the Certificate of Incorporation
of said surviving corporation and said Certificate of Incorporation shall
continue in full force and effect until amended and changed in the manner
prescribed by the provisions of the Connecticut Business Corporation Act.

     3. The present bylaws of the surviving corporation will be the bylaws of
said surviving corporation and will continue in full force and effect until
changed, altered, or amended as therein provided and in the manner prescribed by
the provisions of the Connecticut Business Corporation Act.

     4. The directors and officers in office of the surviving corporation at the
effective time and date of the merger shall be the members of the first Board of
Directors and the first officers of the surviving corporation, all of whom shall
hold their respective offices until their successors are elected and qualified
or until their tenure is otherwise terminated in accordance with the bylaws of
the surviving corporation.

     5. Each issued share of each non-surviving corporation immediately prior to
the effective time and date of the merger shall, at the effective time and date
of the merger be canceled and no payment shall be made in respect thereof. The
issued shares of the surviving corporation shall not be converted or exchanged
in any manner, but each said share which is issued as of the effective date of
the merger shall continue to represent one issued share of the surviving
corporation.


                                        9



     6. The Plan of Merger herein made and approved shall be submitted to the
shareholders of each non-surviving corporation for their approval or rejection
in the manner prescribed by the provisions of the Connecticut Business
Corporation Act.

     7. In the event that the Plan of Merger shall have been approved by the
shareholders entitled to vote of the non-surviving corporation in the manner
prescribed by the provisions of the Connecticut Business Corporation Act, the
non-surviving corporation and the surviving corporation hereby stipulate that
they will cause to be executed and filed and/or recorded any document or
documents prescribed by the laws of the State of Connecticut, and that they will
cause to be performed all necessary acts therein and elsewhere to effectuate the
merger.

     8. The Board of Directors and the proper officers of the non-surviving
corporation and the Board of Directors and the proper officers of the surviving
corporation, respectively, and hereby authorized, empowered, and directed to do
any and all acts and things, and to make, execute, deliver, file and/or record
any and all instruments, papers, and documents which shall be or become
necessary, proper, or convenient to carry out or put into effect any of the
provisions of this Plan of Merger or of the merger herein provided for.


                                       10



                              CERTIFICATE OF MERGER

                                       OF

                                    H&M, INC.
                         TRINITY AMBULANCE SERVICE, INC.
                            M.H.N. LEASING CO., INC.
                      PROFESSIONAL AMBULANCE SERVICE, INC.
                            L&M AMBULANCE CORPORATION

                                       AND

             AMERICAN MEDICAL RESPONSE OF CONNECTICUT, INCORPORATED

To the Secretary of the State
State of Connecticut

     Pursuant to the provisions of the Connecticut Business Corporation Act, the
domestic business corporations herein named do hereby adopt the following
Certificate of Merger.

     1. Annexed hereto and made a part hereof is the Plan of Merger for merging
H&M, Inc., Trinity Ambulance Service, Inc, M.H.N. Leasing Co., Inc.,
Professional Ambulance Service, Inc., and L&M Ambulance Corporation (the
"Merging Companies") with and into American Medical Response of Connecticut,
Incorporated, as approved by resolution adopted by the Sole Director of each of
the Merging Companies on August 25, 1997, and by resolution 'adopted by the Sole
Director of American Medical Response of Connecticut, Incorporated on August 25,
1997.

     2. In respect of the Merging Companies, the designation, the number of
outstanding shares, and the number of votes entitled to be cast by the sole
shareholder of each Merging Company entitled to be cast on the Plan of Merger
herein provided for, are as follows:

     a.   Laidlaw Medical Transportation, Inc., as the sole shareholder of H&M,
          Inc., was entitled to vote all 1,000 issued and outstanding shares of
          common stock of H&M, Inc. on the Plan of Merger;

     b.   Laidlaw Medical Transportation, Inc., as the sole shareholder of
          Trinity Ambulance Service, inc., was entitled to vote all 70 issued
          and outstanding shares of common of Trinity Ambulance Service, Inc.,
          on the Plan of Merger;

     c.   Laidlaw Medical Transportation, Inc., as the sole shareholder of
          M.H.N. Leasing Co., Inc., was entitled to vote all 90 issued and
          outstanding shares of common stock of M.H.N. Leasing Co., Inc. on the
          Plan of Merger;

     d.   H&M, Inc., as the sole shareholder of Professional Ambulance Service,
          Inc., was entitled to vote all 400 issued and outstanding shares of
          common stock of Professional Ambulance Service, Inc., on the Plan of
          Merger; and

     e.   H&M, Inc., as the sole shareholder of L&M Ambulance Corporation, was
          entitled to vote all 100 issued and outstanding shares of common stock
          of L&M Ambulance Corporation on the Plan of Merger.


                                       11



     3. In respect of the Merger Companies, the total number of undisputed votes
cast for the Plan of Merger herein provided by the sole shareholder of each
Merging Company on the Plan of Merger is as follows:

     a.   Laidlaw Medical Transportation, Inc., as the sole shareholder of H&M,
          Inc., voted all 1,000 issued and outstanding shares of common stock of
          H&M, Inc. in favor of the Plan of Merger;

     b.   Laidlaw Medical Transportation, Inc., as the sole shareholder of
          Trinity Ambulance Service, Inc., was entitled to vote all 70 issued
          and outstanding shares of common stock of Trinity Ambulance Service,
          Inc., in favor of the Plan of Merger;

     c.   Laidlaw Medical Transportation, Inc., as the sole shareholder of
          M.H.N. Leasing Co., Inc., voted all 90 issued and outstanding shares
          of common stock of M H N. Leasing Co., Inc. in favor of the Plan of
          Merger;

     d.   H&M, Inc., as the sole shareholder of Professional Ambulance Service,
          Inc., voted all 400 issued and outstanding shares of common stock of
          Professional Ambulance Service, Inc., in favor of the Plan of Merger;
          and

     e.   H&M, Inc., as the sole shareholder of L&M Ambulance Corporation, voted
          all 100 issued and outstanding shares of common stock of L&M Ambulance
          Corporation in favor of the Plan of Merger.

     4. The said number of votes cast for the Plan of Merger was sufficient for
the approval thereof by each voting group.

     5. In respect of American Medical Response of Connecticut Incorporated, no
shareholder vote was required, given that the Plan of Merger will not effect any
change in or amendment to the certificate of incorporation of such corporation
and given that Section 33-817(j) of the Connecticut Business Corporation Act
provides that the shareholders of the surviving corporation in a merger need not
vote on a merger if no such amendment is made.

     6. Having been approved by the sole Director of American Medical Response
of Connecticut, Incorporated, the surviving corporation, no further approval was
necessary.

     7. The effective time and date of the merger herein provided for shall be
10:00 a.m. on August 31, 1997.

Executed on August 26, 1997.

H&M INC.


By: /s/
    ---------------------------------
    Joshua T. Gaines
    Vice President


TRINITY AMBULANCE SERVICE, INC.


                                       12




By: /s/
    ---------------------------------
    Joshua T. Gaines
    Vice President


M.H.N. LEASING CO., INC.


By: /s/
    ---------------------------------
    Joshua T. Gaines
    Vice President


PROFESSIONAL AMBULANCE SERVICE, INC.


By: /s/
    ---------------------------------
    Joshua T. Gaines
    Vice President


L&M AMBULANCE CORPORATION


By: /s/
    ---------------------------------
    Joshua T. Gaines
    Vice President


AMERICAN MEDICAL RESPONSE OF
CONNECTICUT, INCORPORATED


By: /s/
    ---------------------------------
    Joshua T. Gaines
    Vice President


                                       13



     PLAN OF MERGER adopted by H&M, Inc., a Connecticut business corporation,
Trinity Ambulance Service, Inc., a Connecticut business corporation, M.H.N.
Leasing Co., Inc., a Connecticut business corporation, Professional Ambulance
Service, Inc., a Connecticut business corporation and L&M Ambulance Corporation,
a Connecticut business corporation, by resolution of the sole Director of each
corporation on August 25, 1997, and adopted on August 25, 1997 by American
Medical Response of Connecticut, a business corporation organized under the laws
of the State of Connecticut, by resolution of its sole Director on August 25,
1997. The names of the corporation planning to merge are H&M, Inc., a
Connecticut business corporation, Trinity Ambulance Service, Inc., a Connecticut
business corporation, M.H.N. Leasing Co. Inc., a Connecticut business
corporation, Professional Ambulance Service, Inc., a Connecticut business
corporation and L&M Ambulance Corporation, a Connecticut business corporation
(collectively the "Merging Companies"), and American Medical Response of
Connecticut, Incorporated, a business corporation organized under the laws of
the State of Connecticut. The name of the surviving corporation into which the
Merging Companies plans to merge is American Medical Response of Connecticut,
Incorporated

     1. Merging Companies and American Medical Response of Connecticut,
Incorporated shall, pursuant to the provisions of the Connecticut Business
Corporation Act, be merged with and into a single corporation, to wit, American
Medical Response of Connecticut, Incorporated, which shall be the surviving
corporation at the effective time and date of the merger and which is sometimes
hereinafter referred to as the "surviving corporation", and which shall continue
to exist as said surviving corporation under its present name pursuant to the
provisions of the Connecticut Business Corporation Act. The separate existence
of each of the Merging Companies, which is each sometimes hereinafter referred
to as a "non-surviving corporation", shall cease at the effective time and date
of the merger in accordance with the provisions of the Connecticut Business
Corporation Act.

     2. The Certificate of Incorporation of the surviving corporation at the
effective time and date of the merger shall be the Certificate of Incorporation
of said surviving corporation and said Certificate of Incorporation shall
continue in full force and effect until amended and changed in the manner
prescribed by the provisions of the Connecticut Business Corporation Act.

     3. The present bylaws of the surviving corporation will be the bylaws of
said surviving corporation and will continue in full force and effect until
changed, altered, or amended as therein provided and in the manner prescribed by
the provisions of the Connecticut Business Corporation Act.

     4. The directors and officers in office of the surviving corporation at the
effective time and date of the merger shall be the members of the first Board of
Directors and the first officers of the surviving corporation, all of whom shall
hold their respective offices until their successors are elected and qualified
or until their tenure is otherwise terminated in accordance with the bylaws of
the surviving corporation.

     5. Each issued share of each non-surviving corporation immediately prior to
the effective time and date of the merger shall, at the effective time and date
of the merger be canceled and no payment shall be made in respect thereof. The
issued shares of the surviving


                                       14



corporation shall not be converted or exchanged in any manner, but each said
share which is issued as of the effective date of the merger shall continue to
represent one issued share of the surviving corporation.

     6. The Plan of Merger herein made and approved shall be submitted to the
shareholders of each non-surviving corporation for their approval or rejection
in the manner prescribed by the provisions of the Connecticut Business
Corporation Act.

     7. In the event that the Plan of Merger shall have been approved by the
shareholders entitled to vote of the non-surviving corporation in the manner
prescribed by the provisions of the Connecticut Business Corporation Act, each
non-surviving corporation and the surviving corporation hereby stipulate that
they will cause to be executed and filed and/or recorded any document or
documents prescribed by the laws of the State of Connecticut, and that they will
cause to be performed all necessary acts therein and elsewhere to effectuate the
merger.

     8. The Board of Directors and the proper officers of each non-surviving
corporation and the Board of Directors and the proper officers of the surviving
corporation, respectively, are hereby authorized, empowered, and directed to do
any and all acts and things, and to make, execute, deliver, file and/or record
any and all instruments, papers, and documents which shall be or become
necessary, proper, or convenient to carry out or put into effect any of the
provisions of this Plan of Merger or of the merger herein provided for.


                                       15



                           CHANGE OF REGISTERED AGENT
                              DOMESTIC CORPORATION
                      Office of the Secretary of the State
    30 Trinity Street / P.O. Box 150470 / Hartford, CT 06115-047 / new / 1-97

1.   NAME OF CORPORATION
     AMERICAN MEDICAL RESPONSE OF CONNECTICUT, INC.

2.   APPOINTMENT OF NEW REGISTERED AGENT:

Print or type name of agent:   Business/registered office address:
Gary B. O'Connor               500 Chase Parkway
                               Waterbury, CT  06708

                               Residence address:
                               31 Gaylord Glen
                               Waterbury, CT  06708

                           Acceptance of appointment


                                      /s/ Gary O'Connor
                     -------------------------------------
                     Gary B. O'Connor   Signature of Agent

3.   EXECUTION

Dated this 3rd day of June, 1997

Robert LaTorraca                  Vice President          /s/ Robert LaTorraca
                                                          ----------------------
Print or type name of signatory   Capacity of Signatory   Signature


                                       16



                               Secretary of State
                                30 Trinity Street
                               Hartford, CT 06106

Name of Corporation: American Medical Response of
Connecticut, Incorporated                                    Complete All Blanks

     The above corporation appoints as its statutory agent for service, one of
     the following:

                                                     
Name of Natural Person Who is Resident of Connecticut   Business Address    Zip Code
                                                        Residence Address   Zip Code

Name of Connecticut Corporation                         Address of Principal Office in Conn.
                                                        (If none, enter address of appointee's
                                                        statutory agent for service)

Name of Corporation                                     Address of Principal Office in Conn.
(Not organized under the Laws of Conn.*)                (If none, enter "Secretary of the
                                                        State of Conn.")
C T CORPORATION SYSTEM                                  ONE COMMERCIAL PLAZA
                                                        HARTFORD, CONNECTICUT  06103



*    Which has procured a Certificate of Authority to transact business or
     conduct affairs in this state.

                                  AUTHORIZATION

                                                                             
                       Name of Incorporator (Print or Type)   Signed (Incorporator)   Date
Original Appointment
(Must be Signed
by a majority of       Name of Incorporator (Print or Type)   Signed (Incorporator)
Incorporators)

                       Name of Incorporator (Print or Type)   Signed (Incorporator)

Subsequent             Name of President, Vice President or Secretary                 Date
Appointment            William George, Vice President
                       Signed (President, or Vice President
                       or Secretary)                                                  September 1, 1996


                       /s/ William George
                       ------------------------------------



Acceptance: Name of Statutory Agent for Service   Signed (Statutory Agent for
            (Print or Type)                       Service)


CT CORPORATION SYSTEM                             /s/ Marcia Sunahara
                                                  ------------------------------
                                                  Marcia J. Sunahara
                                                  Vice President

For Official Use Only
                        Rec: CC:
                        C T CORPORATION SYSTEM
                        ONE COMMERCIAL PLAZA
                        HARTFORD, CT 06103-3597
                        (203) 275-8200

Please provide filer's name and complete address for mailing receipt


                                       17



CERTIFICATE OF INCORPORATION
OF MEDSTAR
INTO
AMERICAN MEDICAL RESPONSE OF CONNECTICUT, INC.

     The undersigned corporations DO HEREBY CERTIFY:

     FIRST: That the names and states of incorporation of each of the
constituent corporations of the merger are as follows:

     Name                                             State of Incorporation
     Medstar, Inc.                                    Connecticut
     American Medical Response of Connecticut, Inc.   Connecticut

     SECOND: The surviving corporation of the merger is American Medical
Response of Connecticut, Inc., a Connecticut corporation.

     THIRD: The Certificate of Incorporation of American Medical Response of
Connecticut, Inc., a Connecticut corporation which is the surviving corporation,
shall continue in full force and effect as the Certificate of Incorporation of
the corporation surviving the merger.

     FOURTH: The merger agreement between the parties to the merger has been
approved, adopted, certified, executed and acknowledged unanimously by the Board
of Directors and the Shareholders of each of the constituent corporations in
accordance with requirements of Sections 33-364 and 33-366 of the General
Corporation Law of the State of Connecticut.

     FIFTH: A copy of the merger agreement is on file at the principal place of
business of the surviving corporation. The address of said principal place of
business is 58 Middletown Avenue, New Haven, Connecticut 06513.

     SIXTH: A copy of the merger agreement will be furnished, on request and
without cost, to any shareholder of either of the constituent corporations.


                                       18



     We, the undersigned officers of Medstar, Inc. and American Medical Response
of Connecticut, Inc. hereby execute this Certificate under the penalties of
false statement.

Dated: July 1, 1995

                                        MEDSTAR, INC.


by /s/ Joseph Paolella                  by /s/ Joseph Paolella
   ----------------------------------      -------------------------------------
   Joseph R. Paolella, Secretary           Joseph R. Paolella, Vice President
                                           Duly Authorized


                                        AMERICAN MEDICAL RESPONSE OF
                                        OF CONNECTICUT, INC.


by /s/ Richard Cassella                 by /s/ Joseph Paolella
   ----------------------------------      -------------------------------------
   Richard Cassella, Asst. Secretary       Joseph R. Paolella, President
                                           Duly Authorized


                                       19



                               Secretary of State
                                30 Trinity Street
                               Hartford, CT 06106

                                                             Complete All Blanks

Enter Name of Corporation here: ________________________________________________

     American Medical Response of Connecticut, Inc.

     The above corporation appoints as its statutory agent for service, one of
     the following:

                                                     
Name of Natural Person Who is Resident of Connecticut   Business Address               Zip Code
Richard Cassella                                        58 Middletown Ave., New Haven, CT 06513
                                                        Residence Address              Zip Code
                                                        61 Schoolhouse Rd., Wallingford, CT 06492

Name of Connecticut Corporation                         Address of Principal Office in
                                                        Conn. (If none, enter address of
                                                        appointee's statutory agent for
                                                        service)

Name of Corporation                                     Address of Principal Office in
(Not organized under the Laws of Conn.*)                Conn. (If none, enter "Secretary of
                                                        the State of Conn.")



*    Which has procured a Certificate of Authority to transact business or
     conduct affairs in this state.

                                  AUTHORIZATION

                                                                                       
                       Name of Incorporator (Print or Type)   Signed (Incorporator)          Date

Original Appointment
(Must be Signed
by a majority of       Name of Incorporator (Print or Type)   Signed (Incorporator)
Incorporators)

                       Name of Incorporator (Print or Type)   Signed (Incorporator)

                       Name of President, Vice President, Secretary or Assistant Secretary   Date
Subsequent             Ronald M. Levenson   Assistant Secretary
Appointment            Signed (President or Vice President, Secretary/Assistant Secretary)


                       /s/                                                                   11/9/94
                       ------------------------------------



Acceptance: Name of Statutory Agent for Service   Signed (Statutory Agent for
(Print or Type)                                   Service)


Richard Cassella                                  /s/ Richard Cassella
                                                  ------------------------------

For Official Use Only

                                    Rec: CC:

Please provide filer's name and complete address for mailing receipt


                                       20



                              STATE OF CONNECTICUT
                               SECRETARY OF STATE
                                30 TRINITY STREET
                               HARTFORD, CT 06106

1.   Name of Corporation (Please enter name within lines)

     NEW HAVEN AMBULANCE SERVICE, INC.

2.   The Certificate of Incorporation is: (Check one)

     [X]  A.   Amended only, pursuant to Conn. Gen. Stat. Section 33-360

     [ ]  B.   Amended only, to cancel authorized shares (state number of shares
               to be cancelled, the class, the series, if any, and the par
               value, P.A. 90-107).

     [ ]  C.   Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a).

     [ ]  D.   Amended and restated, pursuant to Conn. Gen. Stat. Section
               33-362(c).

     [ ]  E.   Restated and superseded pursuant to Conn. Gen. Stat. Section
               33-362(d).

     Set forth here the resolution of amendment and/or restatement. Use an 8 1/2
     X 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.

          RESOLVED, that Article One of the Certificate of Incorporation be
     amended so that the name of the corporation shall be changed from New Haven
     Ambulance Service, Incorporated to American Medical Response of
     Connecticut, Incorporated.

     (If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or
     2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)

3.   (Check one)

     [ ]  A. This certificate purports merely to restate but not to change the
          provisions of the original Certificate of Incorporation as
          supplemented and amended to date, and there is no discrepancy between
          the provisions of the original Certificate of Incorporation as
          supplemented and amended to date, and the provisions of this Restated
          Certificate of Incorporation. (If 3A is checked, go to 5 & 6 to
          complete this certificate.)

     [X]  B. This Restated Certificate of Incorporation shall give effect to the
          amendment(s) and purports to restate all those provisions now in
          effect not being amended by such new amendments(s). (If 3B is checked,
          check 4, if true, and go to 5 & 6 to complete this Certificate.)


                                       21



4.   (Check, if true)

     [X]  This restated Certificate of Incorporation was adopted by the greatest
          vote which would have been required to amend any provision of the
          Certificate of Incorporation as in effect before such vote and
          supersedes such Certificate of Incorporation.

5.   The manner of adopting the resolution was as follows: (Check one A, or B,
     or C)

     [ ]  A.   By the board of directors and shareholders, pursuant to Conn.
               Gen. Stat. Section 33 - 360. Vote of Shareholders. (Check (i) or
               (ii), and check (iii) if applicable.)

               (i)  [ ]  No shares are required to be voted as a class; the
                         shareholder's vote was as follows:

               Vote Required for Adoption _______ Vote Favoring Adoption _______

               (ii) [ ]  There are shares of more than one class entitled to
                         vote as a class. The designation of each class required
                         for adoption of the resolution and the vote of each
                         class in favor of adoption were as follows:

                         (Use an 8 1/2 x 11 attached sheet if more space is
                         needed. Conn. Gen. Stat. Section 1-9.)

               (iii)[ ]  Check here if corporation has 100 or more
                         recordholders, as defined in Conn. Gen. Stat. Section
                         33-311a(a).

     [X]  B.   By the board of directors acting alone, pursuant to Conn. Gen.
               Stat. Section 33-360(b)(2) or 33-362(a).

               The number of affirmative votes required to adopt such
               resolution: 2

               The number of directors' votes in favor of the resolution was: 3

We hereby declare under the penalties of false statement, that the statements
made in the foregoing certificate are true.



    (Print or Type)               Signature                (Print or Type)                Signature
    ---------------               ---------                ---------------                ---------
                                                                        
Name of Pres./V. Pres.                                 Name of Sec/Assn't Sec.
Joseph R. Paolella       /s/ Joseph Paolella           Philip Paolella, Jr.      /s/ Philip Paolella, Jr.
                         ---------------------------                             ---------------------------


     [ ]  C.   The corporation does not have any shareholders. The resolution
               was adopted by vote of at least two-thirds of the incorporators
               before the organization meeting of the corporation, and approved
               in writing by all


                                       22



               subscribers for shares of the corporation. If there are no
               subscribers, state NONE below.

We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the same statements made in the foregoing
certificate are true.


- ------------------------   ------------------------   ------------------------
Signed Incorporator        Signed Incorporator        Signed Incorporator


- ------------------------   ------------------------   ------------------------
Signed Subscriber          Signed Subscriber          Signed  Subscriber

         (Use an 8 1/2 X 11 attached sheet if more space is needed. Con.
                            Gen. Stat. Section 1 - 9.

6.   Dated at New Haven this 29th day of July, 1993

Rec. CC; GS; (Type or Print)
Thayer Baldwin, Esq.
Yost & Assoc.
Two Whitney Ave.
New Haven, CT 06510

Please provide filer's name and complete address for mailing receipt


                                       23



                              CERTIFICATE OF MERGER
                                       OF
                        NEW HAVEN AMBULANCE SERVICE, INC.
                                      INTO
                             NHAI ACQUISITION CORP.

     The undersigned corporations DO HEREBY CERTIFY:

     FIRST: That the names and states of incorporation of each of the
constituent corporations of the merger are as follows:



               NAME                 STATE OF INCORPORATION
               ----                 ----------------------
                                 
New Haven Ambulance Service, Inc.         Connecticut

NHAI Acquisition Corp.                    Connecticut


     SECOND: The surviving corporation of the merger is NHAI Acquisition Corp.,
a Connecticut corporation.

     THIRD: The Certificate of Incorporation of NHAI Acquisition Corp., a
Connecticut corporation which is the surviving corporation, be and is hereby
amended to change the name of the surviving corporation to NEW HAVEN AMBULANCE
SERVICE, INC., but shall otherwise continue in full force and effect as the
Certificate of Incorporation of the corporation surviving this merger.

     FOURTH: The merger agreement between the parties to the merger has been
approved, adopted, certified, executed and acknowledged unanimously by the
Boards of Directors and the Shareholders of each of the constituent corporations
in accordance with requirements of Sections 33-364 and 33-366 of the General
Corporation Law of the State of Connecticut.

     FIFTH: A copy of the merger agreement is on file at the principal place of
business of the surviving corporation. The address of said principal place of
business is 58 Middletown Avenue, New Haven, Connecticut 06513.

     SIXTH: A copy of the merger agreement will be furnished, on request and
without cost, to any shareholder of either of the constituent corporations.

     We, the undersigned officers of New Haven Ambulance Service, Inc. and NHAI
Acquisition Corp., hereby execute this Certificate under the penalties of false
statement.

Dated: August 12, 1992                  NEW HAVEN AMBULANCE SERVICE, INC.


By: /s/ x                               By: /s/ x
    ---------------------------------       ------------------------------------
    Secretary                               President


                                       24



                                        NHAI ACQUISITION CORP.


By: /s/ x                               By: /s/ Dominic Puopolo
    ---------------------------------       ------------------------------------
    Secretary                               Dominic J. Puopolo, President


                                       25



                              CERTIFICATE OF MERGER
                                       OF
                        NEW HAVEN AMBULANCE SERVICE, INC.
                                      INTO
                             NHAI ACQUISITION CORP.

     The undersigned corporations DO HEREBY CERTIFY:

     FIRST: That the names and states of incorporation of each of the
constituent corporations of the merger are as follows:



               NAME                 STATE OF INCORPORATION
               ----                 ----------------------
                                 
New Haven Ambulance Service, Inc.         Connecticut

NHAI Acquisition Corp.                    Connecticut


     SECOND: The surviving corporation of the merger is NHAI Acquisition Corp.,
a Connecticut corporation.

     THIRD: The Certificate of Incorporation of NHAI Acquisition Corp., a
Connecticut corporation which is the surviving corporation, be and is hereby
amended to change the name of the surviving corporation to NEW HAVEN AMBULANCE
SERVICE, INC., but shall otherwise continue in full force and effect as the
Certificate of Incorporation of the corporation surviving this merger.

     FOURTH: The merger agreement between the parties to the merger has been
approved, adopted, certified, executed and acknowledged unanimously by the
Boards of Directors and the Shareholders of each of the constituent corporations
in accordance with requirements of Sections 33-364 and 33-366 of the General
Corporation Law of the State of Connecticut.

     FIFTH: A copy of the merger agreement is on file at the principal place of
business of the surviving corporation. The address of said principal place of
business is 58 Middletown Avenue, New Haven, Connecticut 06513.

     SIXTH: A copy of the merger agreement will be furnished, on request and
without cost, to any shareholder of either of the constituent corporations.

     We, the undersigned officers of New Haven Ambulance Service, Inc. and NHAI
Acquisition Corp., hereby execute this Certificate under the penalties of false
statement.


                                       26



Dated: August 12, 1992                  NEW HAVEN AMBULANCE SERVICE, INC.


By: /s/ x                               By: /s/ x
    ---------------------------------       ------------------------------------
    Secretary                               President


                                        NHAI ACQUISITION CORP.


By: /s/ x                               By: /s/ Dominic Puopolo
    ---------------------------------       ------------------------------------
    Secretary                               Dominic J. Puopolo, President


                                       27



                              CERTIFICATE OF MERGER
                                       OF
                        NEW HAVEN AMBULANCE SERVICE, INC.
                                      INTO
                             NHAI ACQUISITION CORP.

     The undersigned corporations DO HEREBY CERTIFY:

     FIRST: That the names and states of incorporation of each of the
constituent corporations of the merger are as follows:



               NAME                 STATE OF INCORPORATION
               ----                 ----------------------
                                 
New Haven Ambulance Service, Inc.         Connecticut

NHAI Acquisition Corp.                    Connecticut


     SECOND: The surviving corporation of the merger is NHAI Acquisition Corp.,
a Connecticut corporation.

     THIRD: The Certificate of Incorporation of NHAI Acquisition Corp., a
Connecticut corporation which is the surviving corporation, be and is hereby
amended to change the name of the surviving corporation to NEW HAVEN AMBULANCE
SERVICE, INC., but shall otherwise continue in full force and effect as the
Certificate of Incorporation of the corporation surviving this merger.

     FOURTH: The merger agreement between the parties to the merger has been
approved, adopted, certified, executed and acknowledged unanimously by the
Boards of Directors and the Shareholders of each of the constituent corporations
in accordance with requirements of Sections 33-364 and 33-366 of the General
Corporation Law of the State of Connecticut.

     FIFTH: A copy of the merger agreement is on file at the principal place of
business of the surviving corporation. The address of said principal place of
business is 58 Middletown Avenue, New Haven, Connecticut 06513.

     SIXTH: A copy of the merger agreement will be furnished, on request and
without cost, to any shareholder of either of the constituent corporations.

     We, the undersigned officers of New Haven Ambulance Service, Inc. and NHAI
Acquisition Corp., hereby execute this Certificate under the penalties of false
statement.


                                       28



Dated: August 12, 1992                  NEW HAVEN AMBULANCE SERVICE, INC.


By: /s/ x                               By: /s/ x
    ---------------------------------       ------------------------------------
    Secretary                               President


                                        NHAI ACQUISITION CORP.


By: /s/ x                               By: /s/ Dominic Puopolo
    ---------------------------------       ------------------------------------
    Secretary                               Dominic J. Puopolo, President


                                       29



                              CERTIFICATE OF MERGER
                                       OF
                        NEW HAVEN AMBULANCE SERVICE, INC.
                                      INTO
                             NHAI ACQUISITION CORP.

     The undersigned corporations DO HEREBY CERTIFY:

     FIRST: That the names and states of incorporation of each of the
constituent corporations of the merger are as follows:



               NAME                 STATE OF INCORPORATION
               ----                 ----------------------
                                 
New Haven Ambulance Service, Inc.         Connecticut

NHAI Acquisition Corp.                    Connecticut


     SECOND: The surviving corporation of the merger is NHAI Acquisition Corp.,
a Connecticut corporation.

     THIRD: The Certificate of Incorporation of NHAI Acquisition Corp., a
Connecticut corporation which is the surviving corporation, be and is hereby
amended to change the name of the surviving corporation to NEW HAVEN AMBULANCE
SERVICE, INC., but shall otherwise continue in full force and effect as the
Certificate of Incorporation of the corporation surviving this merger.

     FOURTH: The merger agreement between the parties to the merger has been
approved, adopted, certified, executed and acknowledged unanimously by the
Boards of Directors and the Shareholders of each of the constituent corporations
in accordance with requirements of Sections 33-364 and 33-366 of the General
Corporation Law of the State of Connecticut.

     FIFTH: A copy of the merger agreement is on file at the principal place of
business of the surviving corporation. The address of said principal place of
business is 58 Middletown Avenue, New Haven, Connecticut 06513.

     SIXTH: A copy of the merger agreement will be furnished, on request and
without cost, to any shareholder of either of the constituent corporations.

     We, the undersigned officers of New Haven Ambulance Service, Inc. and NHAI
Acquisition Corp., hereby execute this Certificate under the penalties of false
statement.


                                       30



Dated: August 12, 1992                  NEW HAVEN AMBULANCE SERVICE, INC.


By: /s/ x                               By: /s/ x
    ---------------------------------       ------------------------------------
    Secretary                               President


                                        NHAI ACQUISITION CORP.


By: /s/ x                               By: /s/ Dominic Puopolo
    ---------------------------------       ------------------------------------
    Secretary                               Dominic J. Puopolo President


                                       31



APPOINTMENT OF STATUTORY AGENT FOR SERVICE
DOMESTIC CORPORATION

[PBOL]                 Secretary of State
[PBOL]                 30 Trinity Street
[PBOL]                 Hartford, CT 06106

Name of Corporation:   NHAI Acquisition Corp.

     The above corporation appoints as its statutory agent for service, one of
the following:

                                                                    
Name of Natural Person Who    Business Address                            Zip Code
is Resident of Connecticut
                              Residence Address                           Zip Code

Name of Connecticut           Address of Principal Office in Conn.
Corporation                   (If none, enter address of appointee's
                              statutory agent for service)

Name of Corporation           Address of Principal Office in Conn.
(Not organized under the      (If none, enter "Secretary of the State
Laws of Connecticut)          of Connec.)
Corporation Service Company   90 State House Sq., 9th Fl., Hartford, CT



*    Which has procured a Certificate of Authority to transact business or
     conduct affairs in this state. ____________________________



[PBOL]                        AUTHORIZATION
- ------                        -------------
                                               
ORIGINAL APPOINTMENT          Name of Incorporator   Signed (Incorporator)


(Must be signed by a          Dominic J. Puopolo     /s/ Dominic Puopolo
     majority of                                     ---------------------------
    Incorporators             Name of Incorporator   Signed (Incorporator)

                                                     ---------------------------
                              Name of Incorporator   Signed (Incorporator)


Date: May 22, 1992


SUBSEQUENT APPOINTMENT        Name of President, Vice President or
                              Secretary
                           
                              Signed (President, Vice President or
                              Secretary.

Date: May 26, 1992



                                       32



Acceptance: Name of Statutory Agent for Service


/s/ Bruce R. Winn
- -------------------------------------
Signed (Statutory Agent for Service)
Bruce R. Winn, Vice-President
Corporation Service Company

For Official Use Only                   Rec; CC:

                                        ----------------------------------------

                                        ----------------------------------------

                                        ----------------------------------------

                                        ----------------------------------------
                                        Please provide filer's name and complete
                                        address for mailing receipt.


                                       33



CERTIFICATE OF INCORPORATION
STOCK CORPORATION

                              STATE OF CONNECTICUT

                             Secretary of the State

     The undersigned incorporator hereby forms a corporation under the Stock
Corporation Act of the State of Connecticut.

     1. The name of the corporation is NHAI Acquisition Corp.

     2. The nature of the business to be transacted, or the purposes to be
promoted or carried out by the corporation, are as follows:

          To engage in any lawful act or activity for which a corporation may be
     formed under the Connecticut Stock Corporation Act.

     3. The designation of each class of shares, the authorized number of shares
of each class, and the par value (if any) of each share thereof are as follows:



          Authorized   Class    Par Value
          ----------   -----    ---------
                          
          10,000       Common   $.01 per share


     4. The terms, limitations and relative rights and preferences of each class
of shares and series thereof (if any) or an express grant of authority to the
board of directors pursuant to Section 33-341, 1959 Supp. Conn. G.S. are as
follows:

          N/A

     5. The minimum amount of stated capital with which the corporation shall
commence business if One Thousand Dollars.

     6. The liability of the directors of the corporation for monetary damages
shall be eliminated to the fullest extent permissible under Connecticut law. Any
repeal or modification of this Article shall only be prospective and shall not
affect the rights under this Article in effect at the time of the alleged
occurrence of any action or omission to act giving rise to liability.


                                       34



     Dated at Boston, Massachusetts this 22nd day of May, 1992.

     I hereby declare, under penalties of false statement, that the statements
in the foregoing certificate are true.


                                        /s/ Dominic Puopolo
                                        ----------------------------------------
                                        Name: Dominic J. Puopolo
                                              Incorporator



For office use only   Franchise Fee   Filing Fee   Cert. Fee   Total Fees
- -------------------   -------------   ----------   ---------   ----------
                                                   
                           $150           $45         $12         $257



/s/ x
- ----------------------------------------
Signed (for Secretary of State)
Rec & CC Nationwide Info

Certified copy sent on Initials Service

To 505 Willard Ave

Card   List Proof
       Newington, CT 06111


                                       35

EX-3.31

                                                                    Exhibit 3.31

                                     BY-LAWS

                                       OF

                               THE SUBSIDIARIES OF

                         AMERICAN MEDICAL RESPONSE, INC.

                  Section 1. LAW, CERTIFICATE OF INCORPORATION
                                   AND BY-LAWS

     1.1. These by-laws are subject to the certificate of incorporation of the
corporation. In these by-laws, references to law, the certificate of
incorporation and by-laws mean the law, the provisions of the certificate of
incorporation and the by-laws as from time to time in effect.

                             Section 2. STOCKHOLDERS

     2.1. Annual Meeting. The annual meeting of stockholders shall be held at
10:00 am on the second Tuesday in May in each year, unless that day be a legal
holiday at the place where the meeting is to be held, in which case the meeting
shall be held at the same hour on the next succeeding day not a legal holiday,
or at such other date and time as shall be designated from time to time by the
board of directors and stated in the notice of the meeting, at which they shall
elect a board of directors and transact such other business as may be required
by law or these by-laws or as may properly come before the meeting.

     2.2. Special Meetings. A special meeting of the stockholders may be called
at any time by the chairman of the board, if any, the president or the board of
directors. A special meeting of the stockholders shall be called by the
secretary, or in the case of the death, absence, incapacity or refusal of the
secretary, by an assistant secretary or some other officer, upon application of
a majority of the directors. Any such application shall state the purpose or
purposes of the proposed meeting. Any such call shall state the place, date,
hour, and purposes of the meeting.

     2.3. Place of Meeting. All meetings of the stockholders for the election of
directors or for any other purpose shall be held at such place within or without
the state of incorporation as may be determined from time to time by the
chairman of the board, if any, the president or the board of directors. Any
adjourned session of any meeting of the stockholders shall be held at the place
designated in the vote of adjournment.

     2.4. Notice of Meetings. Except as otherwise provided by law, a written
notice of each meeting of stockholders stating the place, day and hour thereof
and, in the case of a special meeting, the purposes for which the meeting is
called, shall be given not less then ten nor more than sixty days before the
meeting, to each stockholder entitled to vote thereat, and to each stockholder
who, by law, by the certificate of incorporation or by these by-laws, is
entitled to notice, by leaving such notice with him or at his residence or usual
place of business, or by depositing it in the United States mail, postage
prepaid, and addressed to such stockholder at his address as it appears in the
records of the corporation. Such



notice shall be given by the secretary, or by an officer or person designated by
the board of directors, or in the case of a special meeting by the officer
calling the meeting. As to any adjourned session of any meeting of stockholders,
notice of the adjourned meeting need not be given if the time and place thereof
are announced at the meeting at which the adjournment was taken except that if
the adjournment is for more than thirty days or if after the adjournment a new
record date is set for the adjourned session, notice of any such adjourned
session of the meeting shall be given in the manner heretofore described. No
notice of any meeting of stockholders or any adjourned session thereof need be
given to a stockholder if a written waiver of notice, executed before or after
the meeting or such adjourned session by such stockholder, is filed with the
records of the meeting or if the stockholder attends such meeting without
objecting at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any meeting of the stockholders or any
adjourned session thereof need be specified in any written waiver of notice.

     2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as
to any matter shall consist of a majority of the votes entitled to be cast on
the matter, except where a larger quorum is required by law, by the certificate
of incorporation or by these by-laws. Any meeting may be adjourned from time to
time by a majority of the votes properly cast upon the question, whether or not
a quorum is present. If a quorum is present at an original meeting, a quorum
need not be present at an adjourned session of that meeting. Shares of its own
stock belonging to the corporation or to another corporation, if a majority of
the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the corporation, shall neither
be entitled to vote nor be counted for quorum purposes; provided, however, that
the foregoing shall not limit the right of any corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

     2.6. Action by Vote. When a quorum is present at any meeting, a plurality
of the votes properly cast for election to any office shall elect to such office
and a majority of the votes properly cast upon any question other than an
election to an office shall decide the question, except when a larger vote is
required by law, by the certificate of incorporation or by these by-laws. No
ballot shall be required for any election unless requested by a stockholder
present or represented at the meeting and entitled to vote in the election.

     2.7. Action without Meetings. Unless otherwise provided in the certificate
of incorporation, any action required or permitted to be taken by stockholders
for or in connection with any corporate action may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the corporation by
delivery to its registered office in the state of incorporation by hand or
certified or registered mail, return receipt requested, to its principal place
of business or to an officer or agent of the corporation having custody of the
book in which proceedings of meetings of stockholders are recorded. No written
consent shall be effective to take the corporate action referred to therein
unless written consents signed by a number of stockholders sufficient to take
such action are delivered to the corporation in the manner specified in this
paragraph within sixty days of the earliest dated consent so delivered.

     If action is taken by consent of stockholders and in accordance with the
foregoing, there shall be filed with the records of the meetings of stockholders
the writing or writings comprising such consent.


                                      -2-



     If action is taken by less than unanimous consent of stockholders, prompt
notice of the taking of such action without a meeting shall be given to those
who have not consented in writing and a certificate signed and attested to by
the secretary that such notice was given shall be filed with the records of the
meetings of stockholders.

     In the event that the action which is consented to is such as would have
required the filing of a certificate under any provision of the General
Corporation Law of the State of Delaware, if such action had been voted upon by
the stockholders at a meeting thereof, the certificate filed under such
provision shall state, in lieu of any statement required by such provision
concerning a vote of stockholders, that written consent has been given under
Section 228 of said General Corporation Law and that written notice has been
given as provided in such Section 228.

     2.8. Proxy Representation. Every stockholder may authorize another person
or persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether by waiving notice of any meeting, objecting to
or voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by his
attorney-in-fact. No proxy shall be voted or acted upon after three years from
its date unless such proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and, if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally. The authorization of a proxy may but need
not be limited to specified action, provided, however, that if a proxy limits
its authorization to a meeting or meetings of stockholders, unless otherwise
specifically provided such proxy shall entitle the holder thereof to vote at any
adjourned session but shall not be valid after the final adjournment thereof.

     2.9. Inspectors. The directors or the person presiding at the meeting may,
and shall if required by applicable law, appoint one or more inspectors of
election and any substitute inspectors to act at the meeting or any adjournment
thereof. Each inspector, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting, the inspectors shall make a report in
writing of any challenge, question or matter determined by them and execute a
certificate of any fact found by them.

     2.10. List of Stockholders. The secretary shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at such meeting, arranged in alphabetical order
and showing the address of each stockholder and the number of shares registered
in his name. The stock ledger shall be the only evidence as to who are
stockholders entitled to examine such list or to vote in person or by proxy at
such meeting.


                                      -3-



                          Section 3. BOARD OF DIRECTORS

     3.1. Number. The corporation shall have one or more directors, the number
shall be consistent with applicable law and shall be determined from time to
time by vote of a majority of the directors then in office. No director need be
a stockholder.

     3.2. Tenure. Each director shall hold office until the next annual meeting
and until his successor is elected and qualified, or until he sooner dies,
resigns, is removed or becomes disqualified.

     3.3. Powers. The business and affairs of the corporation shall be managed
by or under the direction of the board of directors who shall have and may
exercise all the powers of the corporation and do all such lawful acts and
things as are not by law, the certificate of incorporation or these by-laws
directed or required to be exercised or done by the stockholders.

     3.4. Vacancies. Vacancies and any newly created directorships resulting
from any increase in the number of directors may be filled by vote of the
holders of the particular class or series of stock entitled to elect such
director at a meeting called for the purpose, or by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director, in
each case elected by the particular class or series of stock entitled to elect
such directors. When one or more directors shall resign from the board,
effective at a future date, a majority of the directors then in office,
including those who have resigned, who were elected by the particular class or
series of stock entitled to elect such resigning director or directors shall
have power to fill such vacancy or vacancies, the vote or action by writing
thereon to take effect when such resignation or resignations shall become
effective. The directors shall have and may exercise all their powers
notwithstanding the existence of one or more vacancies in their number, subject
to any requirements of law or of the certificate of incorporation or of these
by-laws as to the number of directors required for a quorum or for any vote or
other actions.

     3.5. Committees. The board of directors may, by vote of a majority of the
whole board, (a) designate, change the membership of or terminate the existence
of any committee or committees, each committee to consist of one or more of the
directors; (b) designate one or more directors as alternate members of any such
committee who may replace any absent or disqualified member at any meeting of
the committee; and (c) determine the extent to which each such committee shall
have and may exercise the powers of the board of directors in the management of
the business and affairs of the corporation, including the power to authorize
the seal of the corporation to be affixed to all papers which require it and the
power and authority to declare dividends or to authorize the issuance of stock;
excepting, however, such powers which by law, by the certificate of
incorporation or by these by-laws they are prohibited from so delegating. In the
absence or disqualification of any member of such committee and his alternate,
if any, the member or members thereof present at any meeting and not
disqualified from voting, whether or not constituting a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in the
place of any such absent or disqualified member. Except as the board of
directors may otherwise determine, any committee may make rules for the conduct
of its business, but unless otherwise provided by the board or such rules, its
business shall be conducted as nearly as may be in the same manner as is
provided by these by-laws for the conduct of business by the board of directors.
Each committee shall keep regular minutes of its meetings and report the same to
the board of directors upon request.

     3.6. Regular Meetings. Regular meetings of the board of directors may be
held without call or notice at such places within or without the State of
Delaware and at such times as the board may from


                                      -4-



time to time determine, provided that notice of the first regular meeting
following any such determination shall be given to absent directors. A regular
meeting of the directors may be held without call or notice immediately after
and at the same place as the annual meeting of stockholders.

     3.7. Special Meetings. Special meetings of the board of directors may be
held at any time and at any place within or without the state of incorporation
designated in the notice of the meeting, when called by the chairman of the
board, if any, the president, or by one-third or more in number of the
directors, reasonable notice thereof being given to each director by the
secretary or by the chairman of the board, if any, the president or any one of
the directors calling the meeting.

     3.8. Notice. It shall be reasonable and sufficient notice to a director to
send notice by mail or overnight courier at least forty-eight hours or by
telegram at least twenty-four hours before the meeting addressed to him at his
usual or last known business or residence address or to give notice to him in
person or by telephone at least twenty-four hours before the meeting. Notice of
a meeting need not be given to any director if a written waiver of notice,
executed by him before or after the meeting, is filed with the records of the
meeting, or to any director who attends the meeting without protesting prior
thereto or at its commencement the lack of notice to him. Neither notice of a
meeting nor a waiver of a notice need specify the purposes of the meeting.

     3.9. Quorum. Except as may be otherwise provided by law, by the certificate
of incorporation or by these by-laws, at any meeting of the directors a majority
of the directors then in office shall constitute a quorum; a quorum shall not in
any case be less than one-third of the total number of directors constituting
the whole board. Any meeting may be adjourned from time to time by a majority of
the votes cast upon the question, whether or not a quorum is present, and the
meeting may be held as adjourned without further notice.

     3.10. Action by Vote. Except as may be otherwise provided by law, by the
certificate of incorporation or by these by-laws, when a quorum is present at
any meeting the vote of a majority of the directors present shall be the act of
the board of directors.

     3.11. Action Without a Meeting. Any action required or permitted to be
taken at any meeting of the board of directors or a committee thereof may be
taken without a meeting if all the members of the board or of such committee, as
the case may be, consent thereto in writing, and such writing or writings are
filed with the records of the meetings of the board or of such committee. Such
consent shall be treated for all purposes as the act of the board or of such
committee, as the case may be.

     3.12. Participation in Meetings by Conference Telephone. Members of the
board of directors, or any committee designated by such board, may participate
in a meeting of such board or committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other or by any other means permitted by law. Such
participation shall constitute presence in person at such meeting.

     3.13. Compensation. In the discretion of the board of directors, each
director may be paid such fees for his services as director and be reimbursed
for his reasonable expenses incurred in the performance of his duties as
director as the board of directors from time to time may determine. Nothing
contained in this section shall be construed to preclude any director from
serving the corporation in any other capacity and receiving reasonable
compensation therefor.

     3.14. Interested Directors and Officers.


                                      -5-



     (a) No contract or transaction between the corporation and one or more of
its directors or officers, or between the corporation and any other corporation,
partnership, association, or other organization in which one or more of the
corporation's directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the board or committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purpose, if:

          (1) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the board of directors
or the committee, and the board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or

          (2) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or

          (3) The contract or transaction is fair as to the corporation as of
the time it is authorized, approved or ratified, by the board of directors, a
committee thereof, or the stockholders.

     (b) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or of a committee
which authorizes the contract or transaction.

                         Section 4. OFFICERS AND AGENTS

     4.1. Enumeration; Qualification. The officers of the corporation shall be a
president, a treasurer, a secretary and such other officers, if any, as the
board of directors from time to time may in its discretion elect or appoint
including without limitation a chairman of the board, one or more vice
presidents and a controller. The corporation may also have such agents, if any,
as the board of directors from time to time may in its discretion choose. Any
officer may be but none need be a director or stockholder. Any two or more
offices may be held by the same person. Any officer may be required by the board
of directors to secure the faithful performance of his duties to the corporation
by giving bond in such amount and with sureties or otherwise as the board of
directors may determine.

     4.2. Powers. Subject to law, to the certificate of incorporation and to the
other provisions of these by-laws, each officer shall have, in addition to the
duties and powers herein set forth, such duties and powers as are commonly
incident to his office and such additional duties and powers as the board of
directors may from time to time designate.

     4.3. Election. The officers may be elected by the board of directors at
their first meeting following the annual meeting of the stockholders or at any
other time. At any time or from time to time the directors may delegate to any
officer their power to elect or appoint any other officer or any agents.

     4.4. Tenure. Each officer shall hold office until his respective successor
is chosen and qualified unless a shorter period shall have been specified by the
terms of his election or appointment, or in each case until he sooner dies,
resigns, is removed or becomes disqualified. Each agent shall retain his
authority at the pleasure of the directors, or the officer by whom he was
appointed or by the officer who then holds agent appointive power.


                                      -6-



     4.5. Chairman of the Board of Directors, President and Vice President. The
chairman of the board, if any, shall have such duties and powers as shall be
designated from time to time by the board of directors. Unless the board of
directors otherwise specifies, the chairman of the board, or if there is none
the chief executive officer, shall preside, or designate the person who shall
preside, at all meetings of the stockholders and of the board of directors.

     Unless the board of directors otherwise specifies, the president shall be
the chief executive officer and shall have direct charge of all business
operations of the corporation and, subject to the control of the directors,
shall have general charge and supervision of the business of the corporation.

     Any vice presidents shall have such duties and powers as shall be set forth
in these by-laws or as shall be designated from time to time by the board of
directors or by the president.

     4.6. Treasurer and Assistant Treasurers. Unless the board of directors
otherwise specifies, the treasurer shall be in charge of the corporation's funds
and valuable papers, and shall have such other duties and powers as may be
designated from time to time by the board of directors or by the president. If
no controller is elected, the treasurer shall, unless the board of directors
otherwise specifies, also have the duties and powers of the controller. Any
assistant treasurers shall have such duties and powers as shall be designated
from time to time by the board of directors, the president or the treasurer.

     4.7. Controller and Assistant Controllers. If a controller is elected, he
shall, unless the board of directors otherwise specifies, be in charge of its
books of account and accounting records, and of its accounting procedures. He
shall have such other duties and powers as may be designated from time to time
by the board of directors, the president or the treasurer. Any assistant
controller shall have such duties and powers as shall be designated from time to
time by the board of directors, the president, the treasurer or the controller.

     4.8. Secretary and Assistant Secretaries. The secretary shall record all
proceedings of the stockholders, of the board of directors and of committees of
the board of directors in a book or series of books to be kept therefor and
shall file therein all actions by written consent of stockholders or directors.
In the absence of the secretary from any meeting, an assistant secretary, or if
there be none or he is absent, a temporary secretary chosen at the meeting,
shall record the proceedings thereof. Unless a transfer agent has been appointed
the secretary shall keep or cause to be kept the stock and transfer records of
the corporation, which shall contain the names and record addresses of all
stockholders and the number of shares registered in the name of each
stockholder. He shall have such other duties and powers as may from time to time
be designated by the board of directors or the president. Any assistant
secretaries shall have such duties and powers as shall be designated from time
to time by the board of directors, the president or the secretary.


                                      -7-



                      Section 5. RESIGNATIONS AND REMOVALS

     5.1. Any director or officer may resign at any time by delivering his
resignation in writing to the chairman of the board, if any, the president, or
the secretary or to a meeting of the board of directors. Such resignation shall
be effective upon receipt unless specified to be effective at some other time,
and without in either case the necessity of its being accepted unless the
resignation shall so state. A director (including persons elected by
stockholders or directors to fill vacancies in the board) may be removed from
office with or without cause by the vote of the holders of a majority of the
issued and outstanding shares of the particular class or series entitled to vote
in the election of such director. The board of directors may at any time remove
any officer either with or without cause. The board of directors may at any time
terminate or modify the authority of any agent.

                              Section 6. VACANCIES

     6.1. If the office of the president or the treasurer or the secretary
becomes vacant, the directors may elect a successor by vote of a majority of the
directors then in office. If the office of any other officer becomes vacant, any
person or body empowered to elect or appoint that officer may choose a
successor. Each such successor shall hold office for the unexpired term, and in
the case of the president, the treasurer and the secretary until his successor
is chosen and qualified or in each case until he sooner dies, resigns, is
removed or becomes disqualified. Any vacancy of a directorship shall be filled
as specified in Section 3.4 of these by-laws.

                            Section 7. CAPITAL STOCK

     7.1. Stock Certificates. Each stockholder shall be entitled to a
certificate stating the number and the class and the designation of the series,
if any, of the shares held by him, in such form as shall, in conformity to law,
the certificate of incorporation and the by-laws, be prescribed from time to
time by the board of directors. Such certificate shall be signed by the chairman
or vice chairman of the board, or the president or a vice president and by the
treasurer or an assistant treasurer or by the secretary or an assistant
secretary. Any of or all the signatures on the certificate may be a facsimile.
In case an officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed on such certificate shall have ceased to be
such officer, transfer agent, or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such
officer, transfer agent, or registrar at the time of its issue.

     7.2. Loss of Certificates. In the case of the alleged theft, loss,
destruction or mutilation of a certificate of stock, a duplicate certificate may
be issued in place thereof, upon such terms, including receipt of a bond
sufficient to indemnify the corporation against any claim on account thereof, as
the board of directors may prescribe.

                     Section 8. TRANSFER OF SHARES OF STOCK

     8.1. Transfer on Books. Subject to the restrictions, if any, stated or
noted on the stock certificate, shares of stock may be transferred on the books
of the corporation by the surrender to the corporation or its transfer agent of
the certificate therefor properly endorsed or accompanied by a written
assignment and power of attorney properly executed, with necessary transfer
stamps affixed, and with such proof of the authenticity of signature as the
board of directors or the transfer agent of the corporation may reasonably
require. Except as may be otherwise required by law, by the certificate of


                                      -8-



incorporation or by these by-laws, the corporation shall be entitled to treat
the record holder of stock as shown on its books as the owner of such stock for
all purposes, including the payment of dividends and the right to receive notice
and to vote or to give any consent with respect thereto and to be held liable
for such calls and assessments, if any, as may lawfully be made thereon,
regardless of any transfer, pledge or other disposition of such stock until the
shares have been properly transferred on the books of the corporation.

     It shall be the duty of each stockholder to notify the corporation of his
post office address.

     8.2. Record Date. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the board of directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the board of directors, and which record date shall
not be more than sixty nor less than ten days before the date of such meeting.
If no such record date is fixed by the board of directors, the record date for
determining the stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the board of directors may fix a new record date for the adjourned meeting.

     In order that the corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the board of directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the board of directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the board of directors. If no
such record date has been fixed by the board of directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the board of directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation by delivery to its registered office in the state of incorporation
hand or certified or registered mail, return receipt requested, to its principal
place of business or to an officer or agent of the corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. If no
record date has been fixed by the board of directors and prior action by the
board of directors is required by applicable law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
board of directors adopts the resolution taking such prior action.

     In order that the corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or to exercise any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the board of directors may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be not
more than sixty days prior to such payment, exercise or other action. If no such
record date is fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.

                            Section 9. CORPORATE SEAL


                                      -9-



     9.1. Subject to alteration by the directors, the seal of the corporation
shall consist of a flat-faced circular die with the word "Delaware" and the name
of the corporation cut or engraved thereon, together with such other words,
dates or images as may be approved from time to time by the directors.

                         Section 10. EXECUTION OF PAPERS

     10.1. Except as the board of directors may generally or in particular cases
authorize the execution thereof in some other manner, all deeds, leases,
transfers, contracts, bonds, notes, checks, drafts or other obligations made,
accepted or endorsed by the corporation shall be signed by the chairman of the
board, if any, the president, a vice president or the treasurer.

                             Section 11. FISCAL YEAR

     11.1. The fiscal year of the corporation shall end on the 31st of December.

                             Section 12. AMENDMENTS

     12.1. These by-laws may be adopted, amended or repealed by vote of a
majority of the directors then in office or by vote of a majority of the stock
outstanding and entitled to vote. Any by-law, whether adopted, amended or
repealed by the stockholders or directors, may be amended or reinstated by the
stockholders or the directors.


                                      -10-

EX-3.32

                                                                    Exhibit 3.32

                    CERTIFICATE OF CHANGE OF REGISTERED AGENT

                                       AND

                                REGISTERED OFFICE

                                    * * * * *

      American Medical Response of Illinois, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

      The present registered agent of the corporation is Corporation Service
Company and the present registered office of the corporation is in the county of
New Castle.

      The Board of Directors of American Medical Response of Illinois, Inc.,
adopted the following resolution on the 1st day of September, 1996.

      Resolved, that the registered office of American Medical Response of
Illinois, Inc. in the state of Delaware be and it hereby is changed to
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle, and the authorization of the present registered agent of this
corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST
COMPANY, shall be and is hereby constituted and appointed the registered agent
of this corporation at the address of its registered office.

IN WITNESS WHEREOF, American Medical Response of Illinois, Inc. has caused this
statement to be signed by William George, its Vice President this 1st day of
September, 1996.

                                                     By: /s/ William George
                                                         -----------------------
                                                         William George
                                                         Vice President



                              CERTIFICATE OF MERGER

                                       OF

                              MVA ACQUISITION, INC.

                                      INTO

                            AMERICAN MEDICAL RESPONSE

                                OF ILLINOIS, INC.

      (Pursuant to Section 251 of the General Corporation Law of Delaware)

      American Medical Response of Illinois, Inc., DOES HEREBY CERTIFY:

      FIRST: That the names and states of incorporation of each of the
constituent corporations of the merger are as follows:



           NAME                                     STATE OF INCORPORATION
                                                 
American Medical Response                                  Delaware
    of Illinois, Inc.

MVA Acquisition, Inc.                                      Delaware


      SECOND: That an agreement of merger between the parties to the merger has
been approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with requirements of Section 251 of the
General Corporation Law of the State of Delaware.

      THIRD: The surviving corporation of the merger is American Medical
Response of Illinois, Inc., a Delaware corporation.

      FOURTH: That the Certificate of Incorporation of American Medical Response
of Illinois, Inc. shall continue unaffected and unimpaired by the merger and
shall continue as the Certificate of Incorporation of the surviving corporation.



      FIFTH: That the executed agreement of merger is on file at the principal
executive office of the surviving corporation. The address of said principal
executive office is 555 High Grove Boulevard, Glendale Heights, Illinois 60139.

      SIXTH: That a copy of the agreement of merger will be furnished on request
and without cost to any stockholder of any constituent corporation.

      IN WITNESS WHEREOF, American Medical Response of Illinois, Inc. has caused
this Certificate to be signed by Mark Vandenberg, its President, and attested by
Ronald M. Levenson, its Assistant Secretary, this 31 day of August, 1995.

                                       By: /s/ Mark Vandenberg
                                           -------------------------------------
                                                   President

                                       ATTEST: /s/ Ronald Levenson
                                               ---------------------------------
                                                   Assistant Secretary



                              CERTIFICATE OF MERGER

                                       OF

                            AMSERV ACQUISITION, INC.

                                      INTO

                            AMERICAN MEDICAL RESPONSE
                                OF ILLINOIS, INC.

(Pursuant to Section 251 of the General Corporation Law of Delaware)

      American Medical Response of Illinois, Inc., DOES HEREBY CERTIFY:

      FIRST: That the names and states of incorporation of each of the
constituent corporations of the merger are as follows:



           NAME                                     STATE OF INCORPORATION
                                                 
American Medical Response                                  Delaware
    of Illinois, Inc.

Amserv Acquisition, Inc.                                   Delaware


      SECOND: That an agreement of merger between the parties to the merger has
been approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with requirements of Section 251 of the
General Corporation Law of the State of Delaware.

      THIRD: The surviving corporation of the merger is American Medical
Response of Illinois, Inc., a Delaware corporation.

      FOURTH: That the Certificate of Incorporation of American Medical Response
of Illinois, Inc. shall continue unaffected and unimpaired by the merger and
shall continue as the Certificate of Incorporation of the surviving corporation.



      FIFTH: That the executed agreement of merger is on file at the principal
executive offices of the surviving corporation. The address of said principal
executive offices is 555 High Grove Boulevard, Glendale Heights, Illinois 60139.

      SIXTH: That a copy of the agreement of merger will be furnished on request
and without cost to any stockholder of any constituent corporation.

      IN WITNESS WHEREOF, American Medical Response of Illinois, Inc., has
caused this Certificate to be signed by Dominic J. Puopolo, its President and
attested by Ronald Levenson, its Assistant Secretary, this 3rd day of March,
1995.

                                             By: /s/ Dominic J. Puopolo
                                                 -------------------------------
                                                       President

                                             ATTEST: /s/ Ronald Levenson
                                                     ---------------------------
                                                     Assistant Secretary



                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                     AMERICAN MEDICAL RESPONSE CENTRAL, INC.

      American Medical Response Central, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

      FIRST: That the Board of Directors of said corporation has adopted by
written consent the following resolution:

RESOLVED:   That it is advisable and in the best interest of this Corporation
            that Article 1 of the Certificate of Incorporation of this
            Corporation be amended to read in its entirety as follows:

            "1.   The name of this corporation is American Medical Response of
                  Illinois, Inc."

      SECOND: That said amendment has been consented to and authorized by the
holder of a majority of the issued and outstanding stock entitled to vote by
written consent given in accordance with the provisions of Section 228 of the
General Corporation Law of the State of Delaware.

      THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Section 242 and 218 of the General Corporation Law
of the State of Delaware.

      IN WITNESS WHEREOF, said corporation has caused this Certificate to be
signed by Dominic J. Puopolo, its President, and attested by Ronald M. Levenson,
its Assistant Secretary, this 20 day of October, 1994.

                                                 /s/ Dominic J. Puopolo
                                        ----------------------------------------
                                        President

                                        Attested by: /s/ Ronald M. Levenson
                                                     ---------------------------
                                        Assistant Secretary



                          CERTIFICATE OF INCORPORATION

                                       OF

                     AMERICAN MEDICAL RESPONSE CENTRAL, INC.

      1. The name of this corporation is American Medical Response Central, Inc.

      2. The registered office of this corporation in the State of Delaware is
located at 1013 Centre Road, in the City of Wilmington, County of New Castle.
The name of its registered agent at such address is Corporation Service Company.

      3. The purpose of this corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

      4. The total number of shares of stock that this corporation shall have
authority to issue is 3,000 shares of Common Stock, $.01 par value per share.
Each share of Common Stock shall be entitled to one vote.

      5. The name and mailing address of the incorporator is: William George,
One International Place, Boston, MA 02110-2624.

      6. Except as provided to the contrary in the provisions establishing a
class or series of stock, the amount of the authorized stock of this corporation
of any class or classes may be increased or decreased by the affirmative vote of
the holders of a majority of the stock of this corporation entitled to vote.

      7. The election of directors need not be by ballot unless the by-laws
shall so require.

      8. In furtherance and not in limitation of the power conferred upon the
board of directors by law, the board of directors shall have power to make,
adopt, alter, amend and repeal from time to time by-laws of this corporation,
subject to the right of the stockholders entitled to vote with respect thereto
to alter and repeal by-laws made by the board of directors.

      9. A director of this corporation shall not be liable to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent that exculpation from liability is not permitted
under the General Corporation Law of the State of Delaware as in effect at the
time such liability is determined. No amendment or repeal of this paragraph 9
shall apply to or have any effect on the liability or alleged liability of any
director of the corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal.

      10. This corporation shall, to the maximum extent permitted from time to
time under the law of the State of Delaware, indemnify and upon request shall
advance expenses to any person who is or was a party or is threatened to be made
a party to any threatened, pending or completed action, suit, proceeding or
claim, whether civil, criminal, administrative or



investigative, by reason of the fact that such person is or was or has agreed to
be a director or officer of this corporation or while a director or officer is
or was serving at the request of this corporation as a director, officer,
partner, trustee, employee or agent of any corporation, partnership, joint
venture, trust or other enterprise, including service with respect to employee
benefit plans, against expenses (including attorney's fees and expenses),
judgments, fines, penalties and amounts paid in settlement incurred in
connection with the investigation, preparation to defend or defense of such
action, suit, proceeding or claim; provided, however, that the foregoing shall
not require this corporation to indemnify or advance expenses to any person in
connection with any action, suit, proceeding, claim or counterclaim initiated by
or on behalf of such person. Such indemnification shall not be exclusive of
other indemnification rights arising under any by-law, agreement, vote of
directors or stockholders or otherwise and shall inure to the benefit of the
heirs and legal representatives of such person. Any person seeking
indemnification under this paragraph 10 shall be deemed to have met the standard
of conduct required for such indemnification unless the contrary shall be
established. Any repeal or modification of the foregoing provisions of this
paragraph 10 shall not adversely affect any right or protection of a director or
officer of this corporation with respect to any acts or omissions of such
director or officer occurring prior to such repeal or modification.

      11. The books of this corporation may (subject to any statutory
requirements) be kept outside the State of Delaware as may be designated by the
board of directors or in the by-laws of this corporation.

      12. If at any time this corporation shall have a class of stock registered
pursuant to the provisions of the Securities Exchange Act of 1934, for so long
as such class is so registered, any action by the stockholders of such class
must be taken at an annual or special meeting of stockholders and may not be
taken by written consent.



      THE UNDERSIGNED, the sole incorporator named above, hereby certifies that
the facts stated above are true as of this 28th day of September, 1994.

                                                         /s/ William George
                                                    ----------------------------
                                                    William George, Incorporator

EX-3.33

                                                                    Exhibit 3.33

                                     BY-LAWS

                                       OF

                               THE SUBSIDIARIES OF

                         AMERICAN MEDICAL RESPONSE, INC.

                  Section 1. LAW, CERTIFICATE OF INCORPORATION
                                   AND BY-LAWS

     1.1. These by-laws are subject to the certificate of incorporation of the
corporation. In these by-laws, references to law, the certificate of
incorporation and by-laws mean the law, the provisions of the certificate of
incorporation and the by-laws as from time to time in effect.

                             Section 2. STOCKHOLDERS

     2.1. Annual Meeting. The annual meeting of stockholders shall be held at
10:00 am on the second Tuesday in May in each year, unless that day be a legal
holiday at the place where the meeting is to be held, in which case the meeting
shall be held at the same hour on the next succeeding day not a legal holiday,
or at such other date and time as shall be designated from time to time by the
board of directors and stated in the notice of the meeting, at which they shall
elect a board of directors and transact such other business as may be required
by law or these by-laws or as may properly come before the meeting.

     2.2. Special Meetings. A special meeting of the stockholders may be called
at any time by the chairman of the board, if any, the president or the board of
directors. A special meeting of the stockholders shall be called by the
secretary, or in the case of the death, absence, incapacity or refusal of the
secretary, by an assistant secretary or some other officer, upon application of
a majority of the directors. Any such application shall state the purpose or
purposes of the proposed meeting. Any such call shall state the place, date,
hour, and purposes of the meeting.

     2.3. Place of Meeting. All meetings of the stockholders for the election of
directors or for any other purpose shall be held at such place within or without
the state of incorporation as may be determined from time to time by the
chairman of the board, if any, the president or the board of directors. Any
adjourned session of any meeting of the stockholders shall be held at the place
designated in the vote of adjournment.

     2.4. Notice of Meetings. Except as otherwise provided by law, a written
notice of each meeting of stockholders stating the place, day and hour thereof
and, in the case of a special meeting, the purposes for which the meeting is
called, shall be given not less then ten nor more than sixty days before the
meeting, to each stockholder entitled to vote thereat, and to each stockholder
who, by law, by the certificate of incorporation or by these by-laws, is
entitled to notice, by leaving such notice with him or at his residence or usual
place of business, or by depositing it in the United States mail, postage
prepaid, and addressed to such stockholder at his address as it appears in the
records of the corporation. Such



notice shall be given by the secretary, or by an officer or person designated by
the board of directors, or in the case of a special meeting by the officer
calling the meeting. As to any adjourned session of any meeting of stockholders,
notice of the adjourned meeting need not be given if the time and place thereof
are announced at the meeting at which the adjournment was taken except that if
the adjournment is for more than thirty days or if after the adjournment a new
record date is set for the adjourned session, notice of any such adjourned
session of the meeting shall be given in the manner heretofore described. No
notice of any meeting of stockholders or any adjourned session thereof need be
given to a stockholder if a written waiver of notice, executed before or after
the meeting or such adjourned session by such stockholder, is filed with the
records of the meeting or if the stockholder attends such meeting without
objecting at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any meeting of the stockholders or any
adjourned session thereof need be specified in any written waiver of notice.

     2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as
to any matter shall consist of a majority of the votes entitled to be cast on
the matter, except where a larger quorum is required by law, by the certificate
of incorporation or by these by-laws. Any meeting may be adjourned from time to
time by a majority of the votes properly cast upon the question, whether or not
a quorum is present. If a quorum is present at an original meeting, a quorum
need not be present at an adjourned session of that meeting. Shares of its own
stock belonging to the corporation or to another corporation, if a majority of
the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the corporation, shall neither
be entitled to vote nor be counted for quorum purposes; provided, however, that
the foregoing shall not limit the right of any corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

     2.6. Action by Vote. When a quorum is present at any meeting, a plurality
of the votes properly cast for election to any office shall elect to such office
and a majority of the votes properly cast upon any question other than an
election to an office shall decide the question, except when a larger vote is
required by law, by the certificate of incorporation or by these by-laws. No
ballot shall be required for any election unless requested by a stockholder
present or represented at the meeting and entitled to vote in the election.

     2.7. Action without Meetings. Unless otherwise provided in the certificate
of incorporation, any action required or permitted to be taken by stockholders
for or in connection with any corporate action may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the corporation by
delivery to its registered office in the state of incorporation by hand or
certified or registered mail, return receipt requested, to its principal place
of business or to an officer or agent of the corporation having custody of the
book in which proceedings of meetings of stockholders are recorded. No written
consent shall be effective to take the corporate action referred to therein
unless written consents signed by a number of stockholders sufficient to take
such action are delivered to the corporation in the manner specified in this
paragraph within sixty days of the earliest dated consent so delivered.

     If action is taken by consent of stockholders and in accordance with the
foregoing, there shall be filed with the records of the meetings of stockholders
the writing or writings comprising such consent.


                                      -2-



     If action is taken by less than unanimous consent of stockholders, prompt
notice of the taking of such action without a meeting shall be given to those
who have not consented in writing and a certificate signed and attested to by
the secretary that such notice was given shall be filed with the records of the
meetings of stockholders.

     In the event that the action which is consented to is such as would have
required the filing of a certificate under any provision of the General
Corporation Law of the State of Delaware, if such action had been voted upon by
the stockholders at a meeting thereof, the certificate filed under such
provision shall state, in lieu of any statement required by such provision
concerning a vote of stockholders, that written consent has been given under
Section 228 of said General Corporation Law and that written notice has been
given as provided in such Section 228.

     2.8. Proxy Representation. Every stockholder may authorize another person
or persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether by waiving notice of any meeting, objecting to
or voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by his
attorney-in-fact. No proxy shall be voted or acted upon after three years from
its date unless such proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and, if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally. The authorization of a proxy may but need
not be limited to specified action, provided, however, that if a proxy limits
its authorization to a meeting or meetings of stockholders, unless otherwise
specifically provided such proxy shall entitle the holder thereof to vote at any
adjourned session but shall not be valid after the final adjournment thereof.

     2.9. Inspectors. The directors or the person presiding at the meeting may,
and shall if required by applicable law, appoint one or more inspectors of
election and any substitute inspectors to act at the meeting or any adjournment
thereof. Each inspector, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting, the inspectors shall make a report in
writing of any challenge, question or matter determined by them and execute a
certificate of any fact found by them.

     2.10. List of Stockholders. The secretary shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at such meeting, arranged in alphabetical order
and showing the address of each stockholder and the number of shares registered
in his name. The stock ledger shall be the only evidence as to who are
stockholders entitled to examine such list or to vote in person or by proxy at
such meeting.


                                      -3-



                          Section 3. BOARD OF DIRECTORS

     3.1. Number. The corporation shall have one or more directors, the number
shall be consistent with applicable law and shall be determined from time to
time by vote of a majority of the directors then in office. No director need be
a stockholder.

     3.2. Tenure. Each director shall hold office until the next annual meeting
and until his successor is elected and qualified, or until he sooner dies,
resigns, is removed or becomes disqualified.

     3.3. Powers. The business and affairs of the corporation shall be managed
by or under the direction of the board of directors who shall have and may
exercise all the powers of the corporation and do all such lawful acts and
things as are not by law, the certificate of incorporation or these by-laws
directed or required to be exercised or done by the stockholders.

     3.4. Vacancies. Vacancies and any newly created directorships resulting
from any increase in the number of directors may be filled by vote of the
holders of the particular class or series of stock entitled to elect such
director at a meeting called for the purpose, or by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director, in
each case elected by the particular class or series of stock entitled to elect
such directors. When one or more directors shall resign from the board,
effective at a future date, a majority of the directors then in office,
including those who have resigned, who were elected by the particular class or
series of stock entitled to elect such resigning director or directors shall
have power to fill such vacancy or vacancies, the vote or action by writing
thereon to take effect when such resignation or resignations shall become
effective. The directors shall have and may exercise all their powers
notwithstanding the existence of one or more vacancies in their number, subject
to any requirements of law or of the certificate of incorporation or of these
by-laws as to the number of directors required for a quorum or for any vote or
other actions.

     3.5. Committees. The board of directors may, by vote of a majority of the
whole board, (a) designate, change the membership of or terminate the existence
of any committee or committees, each committee to consist of one or more of the
directors; (b) designate one or more directors as alternate members of any such
committee who may replace any absent or disqualified member at any meeting of
the committee; and (c) determine the extent to which each such committee shall
have and may exercise the powers of the board of directors in the management of
the business and affairs of the corporation, including the power to authorize
the seal of the corporation to be affixed to all papers which require it and the
power and authority to declare dividends or to authorize the issuance of stock;
excepting, however, such powers which by law, by the certificate of
incorporation or by these by-laws they are prohibited from so delegating. In the
absence or disqualification of any member of such committee and his alternate,
if any, the member or members thereof present at any meeting and not
disqualified from voting, whether or not constituting a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in the
place of any such absent or disqualified member. Except as the board of
directors may otherwise determine, any committee may make rules for the conduct
of its business, but unless otherwise provided by the board or such rules, its
business shall be conducted as nearly as may be in the same manner as is
provided by these by-laws for the conduct of business by the board of directors.
Each committee shall keep regular minutes of its meetings and report the same to
the board of directors upon request.

     3.6. Regular Meetings. Regular meetings of the board of directors may be
held without call or notice at such places within or without the State of
Delaware and at such times as the board may from


                                      -4-



time to time determine, provided that notice of the first regular meeting
following any such determination shall be given to absent directors. A regular
meeting of the directors may be held without call or notice immediately after
and at the same place as the annual meeting of stockholders.

     3.7. Special Meetings. Special meetings of the board of directors may be
held at any time and at any place within or without the state of incorporation
designated in the notice of the meeting, when called by the chairman of the
board, if any, the president, or by one-third or more in number of the
directors, reasonable notice thereof being given to each director by the
secretary or by the chairman of the board, if any, the president or any one of
the directors calling the meeting.

     3.8. Notice. It shall be reasonable and sufficient notice to a director to
send notice by mail or overnight courier at least forty-eight hours or by
telegram at least twenty-four hours before the meeting addressed to him at his
usual or last known business or residence address or to give notice to him in
person or by telephone at least twenty-four hours before the meeting. Notice of
a meeting need not be given to any director if a written waiver of notice,
executed by him before or after the meeting, is filed with the records of the
meeting, or to any director who attends the meeting without protesting prior
thereto or at its commencement the lack of notice to him. Neither notice of a
meeting nor a waiver of a notice need specify the purposes of the meeting.

     3.9. Quorum. Except as may be otherwise provided by law, by the certificate
of incorporation or by these by-laws, at any meeting of the directors a majority
of the directors then in office shall constitute a quorum; a quorum shall not in
any case be less than one-third of the total number of directors constituting
the whole board. Any meeting may be adjourned from time to time by a majority of
the votes cast upon the question, whether or not a quorum is present, and the
meeting may be held as adjourned without further notice.

     3.10. Action by Vote. Except as may be otherwise provided by law, by the
certificate of incorporation or by these by-laws, when a quorum is present at
any meeting the vote of a majority of the directors present shall be the act of
the board of directors.

     3.11. Action Without a Meeting. Any action required or permitted to be
taken at any meeting of the board of directors or a committee thereof may be
taken without a meeting if all the members of the board or of such committee, as
the case may be, consent thereto in writing, and such writing or writings are
filed with the records of the meetings of the board or of such committee. Such
consent shall be treated for all purposes as the act of the board or of such
committee, as the case may be.

     3.12. Participation in Meetings by Conference Telephone. Members of the
board of directors, or any committee designated by such board, may participate
in a meeting of such board or committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other or by any other means permitted by law. Such
participation shall constitute presence in person at such meeting.

     3.13. Compensation. In the discretion of the board of directors, each
director may be paid such fees for his services as director and be reimbursed
for his reasonable expenses incurred in the performance of his duties as
director as the board of directors from time to time may determine. Nothing
contained in this section shall be construed to preclude any director from
serving the corporation in any other capacity and receiving reasonable
compensation therefor.

     3.14. Interested Directors and Officers.


                                      -5-



     (a) No contract or transaction between the corporation and one or more of
its directors or officers, or between the corporation and any other corporation,
partnership, association, or other organization in which one or more of the
corporation's directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the board or committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purpose, if:

          (1) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the board of directors
or the committee, and the board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or

          (2) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or

          (3) The contract or transaction is fair as to the corporation as of
the time it is authorized, approved or ratified, by the board of directors, a
committee thereof, or the stockholders.

     (b) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or of a committee
which authorizes the contract or transaction.

                         Section 4. OFFICERS AND AGENTS

     4.1. Enumeration; Qualification. The officers of the corporation shall be a
president, a treasurer, a secretary and such other officers, if any, as the
board of directors from time to time may in its discretion elect or appoint
including without limitation a chairman of the board, one or more vice
presidents and a controller. The corporation may also have such agents, if any,
as the board of directors from time to time may in its discretion choose. Any
officer may be but none need be a director or stockholder. Any two or more
offices may be held by the same person. Any officer may be required by the board
of directors to secure the faithful performance of his duties to the corporation
by giving bond in such amount and with sureties or otherwise as the board of
directors may determine.

     4.2. Powers. Subject to law, to the certificate of incorporation and to the
other provisions of these by-laws, each officer shall have, in addition to the
duties and powers herein set forth, such duties and powers as are commonly
incident to his office and such additional duties and powers as the board of
directors may from time to time designate.

     4.3. Election. The officers may be elected by the board of directors at
their first meeting following the annual meeting of the stockholders or at any
other time. At any time or from time to time the directors may delegate to any
officer their power to elect or appoint any other officer or any agents.

     4.4. Tenure. Each officer shall hold office until his respective successor
is chosen and qualified unless a shorter period shall have been specified by the
terms of his election or appointment, or in each case until he sooner dies,
resigns, is removed or becomes disqualified. Each agent shall retain his
authority at the pleasure of the directors, or the officer by whom he was
appointed or by the officer who then holds agent appointive power.


                                      -6-



     4.5. Chairman of the Board of Directors, President and Vice President. The
chairman of the board, if any, shall have such duties and powers as shall be
designated from time to time by the board of directors. Unless the board of
directors otherwise specifies, the chairman of the board, or if there is none
the chief executive officer, shall preside, or designate the person who shall
preside, at all meetings of the stockholders and of the board of directors.

     Unless the board of directors otherwise specifies, the president shall be
the chief executive officer and shall have direct charge of all business
operations of the corporation and, subject to the control of the directors,
shall have general charge and supervision of the business of the corporation.

     Any vice presidents shall have such duties and powers as shall be set forth
in these by-laws or as shall be designated from time to time by the board of
directors or by the president.

     4.6. Treasurer and Assistant Treasurers. Unless the board of directors
otherwise specifies, the treasurer shall be in charge of the corporation's funds
and valuable papers, and shall have such other duties and powers as may be
designated from time to time by the board of directors or by the president. If
no controller is elected, the treasurer shall, unless the board of directors
otherwise specifies, also have the duties and powers of the controller. Any
assistant treasurers shall have such duties and powers as shall be designated
from time to time by the board of directors, the president or the treasurer.

     4.7. Controller and Assistant Controllers. If a controller is elected, he
shall, unless the board of directors otherwise specifies, be in charge of its
books of account and accounting records, and of its accounting procedures. He
shall have such other duties and powers as may be designated from time to time
by the board of directors, the president or the treasurer. Any assistant
controller shall have such duties and powers as shall be designated from time to
time by the board of directors, the president, the treasurer or the controller.

     4.8. Secretary and Assistant Secretaries. The secretary shall record all
proceedings of the stockholders, of the board of directors and of committees of
the board of directors in a book or series of books to be kept therefor and
shall file therein all actions by written consent of stockholders or directors.
In the absence of the secretary from any meeting, an assistant secretary, or if
there be none or he is absent, a temporary secretary chosen at the meeting,
shall record the proceedings thereof. Unless a transfer agent has been appointed
the secretary shall keep or cause to be kept the stock and transfer records of
the corporation, which shall contain the names and record addresses of all
stockholders and the number of shares registered in the name of each
stockholder. He shall have such other duties and powers as may from time to time
be designated by the board of directors or the president. Any assistant
secretaries shall have such duties and powers as shall be designated from time
to time by the board of directors, the president or the secretary.


                                      -7-



                      Section 5. RESIGNATIONS AND REMOVALS

     5.1. Any director or officer may resign at any time by delivering his
resignation in writing to the chairman of the board, if any, the president, or
the secretary or to a meeting of the board of directors. Such resignation shall
be effective upon receipt unless specified to be effective at some other time,
and without in either case the necessity of its being accepted unless the
resignation shall so state. A director (including persons elected by
stockholders or directors to fill vacancies in the board) may be removed from
office with or without cause by the vote of the holders of a majority of the
issued and outstanding shares of the particular class or series entitled to vote
in the election of such director. The board of directors may at any time remove
any officer either with or without cause. The board of directors may at any time
terminate or modify the authority of any agent.

                              Section 6. VACANCIES

     6.1. If the office of the president or the treasurer or the secretary
becomes vacant, the directors may elect a successor by vote of a majority of the
directors then in office. If the office of any other officer becomes vacant, any
person or body empowered to elect or appoint that officer may choose a
successor. Each such successor shall hold office for the unexpired term, and in
the case of the president, the treasurer and the secretary until his successor
is chosen and qualified or in each case until he sooner dies, resigns, is
removed or becomes disqualified. Any vacancy of a directorship shall be filled
as specified in Section 3.4 of these by-laws.

                            Section 7. CAPITAL STOCK

     7.1. Stock Certificates. Each stockholder shall be entitled to a
certificate stating the number and the class and the designation of the series,
if any, of the shares held by him, in such form as shall, in conformity to law,
the certificate of incorporation and the by-laws, be prescribed from time to
time by the board of directors. Such certificate shall be signed by the chairman
or vice chairman of the board, or the president or a vice president and by the
treasurer or an assistant treasurer or by the secretary or an assistant
secretary. Any of or all the signatures on the certificate may be a facsimile.
In case an officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed on such certificate shall have ceased to be
such officer, transfer agent, or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such
officer, transfer agent, or registrar at the time of its issue.

     7.2. Loss of Certificates. In the case of the alleged theft, loss,
destruction or mutilation of a certificate of stock, a duplicate certificate may
be issued in place thereof, upon such terms, including receipt of a bond
sufficient to indemnify the corporation against any claim on account thereof, as
the board of directors may prescribe.

                     Section 8. TRANSFER OF SHARES OF STOCK

     8.1. Transfer on Books. Subject to the restrictions, if any, stated or
noted on the stock certificate, shares of stock may be transferred on the books
of the corporation by the surrender to the corporation or its transfer agent of
the certificate therefor properly endorsed or accompanied by a written
assignment and power of attorney properly executed, with necessary transfer
stamps affixed, and with such proof of the authenticity of signature as the
board of directors or the transfer agent of the corporation may reasonably
require. Except as may be otherwise required by law, by the certificate of


                                      -8-



incorporation or by these by-laws, the corporation shall be entitled to treat
the record holder of stock as shown on its books as the owner of such stock for
all purposes, including the payment of dividends and the right to receive notice
and to vote or to give any consent with respect thereto and to be held liable
for such calls and assessments, if any, as may lawfully be made thereon,
regardless of any transfer, pledge or other disposition of such stock until the
shares have been properly transferred on the books of the corporation.

     It shall be the duty of each stockholder to notify the corporation of his
post office address.

     8.2. Record Date. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the board of directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the board of directors, and which record date shall
not be more than sixty nor less than ten days before the date of such meeting.
If no such record date is fixed by the board of directors, the record date for
determining the stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the board of directors may fix a new record date for the adjourned meeting.

     In order that the corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the board of directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the board of directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the board of directors. If no
such record date has been fixed by the board of directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the board of directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation by delivery to its registered office in the state of incorporation
hand or certified or registered mail, return receipt requested, to its principal
place of business or to an officer or agent of the corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. If no
record date has been fixed by the board of directors and prior action by the
board of directors is required by applicable law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
board of directors adopts the resolution taking such prior action.

     In order that the corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or to exercise any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the board of directors may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be not
more than sixty days prior to such payment, exercise or other action. If no such
record date is fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.

                            Section 9. CORPORATE SEAL


                                      -9-



     9.1. Subject to alteration by the directors, the seal of the corporation
shall consist of a flat-faced circular die with the word "Delaware" and the name
of the corporation cut or engraved thereon, together with such other words,
dates or images as may be approved from time to time by the directors.

                         Section 10. EXECUTION OF PAPERS

     10.1. Except as the board of directors may generally or in particular cases
authorize the execution thereof in some other manner, all deeds, leases,
transfers, contracts, bonds, notes, checks, drafts or other obligations made,
accepted or endorsed by the corporation shall be signed by the chairman of the
board, if any, the president, a vice president or the treasurer.

                             Section 11. FISCAL YEAR

     11.1. The fiscal year of the corporation shall end on the 31st of December.

                             Section 12. AMENDMENTS

     12.1. These by-laws may be adopted, amended or repealed by vote of a
majority of the directors then in office or by vote of a majority of the stock
outstanding and entitled to vote. Any by-law, whether adopted, amended or
repealed by the stockholders or directors, may be amended or reinstated by the
stockholders or the directors.


                                      -10-

EX-3.34

                                                                    Exhibit 3.34

                   CERTIFICATE OF CHANGE OF REGISTERED AGENT

                                       AND

                                REGISTERED OFFICE

                                    * * * * *

     American Medical Response of Tennessee, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

     The present registered agent of the corporation is Corporation Service
Company and the present registered office of the corporation is in the county of
New Castle.

     The Board of Directors of American Medical Response of Tennessee, Inc.
adopted the following resolution on the 1st day of September, 1996.

          Resolved, that the registered office of 1013 Centre Road, Wilmington,
     DE 19805 in the state of Delaware be and it hereby is changed to
     Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
     County of New Castle, and the authorization of the present registered agent
     of this corporation be and the same is hereby withdrawn, and THE
     CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed
     the registered agent of this corporation at the address of its registered
     office.

     IN WITNESS WHEREOF, American Medical Response of Tennessee, Inc. has caused
this statement to be signed by William George, its Vice President,* this 1st day
of September, 1996.


                                        /s/ William George
                                        ----------------------------------------
                                        William George, Vice President
                                                    (Title)
- ----------
*    Any authorized officer or the chairman or Vice-Chairman of the Board of
     Directors may execute this certificate.



                          CERTIFICATE OF INCORPORATION

                                       OF

                  AMERICAN MEDICAL RESPONSE OF TENNESSEE, INC.

     1. The name of this corporation is American Medical Response of Tennessee,
Inc.

     2. The registered office of this corporation in the State of Delaware is
located at 1013 Centre Road, in the City of Wilmington, County of New Castle.
The name of its registered agent at such address is Corporation Service Company.

     3. The purpose of this corporation is to engage in any, lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

     4. The total number of shares of stock that this corporation shall have
authority to issue is 3,000 shares of Common Stock, $.01 par value per share.
Each share of Common Stock shall be entitled to one vote.

     5. The name and mailing address of the incorporator is: Joshua T. Gaines,
Ropes & Gray, One International Place, Boston, Massachusetts 02110.

     6. Except as otherwise provided in the provisions establishing a class of
stock, the number of authorized shares of any class of stock may be increased or
decreased (but not below the number of shares thereof then outstanding) by the
affirmative vote of the holders of a majority of the voting power of the
corporation entitled to vote irrespective of the provisions of Section 242(b)(2)
of the General Corporation Law of the State of Delaware.

     7. The election of directors need not be by written ballot unless the
by-laws shall so require.

     8. In furtherance and not in limitation of the power conferred upon the
board of directors by law, the board of directors shall have power to make,
adopt, alter, amend and repeal from time to time by-laws of this corporation,
subject to the right of the stockholders entitled to vote with respect thereto
to alter and repeal by-laws made by the board of directors.

     9. A director of this corporation shall not be liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent that exculpation from liability is not permitted
under the General Corporation Law of the State of Delaware as in effect at the
time such liability is determined. No amendment or repeal of this paragraph 9
shall apply to or have any effect on the liability or alleged liability of any
director of the corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal.

     10. This corporation shall, to the maximum extent permitted from time to
time under the law of the State of Delaware, indemnify and upon request advance
expenses to any person



who is or was a party or is threatened to be made a party to any threatened,
pending or completed action, suit, proceeding or claim, whether civil, criminal,
administrative or investigative, by reason of the fact that such person is or
was or has agreed to be a director or officer of this corporation or while a
director or officer is or was serving at the request of this corporation as a
director, officer, partner, trustee, employee or agent of any corporation,
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, against expenses (including attorney's fees
and expenses), judgments, fines, penalties and amounts paid in settlement
incurred (and not otherwise recovered) in connection with the investigation,
preparation to defend or defense of such action, suit, proceeding or claim;
provided, however, that the foregoing shall not require this corporation to
indemnify or advance expenses to any person in connection with any action, suit,
proceeding, claim or counterclaim initiated by or on behalf of such person. Such
indemnification shall not be exclusive of other indemnification rights arising
under any by-law, agreement, vote of directors or stockholders or otherwise and
shall inure to the benefit of the heirs and legal representatives of such
person. Any person seeking indemnification under this paragraph 10 shall be
deemed to have met the standard of conduct required for such indemnification
unless the contrary shall be established. Any repeal or modification of the
foregoing provisions of this paragraph 10 shall not adversely affect any right
or protection of a director or officer of this corporation with respect to any
acts or omissions of such director or officer occurring prior to such repeal or
modification.

     11. The books of this corporation may (subject to any statutory
requirements) be kept outside the State of Delaware as may be designated by the
board of directors or in the by-laws of this corporation.

     12. If at any time this corporation shall have a class of stock registered
pursuant to the provisions of the Securities Exchange Act of 1934, for so long
as such class is so registered, any action by the stockholders of such class
must be taken at an annual or special meeting of stockholders and may not be
taken by written consent.


                                        3



     THE UNDERSIGNED, the sole incorporator named above, hereby certifies that
the facts stated above are true as of this 6th day of June, 1996.


                                        /s/ Joshua T. Gaines
                                        ----------------------------------------
                                        Joshua T. Gaines
                                        Sole Incorporator


                                        4

EX-3.35

                                                                    Exhibit 3.35

                                     BY-LAWS

                                       OF

                               THE SUBSIDIARIES OF

                         AMERICAN MEDICAL RESPONSE, INC.

                  Section 1. LAW, CERTIFICATE OF INCORPORATION
                                   AND BY-LAWS

     1.1. These by-laws are subject to the certificate of incorporation of the
corporation. In these by-laws, references to law, the certificate of
incorporation and by-laws mean the law, the provisions of the certificate of
incorporation and the by-laws as from time to time in effect.

                             Section 2. STOCKHOLDERS

     2.1. Annual Meeting. The annual meeting of stockholders shall be held at
10:00 am on the second Tuesday in May in each year, unless that day be a legal
holiday at the place where the meeting is to be held, in which case the meeting
shall be held at the same hour on the next succeeding day not a legal holiday,
or at such other date and time as shall be designated from time to time by the
board of directors and stated in the notice of the meeting, at which they shall
elect a board of directors and transact such other business as may be required
by law or these by-laws or as may properly come before the meeting.

     2.2. Special Meetings. A special meeting of the stockholders may be called
at any time by the chairman of the board, if any, the president or the board of
directors. A special meeting of the stockholders shall be called by the
secretary, or in the case of the death, absence, incapacity or refusal of the
secretary, by an assistant secretary or some other officer, upon application of
a majority of the directors. Any such application shall state the purpose or
purposes of the proposed meeting. Any such call shall state the place, date,
hour, and purposes of the meeting.

     2.3. Place of Meeting. All meetings of the stockholders for the election of
directors or for any other purpose shall be held at such place within or without
the state of incorporation as may be determined from time to time by the
chairman of the board, if any, the president or the board of directors. Any
adjourned session of any meeting of the stockholders shall be held at the place
designated in the vote of adjournment.

     2.4. Notice of Meetings. Except as otherwise provided by law, a written
notice of each meeting of stockholders stating the place, day and hour thereof
and, in the case of a special meeting, the purposes for which the meeting is
called, shall be given not less then ten nor more than sixty days before the
meeting, to each stockholder entitled to vote thereat, and to each stockholder
who, by law, by the certificate of incorporation or by these by-laws, is
entitled to notice, by leaving such notice with him or at his residence or usual
place of business, or by depositing it in the United States mail, postage
prepaid, and addressed to such stockholder at his address as it appears in the
records of the corporation. Such



notice shall be given by the secretary, or by an officer or person designated by
the board of directors, or in the case of a special meeting by the officer
calling the meeting. As to any adjourned session of any meeting of stockholders,
notice of the adjourned meeting need not be given if the time and place thereof
are announced at the meeting at which the adjournment was taken except that if
the adjournment is for more than thirty days or if after the adjournment a new
record date is set for the adjourned session, notice of any such adjourned
session of the meeting shall be given in the manner heretofore described. No
notice of any meeting of stockholders or any adjourned session thereof need be
given to a stockholder if a written waiver of notice, executed before or after
the meeting or such adjourned session by such stockholder, is filed with the
records of the meeting or if the stockholder attends such meeting without
objecting at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any meeting of the stockholders or any
adjourned session thereof need be specified in any written waiver of notice.

     2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as
to any matter shall consist of a majority of the votes entitled to be cast on
the matter, except where a larger quorum is required by law, by the certificate
of incorporation or by these by-laws. Any meeting may be adjourned from time to
time by a majority of the votes properly cast upon the question, whether or not
a quorum is present. If a quorum is present at an original meeting, a quorum
need not be present at an adjourned session of that meeting. Shares of its own
stock belonging to the corporation or to another corporation, if a majority of
the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the corporation, shall neither
be entitled to vote nor be counted for quorum purposes; provided, however, that
the foregoing shall not limit the right of any corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

     2.6. Action by Vote. When a quorum is present at any meeting, a plurality
of the votes properly cast for election to any office shall elect to such office
and a majority of the votes properly cast upon any question other than an
election to an office shall decide the question, except when a larger vote is
required by law, by the certificate of incorporation or by these by-laws. No
ballot shall be required for any election unless requested by a stockholder
present or represented at the meeting and entitled to vote in the election.

     2.7. Action without Meetings. Unless otherwise provided in the certificate
of incorporation, any action required or permitted to be taken by stockholders
for or in connection with any corporate action may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the corporation by
delivery to its registered office in the state of incorporation by hand or
certified or registered mail, return receipt requested, to its principal place
of business or to an officer or agent of the corporation having custody of the
book in which proceedings of meetings of stockholders are recorded. No written
consent shall be effective to take the corporate action referred to therein
unless written consents signed by a number of stockholders sufficient to take
such action are delivered to the corporation in the manner specified in this
paragraph within sixty days of the earliest dated consent so delivered.

     If action is taken by consent of stockholders and in accordance with the
foregoing, there shall be filed with the records of the meetings of stockholders
the writing or writings comprising such consent.


                                      -2-



     If action is taken by less than unanimous consent of stockholders, prompt
notice of the taking of such action without a meeting shall be given to those
who have not consented in writing and a certificate signed and attested to by
the secretary that such notice was given shall be filed with the records of the
meetings of stockholders.

     In the event that the action which is consented to is such as would have
required the filing of a certificate under any provision of the General
Corporation Law of the State of Delaware, if such action had been voted upon by
the stockholders at a meeting thereof, the certificate filed under such
provision shall state, in lieu of any statement required by such provision
concerning a vote of stockholders, that written consent has been given under
Section 228 of said General Corporation Law and that written notice has been
given as provided in such Section 228.

     2.8. Proxy Representation. Every stockholder may authorize another person
or persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether by waiving notice of any meeting, objecting to
or voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by his
attorney-in-fact. No proxy shall be voted or acted upon after three years from
its date unless such proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and, if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally. The authorization of a proxy may but need
not be limited to specified action, provided, however, that if a proxy limits
its authorization to a meeting or meetings of stockholders, unless otherwise
specifically provided such proxy shall entitle the holder thereof to vote at any
adjourned session but shall not be valid after the final adjournment thereof.

     2.9. Inspectors. The directors or the person presiding at the meeting may,
and shall if required by applicable law, appoint one or more inspectors of
election and any substitute inspectors to act at the meeting or any adjournment
thereof. Each inspector, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting, the inspectors shall make a report in
writing of any challenge, question or matter determined by them and execute a
certificate of any fact found by them.

     2.10. List of Stockholders. The secretary shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at such meeting, arranged in alphabetical order
and showing the address of each stockholder and the number of shares registered
in his name. The stock ledger shall be the only evidence as to who are
stockholders entitled to examine such list or to vote in person or by proxy at
such meeting.


                                       -3-



                          Section 3. BOARD OF DIRECTORS

     3.1. Number. The corporation shall have one or more directors, the number
shall be consistent with applicable law and shall be determined from time to
time by vote of a majority of the directors then in office. No director need be
a stockholder.

     3.2. Tenure. Each director shall hold office until the next annual meeting
and until his successor is elected and qualified, or until he sooner dies,
resigns, is removed or becomes disqualified.

     3.3. Powers. The business and affairs of the corporation shall be managed
by or under the direction of the board of directors who shall have and may
exercise all the powers of the corporation and do all such lawful acts and
things as are not by law, the certificate of incorporation or these by-laws
directed or required to be exercised or done by the stockholders.

     3.4. Vacancies. Vacancies and any newly created directorships resulting
from any increase in the number of directors may be filled by vote of the
holders of the particular class or series of stock entitled to elect such
director at a meeting called for the purpose, or by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director, in
each case elected by the particular class or series of stock entitled to elect
such directors. When one or more directors shall resign from the board,
effective at a future date, a majority of the directors then in office,
including those who have resigned, who were elected by the particular class or
series of stock entitled to elect such resigning director or directors shall
have power to fill such vacancy or vacancies, the vote or action by writing
thereon to take effect when such resignation or resignations shall become
effective. The directors shall have and may exercise all their powers
notwithstanding the existence of one or more vacancies in their number, subject
to any requirements of law or of the certificate of incorporation or of these
by-laws as to the number of directors required for a quorum or for any vote or
other actions.

     3.5. Committees. The board of directors may, by vote of a majority of the
whole board, (a) designate, change the membership of or terminate the existence
of any committee or committees, each committee to consist of one or more of the
directors; (b) designate one or more directors as alternate members of any such
committee who may replace any absent or disqualified member at any meeting of
the committee; and (c) determine the extent to which each such committee shall
have and may exercise the powers of the board of directors in the management of
the business and affairs of the corporation, including the power to authorize
the seal of the corporation to be affixed to all papers which require it and the
power and authority to declare dividends or to authorize the issuance of stock;
excepting, however, such powers which by law, by the certificate of
incorporation or by these by-laws they are prohibited from so delegating. In the
absence or disqualification of any member of such committee and his alternate,
if any, the member or members thereof present at any meeting and not
disqualified from voting, whether or not constituting a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in the
place of any such absent or disqualified member. Except as the board of
directors may otherwise determine, any committee may make rules for the conduct
of its business, but unless otherwise provided by the board or such rules, its
business shall be conducted as nearly as may be in the same manner as is
provided by these by-laws for the conduct of business by the board of directors.
Each committee shall keep regular minutes of its meetings and report the same to
the board of directors upon request.

     3.6. Regular Meetings. Regular meetings of the board of directors may be
held without call or notice at such places within or without the State of
Delaware and at such times as the board may from


                                       -4-



time to time determine, provided that notice of the first regular meeting
following any such determination shall be given to absent directors. A regular
meeting of the directors may be held without call or notice immediately after
and at the same place as the annual meeting of stockholders.

     3.7. Special Meetings. Special meetings of the board of directors may be
held at any time and at any place within or without the state of incorporation
designated in the notice of the meeting, when called by the chairman of the
board, if any, the president, or by one-third or more in number of the
directors, reasonable notice thereof being given to each director by the
secretary or by the chairman of the board, if any, the president or any one of
the directors calling the meeting.

     3.8. Notice. It shall be reasonable and sufficient notice to a director to
send notice by mail or overnight courier at least forty-eight hours or by
telegram at least twenty-four hours before the meeting addressed to him at his
usual or last known business or residence address or to give notice to him in
person or by telephone at least twenty-four hours before the meeting. Notice of
a meeting need not be given to any director if a written waiver of notice,
executed by him before or after the meeting, is filed with the records of the
meeting, or to any director who attends the meeting without protesting prior
thereto or at its commencement the lack of notice to him. Neither notice of a
meeting nor a waiver of a notice need specify the purposes of the meeting.

     3.9. Quorum. Except as may be otherwise provided by law, by the certificate
of incorporation or by these by-laws, at any meeting of the directors a majority
of the directors then in office shall constitute a quorum; a quorum shall not in
any case be less than one-third of the total number of directors constituting
the whole board. Any meeting may be adjourned from time to time by a majority of
the votes cast upon the question, whether or not a quorum is present, and the
meeting may be held as adjourned without further notice.

     3.10. Action by Vote. Except as may be otherwise provided by law, by the
certificate of incorporation or by these by-laws, when a quorum is present at
any meeting the vote of a majority of the directors present shall be the act of
the board of directors.

     3.11. Action Without a Meeting. Any action required or permitted to be
taken at any meeting of the board of directors or a committee thereof may be
taken without a meeting if all the members of the board or of such committee, as
the case may be, consent thereto in writing, and such writing or writings are
filed with the records of the meetings of the board or of such committee. Such
consent shall be treated for all purposes as the act of the board or of such
committee, as the case may be.

     3.12. Participation in Meetings by Conference Telephone. Members of the
board of directors, or any committee designated by such board, may participate
in a meeting of such board or committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other or by any other means permitted by law. Such
participation shall constitute presence in person at such meeting.

     3.13. Compensation. In the discretion of the board of directors, each
director may be paid such fees for his services as director and be reimbursed
for his reasonable expenses incurred in the performance of his duties as
director as the board of directors from time to time may determine. Nothing
contained in this section shall be construed to preclude any director from
serving the corporation in any other capacity and receiving reasonable
compensation therefor.

     3.14. Interested Directors and Officers.


                                       -5-



     (a) No contract or transaction between the corporation and one or more of
its directors or officers, or between the corporation and any other corporation,
partnership, association, or other organization in which one or more of the
corporation's directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the board or committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purpose, if:

          (1) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the board of directors
or the committee, and the board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or

          (2) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or

          (3) The contract or transaction is fair as to the corporation as of
the time it is authorized, approved or ratified, by the board of directors, a
committee thereof, or the stockholders.

     (b) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or of a committee
which authorizes the contract or transaction.

                         Section 4. OFFICERS AND AGENTS

     4.1. Enumeration; Qualification. The officers of the corporation shall be a
president, a treasurer, a secretary and such other officers, if any, as the
board of directors from time to time may in its discretion elect or appoint
including without limitation a chairman of the board, one or more vice
presidents and a controller. The corporation may also have such agents, if any,
as the board of directors from time to time may in its discretion choose. Any
officer may be but none need be a director or stockholder. Any two or more
offices may be held by the same person. Any officer may be required by the board
of directors to secure the faithful performance of his duties to the corporation
by giving bond in such amount and with sureties or otherwise as the board of
directors may determine.

     4.2. Powers. Subject to law, to the certificate of incorporation and to the
other provisions of these by-laws, each officer shall have, in addition to the
duties and powers herein set forth, such duties and powers as are commonly
incident to his office and such additional duties and powers as the board of
directors may from time to time designate.

     4.3. Election. The officers may be elected by the board of directors at
their first meeting following the annual meeting of the stockholders or at any
other time. At any time or from time to time the directors may delegate to any
officer their power to elect or appoint any other officer or any agents.

     4.4. Tenure. Each officer shall hold office until his respective successor
is chosen and qualified unless a shorter period shall have been specified by the
terms of his election or appointment, or in each case until he sooner dies,
resigns, is removed or becomes disqualified. Each agent shall retain his
authority at the pleasure of the directors, or the officer by whom he was
appointed or by the officer who then holds agent appointive power.


                                       -6-



     4.5. Chairman of the Board of Directors, President and Vice President. The
chairman of the board, if any, shall have such duties and powers as shall be
designated from time to time by the board of directors. Unless the board of
directors otherwise specifies, the chairman of the board, or if there is none
the chief executive officer, shall preside, or designate the person who shall
preside, at all meetings of the stockholders and of the board of directors.

     Unless the board of directors otherwise specifies, the president shall be
the chief executive officer and shall have direct charge of all business
operations of the corporation and, subject to the control of the directors,
shall have general charge and supervision of the business of the corporation.

     Any vice presidents shall have such duties and powers as shall be set forth
in these by-laws or as shall be designated from time to time by the board of
directors or by the president.

     4.6. Treasurer and Assistant Treasurers. Unless the board of directors
otherwise specifies, the treasurer shall be in charge of the corporation's funds
and valuable papers, and shall have such other duties and powers as may be
designated from time to time by the board of directors or by the president. If
no controller is elected, the treasurer shall, unless the board of directors
otherwise specifies, also have the duties and powers of the controller. Any
assistant treasurers shall have such duties and powers as shall be designated
from time to time by the board of directors, the president or the treasurer.

     4.7. Controller and Assistant Controllers. If a controller is elected, he
shall, unless the board of directors otherwise specifies, be in charge of its
books of account and accounting records, and of its accounting procedures. He
shall have such other duties and powers as may be designated from time to time
by the board of directors, the president or the treasurer. Any assistant
controller shall have such duties and powers as shall be designated from time to
time by the board of directors, the president, the treasurer or the controller.

     4.8. Secretary and Assistant Secretaries. The secretary shall record all
proceedings of the stockholders, of the board of directors and of committees of
the board of directors in a book or series of books to be kept therefor and
shall file therein all actions by written consent of stockholders or directors.
In the absence of the secretary from any meeting, an assistant secretary, or if
there be none or he is absent, a temporary secretary chosen at the meeting,
shall record the proceedings thereof. Unless a transfer agent has been appointed
the secretary shall keep or cause to be kept the stock and transfer records of
the corporation, which shall contain the names and record addresses of all
stockholders and the number of shares registered in the name of each
stockholder. He shall have such other duties and powers as may from time to time
be designated by the board of directors or the president. Any assistant
secretaries shall have such duties and powers as shall be designated from time
to time by the board of directors, the president or the secretary.


                                       -7-



                      Section 5. RESIGNATIONS AND REMOVALS

     5.1. Any director or officer may resign at any time by delivering his
resignation in writing to the chairman of the board, if any, the president, or
the secretary or to a meeting of the board of directors. Such resignation shall
be effective upon receipt unless specified to be effective at some other time,
and without in either case the necessity of its being accepted unless the
resignation shall so state. A director (including persons elected by
stockholders or directors to fill vacancies in the board) may be removed from
office with or without cause by the vote of the holders of a majority of the
issued and outstanding shares of the particular class or series entitled to vote
in the election of such director. The board of directors may at any time remove
any officer either with or without cause. The board of directors may at any time
terminate or modify the authority of any agent.

                              Section 6. VACANCIES

     6.1. If the office of the president or the treasurer or the secretary
becomes vacant, the directors may elect a successor by vote of a majority of the
directors then in office. If the office of any other officer becomes vacant, any
person or body empowered to elect or appoint that officer may choose a
successor. Each such successor shall hold office for the unexpired term, and in
the case of the president, the treasurer and the secretary until his successor
is chosen and qualified or in each case until he sooner dies, resigns, is
removed or becomes disqualified. Any vacancy of a directorship shall be filled
as specified in Section 3.4 of these by-laws.

                            Section 7. CAPITAL STOCK

     7.1. Stock Certificates. Each stockholder shall be entitled to a
certificate stating the number and the class and the designation of the series,
if any, of the shares held by him, in such form as shall, in conformity to law,
the certificate of incorporation and the by-laws, be prescribed from time to
time by the board of directors. Such certificate shall be signed by the chairman
or vice chairman of the board, or the president or a vice president and by the
treasurer or an assistant treasurer or by the secretary or an assistant
secretary. Any of or all the signatures on the certificate may be a facsimile.
In case an officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed on such certificate shall have ceased to be
such officer, transfer agent, or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such
officer, transfer agent, or registrar at the time of its issue.

     7.2. Loss of Certificates. In the case of the alleged theft, loss,
destruction or mutilation of a certificate of stock, a duplicate certificate may
be issued in place thereof, upon such terms, including receipt of a bond
sufficient to indemnify the corporation against any claim on account thereof, as
the board of directors may prescribe.

                     Section 8. TRANSFER OF SHARES OF STOCK

     8.1. Transfer on Books. Subject to the restrictions, if any, stated or
noted on the stock certificate, shares of stock may be transferred on the books
of the corporation by the surrender to the corporation or its transfer agent of
the certificate therefor properly endorsed or accompanied by a written
assignment and power of attorney properly executed, with necessary transfer
stamps affixed, and with such proof of the authenticity of signature as the
board of directors or the transfer agent of the corporation may reasonably
require. Except as may be otherwise required by law, by the certificate of


                                       -8-



incorporation or by these by-laws, the corporation shall be entitled to treat
the record holder of stock as shown on its books as the owner of such stock for
all purposes, including the payment of dividends and the right to receive notice
and to vote or to give any consent with respect thereto and to be held liable
for such calls and assessments, if any, as may lawfully be made thereon,
regardless of any transfer, pledge or other disposition of such stock until the
shares have been properly transferred on the books of the corporation.

     It shall be the duty of each stockholder to notify the corporation of his
post office address.

     8.2. Record Date. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the board of directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the board of directors, and which record date shall
not be more than sixty nor less than ten days before the date of such meeting.
If no such record date is fixed by the board of directors, the record date for
determining the stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the board of directors may fix a new record date for the adjourned meeting.

     In order that the corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the board of directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the board of directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the board of directors. If no
such record date has been fixed by the board of directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the board of directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation by delivery to its registered office in the state of incorporation
hand or certified or registered mail, return receipt requested, to its principal
place of business or to an officer or agent of the corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. If no
record date has been fixed by the board of directors and prior action by the
board of directors is required by applicable law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
board of directors adopts the resolution taking such prior action.

     In order that the corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or to exercise any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the board of directors may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be not
more than sixty days prior to such payment, exercise or other action. If no such
record date is fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.

                            Section 9. CORPORATE SEAL


                                       -9-



     9.1. Subject to alteration by the directors, the seal of the corporation
shall consist of a flat-faced circular die with the word "Delaware" and the name
of the corporation cut or engraved thereon, together with such other words,
dates or images as may be approved from time to time by the directors.

                         Section 10. EXECUTION OF PAPERS

     10.1. Except as the board of directors may generally or in particular cases
authorize the execution thereof in some other manner, all deeds, leases,
transfers, contracts, bonds, notes, checks, drafts or other obligations made,
accepted or endorsed by the corporation shall be signed by the chairman of the
board, if any, the president, a vice president or the treasurer.

                             Section 11. FISCAL YEAR

     11.1. The fiscal year of the corporation shall end on the 31st of December.

                             Section 12. AMENDMENTS

     12.1. These by-laws may be adopted, amended or repealed by vote of a
majority of the directors then in office or by vote of a majority of the stock
outstanding and entitled to vote. Any by-law, whether adopted, amended or
repealed by the stockholders or directors, may be amended or reinstated by the
stockholders or the directors.


                                      -10-

EX-3.36

                                                                    Exhibit 3.36

                          CERTIFICATE OF INCORPORATION

                                       of

                   AMERICAN MEDICAL RESPONSE OF OKLAHOMA, INC.

     1. The name of this corporation is American Medical Response of Oklahoma,
Inc.

     2. The registered office of this corporation in the State of Delaware is
located at 1013 Centre Road, in the City of Wilmington, County of New Castle.
The name of its registered agent at such address is Corporation Service Company.

     3. The purpose of this corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

     4. The total number of shares of stock that this corporation shall have
authority to issue is 3,000 shares of Common Stock, $.01 par value per share.
Each share of Common Stock shall be entitled to one vote.

     5. The name and mailing address of the incorporator is: Ann L. Milner, One
International Place, Boston, MA 02110-2624.

     6. Except as provided to the contrary in the provisions establishing a
class or series of stock, the amount of the authorized stock of this corporation
of any class or classes may be increased or decreased by the affirmative vote of
the holders of a majority of the stock of this corporation entitled to vote.

     7. The election of directors need not be by ballot unless the by-laws shall
so require.

     8. In furtherance and not in limitation of the power conferred upon the
board of directors by law, the board of directors shall have power to make,
adopt, alter, amend and repeal from time to time by-laws of this corporation,
subject to the right of the stockholders entitled to vote with respect thereto
to alter and repeal by-laws made by the board of directors.

     9. A director of this corporation shall not be liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent that exculpation from liability is not permitted
under the General Corporation Law of the State of Delaware as in effect at the
time such liability is determined. No amendment or repeal of this paragraph 9
shall apply to or have any effect on the liability or alleged liability of any
director of the corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal.



     10. This corporation shall, to the maximum extent permitted from time to
time under the law of the State of Delaware, indemnify and upon request shall
advance expenses to any person who is or was a party or is threatened to be made
a party to any threatened, pending or completed action, suit, proceeding or
claim, whether civil, criminal, administrative or investigative, by reason of
the fact that such person is or was or has agreed to be a director or officer of
this corporation or while a director or officer is or was serving at the request
of this corporation as a director, officer, partner, trustee, employee or agent
of any corporation, partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, against expenses
(including attorney's fees and expenses), judgments, fines, penalties and
amounts paid in settlement incurred in connection with the investigation,
preparation to defend or defense of such action, suit, proceeding or claim;
provided, however, that the foregoing shall not require this corporation to
indemnify or advance expenses to any person in connection with any action, suit,
proceeding, claim or counterclaim initiated by or on behalf of such person. Such
indemnification shall not be exclusive of other indemnification rights arising
under any by-law, agreement, vote of directors or stockholders or otherwise and
shall inure to the benefit of the heirs and legal representatives of such
person. Any person seeking indemnification under this paragraph 10 shall be
deemed to have met the standard of conduct required for such indemnification
unless the contrary shall be established. Any repeal or modification of the
foregoing provisions of this paragraph 10 shall not adversely affect any right
or protection of a director or officer of this corporation with respect to any
acts or omissions of such director or officer occurring prior to such repeal or
modification.

     11. The books of this corporation may (subject to any statutory
requirements) be kept outside the State of Delaware as may be designated by the
board of directors or in the by-laws of this corporation.

     12. If at any time this corporation shall have a class of stock registered
pursuant to the provisions of the Securities Exchange Act of 1934, for so long
as such class is so registered, any action by the stockholders of such class
must be taken at an annual or special meeting of stockholders and may not be
taken by written consent.


                                        2



     THE UNDERSIGNED, the sole incorporator named above, hereby certifies that
the facts stated above are true as of this 29th day of November, 1994.


                                        /s/ Ann J. Milner
                                        ----------------------------------------
                                        Ann L. Milner, Incorporator


                                        3

EX-3.37

                                                                    Exhibit 3.37

                                     BY-LAWS

                                       OF

                               THE SUBSIDIARIES OF

                         AMERICAN MEDICAL RESPONSE, INC.

                  Section 1. LAW, CERTIFICATE OF INCORPORATION
                                   AND BY-LAWS

     1.1. These by-laws are subject to the certificate of incorporation of the
corporation. In these by-laws, references to law, the certificate of
incorporation and by-laws mean the law, the provisions of the certificate of
incorporation and the by-laws as from time to time in effect.

                             Section 2. STOCKHOLDERS

     2.1. Annual Meeting. The annual meeting of stockholders shall be held at
10:00 am on the second Tuesday in May in each year, unless that day be a legal
holiday at the place where the meeting is to be held, in which case the meeting
shall be held at the same hour on the next succeeding day not a legal holiday,
or at such other date and time as shall be designated from time to time by the
board of directors and stated in the notice of the meeting, at which they shall
elect a board of directors and transact such other business as may be required
by law or these by-laws or as may properly come before the meeting.

     2.2. Special Meetings. A special meeting of the stockholders may be called
at any time by the chairman of the board, if any, the president or the board of
directors. A special meeting of the stockholders shall be called by the
secretary, or in the case of the death, absence, incapacity or refusal of the
secretary, by an assistant secretary or some other officer, upon application of
a majority of the directors. Any such application shall state the purpose or
purposes of the proposed meeting. Any such call shall state the place, date,
hour, and purposes of the meeting.

     2.3. Place of Meeting. All meetings of the stockholders for the election of
directors or for any other purpose shall be held at such place within or without
the state of incorporation as may be determined from time to time by the
chairman of the board, if any, the president or the board of directors. Any
adjourned session of any meeting of the stockholders shall be held at the place
designated in the vote of adjournment.

     2.4. Notice of Meetings. Except as otherwise provided by law, a written
notice of each meeting of stockholders stating the place, day and hour thereof
and, in the case of a special meeting, the purposes for which the meeting is
called, shall be given not less then ten nor more than sixty days before the
meeting, to each stockholder entitled to vote thereat, and to each stockholder
who, by law, by the certificate of incorporation or by these by-laws, is
entitled to notice, by leaving such notice with him or at his residence or usual
place of business, or by depositing it in the United States mail, postage
prepaid, and addressed to such stockholder at his address as it appears in the
records of the corporation. Such



notice shall be given by the secretary, or by an officer or person designated by
the board of directors, or in the case of a special meeting by the officer
calling the meeting. As to any adjourned session of any meeting of stockholders,
notice of the adjourned meeting need not be given if the time and place thereof
are announced at the meeting at which the adjournment was taken except that if
the adjournment is for more than thirty days or if after the adjournment a new
record date is set for the adjourned session, notice of any such adjourned
session of the meeting shall be given in the manner heretofore described. No
notice of any meeting of stockholders or any adjourned session thereof need be
given to a stockholder if a written waiver of notice, executed before or after
the meeting or such adjourned session by such stockholder, is filed with the
records of the meeting or if the stockholder attends such meeting without
objecting at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any meeting of the stockholders or any
adjourned session thereof need be specified in any written waiver of notice.

     2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as
to any matter shall consist of a majority of the votes entitled to be cast on
the matter, except where a larger quorum is required by law, by the certificate
of incorporation or by these by-laws. Any meeting may be adjourned from time to
time by a majority of the votes properly cast upon the question, whether or not
a quorum is present. If a quorum is present at an original meeting, a quorum
need not be present at an adjourned session of that meeting. Shares of its own
stock belonging to the corporation or to another corporation, if a majority of
the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the corporation, shall neither
be entitled to vote nor be counted for quorum purposes; provided, however, that
the foregoing shall not limit the right of any corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

     2.6. Action by Vote. When a quorum is present at any meeting, a plurality
of the votes properly cast for election to any office shall elect to such office
and a majority of the votes properly cast upon any question other than an
election to an office shall decide the question, except when a larger vote is
required by law, by the certificate of incorporation or by these by-laws. No
ballot shall be required for any election unless requested by a stockholder
present or represented at the meeting and entitled to vote in the election.

     2.7. Action without Meetings. Unless otherwise provided in the certificate
of incorporation, any action required or permitted to be taken by stockholders
for or in connection with any corporate action may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the corporation by
delivery to its registered office in the state of incorporation by hand or
certified or registered mail, return receipt requested, to its principal place
of business or to an officer or agent of the corporation having custody of the
book in which proceedings of meetings of stockholders are recorded. No written
consent shall be effective to take the corporate action referred to therein
unless written consents signed by a number of stockholders sufficient to take
such action are delivered to the corporation in the manner specified in this
paragraph within sixty days of the earliest dated consent so delivered.

     If action is taken by consent of stockholders and in accordance with the
foregoing, there shall be filed with the records of the meetings of stockholders
the writing or writings comprising such consent.


                                       -2-



     If action is taken by less than unanimous consent of stockholders, prompt
notice of the taking of such action without a meeting shall be given to those
who have not consented in writing and a certificate signed and attested to by
the secretary that such notice was given shall be filed with the records of the
meetings of stockholders.

     In the event that the action which is consented to is such as would have
required the filing of a certificate under any provision of the General
Corporation Law of the State of Delaware, if such action had been voted upon by
the stockholders at a meeting thereof, the certificate filed under such
provision shall state, in lieu of any statement required by such provision
concerning a vote of stockholders, that written consent has been given under
Section 228 of said General Corporation Law and that written notice has been
given as provided in such Section 228.

     2.8. Proxy Representation. Every stockholder may authorize another person
or persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether by waiving notice of any meeting, objecting to
or voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by his
attorney-in-fact. No proxy shall be voted or acted upon after three years from
its date unless such proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and, if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally. The authorization of a proxy may but need
not be limited to specified action, provided, however, that if a proxy limits
its authorization to a meeting or meetings of stockholders, unless otherwise
specifically provided such proxy shall entitle the holder thereof to vote at any
adjourned session but shall not be valid after the final adjournment thereof.

     2.9. Inspectors. The directors or the person presiding at the meeting may,
and shall if required by applicable law, appoint one or more inspectors of
election and any substitute inspectors to act at the meeting or any adjournment
thereof. Each inspector, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting, the inspectors shall make a report in
writing of any challenge, question or matter determined by them and execute a
certificate of any fact found by them.

     2.10. List of Stockholders. The secretary shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at such meeting, arranged in alphabetical order
and showing the address of each stockholder and the number of shares registered
in his name. The stock ledger shall be the only evidence as to who are
stockholders entitled to examine such list or to vote in person or by proxy at
such meeting.


                                       -3-



                          Section 3. BOARD OF DIRECTORS

     3.1. Number. The corporation shall have one or more directors, the number
shall be consistent with applicable law and shall be determined from time to
time by vote of a majority of the directors then in office. No director need be
a stockholder.

     3.2. Tenure. Each director shall hold office until the next annual meeting
and until his successor is elected and qualified, or until he sooner dies,
resigns, is removed or becomes disqualified.

     3.3. Powers. The business and affairs of the corporation shall be managed
by or under the direction of the board of directors who shall have and may
exercise all the powers of the corporation and do all such lawful acts and
things as are not by law, the certificate of incorporation or these by-laws
directed or required to be exercised or done by the stockholders.

     3.4. Vacancies. Vacancies and any newly created directorships resulting
from any increase in the number of directors may be filled by vote of the
holders of the particular class or series of stock entitled to elect such
director at a meeting called for the purpose, or by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director, in
each case elected by the particular class or series of stock entitled to elect
such directors. When one or more directors shall resign from the board,
effective at a future date, a majority of the directors then in office,
including those who have resigned, who were elected by the particular class or
series of stock entitled to elect such resigning director or directors shall
have power to fill such vacancy or vacancies, the vote or action by writing
thereon to take effect when such resignation or resignations shall become
effective. The directors shall have and may exercise all their powers
notwithstanding the existence of one or more vacancies in their number, subject
to any requirements of law or of the certificate of incorporation or of these
by-laws as to the number of directors required for a quorum or for any vote or
other actions.

     3.5. Committees. The board of directors may, by vote of a majority of the
whole board, (a) designate, change the membership of or terminate the existence
of any committee or committees, each committee to consist of one or more of the
directors; (b) designate one or more directors as alternate members of any such
committee who may replace any absent or disqualified member at any meeting of
the committee; and (c) determine the extent to which each such committee shall
have and may exercise the powers of the board of directors in the management of
the business and affairs of the corporation, including the power to authorize
the seal of the corporation to be affixed to all papers which require it and the
power and authority to declare dividends or to authorize the issuance of stock;
excepting, however, such powers which by law, by the certificate of
incorporation or by these by-laws they are prohibited from so delegating. In the
absence or disqualification of any member of such committee and his alternate,
if any, the member or members thereof present at any meeting and not
disqualified from voting, whether or not constituting a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in the
place of any such absent or disqualified member. Except as the board of
directors may otherwise determine, any committee may make rules for the conduct
of its business, but unless otherwise provided by the board or such rules, its
business shall be conducted as nearly as may be in the same manner as is
provided by these by-laws for the conduct of business by the board of directors.
Each committee shall keep regular minutes of its meetings and report the same to
the board of directors upon request.

     3.6. Regular Meetings. Regular meetings of the board of directors may be
held without call or notice at such places within or without the State of
Delaware and at such times as the board may from


                                       -4-



time to time determine, provided that notice of the first regular meeting
following any such determination shall be given to absent directors. A regular
meeting of the directors may be held without call or notice immediately after
and at the same place as the annual meeting of stockholders.

     3.7. Special Meetings. Special meetings of the board of directors may be
held at any time and at any place within or without the state of incorporation
designated in the notice of the meeting, when called by the chairman of the
board, if any, the president, or by one-third or more in number of the
directors, reasonable notice thereof being given to each director by the
secretary or by the chairman of the board, if any, the president or any one of
the directors calling the meeting.

     3.8. Notice. It shall be reasonable and sufficient notice to a director to
send notice by mail or overnight courier at least forty-eight hours or by
telegram at least twenty-four hours before the meeting addressed to him at his
usual or last known business or residence address or to give notice to him in
person or by telephone at least twenty-four hours before the meeting. Notice of
a meeting need not be given to any director if a written waiver of notice,
executed by him before or after the meeting, is filed with the records of the
meeting, or to any director who attends the meeting without protesting prior
thereto or at its commencement the lack of notice to him. Neither notice of a
meeting nor a waiver of a notice need specify the purposes of the meeting.

     3.9. Quorum. Except as may be otherwise provided by law, by the certificate
of incorporation or by these by-laws, at any meeting of the directors a majority
of the directors then in office shall constitute a quorum; a quorum shall not in
any case be less than one-third of the total number of directors constituting
the whole board. Any meeting may be adjourned from time to time by a majority of
the votes cast upon the question, whether or not a quorum is present, and the
meeting may be held as adjourned without further notice.

     3.10. Action by Vote. Except as may be otherwise provided by law, by the
certificate of incorporation or by these by-laws, when a quorum is present at
any meeting the vote of a majority of the directors present shall be the act of
the board of directors.

     3.11. Action Without a Meeting. Any action required or permitted to be
taken at any meeting of the board of directors or a committee thereof may be
taken without a meeting if all the members of the board or of such committee, as
the case may be, consent thereto in writing, and such writing or writings are
filed with the records of the meetings of the board or of such committee. Such
consent shall be treated for all purposes as the act of the board or of such
committee, as the case may be.

     3.12. Participation in Meetings by Conference Telephone. Members of the
board of directors, or any committee designated by such board, may participate
in a meeting of such board or committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other or by any other means permitted by law. Such
participation shall constitute presence in person at such meeting.

     3.13. Compensation. In the discretion of the board of directors, each
director may be paid such fees for his services as director and be reimbursed
for his reasonable expenses incurred in the performance of his duties as
director as the board of directors from time to time may determine. Nothing
contained in this section shall be construed to preclude any director from
serving the corporation in any other capacity and receiving reasonable
compensation therefor.

     3.14. Interested Directors and Officers.


                                       -5-


     (a) No contract or transaction between the corporation and one or more of
its directors or officers, or between the corporation and any other corporation,
partnership, association, or other organization in which one or more of the
corporation's directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the board or committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purpose, if:

          (1) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the board of directors
or the committee, and the board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or

          (2) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or

          (3) The contract or transaction is fair as to the corporation as of
the time it is authorized, approved or ratified, by the board of directors, a
committee thereof, or the stockholders.

     (b) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or of a committee
which authorizes the contract or transaction.

                         Section 4. OFFICERS AND AGENTS

     4.1. Enumeration; Qualification. The officers of the corporation shall be a
president, a treasurer, a secretary and such other officers, if any, as the
board of directors from time to time may in its discretion elect or appoint
including without limitation a chairman of the board, one or more vice
presidents and a controller. The corporation may also have such agents, if any,
as the board of directors from time to time may in its discretion choose. Any
officer may be but none need be a director or stockholder. Any two or more
offices may be held by the same person. Any officer may be required by the board
of directors to secure the faithful performance of his duties to the corporation
by giving bond in such amount and with sureties or otherwise as the board of
directors may determine.

     4.2. Powers. Subject to law, to the certificate of incorporation and to the
other provisions of these by-laws, each officer shall have, in addition to the
duties and powers herein set forth, such duties and powers as are commonly
incident to his office and such additional duties and powers as the board of
directors may from time to time designate.

     4.3. Election. The officers may be elected by the board of directors at
their first meeting following the annual meeting of the stockholders or at any
other time. At any time or from time to time the directors may delegate to any
officer their power to elect or appoint any other officer or any agents.

     4.4. Tenure. Each officer shall hold office until his respective successor
is chosen and qualified unless a shorter period shall have been specified by the
terms of his election or appointment, or in each case until he sooner dies,
resigns, is removed or becomes disqualified. Each agent shall retain his
authority at the pleasure of the directors, or the officer by whom he was
appointed or by the officer who then holds agent appointive power.


                                       -6-



     4.5. Chairman of the Board of Directors, President and Vice President. The
chairman of the board, if any, shall have such duties and powers as shall be
designated from time to time by the board of directors. Unless the board of
directors otherwise specifies, the chairman of the board, or if there is none
the chief executive officer, shall preside, or designate the person who shall
preside, at all meetings of the stockholders and of the board of directors.

     Unless the board of directors otherwise specifies, the president shall be
the chief executive officer and shall have direct charge of all business
operations of the corporation and, subject to the control of the directors,
shall have general charge and supervision of the business of the corporation.

     Any vice presidents shall have such duties and powers as shall be set forth
in these by-laws or as shall be designated from time to time by the board of
directors or by the president.

     4.6. Treasurer and Assistant Treasurers. Unless the board of directors
otherwise specifies, the treasurer shall be in charge of the corporation's funds
and valuable papers, and shall have such other duties and powers as may be
designated from time to time by the board of directors or by the president. If
no controller is elected, the treasurer shall, unless the board of directors
otherwise specifies, also have the duties and powers of the controller. Any
assistant treasurers shall have such duties and powers as shall be designated
from time to time by the board of directors, the president or the treasurer.

     4.7. Controller and Assistant Controllers. If a controller is elected, he
shall, unless the board of directors otherwise specifies, be in charge of its
books of account and accounting records, and of its accounting procedures. He
shall have such other duties and powers as may be designated from time to time
by the board of directors, the president or the treasurer. Any assistant
controller shall have such duties and powers as shall be designated from time to
time by the board of directors, the president, the treasurer or the controller.

     4.8. Secretary and Assistant Secretaries. The secretary shall record all
proceedings of the stockholders, of the board of directors and of committees of
the board of directors in a book or series of books to be kept therefor and
shall file therein all actions by written consent of stockholders or directors.
In the absence of the secretary from any meeting, an assistant secretary, or if
there be none or he is absent, a temporary secretary chosen at the meeting,
shall record the proceedings thereof. Unless a transfer agent has been appointed
the secretary shall keep or cause to be kept the stock and transfer records of
the corporation, which shall contain the names and record addresses of all
stockholders and the number of shares registered in the name of each
stockholder. He shall have such other duties and powers as may from time to time
be designated by the board of directors or the president. Any assistant
secretaries shall have such duties and powers as shall be designated from time
to time by the board of directors, the president or the secretary.


                                       -7-



                      Section 5. RESIGNATIONS AND REMOVALS

     5.1. Any director or officer may resign at any time by delivering his
resignation in writing to the chairman of the board, if any, the president, or
the secretary or to a meeting of the board of directors. Such resignation shall
be effective upon receipt unless specified to be effective at some other time,
and without in either case the necessity of its being accepted unless the
resignation shall so state. A director (including persons elected by
stockholders or directors to fill vacancies in the board) may be removed from
office with or without cause by the vote of the holders of a majority of the
issued and outstanding shares of the particular class or series entitled to vote
in the election of such director. The board of directors may at any time remove
any officer either with or without cause. The board of directors may at any time
terminate or modify the authority of any agent.

                              Section 6. VACANCIES

     6.1. If the office of the president or the treasurer or the secretary
becomes vacant, the directors may elect a successor by vote of a majority of the
directors then in office. If the office of any other officer becomes vacant, any
person or body empowered to elect or appoint that officer may choose a
successor. Each such successor shall hold office for the unexpired term, and in
the case of the president, the treasurer and the secretary until his successor
is chosen and qualified or in each case until he sooner dies, resigns, is
removed or becomes disqualified. Any vacancy of a directorship shall be filled
as specified in Section 3.4 of these by-laws.

                            Section 7. CAPITAL STOCK

     7.1. Stock Certificates. Each stockholder shall be entitled to a
certificate stating the number and the class and the designation of the series,
if any, of the shares held by him, in such form as shall, in conformity to law,
the certificate of incorporation and the by-laws, be prescribed from time to
time by the board of directors. Such certificate shall be signed by the chairman
or vice chairman of the board, or the president or a vice president and by the
treasurer or an assistant treasurer or by the secretary or an assistant
secretary. Any of or all the signatures on the certificate may be a facsimile.
In case an officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed on such certificate shall have ceased to be
such officer, transfer agent, or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such
officer, transfer agent, or registrar at the time of its issue.

     7.2. Loss of Certificates. In the case of the alleged theft, loss,
destruction or mutilation of a certificate of stock, a duplicate certificate may
be issued in place thereof, upon such terms, including receipt of a bond
sufficient to indemnify the corporation against any claim on account thereof, as
the board of directors may prescribe.

                     Section 8. TRANSFER OF SHARES OF STOCK

     8.1. Transfer on Books. Subject to the restrictions, if any, stated or
noted on the stock certificate, shares of stock may be transferred on the books
of the corporation by the surrender to the corporation or its transfer agent of
the certificate therefor properly endorsed or accompanied by a written
assignment and power of attorney properly executed, with necessary transfer
stamps affixed, and with such proof of the authenticity of signature as the
board of directors or the transfer agent of the corporation may reasonably
require. Except as may be otherwise required by law, by the certificate of


                                       -8-



incorporation or by these by-laws, the corporation shall be entitled to treat
the record holder of stock as shown on its books as the owner of such stock for
all purposes, including the payment of dividends and the right to receive notice
and to vote or to give any consent with respect thereto and to be held liable
for such calls and assessments, if any, as may lawfully be made thereon,
regardless of any transfer, pledge or other disposition of such stock until the
shares have been properly transferred on the books of the corporation.

     It shall be the duty of each stockholder to notify the corporation of his
post office address.

     8.2. Record Date. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the board of directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the board of directors, and which record date shall
not be more than sixty nor less than ten days before the date of such meeting.
If no such record date is fixed by the board of directors, the record date for
determining the stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the board of directors may fix a new record date for the adjourned meeting.

     In order that the corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the board of directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the board of directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the board of directors. If no
such record date has been fixed by the board of directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the board of directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation by delivery to its registered office in the state of incorporation
hand or certified or registered mail, return receipt requested, to its principal
place of business or to an officer or agent of the corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. If no
record date has been fixed by the board of directors and prior action by the
board of directors is required by applicable law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
board of directors adopts the resolution taking such prior action.

     In order that the corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or to exercise any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the board of directors may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be not
more than sixty days prior to such payment, exercise or other action. If no such
record date is fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.

                            Section 9. CORPORATE SEAL


                                       -9-


     9.1. Subject to alteration by the directors, the seal of the corporation
shall consist of a flat-faced circular die with the word "Delaware" and the name
of the corporation cut or engraved thereon, together with such other words,
dates or images as may be approved from time to time by the directors.

                         Section 10. EXECUTION OF PAPERS

     10.1. Except as the board of directors may generally or in particular cases
authorize the execution thereof in some other manner, all deeds, leases,
transfers, contracts, bonds, notes, checks, drafts or other obligations made,
accepted or endorsed by the corporation shall be signed by the chairman of the
board, if any, the president, a vice president or the treasurer.

                             Section 11. FISCAL YEAR

     11.1. The fiscal year of the corporation shall end on the 31st of December.

                             Section 12. AMENDMENTS

     12.1. These by-laws may be adopted, amended or repealed by vote of a
majority of the directors then in office or by vote of a majority of the stock
outstanding and entitled to vote. Any by-law, whether adopted, amended or
repealed by the stockholders or directors, may be amended or reinstated by the
stockholders or the directors.


                                      -10-

EX-3.38

                                                                    Exhibit 3.38

                          CERTIFICATE OF INCORPORATION

                                       of

                    AMERICAN MEDICAL RESPONSE OF TEXAS, INC.

     1. The name of this corporation is American Medical Response of Texas, Inc.

     2. The registered office of this corporation in the State of Delaware is
located at 1013 Centre Road, in the City of Wilmington, County of New Castle.
The name of its registered agent at such address is Corporation Service Company.

     3. The purpose of this corporation is to engage in any, lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

     4 The total number of shares of stock that this corporation shall have
authority to issue is three thousand (3000) shares of Common Stock, $.01 par
value per share. Each share of Common Stock shall be entitled to one vote.

     5. The name and mailing address of the incorporator is: William George,
Esq., American Medical Response, Inc., 2821 South Parker Road, Aurora, Colorado
80014.

     6. Except as otherwise provided in the provisions establishing a class or
series of stock, the number of authorized shares of any class of stock may be
increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the voting
power of the corporation entitled to vote irrespective of the provisions of
Section 242(b)(2) of the General Corporation Law of the State of Delaware.

     7. The election of directors need not be by written ballot unless the
by-laws shall so require.

     8. In furtherance and not in limitation of the power conferred upon the
board of directors by law, the board of directors shall have power to make,
adopt, alter, amend and repeal from time to time by-laws of this corporation,
subject to the right of the stockholders entitled to vote with respect thereto
to alter and repeal by-laws made by the board of directors.

     9. A director of this corporation shall not be liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent that exculpation from liability is not permitted
under the General Corporation Law of the State of Delaware as in effect at the
time such liability is determined. No amendment or repeal of this paragraph 9
shall apply to or have any effect on the liability or alleged liability of any
director of the corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal.



     10. This corporation shall, to the maximum extent permitted from time to
time under the law of the State of Delaware, indemnify and upon request advance
expenses to any person who is or was a party or is threatened to be made a party
to any threatened, pending or completed action, suit, proceeding or claim,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person is or was or has agreed to be a director or officer of this
corporation or while a director or officer is or was serving at the' request of
this corporation as a director, officer, partner, trustee, employee or agent of
any corporation, partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, against expenses
(including attorney's fees and expenses), judgments, fines, penalties and
amounts paid in settlement incurred (and not otherwise recovered) in connection
with the investigation, preparation to defend or defense of such action, suit,
proceeding or claim; provided, however, that the foregoing shall not require
this corporation to indemnify or advance expenses to any person in connection
with any action, suit, proceeding, claim or counterclaim initiated by or on
behalf of such person. Such indemnification shall not be exclusive of other
indemnification rights arising under any by-law, agreement, vote of directors or
stockholders or otherwise and shall inure to the benefit of the heirs and legal
representatives of such person. Any person seeking indemnification under this
paragraph 10 shall be deemed to have met the standard of conduct required for
such indemnification unless the contrary shall be established. Any repeal or
modification of the foregoing provisions of this paragraph 10 shall not
adversely affect any right or protection of a director or officer of this
corporation with respect to any acts or omissions of such director or officer
occurring prior to such repeal or modification.

     11. The books of this corporation may (subject to any statutory
requirements) be kept outside the State of Delaware as may be designated by the
board of directors or in the by-laws of this corporation.

     12. If at any time this corporation shall have a class of stock registered
pursuant to the provisions of the Securities Exchange Act of 1934, for so long
as such class is so registered, any action by the stockholders of such class
must be taken at an annual or special meeting of stockholders and may not be
taken by written consent.


                                        2



     THE UNDERSIGNED, the sole incorporator named above, hereby certifies that
the facts stated above are true as of this lst day of January, 1996.


                                        /s/ William George
                                        ----------------------------------------
                                        William George
                                        Incorporator


                                        3



                              CERTIFICATE OF MERGER

                 Gold Cross Services, Inc., a Texas Corporation
                              Merging With and Into
        American Medical Response of Texas, Inc., a Delaware Corporation

     Pursuant to Section 252 of the General Corporation Law of Delaware,
American Medical Response of Texas, Inc., a corporation organized and existing
under the laws of the State of Delaware, does hereby certify as follows:

     FIRST: The name and state of incorporation of the constituent corporations
is as follows:

     American Medical Response of Texas, Inc.   Delaware
     Gold Cross Service, Inc.                   Texas

     SECOND: An Agreement and Plan of Reorganization has been approved, adopted,
certified, executed and acknowledged by each of the constituent corporations in
accordance with the requirements of Section 252(c) of the General Corporation
Law of Delaware.

     THIRD: American Medical Response of Texas, Inc., will be the surviving
corporation.

     FOURTH: The certificate of incorporation of American Medical Response of
Texas, Inc., a Delaware Corporation, which is surviving the merger, shall be the
certificate of incorporation of the surviving corporation.

     FIFTH: The executed Agreement and Plan of Reorganization is on file at the
office of American Medical Response of Texas, Inc., at 2821 South Parker Road,
Aurora, CO 80014.

     SIXTH: A copy of the Agreement and Plan of Reorganization will be furnished
by the surviving corporation, on request and without cost, to any stockholder of
any constituent corporation.

     SEVENTH: The authorized capital stock of Gold Cross Service, Inc., a
corporation organized under the laws of Texas, is 100,000 shares, with $1.00 par
value.



DATED the 31st day of December, 1996.

                                           AMERICAN MEDICAL RESPONSE OF TEXAS,
                                           INC., a Delaware corporation


                                           By /s/ David A. Bingaman
                                              ----------------------------------
                                              David A. Bingaman, President



                    CERTIFICATE OF CHANGE OF REGISTERED AGENT

                                       AND

                                REGISTERED OFFICE

                                    * * * * *

     American Medical Response of Texas, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

     The present registered agent of the corporation is Corporation Service
Company and the present registered office of the corporation is in the county of
New Castle.

     The Board of Directors of American Medical Response of Texas, Inc. adopted
the following resolution on the 1st day of September, 1996.

     Resolved, that the registered office of 1013 Centre Rd., Wilmington, DE
19805 in the state of Delaware be and it hereby is changed to Corporation Trust
Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and
the authorization of the present registered agent of this corporation be and the
same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is
hereby constituted and appointed the registered agent of this corporation at the
address of its registered office.

     IN WITNESS WHEREOF, American Medical Response of Texas, Inc. has caused
this statement to be signed by William George, its Vice President, this 1st day
of September, 1996.


                                        /s/ William George
                                        ----------------------------------------
                                            William George, Vice President
                                            (Title)

*    Any authorized officer or the chairman or Vice-Chairman of the Board of
     Directors may execute this certificate.

(DEL. - 264 - 6/15/94)

EX-3.39

                                                                    Exhibit 3.39

                                     BY-LAWS

                                       OF

                               THE SUBSIDIARIES OF

                         AMERICAN MEDICAL RESPONSE, INC.

                  Section 1. LAW, CERTIFICATE OF INCORPORATION
                                   AND BY-LAWS

     1.1. These by-laws are subject to the certificate of incorporation of the
corporation. In these by-laws, references to law, the certificate of
incorporation and by-laws mean the law, the provisions of the certificate of
incorporation and the by-laws as from time to time in effect.

                             Section 2. STOCKHOLDERS

     2.1. Annual Meeting. The annual meeting of stockholders shall be held at
10:00 am on the second Tuesday in May in each year, unless that day be a legal
holiday at the place where the meeting is to be held, in which case the meeting
shall be held at the same hour on the next succeeding day not a legal holiday,
or at such other date and time as shall be designated from time to time by the
board of directors and stated in the notice of the meeting, at which they shall
elect a board of directors and transact such other business as may be required
by law or these by-laws or as may properly come before the meeting.

     2.2. Special Meetings. A special meeting of the stockholders may be called
at any time by the chairman of the board, if any, the president or the board of
directors. A special meeting of the stockholders shall be called by the
secretary, or in the case of the death, absence, incapacity or refusal of the
secretary, by an assistant secretary or some other officer, upon application of
a majority of the directors. Any such application shall state the purpose or
purposes of the proposed meeting. Any such call shall state the place, date,
hour, and purposes of the meeting.

     2.3. Place of Meeting. All meetings of the stockholders for the election of
directors or for any other purpose shall be held at such place within or without
the state of incorporation as may be determined from time to time by the
chairman of the board, if any, the president or the board of directors. Any
adjourned session of any meeting of the stockholders shall be held at the place
designated in the vote of adjournment.

     2.4. Notice of Meetings. Except as otherwise provided by law, a written
notice of each meeting of stockholders stating the place, day and hour thereof
and, in the case of a special meeting, the purposes for which the meeting is
called, shall be given not less then ten nor more than sixty days before the
meeting, to each stockholder entitled to vote thereat, and to each stockholder
who, by law, by the certificate of incorporation or by these by-laws, is
entitled to notice, by leaving such notice with him or at his residence or usual
place of business, or by depositing it in the United States mail, postage
prepaid, and addressed to such stockholder at his address as it appears in the
records of the corporation. Such



notice shall be given by the secretary, or by an officer or person designated by
the board of directors, or in the case of a special meeting by the officer
calling the meeting. As to any adjourned session of any meeting of stockholders,
notice of the adjourned meeting need not be given if the time and place thereof
are announced at the meeting at which the adjournment was taken except that if
the adjournment is for more than thirty days or if after the adjournment a new
record date is set for the adjourned session, notice of any such adjourned
session of the meeting shall be given in the manner heretofore described. No
notice of any meeting of stockholders or any adjourned session thereof need be
given to a stockholder if a written waiver of notice, executed before or after
the meeting or such adjourned session by such stockholder, is filed with the
records of the meeting or if the stockholder attends such meeting without
objecting at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any meeting of the stockholders or any
adjourned session thereof need be specified in any written waiver of notice.

     2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as
to any matter shall consist of a majority of the votes entitled to be cast on
the matter, except where a larger quorum is required by law, by the certificate
of incorporation or by these by-laws. Any meeting may be adjourned from time to
time by a majority of the votes properly cast upon the question, whether or not
a quorum is present. If a quorum is present at an original meeting, a quorum
need not be present at an adjourned session of that meeting. Shares of its own
stock belonging to the corporation or to another corporation, if a majority of
the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the corporation, shall neither
be entitled to vote nor be counted for quorum purposes; provided, however, that
the foregoing shall not limit the right of any corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

     2.6. Action by Vote. When a quorum is present at any meeting, a plurality
of the votes properly cast for election to any office shall elect to such office
and a majority of the votes properly cast upon any question other than an
election to an office shall decide the question, except when a larger vote is
required by law, by the certificate of incorporation or by these by-laws. No
ballot shall be required for any election unless requested by a stockholder
present or represented at the meeting and entitled to vote in the election.

     2.7. Action without Meetings. Unless otherwise provided in the certificate
of incorporation, any action required or permitted to be taken by stockholders
for or in connection with any corporate action may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the corporation by
delivery to its registered office in the state of incorporation by hand or
certified or registered mail, return receipt requested, to its principal place
of business or to an officer or agent of the corporation having custody of the
book in which proceedings of meetings of stockholders are recorded. No written
consent shall be effective to take the corporate action referred to therein
unless written consents signed by a number of stockholders sufficient to take
such action are delivered to the corporation in the manner specified in this
paragraph within sixty days of the earliest dated consent so delivered.

     If action is taken by consent of stockholders and in accordance with the
foregoing, there shall be filed with the records of the meetings of stockholders
the writing or writings comprising such consent.


                                       -2-



     If action is taken by less than unanimous consent of stockholders, prompt
notice of the taking of such action without a meeting shall be given to those
who have not consented in writing and a certificate signed and attested to by
the secretary that such notice was given shall be filed with the records of the
meetings of stockholders.

     In the event that the action which is consented to is such as would have
required the filing of a certificate under any provision of the General
Corporation Law of the State of Delaware, if such action had been voted upon by
the stockholders at a meeting thereof, the certificate filed under such
provision shall state, in lieu of any statement required by such provision
concerning a vote of stockholders, that written consent has been given under
Section 228 of said General Corporation Law and that written notice has been
given as provided in such Section 228.

     2.8. Proxy Representation. Every stockholder may authorize another person
or persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether by waiving notice of any meeting, objecting to
or voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by his
attorney-in-fact. No proxy shall be voted or acted upon after three years from
its date unless such proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and, if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally. The authorization of a proxy may but need
not be limited to specified action, provided, however, that if a proxy limits
its authorization to a meeting or meetings of stockholders, unless otherwise
specifically provided such proxy shall entitle the holder thereof to vote at any
adjourned session but shall not be valid after the final adjournment thereof.

     2.9. Inspectors. The directors or the person presiding at the meeting may,
and shall if required by applicable law, appoint one or more inspectors of
election and any substitute inspectors to act at the meeting or any adjournment
thereof. Each inspector, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting, the inspectors shall make a report in
writing of any challenge, question or matter determined by them and execute a
certificate of any fact found by them.

     2.10. List of Stockholders. The secretary shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at such meeting, arranged in alphabetical order
and showing the address of each stockholder and the number of shares registered
in his name. The stock ledger shall be the only evidence as to who are
stockholders entitled to examine such list or to vote in person or by proxy at
such meeting.


                                       -3-



                          Section 3. BOARD OF DIRECTORS

     3.1. Number. The corporation shall have one or more directors, the number
shall be consistent with applicable law and shall be determined from time to
time by vote of a majority of the directors then in office. No director need be
a stockholder.

     3.2. Tenure. Each director shall hold office until the next annual meeting
and until his successor is elected and qualified, or until he sooner dies,
resigns, is removed or becomes disqualified.

     3.3. Powers. The business and affairs of the corporation shall be managed
by or under the direction of the board of directors who shall have and may
exercise all the powers of the corporation and do all such lawful acts and
things as are not by law, the certificate of incorporation or these by-laws
directed or required to be exercised or done by the stockholders.

     3.4. Vacancies. Vacancies and any newly created directorships resulting
from any increase in the number of directors may be filled by vote of the
holders of the particular class or series of stock entitled to elect such
director at a meeting called for the purpose, or by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director, in
each case elected by the particular class or series of stock entitled to elect
such directors. When one or more directors shall resign from the board,
effective at a future date, a majority of the directors then in office,
including those who have resigned, who were elected by the particular class or
series of stock entitled to elect such resigning director or directors shall
have power to fill such vacancy or vacancies, the vote or action by writing
thereon to take effect when such resignation or resignations shall become
effective. The directors shall have and may exercise all their powers
notwithstanding the existence of one or more vacancies in their number, subject
to any requirements of law or of the certificate of incorporation or of these
by-laws as to the number of directors required for a quorum or for any vote or
other actions.

     3.5. Committees. The board of directors may, by vote of a majority of the
whole board, (a) designate, change the membership of or terminate the existence
of any committee or committees, each committee to consist of one or more of the
directors; (b) designate one or more directors as alternate members of any such
committee who may replace any absent or disqualified member at any meeting of
the committee; and (c) determine the extent to which each such committee shall
have and may exercise the powers of the board of directors in the management of
the business and affairs of the corporation, including the power to authorize
the seal of the corporation to be affixed to all papers which require it and the
power and authority to declare dividends or to authorize the issuance of stock;
excepting, however, such powers which by law, by the certificate of
incorporation or by these by-laws they are prohibited from so delegating. In the
absence or disqualification of any member of such committee and his alternate,
if any, the member or members thereof present at any meeting and not
disqualified from voting, whether or not constituting a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in the
place of any such absent or disqualified member. Except as the board of
directors may otherwise determine, any committee may make rules for the conduct
of its business, but unless otherwise provided by the board or such rules, its
business shall be conducted as nearly as may be in the same manner as is
provided by these by-laws for the conduct of business by the board of directors.
Each committee shall keep regular minutes of its meetings and report the same to
the board of directors upon request.

     3.6. Regular Meetings. Regular meetings of the board of directors may be
held without call or notice at such places within or without the State of
Delaware and at such times as the board may from


                                       -4-



time to time determine, provided that notice of the first regular meeting
following any such determination shall be given to absent directors. A regular
meeting of the directors may be held without call or notice immediately after
and at the same place as the annual meeting of stockholders.

     3.7. Special Meetings. Special meetings of the board of directors may be
held at any time and at any place within or without the state of incorporation
designated in the notice of the meeting, when called by the chairman of the
board, if any, the president, or by one-third or more in number of the
directors, reasonable notice thereof being given to each director by the
secretary or by the chairman of the board, if any, the president or any one of
the directors calling the meeting.

     3.8. Notice. It shall be reasonable and sufficient notice to a director to
send notice by mail or overnight courier at least forty-eight hours or by
telegram at least twenty-four hours before the meeting addressed to him at his
usual or last known business or residence address or to give notice to him in
person or by telephone at least twenty-four hours before the meeting. Notice of
a meeting need not be given to any director if a written waiver of notice,
executed by him before or after the meeting, is filed with the records of the
meeting, or to any director who attends the meeting without protesting prior
thereto or at its commencement the lack of notice to him. Neither notice of a
meeting nor a waiver of a notice need specify the purposes of the meeting.

     3.9. Quorum. Except as may be otherwise provided by law, by the certificate
of incorporation or by these by-laws, at any meeting of the directors a majority
of the directors then in office shall constitute a quorum; a quorum shall not in
any case be less than one-third of the total number of directors constituting
the whole board. Any meeting may be adjourned from time to time by a majority of
the votes cast upon the question, whether or not a quorum is present, and the
meeting may be held as adjourned without further notice.

     3.10. Action by Vote. Except as may be otherwise provided by law, by the
certificate of incorporation or by these by-laws, when a quorum is present at
any meeting the vote of a majority of the directors present shall be the act of
the board of directors.

     3.11. Action Without a Meeting. Any action required or permitted to be
taken at any meeting of the board of directors or a committee thereof may be
taken without a meeting if all the members of the board or of such committee, as
the case may be, consent thereto in writing, and such writing or writings are
filed with the records of the meetings of the board or of such committee. Such
consent shall be treated for all purposes as the act of the board or of such
committee, as the case may be.

     3.12. Participation in Meetings by Conference Telephone. Members of the
board of directors, or any committee designated by such board, may participate
in a meeting of such board or committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other or by any other means permitted by law. Such
participation shall constitute presence in person at such meeting.

     3.13. Compensation. In the discretion of the board of directors, each
director may be paid such fees for his services as director and be reimbursed
for his reasonable expenses incurred in the performance of his duties as
director as the board of directors from time to time may determine. Nothing
contained in this section shall be construed to preclude any director from
serving the corporation in any other capacity and receiving reasonable
compensation therefor.

     3.14. Interested Directors and Officers.


                                       -5-



     (a) No contract or transaction between the corporation and one or more of
its directors or officers, or between the corporation and any other corporation,
partnership, association, or other organization in which one or more of the
corporation's directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the board or committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purpose, if:

          (1) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the board of directors
or the committee, and the board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or

          (2) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or

          (3) The contract or transaction is fair as to the corporation as of
the time it is authorized, approved or ratified, by the board of directors, a
committee thereof, or the stockholders.

     (b) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or of a committee
which authorizes the contract or transaction.

                         Section 4. OFFICERS AND AGENTS

     4.1. Enumeration; Qualification. The officers of the corporation shall be a
president, a treasurer, a secretary and such other officers, if any, as the
board of directors from time to time may in its discretion elect or appoint
including without limitation a chairman of the board, one or more vice
presidents and a controller. The corporation may also have such agents, if any,
as the board of directors from time to time may in its discretion choose. Any
officer may be but none need be a director or stockholder. Any two or more
offices may be held by the same person. Any officer may be required by the board
of directors to secure the faithful performance of his duties to the corporation
by giving bond in such amount and with sureties or otherwise as the board of
directors may determine.

     4.2. Powers. Subject to law, to the certificate of incorporation and to the
other provisions of these by-laws, each officer shall have, in addition to the
duties and powers herein set forth, such duties and powers as are commonly
incident to his office and such additional duties and powers as the board of
directors may from time to time designate.

     4.3. Election. The officers may be elected by the board of directors at
their first meeting following the annual meeting of the stockholders or at any
other time. At any time or from time to time the directors may delegate to any
officer their power to elect or appoint any other officer or any agents.

     4.4. Tenure. Each officer shall hold office until his respective successor
is chosen and qualified unless a shorter period shall have been specified by the
terms of his election or appointment, or in each case until he sooner dies,
resigns, is removed or becomes disqualified. Each agent shall retain his
authority at the pleasure of the directors, or the officer by whom he was
appointed or by the officer who then holds agent appointive power.


                                       -6-



     4.5. Chairman of the Board of Directors, President and Vice President. The
chairman of the board, if any, shall have such duties and powers as shall be
designated from time to time by the board of directors. Unless the board of
directors otherwise specifies, the chairman of the board, or if there is none
the chief executive officer, shall preside, or designate the person who shall
preside, at all meetings of the stockholders and of the board of directors.

     Unless the board of directors otherwise specifies, the president shall be
the chief executive officer and shall have direct charge of all business
operations of the corporation and, subject to the control of the directors,
shall have general charge and supervision of the business of the corporation.

     Any vice presidents shall have such duties and powers as shall be set forth
in these by-laws or as shall be designated from time to time by the board of
directors or by the president.

     4.6. Treasurer and Assistant Treasurers. Unless the board of directors
otherwise specifies, the treasurer shall be in charge of the corporation's funds
and valuable papers, and shall have such other duties and powers as may be
designated from time to time by the board of directors or by the president. If
no controller is elected, the treasurer shall, unless the board of directors
otherwise specifies, also have the duties and powers of the controller. Any
assistant treasurers shall have such duties and powers as shall be designated
from time to time by the board of directors, the president or the treasurer.

     4.7. Controller and Assistant Controllers. If a controller is elected, he
shall, unless the board of directors otherwise specifies, be in charge of its
books of account and accounting records, and of its accounting procedures. He
shall have such other duties and powers as may be designated from time to time
by the board of directors, the president or the treasurer. Any assistant
controller shall have such duties and powers as shall be designated from time to
time by the board of directors, the president, the treasurer or the controller.

     4.8. Secretary and Assistant Secretaries. The secretary shall record all
proceedings of the stockholders, of the board of directors and of committees of
the board of directors in a book or series of books to be kept therefor and
shall file therein all actions by written consent of stockholders or directors.
In the absence of the secretary from any meeting, an assistant secretary, or if
there be none or he is absent, a temporary secretary chosen at the meeting,
shall record the proceedings thereof. Unless a transfer agent has been appointed
the secretary shall keep or cause to be kept the stock and transfer records of
the corporation, which shall contain the names and record addresses of all
stockholders and the number of shares registered in the name of each
stockholder. He shall have such other duties and powers as may from time to time
be designated by the board of directors or the president. Any assistant
secretaries shall have such duties and powers as shall be designated from time
to time by the board of directors, the president or the secretary.


                                       -7-



                      Section 5. RESIGNATIONS AND REMOVALS

     5.1. Any director or officer may resign at any time by delivering his
resignation in writing to the chairman of the board, if any, the president, or
the secretary or to a meeting of the board of directors. Such resignation shall
be effective upon receipt unless specified to be effective at some other time,
and without in either case the necessity of its being accepted unless the
resignation shall so state. A director (including persons elected by
stockholders or directors to fill vacancies in the board) may be removed from
office with or without cause by the vote of the holders of a majority of the
issued and outstanding shares of the particular class or series entitled to vote
in the election of such director. The board of directors may at any time remove
any officer either with or without cause. The board of directors may at any time
terminate or modify the authority of any agent.

                              Section 6. VACANCIES

     6.1. If the office of the president or the treasurer or the secretary
becomes vacant, the directors may elect a successor by vote of a majority of the
directors then in office. If the office of any other officer becomes vacant, any
person or body empowered to elect or appoint that officer may choose a
successor. Each such successor shall hold office for the unexpired term, and in
the case of the president, the treasurer and the secretary until his successor
is chosen and qualified or in each case until he sooner dies, resigns, is
removed or becomes disqualified. Any vacancy of a directorship shall be filled
as specified in Section 3.4 of these by-laws.

                            Section 7. CAPITAL STOCK

     7.1. Stock Certificates. Each stockholder shall be entitled to a
certificate stating the number and the class and the designation of the series,
if any, of the shares held by him, in such form as shall, in conformity to law,
the certificate of incorporation and the by-laws, be prescribed from time to
time by the board of directors. Such certificate shall be signed by the chairman
or vice chairman of the board, or the president or a vice president and by the
treasurer or an assistant treasurer or by the secretary or an assistant
secretary. Any of or all the signatures on the certificate may be a facsimile.
In case an officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed on such certificate shall have ceased to be
such officer, transfer agent, or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such
officer, transfer agent, or registrar at the time of its issue.

     7.2. Loss of Certificates. In the case of the alleged theft, loss,
destruction or mutilation of a certificate of stock, a duplicate certificate may
be issued in place thereof, upon such terms, including receipt of a bond
sufficient to indemnify the corporation against any claim on account thereof, as
the board of directors may prescribe.

                     Section 8. TRANSFER OF SHARES OF STOCK

     8.1. Transfer on Books. Subject to the restrictions, if any, stated or
noted on the stock certificate, shares of stock may be transferred on the books
of the corporation by the surrender to the corporation or its transfer agent of
the certificate therefor properly endorsed or accompanied by a written
assignment and power of attorney properly executed, with necessary transfer
stamps affixed, and with such proof of the authenticity of signature as the
board of directors or the transfer agent of the corporation may reasonably
require. Except as may be otherwise required by law, by the certificate of


                                       -8-



incorporation or by these by-laws, the corporation shall be entitled to treat
the record holder of stock as shown on its books as the owner of such stock for
all purposes, including the payment of dividends and the right to receive notice
and to vote or to give any consent with respect thereto and to be held liable
for such calls and assessments, if any, as may lawfully be made thereon,
regardless of any transfer, pledge or other disposition of such stock until the
shares have been properly transferred on the books of the corporation.

     It shall be the duty of each stockholder to notify the corporation of his
post office address.

     8.2. Record Date. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the board of directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the board of directors, and which record date shall
not be more than sixty nor less than ten days before the date of such meeting.
If no such record date is fixed by the board of directors, the record date for
determining the stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the board of directors may fix a new record date for the adjourned meeting.

     In order that the corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the board of directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the board of directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the board of directors. If no
such record date has been fixed by the board of directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the board of directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation by delivery to its registered office in the state of incorporation
hand or certified or registered mail, return receipt requested, to its principal
place of business or to an officer or agent of the corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. If no
record date has been fixed by the board of directors and prior action by the
board of directors is required by applicable law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
board of directors adopts the resolution taking such prior action.

     In order that the corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or to exercise any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the board of directors may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be not
more than sixty days prior to such payment, exercise or other action. If no such
record date is fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.

                            Section 9. CORPORATE SEAL


                                       -9-



     9.1. Subject to alteration by the directors, the seal of the corporation
shall consist of a flat-faced circular die with the word "Delaware" and the name
of the corporation cut or engraved thereon, together with such other words,
dates or images as may be approved from time to time by the directors.

                         Section 10. EXECUTION OF PAPERS

     10.1. Except as the board of directors may generally or in particular cases
authorize the execution thereof in some other manner, all deeds, leases,
transfers, contracts, bonds, notes, checks, drafts or other obligations made,
accepted or endorsed by the corporation shall be signed by the chairman of the
board, if any, the president, a vice president or the treasurer.

                             Section 11. FISCAL YEAR

     11.1. The fiscal year of the corporation shall end on the 31st of December.

                             Section 12. AMENDMENTS

     12.1. These by-laws may be adopted, amended or repealed by vote of a
majority of the directors then in office or by vote of a majority of the stock
outstanding and entitled to vote. Any by-law, whether adopted, amended or
repealed by the stockholders or directors, may be amended or reinstated by the
stockholders or the directors.


                                      -10-

EX-3.40

                                                                    Exhibit 3.40

                             CERTIFICATE CONCERNING
                        DISTRIBUTION OF REDUCTION SURPLUS
                       OF GOODHEW AMBULANCE SERVICE, INC.,
                            a California Corporation

          We, the undersigned, to wit, WILLIAM I. GOODHEW and BRUNO BAKEY, being
respectively the President and Treasurer of GOODHEW AMBULANCE SERVICE, INC., a
California corporation, do hereby certify:

          1. That the stated capital of said corporation has been reduced as of
January 30, 1956 from $77,500.00 to $48,400.00.

          2. That the estimated amount of the debts and liabilities of said
corporation as of January 30, 1956 is the sum of $40,226.65.

          3. That the estimated fair present value of the assets of said
corporation at all times herein mentioned has been and now is the sum of
$160,965.45.

          4. That the amount of reduction surplus resulting from the
aforementioned is the sum of $29,100.00, which amount is proposed to be
withdrawn and utilized by the corporation together with earned surplus of said
corporation in the sum of $20,900.00, in paying over a period of time a
promissory note of the corporation in the principal sum of $50,000.00 given by
the corporation in the purchase of 291 of its issued and outstanding shares of
capital stock, each of the par value of $100.00 for a total aggregate
consideration as evidenced by said promissory note in the sum of $50,000.00.

          5. That the board of directors of said corporation has determined by
resolution duly adopted at a meeting held on the 30th day of January, 1956, that
by the proposed withdrawal and distribution of such surplus the corporation will
not be rendered unable to satisfy its debts and liabilities when they fall due,
and that the assets of the corporation after such


                                       1



distribution or withdrawal taken at their fair present value are at least equal
to one and a quarter times its debts and liabilities.

          IN WITNESS WHEREOF, we have executed this certificate on the 30 day of
January, 1956.

GOODHEW AMBULANCE SERVICE, INC.


By /s/ William I. Goodhew
   ------------------------------------
   William I. Goodhew, President


By /s/ Bruno Bakey
   ------------------------------------
   Bruno Bakey, Secretary

STATE OF CALIFORNIA     )
                        )   SS.
COUNTY OF LOS ANGELES   )

     WILLIAM I. GOODHEW and BRUNO BAKEY, being first duly sworn, each for
himself deposes and says: That they are respectively the President and Treasurer
of GOODHEW AMBULANCE SERVICE, INC., the corporation mentioned in the foregoing
certificate, that they have read said certificate, and that all of the
statements made therein are true of their own knowledge.


                                          /s/ William I. Goodhew
                                          --------------------------------------
                                          William I. Goodhew


                                          /s/ Bruno Bakey
                                          --------------------------------------
                                          Bruno Bakey

Subscribed and sworn to before me this 30 day of January, 1956.


- ---------------------------------------
Notary Public in and for said County
and State.


                                       2



                            ARTICLES OF INCORPORATION

                                       OF

                         GOODHEW AMBULANCE SERVICE, INC.

                                       I.

                        The name of this corporation is:

                         GOODHEW AMBULANCE SERVICE, INC.

                                       II.

          The purposes for which this corporation is formed are:

          (a) - To carry on, operate and conduct a general ambulance service
business and for the purpose of carrying on, operating and conducting said
business, to buy, own, use, sell, lease and convey any and all kinds of
property, both real and personal, which may be reasonably necessary or
convenient for the said business, and generally to do all things that may be
necessary or convenient in the conduct of such business.

          (b) - To enter into, make, perform and carry out contracts of every
sort and kind which may be necessary or convenient for the business of this
corporation, with any person, firm, corporation, private, public or municipal,
body politic, or any state, territory or municipality of the United States, or
any foreign government, colony or body politic.

          (c) - To acquire by purchase, subscription or otherwise held,
mortgage, pledge, sell, assign, transfer, exchange, or otherwise dispose of
shares of the stock of, or voting trust certificates for shares of the stock of,
or any bonds, or other securities, evidences of indebtedness or obligations
created by, any other corporation or corporations organized under the laws of
the State of California, or of any other state, or of any country, nation or
government, and to pay therefor, in whole or in part, with cash or other
property or with shares, bonds or other obligations of this corporation, and
while the owner or holder of any such shares, or voting trust



certificates for shares, or bonds or other securities or evidences of
indebtedness or obligations of any such other corporation or corporations, to
possess and exercise in respect thereof all the rights, powers and privileges of
ownership, including the right to vote thereon, and to consent in respect
thereof for any and all purposes.

          (d) - To promote, aid and Assist, financially or otherwise,
corporations, co-partnerships, joint stock companies, syndicates, trustees,
associations and individuals to the extent legally permissible to a corporation
organized under the laws of the state of California; and to a like extent to
endorse or underwrite the shares, bonds, debentures, notes, securities or other
obligations or undertakings of any syndicate, trustee or individual, and to
guarantee the payment upon bonds, notes, debentures or other obligations of, or
the performance of any contracts by, any corporation, co-partnership, joint
stock company, association, syndicate, trustee or individual.

          (e) - To adopt, apply for, obtain, register, purchase, lease or
otherwise acquire, and to maintain, protect, hold use, own, exercise, develop,
operate and introduce, and to sell, grant licenses or other rights in respect
of, assign or otherwise dispose of or turn to account any trade-marks, trade
names, patents, patent rights, copyrights and distinctive marks and rights
analogous thereto, and inventions, improvements, processes, formulas and the
like, including such thereof as may be covered by, used in connection with, or
secured or received under, letters patent of the United States of America, or
elsewhere, or otherwise, which may be deemed capable of use in connection with
the business of the corporation, and to acquire, use, exercise or otherwise turn
to account licenses in respect of any such trade-marks, trade names, patents,
patent rights, copyrights, inventions, improvements, processes, formulas and the
like.


                                       2



          (f) - To acquire all or any part of the good will, rights, assets and
business of any person, firm, association, or corporation heretofore or
hereafter engaged in any business, in whole or in part, similar to the business
of this corporation, and to hold, utilize, and in any manner dispose of the
whole or any part of the rights and assets so acquired, and to conduct in any
lawful manner the whole or any part of the business thus acquired.

          (g) - To purchase, lease as lessee, take in exchange, or otherwise
acquire, and to own, hold, operate, sell, assign, transfer, convey, exchange,
lease as lessor, mortgage, pledge, or otherwise dispose of, and encumber, real
and personal property of every class and description, and rights and privilege
therein, in the state of California, and in any or all other states,
territories, districts, possessions, colonies, and dependencies of the United
States of America and in any or all foreign countries which maybe suitable or
convenient in connection with the business of this corporation.

          (h) - To borrow or raise moneys for any of the purposes of this
corporation without limit as to amount, and from time to time, to issue bonds,
debentures, notes or other obligations, secured or unsecured, of this
corporation for moneys so borrowed, or in payment for property acquired, or for
any of the other objects and purposes of this corporation, or in connection with
its business: to secure such bonds, debentures, notes and other obligations by
mortgage or mortgages, or deed or deeds of trust, or pledge or other lien upon
any or all of the property, rights, privileges or franchises of this
corporation, wheresoever situated, acquired or to be acquired, and to pledge,
sell or otherwise dispose of any or all other obligations of this corporation
for its corporate purposes.

          (i) - To join and become a party to, and to participate in, any plan
or agreement for the reorganization of, or the readjustment of the capital
structure of, or for the composition of


                                       3



the creditors of, any other corporation, shares of which, or voting trust
certificates for the shares of which, or bonds or other securities by evidences
of indebtedness or obligations created by which, this corporation may own, hold
or be possessed of, or entitled to a beneficial interest in, and to possess,
exercise and enjoy any and all rights, powers and privileges, for any purpose
under the terms of such plan or agreement, to the same extent that an individual
would be entitled to.

          (j) - In connection with the purchase, lease or other acquisition by
this corporation of any property, of whatsoever nature, to pay therefor in cash
or property, or to issue in exchange therefor shares, bonds or other securities
or evidences of indebtedness of this corporation, and to assume in connection
with any such acquisition any liabilities of any person, firm, association or
corporations.

          (k) - To carry out all or any part of the foregoing objects and
purposes as principal, agent, contractor or otherwise, either alone, or in
conjunction with any person, firm, association or other corporation, and in any
part of the world; and in carrying on its business and for the purpose of
attaining or furthering any of its objects or purposes, to make and perform such
contracts and to exercise any and all such powers, as a natural person would
lawfully make, perform, do or exercise, provided that the same be not
inconsistent with the laws of the State of California.

          (l) - To conduct its business in all or any of its branches in the
State of California, and in any or all other states, territories, possessions,
colonies, and dependencies of the United States of America, and in the District
of Columbia, and in any or all foreign countries, and to have one or more
offices within and outside the State of California.


                                       4



          (m) - To do any and all things necessary, suitable, convenient or
proper for, or in connection with, or incidental to, the accomplishment of any
of the purposes or the attainment of any one or more of the objects herein
enumerated, or designed directly or indirectly to promote the interests of this
corporation, or to enhance the value of any of its properties, and in general to
do any and all things and exercise any and all powers which it may now or
hereafter be lawful for the corporation to do or to exercise under the laws of
the State of California that may now or hereafter be applicable to this
corporation.

          (n) - The business or purpose of this corporation is from time to
time, and at any time, to do one or more of the acts and things herein set
forth, and to have all the powers, rights and privileges now or hereafter
conferred by the laws of the State of California upon corporations organized
under the general laws of California authorizing the formation of corporations;
provided, however, that nothing herein contained shall be deemed to authorize
this corporation to construct, hold, maintain or operate, within the state of
California, urban railroads, or interurban or street railways or telephone
lines, or to carry on within the state the business of a gas, electric, steam,
heat or power company, or to carry on within said state any other public utility
business.

          (o) - The objects specified herein shall, except as otherwise
expressed, be in no way limited or restricted by reference to or inference from
the terms of any other clause or paragraph of these Articles. The objects,
purposes and powers specified in each of the clauses or paragraphs in these
Articles shall be regarded as independent objects, purposes or powers.

          The foregoing shall be construed as objects and powers, and the
enumeration thereof shall not be held to limit or restrict in any manner the
general powers now or hereafter conferred on this corporation by the laws of the
State of California.


                                       5



                                      III.

          The County in the State of California where the principal office for
the transaction of business of this corporation is to be located is in Los
Angeles County.

                                       IV.

          This corporation is authorized to issue only one class of shares of
stock. The total number of such shares is none hundred fifty (950) shares, of
the aggregate par value of Ninety-five Thousand Dollar; ($95,000.00), and all
such shares shall be of the par value of One Hundred Dollars ($100.00) each.

                                       V.

          No distinction shall exist between the shares of this corporation or
the holders thereof.

                                       VI.

          That the number of its directors shall be four (4), and the names and
addresses of the persons who are appointed to act until the first annual meeting
of shareholders, or until the election and qualification of their successors,
are as follows:

          JAMES H. GOODHEW, SR., Los Angeles, California
          MELVA T. GOODHEW, Los Angeles, California
          JAMES H. GOODHEW, JR., Los Angeles, California
          IVAN LACHNIT, Los Angeles, California

                                      VII.

          That the capital stock of the corporation shall not be subject to
assessment. That the private property of the stockholders, directors and
officers shall not be subject to the payment of corporate debts to any extent
whatsoever.


                                       6



                                      VIII.

          The corporation reserves the right to amend, alter, change or repeal
any provision in these Articles of Incorporation, in the manner now or hereafter
prescribed by law, and all rights and powers conferred herein on stockholders,
directors and officers are subject to this reserved power.

          IN WITNESS WHEREOF, for the purpose of forming this corporation under
the laws of the State of California, we, the undersigned, constituting the
incorporators of this corporation, including the persons named hereinabove as
the first directors of this corporation, have executed these Articles of
Incorporation this 7 day of December, 1945.


                                          /s/ James H. Goodhew, Sr.
                                          --------------------------------------
                                          JAMES H. GOODHEW, SR.


                                          /s/ Melva T. Goodhew
                                          --------------------------------------
                                          MELVA T. GOODHEW


                                          /s/ James H. Goodhew, Jr.
                                          --------------------------------------
                                          JAMES H. GOODHEW, JR.


                                          /s/ Ivan Lachnit
                                          --------------------------------------
                                          IVAN LACHNIT

STATE OF CALIFORNIA,        )
   County of Los Angeles.   )   ss.

          On this 7 day of December, 1945, before me, a Notary Public in and for
the County of Los Angeles, State of California, residing therein, duly
commissioned and sworn, personally appeared JAMES H. GOODHEW, SR., MELVA T.
GOODHEW, JAMES H. GOODHEW, JR. AND IVAN LACHNIT, known to me to be the persons
whose names are subscribed to the foregoing Articles of Incorporation, and
acknowledged to me that they executed the same.

          WITNESS my hand and official seal.


/s/ X
- ---------------------------------------
NOTARY PUBLIC in and for said
County and State.


                                       7



                               AGREEMENT TO MERGE
                                  with and into
                                under the name of
                        "Goodhew Ambulance Service Inc."

          Acting Secretary of State Goodhew Ambulance Service, Inc., a
California Corporation, hereinafter sometimes called "Goodhew", and G.A.S.
Leasing Corporation, a California Corporation, hereinafter sometimes called
"G.A.S.", agree effective January 1, 1994, as follows:

                 ARTICLE 1. RECITALS OF CONSTITUENT CORPORATIONS

                            Disappearing Corporation

     Section 1.01 G.A.S. is a corporation duly organized, validly existing, and
in good standing under the laws of the State of California ("the disappearing
corporation").

                                    Survivor

     Section 1.02 Goodhew is a corporation duly organized, validly existing, and
in good standing under the laws of the State of California.

                          Which Corporation Is Survivor

     Section 1.03 Goodhew is to be the surviving corporation ("surviving
corporation"), as that term is defined in the General Corporation Law of
California, to the merger described in this agreement.

                                ARTICLE 2. MERGER

                              Surviving Corporation

     G.A.S. shall be merged into Goodhew under the laws of the State of
California.

                         ARTICLE 3. TERMS AND CONDITIONS

                               Negative Covenants

     Section 3.01. Between the date of this agreement and the date on which the
merger shall become effective, either constituent corporation shall not:

     (a) Declare or pay any dividends to its shareholders.

     (b) Except in the normal course of business and for adequate value, dispose
of any of its assets.


                                  Page 1 of 4



                        Further Assignments or Assurances

     Section 3.02. If at any time the surviving corporation shall consider or be
advised that any further assignments or assurances in law are necessary to vest
or to perfect or to confirm of record in the surviving corporation the title to
any property or rights of Goodhew, or otherwise carry out the provisions hereof,
the proper officers and directors of G.A.S., as of the effective date of the
merger, shall execute and deliver all proper deeds, assignments, confirmations,
and assurances in law, and do all acts proper to vest, perfect, and confirm
title to such property or rights in the surviving corporation, and otherwise
carry out the provisions hereof.

                      ARTICLE 4. BASIS OF CONVERTING SHARES

                                      Basis

     Section 4.01. (a) G.A.S. and Goodhew agree that G.A.S. has a fair market
value of Two Million, Three Hundred Nine Thousand, Nine Hundred Thirteen Dollars
($2,309,913) and Goodhew has a fair market value of Twenty Million, One Hundred
Eighty Seven, Six Hundred Dollars ($20,187,600).

     (b) At the effective date of the merger, January 1, 1994, all of the
outstanding shares of the common stock of the disappearing corporation, each
share having a value of $231.00 per share, or 10,000 shares (other than shares
held by disappearing corporation as treasury shares) shall be converted into 50
shares of common stock, each share having a value of Forty Six Thousand, Two
Hundred Ninety One and 18/100 Dollars (46,291.18) per share of the surviving
corporation. The total number of shares of stock of the surviving Corporation
after the merger shall be Four Hundred Eight Six (486) Shares.

     (c) Any shares of the disappearing corporation, common or preferred, held
by the disappearing corporation in its treasury on the effective date of the
merger shall be surrendered to the surviving corporation for cancellation.

     (d) A Schedule ("Schedule") of Shareholders of the disappearing
corporation's shareholders and the stock they shall receive pursuant to this
agreement is attached hereto and made a part hereof as Exhibit "A".

                                    Exchange

     Section 4.02. Each holder of the shares of the disappearing corporation
shall surrender their shares, properly endorsed, to the surviving corporation or
its agent, and shall thereupon receive in exchange therefor a certificate or
certificates representing the number of shares of the surviving corporation into
which the shares of the disappearing corporation have been converted.

                               Shares of Survivor

     Section 4.03. The presently outstanding 436 shares of common stock of
Goodhew, shall remain outstanding as common stock of the surviving corporation.


                                     2 of 4



                              ARTICLE 5. DIRECTORS

                                Board of Survivor

     Section 5.01. The present Board of Directors of Goodhew shall continue to
serve as the Board of Directors of the surviving corporation until the next
annual meeting or until such time as their successors have been elected and
qualified.

                              Articles of Survivor

     Section 6.01. The articles of Goodhew, as existing on the effective date of
the merger, shall continue in full force as the articles of the surviving
corporation until altered, amended as provided therein, or as provided by law.

                                ARTICLE 7. BYLAWS

                               Bylaws of Survivor

     Section 7.01. The bylaws of Goodhew, as existing on the effective date of
the merger, shall continue in full force as the bylaws of the surviving
corporation until altered, amended, or repealed as provided therein or as
provided by law.

                    ARTICLE 8. INTERPRETATION AND ENFORCEMENT

                                     Notices

     Section 8.01. Any notice, request, demand, or other communication required
or permitted hereunder shall be deemed to be properly given when deposited in
the United States mail, postage prepaid, or when deposited with a public
telegraph company for transmittal, charges prepaid, addressed:

     (a) In the case of G.A.S. to: G.A.S. Corporation, a California corporation,
Attn.: Walter Howell, 5420 W. Jefferson Blvd., Los Angeles, California 90016, or
to such other person or address as G.A.S. may from time to time furnish to
Goodhew;

     (b) In the case of Goodhew to: Goodhew Ambulance Service, Inc., a
California corporation, Attn.: Walter Howell, 5420 W. Jefferson Blvd., Los
Angeles, California 90016, or to such other person or address as Goodhew may
from time to time furnish to G.A.S.

                             Counterpart Executions

     Section 8.02. This agreement may be executed in any number of counterparts,
each of which shall be deemed an original.


                                     3 of 4



                                 Controlling Law

     Section 8.03. The validity, interpretation, and performance of this
agreement shall be controlled by and construed under the laws of the State of
California, the state in which this agreement is being executed.

Dated: January 1, 1994

G.A.S. Leasing Corporation,
a California Corporation


By: /s/ James K. Witte
    -----------------------------------
    James K. Witte, Secretary


By: /s/ Walter Howell
    -----------------------------------
    Walter Howell, Chief Executive
    Officer and President


By: /s/ Eloise C. Goodhew
    -----------------------------------
    Eloise C. Goodhew, Chairman of
    the Board of Directors


Goodhew Ambulance Service, Inc.,
a California Corporation


By: /s/ James K. Witte
    -----------------------------------
    James K. Witte, Secretary


By: /s/ Walter Howell
    -----------------------------------
    Walter Howell, Chief Executive
    Officer and President


By: /s/ Eloise C. Goodhew
    -----------------------------------
    Eloise C. Goodhew, Chairman of
    the Board of Directors


                                     4 of 4



                                   EXHIBIT "A"

                            SCHEDULE OF SHAREHOLDERS



SHAREHOLDERS                                              SHARES
- ------------                                              ------
                                                       
Eloise C. Goodhew, As Trustee of the William I. Goodhew   9,000 shares
Family Trust Dated 1-24-68, Amended and Restated          converted to 45
04-08-91                                                  shares

Walter Howell and Nancy Howell, Co-Trustees               1,000 shares
of the Howell Family Trust Dated 09-06-89                 converted to 5 shares




                         OFFICERS' CERTIFICATE OF MERGER
                                       FOR
                           G.A.S. LEASING CORPORATION,
                            A CALIFORNIA CORPORATION

     We, the undersigned, do certify that:

     1. We are, and at all times herein mentioned, were the duly elected and
qualified Chairman of the Board of Directors and Chief Executive Officer, and
Secretary and Treasurer of G.A.S. Leasing Corporation, a California corporation,
a corporation organized and existing under the laws of the State of California.

     2. As of December 31, 1993, the principal terms of the merger agreement in
the form attached hereto were approved by that corporation by a vote of a number
of shares of the sole class of stock of the G.A.S. which equaled or exceeded the
vote required, under the General Corporation Law of California, for approval of
the principal terms of the merger described in the attached agreement by the
outstanding shares of said class of shares of said corporation.

     3. The total number of outstanding shares said corporation entitled to vote
on the merger was and is 10,000 shares of common stock.

     4. The percentage vote required, and the number and percentage of
affirmative votes cast is as follows:



               Percentage Votes   Affirmative Votes   Percentage Vote
Class:         Required:          Cast:               Obtained:
- ------         ----------------   -----------------   ---------------
                                             
Common Stock          51%           100% (10,000)           100%


     We declare under penalty of perjury that the foregoing matters stated in
this certificate are true of our own knowledge. Executed at Redondo Beach,
California.

Dated: December 31, 1993


/s/ Walter Howell
- ---------------------------------------
Walter Howell, Chief Executive
Officer and President


/s/ James K. Witte
- ---------------------------------------
James K. Witte, Secretary and
Treasurer


/s/ Eloise C. Goodhew
- ---------------------------------------
Eloise C. Goodhew, Chairman of the
Board of Directors


                                   Page 1 of 1


                         OFFICERS' CERTIFICATE OF MERGER
                                       FOR
                        GOODHEW AMBULANCE SERVICE, INC.,
                            A CALIFORNIA CORPORATION

     We, the undersigned, do certify that:

     1. We are, and at all times herein mentioned, were the duly elected and
qualified Chairman of the Board of Directors and Chief Executive Officer, and
Secretary and Treasurer of Goodhew Ambulance Service, Inc., a California
corporation, a corporation organized and existing under the laws of the State of
California.

     2. As of December 31, 1993, the principal terms of the merger agreement in
the form attached hereto were approved by that corporation by a vote of a number
of shares of the sole class of stock of the Goodhew Ambulance Service, Inc.
which equaled or exceeded the vote required, under the General Corporation Law
of California, for approval of the principal terms of the merger described in
the attached agreement by the outstanding shares of said class of shares of said
corporation.

     3. The total number of outstanding shares said corporation entitled to vote
on the merger was and is 436 shares of common stock.

     4. The percentage vote required, and the number and percentage of
affirmative votes cast is as follows:



               Percentage Votes   Affirmative Votes   Percentage Vote
Class:         Required:          Cast:               Obtained:
- ------         ----------------   -----------------   ---------------
                                             
Common Stock          51%             100% (436)            100%


     We declare under penalty of perjury that the foregoing matters stated in
this certificate are true of our own knowledge. Executed at Redondo Beach,
California.

Dated: December 31, 1993


/s/ Walter Howell
- ---------------------------------------
Walter Howell, Chief Executive
Officer and President


/s/ James K. Witte
- ---------------------------------------
James K. Witte, Secretary and
Treasurer


                                   Page 1 of 1



                           AGREEMENT OF MERGER BETWEEN
                      PROFESSIONAL AMBULANCE SERVICES, INC.
                                       and
                         GOODHEW AMBULANCE SERVICE, INC.
                       (Under Section 1101 of the General
                   Corporation Law of the State of California)

     This Agreement of Merger is entered into between GOODHEW AMBULANCE SERVICE
INC., a California corporation (herein "Surviving Corporation") and PROFESSIONAL
AMBULANCE SERVICE, INC., a California corporation (herein "Merging
Corporation"), on August 7, 1997. The Surviving Corporation and the Merging
Corporation agree as follows:

                                    RECITALS

     A. Merging Corporation is a corporation duly organized, validly existing,
and in good standing under the laws of the State of California. Merging
Corporation is a wholly owned subsidiary of LAIDLAW MEDICAL TRANSPORTATION,
INC., a Delaware corporation, which is a wholly owned subsidiary of CARELINE,
INC., a Delaware corporation; and

     B. Surviving Corporation is a corporation duly organized, validly existing,
and in good standing under the laws of the State of California. Surviving
Corporation is a wholly owned subsidiary of LAIDLAW MEDICAL TRANSPORTATION,
INC., a Delaware corporation, which is a wholly owned subsidiary of CARELINE,
INC., a Delaware corporation; and

     C. Surviving Corporation and Merging Corporation are brother-sister
corporations, each having the ultimate common parent of CARELINE, INC., a
Delaware corporation; and

     D. GOODHEW AMBULANCE SERVICE, INC. is to be the surviving corporation, as
that term is defined in the General Corporation Law of California, to the merger
described in this agreement.


                                        1



     IT IS AGREED AS FOLLOWS:

     1. Merger. Merging Corporation shall be merged into GOODHEW AMBULANCE
SERVICE, INC. under the laws of the State of California.

     2. Further Assignments or Assurances. If at any time the Surviving
Corporation shall consider or be advised that any further assignments or
assurances in law are necessary to vest or to perfect or to confirm of record in
the Surviving Corporation the title to any property or rights of Merging
Corporation, or otherwise carry out the provisions hereof, the proper officers
and directors of Merging Corporation, as of the effective date of the merger,
shall execute and deliver all proper deeds, assignments, confirmations, and
assurances in law, and do all acts proper to vest, perfect, and confirm title to
such property or rights in the Surviving Corporation, and otherwise carry out
the provisions hereof.

     3. Basis of Converting Shares.

          (a) At the effective date of the merger, each share of the common
stock of the Merging Corporation (other than shares held by Merging Corporation
as treasury shares) shall be converted into one (1) fully paid and
non-assessable share of common stock of the Surviving Corporation.

          (b) Any shares of the Merging Corporation, common or preferred, held
by the Merging Corporation in its treasury on the effective date of the merger
shall be surrendered to the Surviving Corporation for cancellation.

     4. Board of Survivor. The present Board of Directors of GOODHEW AMBULANCE
SERVICE, INC. shall continue to serve as the Board of Directors of the Surviving
Corporation until the next annual meeting or until such time as their successors
have been elected and qualified.


                                        2



     5. Articles of Survivor. The Articles of GOODHEW AMBULANCE SERVICE, INC.,
as existing on the effective date of the merger, shall continue in full force as
the Articles of the Surviving Corporation until altered, amended as provided
therein, or as provided by law.

     6. Bylaws of Survivor. The bylaws of GOODHEW AMBULANCE SERVICE, INC., as
existing on the effective date of the merger, shall continue in full force as
the bylaws of the Surviving Corporation until altered, amended, or repealed as
provided therein or as provided by law.

     7. Miscellaneous.

          (a) This agreement may be executed in any number of counterparts, each
of which shall be deemed an original.

          (b) The validity, interpretation, effect of, effective date and
performance of this agreement shall be controlled by and construed under the
laws of the State of California, the state in which this agreement is being
executed.

     Executed on August 7, 1997, at Fremont, California.

PROFESSIONAL AMBULANCE SERVICE, INC.


By: /s/ Gregory K. Guckes
    -----------------------------------
    Gregory K. Guckes, President


By: /s/ William B. Cooper
    -----------------------------------
    William B. Cooper, Assistant
    Secretary


GOODHEW AMBULANCE SERVICE, INC.


By: /s/ Gregory K. Guckes
    -----------------------------------
    Gregory K. Guckes, President


By: /s/ William B. Cooper
    -----------------------------------
    William B. Cooper, Assistant
    Secretary


                                        3



                         GOODHEW AMBULANCE SERVICE, INC.
                             CERTIFICATE OF APPROVAL
                                       OF
                               AGREEMENT OF MERGER

     The undersigned do hereby certify that:

     1. We are the President and Assistant Secretary, respectively, of GOODHEW
AMBULANCE SERVICE, INC., a California corporation.

     2. The Agreement of Merger in the form attached hereto was duly approved by
the shareholders and directors of the corporation.

     3. The shareholder approval was by 100% of the outstanding shares of the
corporation.

     4. There is only one class of shares and the number of shares outstanding
is one (1).

     We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.

Dated: August 7, 1997


/s/ Gregory K. Guckes
- ---------------------------------------
Gregory K. Guckes, President


/s/ William B. Cooper
- ---------------------------------------
William B. Cooper, Assistant
Secretary


                                        1



                      PROFESSIONAL AMBULANCE SERVICE, INC.
                             CERTIFICATE OF APPROVAL
                                       OF
                               AGREEMENT OF MERGER

     The undersigned do hereby certify that:

     1. We are the President and Assistant Secretary, respectively, of
PROFESSIONAL AMBULANCE SERVICE, INC., a California corporation.

     2. The Agreement of Merger in the form attached hereto was duly approved by
the shareholders and directors of the corporation.

     3. The shareholder approval was by 100% of the outstanding shares of the
corporation.

     4. There is only one class of shares and the number of shares outstanding
is one (1).

     We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.

Dated: August 7, 1997


/s/ Gregory K. Guckes
- ---------------------------------------
Gregory K. Guckes, President


/s/ William B. Cooper
- ---------------------------------------
William B. Cooper, Assistant Secretary



                           AGREEMENT OF MERGER BETWEEN
                         WILSON AMBULANCE SERVICES, INC.
                                       and
                         GOODHEW AMBULANCE SERVICE, INC.
                       (Under Section 1101 of the General
                   Corporation Law of the State of California)

     This Agreement of Merger is entered into between GOODHEW AMBULANCE SERVICE
INC., a California corporation (herein "Surviving Corporation") and WILSON
AMBULANCE SERVICE, INC., a California corporation (herein "Merging
Corporation"), on August 7, 1997. The Surviving Corporation and the Merging
Corporation agree as follows:

                                    RECITALS

     A. Merging Corporation is a corporation duly organized, validly existing,
and in good standing under the laws of the State of California. Merging
Corporation is a wholly owned subsidiary of AMERICAN MEDICAL RESPONSE WEST, a
California corporation, which is a wholly owned subsidiary of AMERICAN MEDICAL
RESPONSE, INC., a Delaware corporation, which is a wholly owned subsidiary of
CARELINE, INC., a Delaware corporation; and

     B. Surviving Corporation is a corporation duly organized, validly existing,
and in good standing under the laws of the State of California. Surviving
Corporation is a wholly owned subsidiary of LAIDLAW MEDICAL TRANSPORTATION,
INC., a Delaware corporation, which is a wholly owned subsidiary of CARELINE,
INC., a Delaware corporation; and

     C. Surviving Corporation and Merging Corporation are brother-sister
corporations, each having the ultimate common parent of CARELINE, INC., a
Delaware corporation; and


                                        1



     D. GOODHEW AMBULANCE SERVICE, INC. is to be the surviving corporation, as
that term is defined in the General Corporation Law of California, to the merger
described in this agreement.

     IT IS AGREED AS FOLLOWS:

     1. Merger. Merging Corporation shall be merged into GOODHEW AMBULANCE
SERVICE, INC. under the laws of the State of California.

     2. Further Assignments or Assurances. If at any time the Surviving
Corporation shall consider or be advised that any further assignments or
assurances in law are necessary to vest or to perfect or to confirm of record in
the Surviving Corporation the title to any property or rights of Merging
Corporation, or otherwise carry out the provisions hereof, the proper officers
and directors of Merging Corporation, as of the effective date of the merger,
shall execute and deliver all proper deeds, assignments, confirmations, and
assurances in law, and do all acts proper to vest, perfect, and confirm title to
such property or rights in the Surviving Corporation, and otherwise carry out
the provisions hereof.

     3. Basis of Converting Shares.

     (a) At the effective date of the merger, each share of the common stock of
the Merging Corporation (other than shares held by Merging Corporation as
treasury shares) shall be converted into one (1) fully paid and non-assessable
share of common stock of the Surviving Corporation.

     (b) Any shares of the Merging Corporation, common or preferred, held by the
Merging Corporation in its treasury on the effective date of the merger shall be
surrendered to the Surviving Corporation for cancellation.


                                        2




     4. Board of Survivor. The present Board of Directors of GOODHEW AMBULANCE
SERVICE, INC. shall continue to serve as the Board of Directors of the Surviving
Corporation until the next annual meeting or until such time as their successors
have been elected and qualified.

     5. Articles of Survivor. The Articles of GOODHEW AMBULANCE SERVICE, INC.,
as existing on the effective date of the merger, shall continue in full force as
the Articles of the Surviving Corporation until altered, amended as provided
therein, or as provided by law.

     6. Bylaws of Survivor. The bylaws of GOODHEW AMBULANCE SERVICE, INC., as
existing on the effective date of the merger, shall continue in full force as
the bylaws of the Surviving Corporation until altered, amended, or repealed as
provided therein or as provided by law.

     7. Miscellaneous.

          (a) This agreement may be executed in any number of counterparts, each
of which shall be deemed an original.

          (b) The validity, interpretation, effect of, effective date and
performance of this agreement shall be controlled by and construed under the
laws of the State of California, the state in which this agreement is being
executed.

Executed on August 7, 1997, at Fremont, California.

WILSON AMBULANCE SERVICE, INC.


By: /s/ Gregory K. Guckes
    -----------------------------------
    Gregory K. Guckes, President


By: /s/ William B. Cooper
    -----------------------------------
    William B. Cooper, Assistant
    Secretary


                                        3



GOODHEW AMBULANCE SERVICE, INC.


By: /s/ Gregory K. Guckes
    -----------------------------------
    Gregory K. Guckes, President


By: /s/ William B. Cooper
    -----------------------------------
    William B. Cooper, Assistant
    Secretary


                                        4



                         GOODHEW AMBULANCE SERVICE, INC.
                             CERTIFICATE OF APPROVAL
                                       OF
                               AGREEMENT OF MERGER

     The undersigned do hereby certify that:

     1. We are the President and Assistant Secretary, respectively, of GOODHEW
AMBULANCE SERVICE, INC., a California corporation.

     2. The Agreement of Merger in the form attached hereto was duly approved by
the shareholders and directors of the corporation.

     3. The shareholder approval was by 100% of the outstanding shares of the
corporation.

     4. There is only one class of shares and the number of shares outstanding
is one (1).

     We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.

Dated: August 7, 1997


/s/ Gregory K. Guckes
- ---------------------------------------
Gregory K. Guckes, President


/s/ William B. Cooper
- ---------------------------------------
William B. Cooper, Assistant Secretary



                         WILSON AMBULANCE SERVICE, INC.
                             CERTIFICATE OF APPROVAL
                                       OF
                               AGREEMENT OF MERGER

     The undersigned do hereby certify that:

     1. We are the President and Assistant Secretary, respectively, of WILSON
AMBULANCE SERVICE, INC., a California corporation.

     2. The Agreement of Merger in the form attached hereto was duly approved by
the shareholders and directors of the corporation.

     3. The shareholder approval was by 100% of the outstanding shares of the
corporation.

     4. There is only one class of shares and the number of shares outstanding
is one (1).

     We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.

Dated: August 7, 1997


/s/ Gregory K. Guckes
- ---------------------------------------
Gregory K. Guckes, President


/s/ William B. Cooper
- ---------------------------------------
William B. Cooper, Assistant Secretary



                           AGREEMENT OF MERGER BETWEEN
                         CRIPPEN AMBULANCE SERVICE, INC.
                                       and
                         GOODHEW AMBULANCE SERVICE, INC.
                       (Under Section 1101 of the General
                   Corporation Law of the State of California)

     This Agreement of Merger is entered into between GOODHEW AMBULANCE SERVICE,
INC., a California corporation (herein "Surviving Corporation") and CRIPPEN
AMBULANCE SERVICE, INC., a California corporation (herein "Merging
Corporation"), on August 7, 1997. The Surviving Corporation and the Merging
Corporation agree as follows:

                                    RECITALS

     A. Merging Corporation is a corporation duly organized, validly existing,
and in good standing under the laws of the State of California. Merging
Corporation is a wholly owned subsidiary of LAIDLAW MEDICAL TRANSPORTATION,
INC., a Delaware corporation, which is a wholly owned subsidiary of CARELINE,
INC., a Delaware corporation; and

     B. Surviving Corporation is a corporation duly organized, validly existing,
and in good standing under the laws of the State of California. Surviving
Corporation is a wholly owned subsidiary of LAIDLAW MEDICAL TRANSPORTATION,
INC., a Delaware corporation, which is a wholly owned subsidiary of CARELINE,
INC., a Delaware corporation; and

     C. Surviving Corporation and Merging Corporation are brother-sister
corporations, each having the ultimate common parent of CARELINE, INC., a
Delaware corporation; and

     D. GOODHEW AMBULANCE SERVICE, INC. is to be the surviving corporation, as
that term is defined in the General Corporation Law of California, to the merger
described in this agreement.


                                        1



     IT IS AGREED AS FOLLOWS:

     1. Merger. Merging Corporation shall be merged into GOODHEW AMBULANCE
SERVICE, INC. under the laws of the State of California.

     2. Further Assignments or Assurances. If at any time the Surviving
Corporation shall consider or be advised that any further assignments or
assurances in law are necessary to vest or to perfect or to confirm of record in
the Surviving Corporation the title to any property or rights of Merging
Corporation, or otherwise carry out the provisions hereof, the proper officers
and directors of Merging Corporation, as of the effective date of the merger,
shall execute and deliver all proper deeds, assignments, confirmations, and
assurances in law, and do all acts proper to vest, perfect, and confirm title to
such property or rights in the Surviving Corporation, and otherwise carry out
the provisions hereof.

     3. Basis of Converting Shares.

          (a) At the effective date of the merger, each share of the common
stock of the Merging Corporation (other than shares held by Merging Corporation
as treasury shares) shall be converted into one (1) fully paid and
non-assessable share of common stock of the Surviving Corporation.

          (b) Any shares of the Merging Corporation, common or preferred, held
by the Merging Corporation in its treasury on the effective date of the merger
shall be surrendered to the Surviving Corporation for cancellation.

     4. Board of Survivor. The present Board of Directors of GOODHEW AMBULANCE
SERVICE, INC. shall continue to serve as the Board of Directors of the Surviving
Corporation until the next annual meeting or until such time as their successors
have been elected and qualified.


                                        2



     5. Articles of Survivor. The Articles of GOODHEW AMBULANCE SERVICE, INC.,
as existing on the effective date of the merger, shall continue in full force as
the Articles of the Surviving Corporation until altered, amended as provided
therein, or as provided by law.

     6. Bylaws of Survivor. The bylaws of GOODHEW AMBULANCE SERVICE, INC., as
existing on the effective date of the merger, shall continue in full force as
the bylaws of the Surviving Corporation until altered, amended, or repealed as
provided therein or as provided by law.

     7. Miscellaneous.

          (a) This agreement may be executed in any number of counterparts, each
of which shall be deemed an original.

          (b) The validity, interpretation, effect of, effective date and
performance of this agreement shall be controlled by and construed under the
laws of the State of California, the state in which this agreement is being
executed.

     Executed on August 7, 1997, at Fremont, California.

CRIPPEN AMBULANCE SERVICE, INC.


By: /s/ Gregory K. Guckes
    -----------------------------------
     Gregory K. Guckes, President


By: /s/ William B. Cooper
    -----------------------------------
    William B. Cooper, Assistant
    Secretary


GOODHEW AMBULANCE SERVICE, INC.


By: /s/ Gregory K. Guckes
    -----------------------------------
     Gregory K. Guckes, President


By: /s/ William B. Cooper
    -----------------------------------
    William B. Cooper, Assistant
    Secretary


                                        3



                         GOODHEW AMBULANCE SERVICE, INC.
                             CERTIFICATE OF APPROVAL
                                       OF
                               AGREEMENT OF MERGER

     The undersigned do hereby certify that:

     1. We are the President and Assistant Secretary, respectively, of GOODHEW
AMBULANCE SERVICE, INC., a California corporation.

     2. The Agreement of Merger in the form attached hereto was duly approved by
the shareholders and directors of the corporation.

     3. The shareholder approval was by 100% of the outstanding shares of the
corporation.

     4. There is only one class of shares and the number of shares outstanding
is one (1).

     We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.

Dated: August 7, 1997


/s/ Gregory K. Guckes
- ---------------------------------------
Gregory K. Guckes, President


/s/ William B. Cooper
- ---------------------------------------
William B. Cooper, Assistant Secretary



                         CRIPPEN AMBULANCE SERVICE, INC.
                             CERTIFICATE OF APPROVAL
                                       OF
                               AGREEMENT OF MERGER

     The undersigned do hereby certify that:

     1. We are the President and Assistant Secretary, respectively, of CRIPPEN
AMBULANCE SERVICE, INC., a California corporation.

     2. The Agreement of Merger in the form attached hereto was duly approved by
the shareholders and directors of the corporation.

     3. The shareholder approval was by 100% of the outstanding shares of the
corporation.

     4. There is only one class of shares and the number of shares outstanding
is one (1).

     We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.

     Dated: August 7, 1997


/s/ Gregory K. Guckes
- ---------------------------------------
Gregory K. Guckes, President


/s/ William B. Cooper
- ---------------------------------------
William B. Cooper, Assistant Secretary



                            CERTIFICATE OF AMENDMENT
                                       of
                            ARTICLES OF INCORPORATION
                                       of
                         GOODHEW AMBULANCE SERVICE, INC.
                            a California Corporation

     GREGORY K. GUCKES and WILLIAM B. COOPER hereby certify that:

     1. They are the President and Assistant Secretary, respectively of Goodhew
Ambulance Service, Inc. (the "Corporation"), a California Corporation.

     2. The Board of Directors of the Corporation has approved the following
amendment to the Articles of Incorporation of the Corporation:

                                       "I

     The name of this corporation is AMERICAN MEDICAL RESPONSE OF SOUTHERN
CALIFORNIA."

     3. The foregoing amendment of the Articles of Incorporation of the
Corporation has been duly approved by the required vote of the shareholders in
accordance with Section 902 of the California Corporations Code. The total
number of outstanding shares of each class entitled to vote on this amendment
was one (1). The number of shares voting in favor of the amendment was one (1),
which constitutes more than a simple majority of these shares, thus exceeding
the vote required to approve this amendment.

     We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.

Dated: August 7, 1997.


/s/ Gregory K. Guckes
- ---------------------------------------
Gregory K. Guckes, President


/s/ William B. Cooper
- ---------------------------------------
William B. Cooper, Assistant Secretary



                           AGREEMENT OF MERGER BETWEEN
                         ADAMS AMBULANCE SERVICES, INC.
                                       and
                         GOODHEW AMBULANCE SERVICE, INC.
                       (Under Section 1101 of the General
                   Corporation Law of the State of California)

     This Agreement of Merger is entered into between GOODHEW AMBULANCE SERVICE,
INC., a California corporation (herein "Surviving Corporation") and ADAMS
AMBULANCE SERVICE, INC., a California corporation (herein "Merging
Corporation"), on August 7, 1997. The Surviving Corporation and the Merging
Corporation agree as follows:

                                    RECITALS

     A. Merging Corporation is a corporation duly organized, validly existing,
and in good standing under the laws of the State of California. Merging
Corporation is a wholly owned subsidiary of AMERICAN MEDICAL RESPONSE, INC., a
Delaware corporation, which is a wholly owned subsidiary of CARELINE, INC., a
Delaware corporation; and

     B. Surviving Corporation is a corporation duly organized, validly existing,
and in good standing under the laws of the State of California. Surviving
Corporation is a wholly owned subsidiary of LAIDLAW MEDICAL TRANSPORTATION,
INC., a Delaware corporation, which is a wholly owned subsidiary of CARELINE,
INC., a Delaware corporation; and

     C. Surviving Corporation and Merging Corporation are brother-sister
corporations, each having the ultimate common parent of CARELINE, INC., a
Delaware corporation; and

     D. GOODHEW AMBULANCE SERVICE, INC. is to be the surviving corporation, as
that term is defined in the General Corporation Law of California, to the merger
described in this agreement.


                                        1



     IT IS AGREED AS FOLLOWS:

     1. Merger. Merging Corporation shall be merged into GOODHEW AMBULANCE
SERVICE, INC. under the laws of the State of California.

     2. Further Assignments or Assurances. If at any time the Surviving
Corporation shall consider or be advised that any further assignments or
assurances in law are necessary to vest or to perfect or to confirm of record in
the Surviving Corporation the title to any property or rights of Merging
Corporation, or otherwise carry out the provisions hereof, the proper officers
and directors of Merging Corporation, as of the effective date of the merger,
shall execute and deliver all proper deeds, assignments, confirmations, and
assurances in law, and do all acts proper to vest, perfect, and confirm title to
such property or rights in the Surviving Corporation, and otherwise carry out
the provisions hereof.

     3. Basis of Converting Shares.

          (a) At the effective date of the merger, each share of the common
stock of the Merging Corporation (other than shares held by Merging Corporation
as treasury shares) shall be converted into one (1) fully paid and
non-assessable share of common stock of the Surviving Corporation.

          (b) Any shares of the Merging Corporation, common or preferred, held
by the Merging Corporation in its treasury on the effective date of the merger
shall be surrendered to the Surviving Corporation for cancellation.

     4. Board of Survivor. The present Board of Directors of GOODHEW AMBULANCE
SERVICE, INC. shall continue to serve as the Board of Directors of the Surviving
Corporation until the next annual meeting or until such time as their successors
have been elected and qualified.


                                        2



     5. Articles of Survivor. The Articles of GOODHEW AMBULANCE SERVICE, INC.,
as existing on the effective date of the merger, shall continue in full force as
the Articles of the Surviving Corporation until altered, amended as provided
therein, or as provided by law.

     6. Bylaws of Survivor. The bylaws of GOODHEW AMBULANCE SERVICE, INC., as
existing on the effective date of the merger, shall continue in full force as
the bylaws of the Surviving Corporation until altered, amended, or repealed as
provided therein or as provided by law.

     7. Miscellaneous.

          (a) This agreement may be executed in any number of counterparts, each
of which shall be deemed an original.

          (b) The validity, interpretation, effect of, effective date and
performance of this agreement shall be controlled by and construed under the
laws of the State of California, the state in which this agreement is being
executed.

     Executed on August 7, 1997, at Fremont, California.

                                          ADAMS AMBULANCE SERVICE, INC.


                                          By: /s/ Gregory K. Guckes
                                              ----------------------------------
                                              Gregory K. Guckes, President


                                          By: /s/ William B. Cooper
                                              ----------------------------------
                                              William B. Cooper, Assistant
                                              Secretary


                                          GOODHEW AMBULANCE SERVICE, INC.


                                          By: /s/ Gregory K. Guckes
                                              ----------------------------------
                                              Gregory K. Guckes, President


                                          By: /s/ William B. Cooper
                                              ----------------------------------
                                              William B. Cooper, Assistant
                                              Secretary


                                        3



                         GOODHEW AMBULANCE SERVICE, INC.
                             CERTIFICATE OF APPROVAL
                                       OF
                               AGREEMENT OF MERGER

     The undersigned do hereby certify that:

     1. We are the President and Assistant Secretary, respectively, of GOODHEW
AMBULANCE SERVICE, INC., a California corporation.

     2. The Agreement of Merger in the form attached hereto was duly approved by
the shareholders and directors of the corporation.

     3. The shareholder approval was by 100% of the outstanding shares of the
corporation.

     4. There is only one class of shares and the number of shares outstanding
is one (1).

     We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.

     Dated: August 7, 1997


                                          /s/ Gregory K. Guckes
                                          --------------------------------------
                                          Gregory K. Guckes, President


                                          /s/ William B. Cooper
                                          --------------------------------------
                                          William B. Cooper, Assistant Secretary



                          ADAMS AMBULANCE SERVICE, INC.
                             CERTIFICATE OF APPROVAL
                                       OF
                               AGREEMENT OF MERGER

     The undersigned do hereby certify that:

     1. We are the President and Assistant Secretary, respectively, of ADAMS
AMBULANCE SERVICE, INC., a California corporation.

     2. The Agreement of Merger in the form attached hereto was duly approved by
the shareholders and directors of the corporation.

     3. The shareholder approval was by 100% of the outstanding shares of the
corporation.

     4. There is only one class of shares and the number of shares outstanding
is one (1).

     We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.

     Dated: August 7, 1997


                                          /s/ Gregory K. Guckes
                                          --------------------------------------
                                          Gregory K. Guckes, President


                                          /s/ William B. Cooper
                                          --------------------------------------
                                          William B. Cooper, Assistant Secretary



                            CERTIFICATE OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION

     The undersigned certify that:

     1. They are the Vice President and Assistant Secretary of the corporation.

     2. The name of the corporation is American Medical Response of Southern
California.

     3. Article VI of the Articles of Incorporation of this corporation is
amended to read as follows:

                 "That the number of directors shall be one (1)"

     4. The foregoing amendment has been duly approved by the Board of
Directors.

     5. The foregoing amendment of the Articles of Incorporation has been duly
approved by the required vote of shareholders in accordance with Section 902 of
the Corporations Code. The total number of outstanding shares of this
Corporation is 486. The number of shares voting in favor of the Amendment was
100%.

     We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.

Date: 11/1/00


                                          /s/ Gino Porazzo
                                          --------------------------------------
                                          Gino Porazzo, Asst. Secretary


                                          /s/ Lori A. E. Evans
                                          --------------------------------------
                                          Lori A. E. Evans, Vice President

EX-3.41

                                                                    Exhibit 3.41

                            CERTIFICATE OF AMENDMENT
                                TO THE BYLAWS OF
                         GOODHEW AMBULANCE SERVICE, INC.
                            A CALIFORNIA CORPORATION

     Eloise C. Goodhew, Walter Howell, Janice Dee Goodhew Schnetzky, Terry Ann
Goodhew Witte, James K. Witte and Dale Henry Goodhew certify that:

     They are the shareholders of all of the outstanding stock of Goodhew
Ambulance Service, Inc., a California corporation, and are entitled to exercise
the voting power of said Corporation.

     The bylaws of Goodhew Ambulance Service, Inc., a California corporation,
are hereby amended at Article I, Section 2, "Number and Qualification of
Directors". Article I, Section 2, in its entirety, shall state as follows:

          The authorized number of directors of the corporation shall be five
          (5), effective as of August 30, 1993 until changed by amendment to the
          Articles of Incorporation or by a bylaw duly adopted by the
          shareholders amending this Section of Article I

     The bylaws of Goodhew Ambulance Service, Inc., a California corporation,
are hereby amended at Article I, Section 6, "Organization Meeting". Article 1,
Section 6, in its entirety, shall state as follows:

          The Board of Directors shall hold their annual meeting at the same
          time and place as the annual meeting of the shareholders for the
          purpose of organization, election of officers and the transaction of
          such other business as may come before the meeting.

     The bylaws of Goodhew Ambulance Service, Inc., a California corporation,
are hereby amended at Article I, Section 7, "Other Regular Meetings". Article 1,
Section 7, in its entirety, shall state as follows:

          Other regular meetings of the Board of Directors shall be held without
          call at such intervals as the Board of Directors find necessary to
          serve the best interests of the Corporation and at such place and time
          as they shall deem appropriate.

     The bylaws of Goodhew Ambulance Service, Inc., a California corporation,
are hereby amended at Article II, Section 1. Article II, Section 1., in its
entirety, shall state as follows:

          The Directors shall be elected annually at the annual meeting of the
          shareholders, which shall be held on such date and time as the
          shareholders of the Corporation deem appropriate. If no annual meeting
          is held upon the appointed day, a belated meeting may be held at any
          time when ordered or called by a majority in interest of the
          shareholders, upon the same notice as a special meeting. The annual
          meeting shall be competent to transact all business which the law
          permits to be considered and passed upon by an annual meeting of the
          stockholders of a corporation.

     The foregoing amendments have been duly adopted in accordance with the
provisions of the bylaws of this Corporation and of the California Corporations
Code.

                            (Signatures on next page)


                                        2

     Eloise C. Goodhew, Walter Howell Janice Dee Goodhew Schnetzky, Terry Ann
Goodhew Witte, James K. Witte and Dale Henry Goodhew further certify under
penalty of perjury under the laws of the State of California that the matters
set forth in this Certificate of Amendment are true and correct of their own
knowledge. Dated this ____ day of _____, 1994.


/s/ Eloise C. Goodhew                   /s/ Eloise C. Goodhew
- -------------------------------------   ----------------------------------------
Eloise C. Goodhew                       Eloise C. Goodhew, as proxy holder
                                        for Dale Henry Goodhew


/s/ Eloise C. Goodhew                   /s/ Walter Howell
- -------------------------------------   ----------------------------------------
Eloise C. Goodhey, as proxy holder      Walter Howell
for Janice Dee Goodhew Schnetzky


/s/ James Witte
- -------------------------------------
James K. Witte


/s/ Terry G. Witte
- -------------------------------------
Terry Ann Goodhew Witte


                                        3

                                     BY-LAWS

                                       OF

                         GOODHEW AMBULANCE SERVICE, INC.

                                    ARTICLE I

                             DIRECTORS - MANAGEMENT

     Section 1. Powers: Subject to the limitations of the Articles of
Incorporation, of the By-Laws, and of the California General Corporation Law as
to action which shall be authorized or approved by the shareholders, all
corporate powers shall be exercised by or under the authority of, and the
business and affairs of this corporation shall be controlled by, the Board of
Directors. Without prejudice to such general powers, but subject to the same
limitation, it is hereby expressly declared that the directors shall have the
power to appoint an executive committee and other committees, and to delegate to
the executive committee any of the powers and authority of the board in the
management of the business and affairs of the corporation, except the power to
declare dividends and to adopt, amend or repeal By-Laws. The executive committee
shall be composed of two or more directors.

     Section 2. Number and Qualification of Directors: The authorized number of
directors of the corporation shall be six (6) until changed by amendment to the
Articles of Incorporation or by a By-Law duly adopted by the shareholders
amending this Section of Article I.

     Section 3. Election and Term of Office: The directors shall be elected at
each annual meeting of shareholders, but if any such annual meeting is not held,
or the directors are not elected thereat, the directors may be elected at any
special meeting of shareholders held for that purpose. All directors shall hold
office until their respective successors are elected.

     Section 4. Vacancies: Vacancies in the Board of Directors may be filled by
a majority of the remaining directors, though less than a quorum, or by a sole
remaining director, and each director so elected shall hold office until his
successor is elected at an annual or a special meeting, of the shareholders.

          A vacancy or vacancies in the Board of Directors shall be deemed to
exist in case of the death, resignation or removal of any director, or if the
authorized number of directors be increased, or if the shareholders fail at any
annual or special meeting of shareholders at which any director or directors are
elected to elect the full authorized number of directors to be voted for at that
meeting.

          The shareholders may elect a direftor or directors at any time to fill
any vacancy or vacancies not filled by the directors. If the Board of Directors
accepts the resignation of a director tendered to take effect at a future time,
the Board of the Shareholders shall have power to elect a successor to take
office when the resignation is to become effective.

          No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of his term of office.

     Section 5. Place of Meeting: Meetings of the Board of Directors shall be
held at any place within or without the State of California which has been
designated from time to time by resolution of the Board or by written consent of
all members of the Board. In the absence of such designation regular meetings
shall be held at the principal office of the corporation. Special meetings of
the Board may be held either at a place so designated or at the principal
office. Any meeting shall be valid, wherever held, if held by the written
consent of all members of the Board of Directors, given either before or after
the meeting and filed with the Secretary of the corporation.


                                        5

     Section 6. Organization Meeting: Immediately following each annual meeting
of shareholders, the Board of Directors shall hold a regular meeting for the
purpose of organization, election of officers, and the transaction of other
business. Notice of such meeting is hereby dispensed with.

     Section 7. Other Regular Meetings: Other regular meetings of the Board of
Directors shall be held without call at 9:00 a.m. on the third Thursday of
December, and notice of all such regular meetings is hereby dispensed with.

     Section 8. Special Meetings: Special meetings of the Board of Directors for
any purpose or purposes shall be called at any time by the President, or, if he
is absent or unable or refuses to act, by any Vice President or by any two
directors.

          Written notice of the time and place of special meetings shall be
delivered personally to each director, or sent to each director by mail or by
other form of written communication, charges prepaid, addressed to him at his
address as it is shown upon the records of the corporation, or if it is not so
shown on such records or is not readily ascertainable, at the place in which the
meetings of the directors are regularly held. In case such notice is mailed or
telegraphed, it shall be deposited in the United States mail or delivered to the
telegraph company in the place in which the principal office of the corporation
is located at least 48 hours prior to the time of the holding of the meeting. In
case such notice is delivered, as above provided, it shall be so delivered at
least 24 hours prior to the time of the holding of the meeting. Such mailing,
telegraphing or delivery as above provided shall be due, legal and personal
notice to such director.


                                        6

     Section 9. Notice of Adjournment: Notice of the time and place of holding
an adjourned meeting need not be given to absent directors if the time and place
be fixed at the meeting adjourned.

     Section 10. Waiver of Notice: The transactions of any meeting of the Board
of Directors, however called and noticed or wherever held, including meetings
conducted by telephone, shall be as valid as though had at a meeting duly held
after regular call and notice, if a quorum be present, or in communication with
each other, and if, either before or after the meeting, each of the directors
not present signs a written waiver of notice, or a consent to holding such
meeting, or an approval of the minutes thereof. All such waivers, consents or
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.

     Section 11. Quorum: A majority of the authorized number of directors shall
be necessary to constitute a quorum for the transaction of business, except to
adjourn as hereinafter provided. Every act or decision done or made by a
majority of the directors present at a meeting duly held at which a quorum is
present shall be regarded as the act of the Board of Directors unless a greater
number be required by law or by the Articles of Incorporation.

     Section 12. Adjournment: A quorum of the directors may adjourn any
directors' meeting to meet again at a stated day and hour; provided, however,
that in the absence of a quorum, a majority of the directors present at any
directors' meeting, either regular or special, may adjourn from time to time or
until the time fixed for the next regular meeting of the Board.

                                   ARTICLE II

                                  STOCKHOLDERS

     Section 1. The Directors shall be elected annually at the annual meeting of
the stockholders, which shall be held at 12:00 noon on the third Monday in
January of each year at the office of the principal place of business of the
corporation. No notice of the annual meeting


                                        7

shall be required. If no annual meeting is held upon the appointed day, a
belated meeting may be held at any time when ordered or called by the Directors,
upon the same notice as a special meeting. The annual meeting shall be competent
to transact all business which the law permits to be considered and passed upon
by an annual meeting of the stockholders of a corporation.

     Section 2. Special meetings of the stockholders may be called upon five (5)
days' notice, to be mailed to each stockholder at his last known address,
postage prepaid, when called and ordered by a majority vote of the Board of
Directors.

     Section 3. At each meeting of the stockholders, every stockholder shall be
entitled to vote in person, or by proxy appointed by instrument in writing
subscribed by such stockholder, or by his duly authorized attorney, and
delivered to the Secretary at least one hour before the time for opening the
meeting, and each stockholder shall have one vote for each share of stock
standing registered in his name at the time of the closing of the transfer books
for said meeting. Upon demand of any stockholder, the vote upon any question
before the meeting shall be by ballot.

     Section 4. All meetings of the stockholders shall be held at the principal
place of business of the corporation, or at any place within or without the
state upon the written consent of all shareholders entitled to vote thereat, or
at such place as may be designated from time to time by the Board of Directors.
Any meeting shall be valid wherever held if held by the written consent of all
the shareholders entitled to vote thereat given either before or after the
meeting and filed with the Secretary.


                                        8

                                   ARTICLE III

                                    OFFICERS

     Section 1. The executive officers of the company shall be the President, a
Vice President (or more than one Vice President), a Secretary and a Treasurer,
all of whom shall be elected by the Board of Directors.

          The Board of Directors may appoint such other officers as they shall
deem necessary, who shall have such authority and shall perform such duties as
from time to time may be prescribed by the Board of Directors or the President,
and they shall be subject to the direction of the President.

          Any two or more of such offices, except those of President and
Secretary, may be held by the same person.

     Section 2. Powers and Duties of President: The President shall preside over
all meetings of the stockholders and Board of Directors. He shall have general
charge of the business of the corporation and of all employees of the same; may
hire, employ, and shall have general charge over all officers of the
corporation, and may discharge all such officers except those directly employed
by the Board of Directors; provided, however, that any or all of said duties
contained in this clause may, by resolution of the Board of Directors, be vested
in and carried out by a General Manager to be named and appointed by the Board
of Directors. The President shall sign certificates of stock, contracts and
instruments in writing executed by the Corporation (except as otherwise ordered
by the Board of Directors); shall call the Directors together whenever he deems
it necessary, and shall have such further powers and shall do and perform such
other duties as from time to time may be assigned to him by the Board of
Directors.


                                        9

     Section 3. Duties of Vice President: The Vice President shall act in place
of the President whenever the President is unable to act, or is absent from the
city wherein is situated the corporation's principal place of business, and
shall have such other powers and shall perform such duties as may be assigned to
him by the Board of Directors.

     Section 4. Duties of the Treasurer: The Treasurer shall have such powers
and duties as may be assigned to him by the Board of Directors.

          In lieu of a Treasurer, some bank or banks may be selected as a
depositary for the funds of this corporation.

     Section 5. Duties of Secretary: The Secretary is the recording officer of
the corporation, and as such, he shall keep a record and minutes of all meetings
of the stockholders and Directors; shall countersign certificates of stock and
other contracts (unless otherwise directed by the Directors), and instruments in
writing made in the corporate name, and shall keep the stock records and account
books; shall serve all notices required, and do and perform such other and
further duties as the Board of Directors may direct, and shall in general
perform all the duties incident to the office of Secretary, subject to the
control of the Board of Directors.

     Section 6. Duties of Assistant Secretary: The Board of Directors may
appoint one Assistant Secretary, or more than one Assistant Secretary, and each
Assistant Secretary shall have such powers and shall perform such duties as may
be assigned to him by the Board of Directors.

     Section 7. Committees: The Board of Directors may, from time to time,
provide for committees, composed of Directors, which shall have those powers and
duties assigned to them by the Board of Directors. The Board of Directors may
also appoint a General Manager who shall have such powers and duties as may be
assigned to him by the Board of Directors.


                                       10

                                   ARTICLE IV

     Section 1. The stock transfer books of this corporation may be closed for
the meeting of the stockholders, and for the payment of dividends during such
period as from time to time may be fixed by the Board of Directors, and during
such period so designated no stock shall be transferable.

                                    ARTICLE V

     Section 1. The duties and terms of employment of officers not herein
otherwise provided for shall be subject to the control of the Board of
Directors, and for that purpose, they may enter into binding contracts in the
corporate name.

                                   ARTICLE VI

                              CAPITAL STOCK - SEAL

     Section 1. The certificates for shares of capital stock of the company
shall be in such form as is not inconsistent with the Articles of Incorporation,
and shall be prepared and approved by the Board of Directors. The certificates
shall be signed by the President, or a Vice President, and also by the Secretary
or Assistant Secretary.

          All certificates shall be successively numbered.

     Section 2. Shares of capital stock of the company shall be transferred only
in the books of the company by the holder thereof in person or by his attorney,
upon surrender and cancellation of certificates for a like number of shares.

     Section 3. Fractional shares of the capital stock of this corporation shall
not be issued, and the Board of Directors shall have and are hreby given power
to adjust with any stockholder entitled to a fractional share of his holdings of
stock, by demanding him to purchase additional fractional shares to make one
whole share, or by giving him in cash the value of the fractional share at par
value, and cancelling said fractional share.


                                       11

     Section 4. The Board of Directors shall provide a suitable seal containing
the name of the company and the date of incorporation.

     Section 5. In the event a certificate for capital stock of this corporation
shall be lost or destroyed, the Board of Directors may order a new certificate
issued, upon such guarantee by the party claiming the same as they may deem
satisfactory.

                                   ARTICLE VII

     Section 1. Provisions, subjects, proceedings, rules, regulations and
matters not covered or provided for by these By-Laws, shall be governed by those
numerous sections of the Civil Code of the State of California which have been
adopted and exist for the purpose of controlling and governing corporations,
their officers, Directors, stockholders and affairs; such provisions of law
shall be of the same force and effect as if herein set forth in full.

                                  ARTICLE VIII

     Section 1. Parliamentary matters, rules and regulations governing
stockholders' and Directors' meetings, shall be under the control of the Board
of Directors, and subject to their deliveration and order, unless the law
otherwise provides.

                                   ARTICLE IX

     Section 1. When ordered or authorized by the Board of Directors, contracts
and other instruments in writing and papers may be executed in the corporate
name by any officer, agent or employee.

                                    ARTICLE X

     Section 1. The annual report, balance sheet and statement of income and
profit and loss contemplated by Section 358 of the General Corporation Law of
California are hereby dispensed with and waivered.


                                       12

                                   ARTICLE XI

     Section 1. These By-Laws may be amended or repealed, or new By-Laws
adopted, by the unanimous vote of the entire Board of Directors of the
corporation, or at an annual meeting or at any other meeting of the
stockholders, called for that purpose by the Directors, by a vote representing a
majority of the subscribed capital stock. The written assent of the holders of a
majority of the outstanding stock is effectual to repeal or amend any By-Laws or
to adopt additional By-Laws.

          We, the undersigned, being the stockholders and owners of all of the
capital stock subscribed for, issued and outstanding of the aforementioned
corporation, and being also the incorporators and Directors named in the
Articles of Incorporation of the same, do hereby assent to the foregoing
By-Laws, and adopt them as the By-Laws of the said corporation, and do certify
that they do now constitute the By-Laws of said corporation.

     Dated: This ____ day of _____, 1945.


                                       13

                                        /s/ James H. Goodhew, Sr.
                                        ----------------------------------------
                                        JAMES H. GOODHEW, SR.


                                        /s/ Melva T. Goodhew
                                        ----------------------------------------
                                        MELVA T. GOODHEW


                                        /s/ James H. Goodhew, Jr.
                                        ----------------------------------------
                                        JAMES H. GOODHEW, JR.


                                        /s/ Ivan Lachkit
                                        ----------------------------------------
                                        IVAN LACHKIT

     KNOW ALL MEN BY THESE PRESENTS: The undersigned, being Directors and the
Secretary of the corporation known as the GOODHEW AMBULANCE SERVICE, INC. do
hereby certify that the above and foregoing By-Laws thereof on the ____ day of
_____ 1946, and that the same do now constitute the By-Laws of said Corporation.


/s/ James H. Goodhew, Sr.               /s/ James H. Goodhew, Jr.
- -------------------------------------   ----------------------------------------
JAMES H. GOODHEW, SR.                   JAMES H. GOODHEW, JR.


/s/ Melva T. Goodhew                    /s/ Ivan Lachkit
- -------------------------------------   ----------------------------------------
MELVA T. GOODHEW                        IVAN LACHKIT


                                        /s/ Melva T. Goodhew
                                        ----------------------------------------
                                        SECRETARY


                                       14

EX-3.42

                                                                    Exhibit 3.42
                          CERTIFICATE OF INCORPORATION
                                       OF
                     AMERICAN MEDICAL RESPONSE LEASING, INC.

1.   The name of this corporation is American Medical Response Leasing, Inc.

2.   The  registered  office of this  corporation  in the State of  Delaware  is
located at 1013 Centre Road,  in the City of  Wilmington,  County of New Castle.
The name of its registered agent at such address is Corporation Service Company.

3.   The purpose of this  corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of the
State of Delaware.

4.   The  total  number of shares of stock  that  this  corporation  shall  have
authority  to issue is 3,000 shares of Common  Stock,  $.01 par value per share.
Each share of Common Stock shall be entitled to one vote.

5.   The name and mailing  address of the  incorporator  is:  Joshua T.  Gaines,
Ropes & Gray, One International Place, Boston, Massachusetts 02110.

6.   Except as  otherwise  provided in the  provisions  establishing  a class of
stock,  the number of  authorized  shares of any class or series of stock may be
increased  or  decreased  (but not below  the  number  of  shares  thereof  then
outstanding) by the affirmative  vote of the holders of a majority of the voting
power of the  corporation  entitled to vote  irrespective  of the  provisions of
Section 242(b)(2) of the General Corporation Law of the State of Delaware.

7.   The election of directors  need not be by written ballot unless the by-laws
shall so require.

8.   In furtherance  and not in limitation of the power conferred upon the board
of directors by law,  the board of  directors  shall have power to make,  adopt,
alter,  amend and repeal from time to time by-laws of this corporation,  subject
to the right of the stockholders  entitled to vote with respect thereto to alter
and repeal by-laws made by the board of directors.

9.   A director of this  corporation  shall not be liable to the  corporation or
its  stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
director,  except to the extent that exculpation from liability is not permitted
under the General  Corporation  Law of the State of Delaware as in effect at the
time such  liability is  determined.  No amendment or repeal of this paragraph 9
shall apply to or have any effect on the  liability or alleged  liability of any
director of the corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal.



10.  This  corporation  shall, to the maximum extent permitted from time to time
under the law of the  State of  Delaware,  indemnify  and upon  request  advance
expenses to any person who is or was a party or is threatened to be made a party
to any  threatened,  pending or completed  action,  suit,  proceeding  or claim,
whether civil, criminal,  administrative or investigative, by reason of the fact
that such  person is or was or has  agreed to be a  director  or officer of this
corporation  or while a director  or officer is or was serving at the request of
this corporation as a director,  officer, partner, trustee, employee or agent of
any  corporation,   partnership,  joint  venture,  trust  or  other  enterprise,
including  service  with respect to employee  benefit  plans,  against  expenses
(including  attorney's  fees and  expenses),  judgments,  fines,  penalties  and
amounts paid in settlement incurred (and not otherwise  recovered) in connection
with the investigation,  preparation to defend or defense of such action,  suit,
proceeding or claim;  provided,  however,  that the foregoing  shall not require
this  corporation  to indemnify or advance  expenses to any person in connection
with any action,  suit,  proceeding,  claim or  counterclaim  initiated by or on
behalf of such  person.  Such  indemnification  shall not be  exclusive of other
indemnification rights arising under any by-law, agreement, vote of directors or
stockholders  or otherwise and shall inure to the benefit of the heirs and legal
representatives  of such person. Any person seeking  indemnification  under this
paragraph  10 shall be deemed to have met the  standard of conduct  required for
such  indemnification  unless the contrary shall be  established.  Any repeal or
modification  of the  foregoing  provisions  of  this  paragraph  10  shall  not
adversely  affect  any right or  protection  of a  director  or  officer of this
corporation  with respect to any acts or  omissions of such  director or officer
occurring prior to such repeal or modification.

11.  The books of this  corporation may (subject to any statutory  requirements)
be kept  outside  the State of  Delaware  as may be  designated  by the board of
directors or in the by-laws of this corporation.

12.  If at any time  this  corporation  shall  have a class of stock  registered
pursuant to the provisions of the  Securities  Exchange Act of 1934, for so long
as such class is so  registered,  any action by the  stockholders  of such class
must be taken at an annual or  special  meeting of  stockholders  and may not be
taken by written consent.

13.  The effective date of the formation of this corporation shall be January 1,
1997.

THE UNDERSIGNED,  the sole incorporator  named above,  hereby certifies that the
facts stated above are true as of this 31st day of December, 1996.

                                           /s/ Joshua T. Gaines
                                           -------------------------------------
                                           Joshua T. Gaines
                                           Sole Incorporator

                                       2


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION

     American  Medical  Response  Leasing,  Inc., a  corporation  organized  and
existing  under  and by virtue of the  General  Corporation  Law of the State of
Delaware, DOES HEREBY CERTIFY:

     FIRST:  That the Sole Director of said  corporation  has adopted by written
consent the following resolution:

     RESOLVED: That it is advisable and in the best interest of this Corporation
               that  Article  1 of the  Certificate  of  Incorporation  of  this
               Corporation be amended to read in its entirety as follows:

     1. The name of this corporation is American Medical Response Holdings, Inc.

     SECOND: That the said amendment has been consented to and authorized by the
holder of a majority  of the issued and  outstanding  stock  entitled to vote by
written  consent given in accordance  with the  provisions of Section 228 of the
General Corporation Law of the State of Delaware.

     THIRD: That the aforesaid amendment was duly adopted in accordance with the
applicable  provisions of Section 242 and 228 of the General  Corporation Law of
the State of Delaware.

     IN WITNESS  WHEREOF,  said  corporation  has caused this  certificate to be
signed by Joshua T. Gaines, its Vice President, this 31 of January, 1999.

                                        AMERICAN MEDICAL RESPONSE LEASING, INC.

                                                By:  /s/ Joshua T. Gaines
                                           -------------------------------------
                                                     Vice President

                                       3


                    CERTIFICATE OF CHANGE OF REGISTERED AGENT

                                       AND

                                REGISTERED OFFICE

                                    * * * * *

     American  Medical  Response  Holdings,  Inc., a  corporation  organized and
existing  under  and by virtue of the  General  Corporation  Law of the State of
Delaware, DOES HEREBY CERTIFY:

     The present  registered  agent of the  corporation is  Corporation  Service
Company and the present registered office of the corporation is in the county of
New Castle.

     The Board of Directors of American Medical Response Holdings,  Inc. adopted
the following resolution on the 8th day of March, 1999.

     Resolved, that the registered office of American Medical Response Holdings,
Inc. in the state of Delaware be and it hereby is changed to  Corporation  Trust
Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and
the authorization of the present registered agent of this corporation be and the
same is hereby  withdrawn,  and THE CORPORATION  TRUST COMPANY,  shall be and is
hereby constituted and appointed the registered agent of this corporation at the
address of its registered office.

     IN WITNESS WHEREOF,  American Medical  Response  Holdings,  Inc. has caused
this statement to be signed by Joshua T. Gaines,  its Vice President,  this 15th
day of March, 1999.

                                           /s/ Joshua T. Gaines
                                           -------------------------------------
                                           Joshua T. Gaines, Vice President

(DEL. - 264 - 6/15/94)

                                       4

EX-3.43

                                                                    Exhibit 3.43

                                     BY-LAWS

                                       OF

                               THE SUBSIDIARIES OF

                         AMERICAN MEDICAL RESPONSE, INC.

                  Section 1. LAW, CERTIFICATE OF INCORPORATION
                                   AND BY-LAWS

     1.1. These by-laws are subject to the certificate of incorporation of the
corporation. In these by-laws, references to law, the certificate of
incorporation and by-laws mean the law, the provisions of the certificate of
incorporation and the by-laws as from time to time in effect.

                             Section 2. STOCKHOLDERS

     2.1. Annual Meeting. The annual meeting of stockholders shall be held at
10:00 am on the second Tuesday in May in each year, unless that day be a legal
holiday at the place where the meeting is to be held, in which case the meeting
shall be held at the same hour on the next succeeding day not a legal holiday,
or at such other date and time as shall be designated from time to time by the
board of directors and stated in the notice of the meeting, at which they shall
elect a board of directors and transact such other business as may be required
by law or these by-laws or as may properly come before the meeting.

     2.2. Special Meetings. A special meeting of the stockholders may be called
at any time by the chairman of the board, if any, the president or the board of
directors. A special meeting of the stockholders shall be called by the
secretary, or in the case of the death, absence, incapacity or refusal of the
secretary, by an assistant secretary or some other officer, upon application of
a majority of the directors. Any such application shall state the purpose or
purposes of the proposed meeting. Any such call shall state the place, date,
hour, and purposes of the meeting.

     2.3. Place of Meeting. All meetings of the stockholders for the election of
directors or for any other purpose shall be held at such place within or without
the state of incorporation as may be determined from time to time by the
chairman of the board, if any, the president or the board of directors. Any
adjourned session of any meeting of the stockholders shall be held at the place
designated in the vote of adjournment.

     2.4. Notice of Meetings. Except as otherwise provided by law, a written
notice of each meeting of stockholders stating the place, day and hour thereof
and, in the case of a special meeting, the purposes for which the meeting is
called, shall be given not less then ten nor more than sixty days before the
meeting, to each stockholder entitled to vote thereat, and to each stockholder
who, by law, by the certificate of incorporation or by these by-laws, is
entitled to notice, by leaving such notice with him or at his residence or usual
place of business, or by depositing it in the United States mail, postage
prepaid, and addressed to such stockholder at his address as it appears in the
records of the corporation. Such



notice shall be given by the secretary, or by an officer or person designated by
the board of directors, or in the case of a special meeting by the officer
calling the meeting. As to any adjourned session of any meeting of stockholders,
notice of the adjourned meeting need not be given if the time and place thereof
are announced at the meeting at which the adjournment was taken except that if
the adjournment is for more than thirty days or if after the adjournment a new
record date is set for the adjourned session, notice of any such adjourned
session of the meeting shall be given in the manner heretofore described. No
notice of any meeting of stockholders or any adjourned session thereof need be
given to a stockholder if a written waiver of notice, executed before or after
the meeting or such adjourned session by such stockholder, is filed with the
records of the meeting or if the stockholder attends such meeting without
objecting at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any meeting of the stockholders or any
adjourned session thereof need be specified in any written waiver of notice.

     2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as
to any matter shall consist of a majority of the votes entitled to be cast on
the matter, except where a larger quorum is required by law, by the certificate
of incorporation or by these by-laws. Any meeting may be adjourned from time to
time by a majority of the votes properly cast upon the question, whether or not
a quorum is present. If a quorum is present at an original meeting, a quorum
need not be present at an adjourned session of that meeting. Shares of its own
stock belonging to the corporation or to another corporation, if a majority of
the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the corporation, shall neither
be entitled to vote nor be counted for quorum purposes; provided, however, that
the foregoing shall not limit the right of any corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

     2.6. Action by Vote. When a quorum is present at any meeting, a plurality
of the votes properly cast for election to any office shall elect to such office
and a majority of the votes properly cast upon any question other than an
election to an office shall decide the question, except when a larger vote is
required by law, by the certificate of incorporation or by these by-laws. No
ballot shall be required for any election unless requested by a stockholder
present or represented at the meeting and entitled to vote in the election.

     2.7. Action without Meetings. Unless otherwise provided in the certificate
of incorporation, any action required or permitted to be taken by stockholders
for or in connection with any corporate action may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the corporation by
delivery to its registered office in the state of incorporation by hand or
certified or registered mail, return receipt requested, to its principal place
of business or to an officer or agent of the corporation having custody of the
book in which proceedings of meetings of stockholders are recorded. No written
consent shall be effective to take the corporate action referred to therein
unless written consents signed by a number of stockholders sufficient to take
such action are delivered to the corporation in the manner specified in this
paragraph within sixty days of the earliest dated consent so delivered.

     If action is taken by consent of stockholders and in accordance with the
foregoing, there shall be filed with the records of the meetings of stockholders
the writing or writings comprising such consent.


                                       -2-



     If action is taken by less than unanimous consent of stockholders, prompt
notice of the taking of such action without a meeting shall be given to those
who have not consented in writing and a certificate signed and attested to by
the secretary that such notice was given shall be filed with the records of the
meetings of stockholders.

     In the event that the action which is consented to is such as would have
required the filing of a certificate under any provision of the General
Corporation Law of the State of Delaware, if such action had been voted upon by
the stockholders at a meeting thereof, the certificate filed under such
provision shall state, in lieu of any statement required by such provision
concerning a vote of stockholders, that written consent has been given under
Section 228 of said General Corporation Law and that written notice has been
given as provided in such Section 228.

     2.8. Proxy Representation. Every stockholder may authorize another person
or persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether by waiving notice of any meeting, objecting to
or voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by his
attorney-in-fact. No proxy shall be voted or acted upon after three years from
its date unless such proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and, if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally. The authorization of a proxy may but need
not be limited to specified action, provided, however, that if a proxy limits
its authorization to a meeting or meetings of stockholders, unless otherwise
specifically provided such proxy shall entitle the holder thereof to vote at any
adjourned session but shall not be valid after the final adjournment thereof.

     2.9. Inspectors. The directors or the person presiding at the meeting may,
and shall if required by applicable law, appoint one or more inspectors of
election and any substitute inspectors to act at the meeting or any adjournment
thereof. Each inspector, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting, the inspectors shall make a report in
writing of any challenge, question or matter determined by them and execute a
certificate of any fact found by them.

     2.10. List of Stockholders. The secretary shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at such meeting, arranged in alphabetical order
and showing the address of each stockholder and the number of shares registered
in his name. The stock ledger shall be the only evidence as to who are
stockholders entitled to examine such list or to vote in person or by proxy at
such meeting.


                                       -3-



                          Section 3. BOARD OF DIRECTORS

     3.1. Number. The corporation shall have one or more directors, the number
shall be consistent with applicable law and shall be determined from time to
time by vote of a majority of the directors then in office. No director need be
a stockholder.

     3.2. Tenure. Each director shall hold office until the next annual meeting
and until his successor is elected and qualified, or until he sooner dies,
resigns, is removed or becomes disqualified.

     3.3. Powers. The business and affairs of the corporation shall be managed
by or under the direction of the board of directors who shall have and may
exercise all the powers of the corporation and do all such lawful acts and
things as are not by law, the certificate of incorporation or these by-laws
directed or required to be exercised or done by the stockholders.

     3.4. Vacancies. Vacancies and any newly created directorships resulting
from any increase in the number of directors may be filled by vote of the
holders of the particular class or series of stock entitled to elect such
director at a meeting called for the purpose, or by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director, in
each case elected by the particular class or series of stock entitled to elect
such directors. When one or more directors shall resign from the board,
effective at a future date, a majority of the directors then in office,
including those who have resigned, who were elected by the particular class or
series of stock entitled to elect such resigning director or directors shall
have power to fill such vacancy or vacancies, the vote or action by writing
thereon to take effect when such resignation or resignations shall become
effective. The directors shall have and may exercise all their powers
notwithstanding the existence of one or more vacancies in their number, subject
to any requirements of law or of the certificate of incorporation or of these
by-laws as to the number of directors required for a quorum or for any vote or
other actions.

     3.5. Committees. The board of directors may, by vote of a majority of the
whole board, (a) designate, change the membership of or terminate the existence
of any committee or committees, each committee to consist of one or more of the
directors; (b) designate one or more directors as alternate members of any such
committee who may replace any absent or disqualified member at any meeting of
the committee; and (c) determine the extent to which each such committee shall
have and may exercise the powers of the board of directors in the management of
the business and affairs of the corporation, including the power to authorize
the seal of the corporation to be affixed to all papers which require it and the
power and authority to declare dividends or to authorize the issuance of stock;
excepting, however, such powers which by law, by the certificate of
incorporation or by these by-laws they are prohibited from so delegating. In the
absence or disqualification of any member of such committee and his alternate,
if any, the member or members thereof present at any meeting and not
disqualified from voting, whether or not constituting a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in the
place of any such absent or disqualified member. Except as the board of
directors may otherwise determine, any committee may make rules for the conduct
of its business, but unless otherwise provided by the board or such rules, its
business shall be conducted as nearly as may be in the same manner as is
provided by these by-laws for the conduct of business by the board of directors.
Each committee shall keep regular minutes of its meetings and report the same to
the board of directors upon request.

     3.6. Regular Meetings. Regular meetings of the board of directors may be
held without call or notice at such places within or without the State of
Delaware and at such times as the board may from


                                       -4-



time to time determine, provided that notice of the first regular meeting
following any such determination shall be given to absent directors. A regular
meeting of the directors may be held without call or notice immediately after
and at the same place as the annual meeting of stockholders.

     3.7. Special Meetings. Special meetings of the board of directors may be
held at any time and at any place within or without the state of incorporation
designated in the notice of the meeting, when called by the chairman of the
board, if any, the president, or by one-third or more in number of the
directors, reasonable notice thereof being given to each director by the
secretary or by the chairman of the board, if any, the president or any one of
the directors calling the meeting.

     3.8. Notice. It shall be reasonable and sufficient notice to a director to
send notice by mail or overnight courier at least forty-eight hours or by
telegram at least twenty-four hours before the meeting addressed to him at his
usual or last known business or residence address or to give notice to him in
person or by telephone at least twenty-four hours before the meeting. Notice of
a meeting need not be given to any director if a written waiver of notice,
executed by him before or after the meeting, is filed with the records of the
meeting, or to any director who attends the meeting without protesting prior
thereto or at its commencement the lack of notice to him. Neither notice of a
meeting nor a waiver of a notice need specify the purposes of the meeting.

     3.9. Quorum. Except as may be otherwise provided by law, by the certificate
of incorporation or by these by-laws, at any meeting of the directors a majority
of the directors then in office shall constitute a quorum; a quorum shall not in
any case be less than one-third of the total number of directors constituting
the whole board. Any meeting may be adjourned from time to time by a majority of
the votes cast upon the question, whether or not a quorum is present, and the
meeting may be held as adjourned without further notice.

     3.10. Action by Vote. Except as may be otherwise provided by law, by the
certificate of incorporation or by these by-laws, when a quorum is present at
any meeting the vote of a majority of the directors present shall be the act of
the board of directors.

     3.11. Action Without a Meeting. Any action required or permitted to be
taken at any meeting of the board of directors or a committee thereof may be
taken without a meeting if all the members of the board or of such committee, as
the case may be, consent thereto in writing, and such writing or writings are
filed with the records of the meetings of the board or of such committee. Such
consent shall be treated for all purposes as the act of the board or of such
committee, as the case may be.

     3.12. Participation in Meetings by Conference Telephone. Members of the
board of directors, or any committee designated by such board, may participate
in a meeting of such board or committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other or by any other means permitted by law. Such
participation shall constitute presence in person at such meeting.

     3.13. Compensation. In the discretion of the board of directors, each
director may be paid such fees for his services as director and be reimbursed
for his reasonable expenses incurred in the performance of his duties as
director as the board of directors from time to time may determine. Nothing
contained in this section shall be construed to preclude any director from
serving the corporation in any other capacity and receiving reasonable
compensation therefor.

     3.14. Interested Directors and Officers.


                                       -5-



     (a) No contract or transaction between the corporation and one or more of
its directors or officers, or between the corporation and any other corporation,
partnership, association, or other organization in which one or more of the
corporation's directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the board or committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purpose, if:

          (1) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the board of directors
or the committee, and the board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or

          (2) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or

          (3) The contract or transaction is fair as to the corporation as of
the time it is authorized, approved or ratified, by the board of directors, a
committee thereof, or the stockholders.

     (b) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or of a committee
which authorizes the contract or transaction.

                         Section 4. OFFICERS AND AGENTS

     4.1. Enumeration; Qualification. The officers of the corporation shall be a
president, a treasurer, a secretary and such other officers, if any, as the
board of directors from time to time may in its discretion elect or appoint
including without limitation a chairman of the board, one or more vice
presidents and a controller. The corporation may also have such agents, if any,
as the board of directors from time to time may in its discretion choose. Any
officer may be but none need be a director or stockholder. Any two or more
offices may be held by the same person. Any officer may be required by the board
of directors to secure the faithful performance of his duties to the corporation
by giving bond in such amount and with sureties or otherwise as the board of
directors may determine.

     4.2. Powers. Subject to law, to the certificate of incorporation and to the
other provisions of these by-laws, each officer shall have, in addition to the
duties and powers herein set forth, such duties and powers as are commonly
incident to his office and such additional duties and powers as the board of
directors may from time to time designate.

     4.3. Election. The officers may be elected by the board of directors at
their first meeting following the annual meeting of the stockholders or at any
other time. At any time or from time to time the directors may delegate to any
officer their power to elect or appoint any other officer or any agents.

     4.4. Tenure. Each officer shall hold office until his respective successor
is chosen and qualified unless a shorter period shall have been specified by the
terms of his election or appointment, or in each case until he sooner dies,
resigns, is removed or becomes disqualified. Each agent shall retain his
authority at the pleasure of the directors, or the officer by whom he was
appointed or by the officer who then holds agent appointive power.


                                       -6-



     4.5. Chairman of the Board of Directors, President and Vice President. The
chairman of the board, if any, shall have such duties and powers as shall be
designated from time to time by the board of directors. Unless the board of
directors otherwise specifies, the chairman of the board, or if there is none
the chief executive officer, shall preside, or designate the person who shall
preside, at all meetings of the stockholders and of the board of directors.

     Unless the board of directors otherwise specifies, the president shall be
the chief executive officer and shall have direct charge of all business
operations of the corporation and, subject to the control of the directors,
shall have general charge and supervision of the business of the corporation.

     Any vice presidents shall have such duties and powers as shall be set forth
in these by-laws or as shall be designated from time to time by the board of
directors or by the president.

     4.6. Treasurer and Assistant Treasurers. Unless the board of directors
otherwise specifies, the treasurer shall be in charge of the corporation's funds
and valuable papers, and shall have such other duties and powers as may be
designated from time to time by the board of directors or by the president. If
no controller is elected, the treasurer shall, unless the board of directors
otherwise specifies, also have the duties and powers of the controller. Any
assistant treasurers shall have such duties and powers as shall be designated
from time to time by the board of directors, the president or the treasurer.

     4.7. Controller and Assistant Controllers. If a controller is elected, he
shall, unless the board of directors otherwise specifies, be in charge of its
books of account and accounting records, and of its accounting procedures. He
shall have such other duties and powers as may be designated from time to time
by the board of directors, the president or the treasurer. Any assistant
controller shall have such duties and powers as shall be designated from time to
time by the board of directors, the president, the treasurer or the controller.

     4.8. Secretary and Assistant Secretaries. The secretary shall record all
proceedings of the stockholders, of the board of directors and of committees of
the board of directors in a book or series of books to be kept therefor and
shall file therein all actions by written consent of stockholders or directors.
In the absence of the secretary from any meeting, an assistant secretary, or if
there be none or he is absent, a temporary secretary chosen at the meeting,
shall record the proceedings thereof. Unless a transfer agent has been appointed
the secretary shall keep or cause to be kept the stock and transfer records of
the corporation, which shall contain the names and record addresses of all
stockholders and the number of shares registered in the name of each
stockholder. He shall have such other duties and powers as may from time to time
be designated by the board of directors or the president. Any assistant
secretaries shall have such duties and powers as shall be designated from time
to time by the board of directors, the president or the secretary.


                                       -7-



                      Section 5. RESIGNATIONS AND REMOVALS

     5.1. Any director or officer may resign at any time by delivering his
resignation in writing to the chairman of the board, if any, the president, or
the secretary or to a meeting of the board of directors. Such resignation shall
be effective upon receipt unless specified to be effective at some other time,
and without in either case the necessity of its being accepted unless the
resignation shall so state. A director (including persons elected by
stockholders or directors to fill vacancies in the board) may be removed from
office with or without cause by the vote of the holders of a majority of the
issued and outstanding shares of the particular class or series entitled to vote
in the election of such director. The board of directors may at any time remove
any officer either with or without cause. The board of directors may at any time
terminate or modify the authority of any agent.

                              Section 6. VACANCIES

     6.1. If the office of the president or the treasurer or the secretary
becomes vacant, the directors may elect a successor by vote of a majority of the
directors then in office. If the office of any other officer becomes vacant, any
person or body empowered to elect or appoint that officer may choose a
successor. Each such successor shall hold office for the unexpired term, and in
the case of the president, the treasurer and the secretary until his successor
is chosen and qualified or in each case until he sooner dies, resigns, is
removed or becomes disqualified. Any vacancy of a directorship shall be filled
as specified in Section 3.4 of these by-laws.

                            Section 7. CAPITAL STOCK

     7.1. Stock Certificates. Each stockholder shall be entitled to a
certificate stating the number and the class and the designation of the series,
if any, of the shares held by him, in such form as shall, in conformity to law,
the certificate of incorporation and the by-laws, be prescribed from time to
time by the board of directors. Such certificate shall be signed by the chairman
or vice chairman of the board, or the president or a vice president and by the
treasurer or an assistant treasurer or by the secretary or an assistant
secretary. Any of or all the signatures on the certificate may be a facsimile.
In case an officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed on such certificate shall have ceased to be
such officer, transfer agent, or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such
officer, transfer agent, or registrar at the time of its issue.

     7.2. Loss of Certificates. In the case of the alleged theft, loss,
destruction or mutilation of a certificate of stock, a duplicate certificate may
be issued in place thereof, upon such terms, including receipt of a bond
sufficient to indemnify the corporation against any claim on account thereof, as
the board of directors may prescribe.

                     Section 8. TRANSFER OF SHARES OF STOCK

     8.1. Transfer on Books. Subject to the restrictions, if any, stated or
noted on the stock certificate, shares of stock may be transferred on the books
of the corporation by the surrender to the corporation or its transfer agent of
the certificate therefor properly endorsed or accompanied by a written
assignment and power of attorney properly executed, with necessary transfer
stamps affixed, and with such proof of the authenticity of signature as the
board of directors or the transfer agent of the corporation may reasonably
require. Except as may be otherwise required by law, by the certificate of


                                       -8-



incorporation or by these by-laws, the corporation shall be entitled to treat
the record holder of stock as shown on its books as the owner of such stock for
all purposes, including the payment of dividends and the right to receive notice
and to vote or to give any consent with respect thereto and to be held liable
for such calls and assessments, if any, as may lawfully be made thereon,
regardless of any transfer, pledge or other disposition of such stock until the
shares have been properly transferred on the books of the corporation.

     It shall be the duty of each stockholder to notify the corporation of his
post office address.

     8.2. Record Date. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the board of directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the board of directors, and which record date shall
not be more than sixty nor less than ten days before the date of such meeting.
If no such record date is fixed by the board of directors, the record date for
determining the stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the board of directors may fix a new record date for the adjourned meeting.

     In order that the corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the board of directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the board of directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the board of directors. If no
such record date has been fixed by the board of directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the board of directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation by delivery to its registered office in the state of incorporation
hand or certified or registered mail, return receipt requested, to its principal
place of business or to an officer or agent of the corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. If no
record date has been fixed by the board of directors and prior action by the
board of directors is required by applicable law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
board of directors adopts the resolution taking such prior action.

     In order that the corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or to exercise any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the board of directors may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be not
more than sixty days prior to such payment, exercise or other action. If no such
record date is fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.

                            Section 9. CORPORATE SEAL


                                       -9-



     9.1. Subject to alteration by the directors, the seal of the corporation
shall consist of a flat-faced circular die with the word "Delaware" and the name
of the corporation cut or engraved thereon, together with such other words,
dates or images as may be approved from time to time by the directors.

                         Section 10. EXECUTION OF PAPERS

     10.1. Except as the board of directors may generally or in particular cases
authorize the execution thereof in some other manner, all deeds, leases,
transfers, contracts, bonds, notes, checks, drafts or other obligations made,
accepted or endorsed by the corporation shall be signed by the chairman of the
board, if any, the president, a vice president or the treasurer.

                             Section 11. FISCAL YEAR

     11.1. The fiscal year of the corporation shall end on the 31st of December.

                             Section 12. AMENDMENTS

     12.1. These by-laws may be adopted, amended or repealed by vote of a
majority of the directors then in office or by vote of a majority of the stock
outstanding and entitled to vote. Any by-law, whether adopted, amended or
repealed by the stockholders or directors, may be amended or reinstated by the
stockholders or the directors.


                                      -10-

EX-3.44

                                                                    Exhibit 3.44

                    CERTIFICATE OF CHANGE OF REGISTERED AGENT

                                       AND

                                REGISTERED OFFICE

                                    * * * * *

          American Medical Response Management, Inc., a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

          The present registered agent of the corporation is Corporation Service
Company and the present registered office of the corporation is in the county of
New Castle.

          The Board of Directors of American Medical Response Management, Inc.
adopted the following resolution on the 1st day of September, 1996.

          Resolved, that the registered office of 1013 Centre Road, Wilmington,
     DE 19805 in the state of Delaware be and it hereby is changed to
     Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
     County of New Castle, and the authorization of the present registered agent
     of this corporation be and the same is hereby withdrawn, and THE
     CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed
     the registered agent of this corporation at the address of its registered
     office.

          IN WITNESS WHEREOF, American Medical Response Management, Inc. has
caused this statement to be signed by William George, its Vice President*, this
1st day of September, 1996.


                                        /s/ William George
                                        ----------------------------------------
                                        William George, Vice President
                                        (Title)

*    Any authorized officer or the chairman or Vice-Chairman of the Board of
     Directors may execute this certificate.



                          CERTIFICATE OF INCORPORATION

                                       OF

                   AMERICAN MEDICAL RESPONSE MANAGEMENT, INC.

     1. The name of this corporation is American Medical Response Management,
Inc.

     2. The registered office of this corporation in the State of Delaware is
located at 1013 Centre Road, in the City of Wilmington, County of New Castle.
The name of its registered agent at such address is Corporation Service Company.

     3. The purpose of this corporation is to engage in any, lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

     4. The total number of shares of stock that this corporation shall have
authority to issue is 3000 shares of Common Stock, $.01 par value per share.
Each share of Common Stock shall be entitled to one vote.

     5. The name and mailing address of the incorporator is: Ann L. Milner,
Ropes & Gray, One International Place, Boston, MA 02110-2624.

     6. Except as otherwise provided in the provisions establishing a class of
stock, the number of authorized shares of any class of stock may be increased or
decreased (but not below the number of shares thereof then outstanding) by the
affirmative vote of the holders of a majority of the voting power of the
corporation entitled to vote irrespective of the provisions of Section 242(b)(2)
of the General Corporation Law of the State of Delaware.

     7. The election of directors need not be by written ballot unless the
by-laws shall so require.

     8. In furtherance and not in limitation of the power conferred upon the
board of directors by law, the board of directors shall have power to make,
adopt, alter, amend and repeal from time to time by-laws of this corporation,
subject to the right of the stockholders entitled to vote with respect thereto
to alter and repeal by-laws made by the board of directors.

     9. A director of this corporation shall not be liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent that exculpation from liability is not permitted
under the General Corporation Law of the State of Delaware as in effect at the
time such liability is determined. No amendment or repeal of this paragraph 9
shall apply to or have any effect on the liability or alleged liability of any
director of the corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal.

     10. This corporation shall, to the maximum extent permitted from time to
time under the law of the State of Delaware, indemnify and upon request advance
expenses to any person who is or was a party or is threatened to be made a party
to any threatened, pending or completed


                                        2



action, suit, proceeding or claim, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was or has agreed to
be a director or officer of this corporation or while a director or officer is
or was serving at the request of this corporation as a director, officer,
partner, trustee, employee or agent of any corporation, partnership, joint
venture, trust or other enterprise, including service with respect to employee
benefit plans, against expenses (including attorney's fees and expenses),
judgments, fines, penalties and amounts paid in settlement incurred (and not
otherwise recovered) in connection with the investigation, preparation to defend
or defense of such action, suit, proceeding or claim; provided, however, that
the foregoing shall not require this corporation to indemnify or advance
expenses to any person in connection with any action, suit, proceeding, claim or
counterclaim initiated by or on behalf of such person. Such indemnification
shall not be exclusive of other indemnification rights arising under any by-law,
agreement, vote of directors or stockholders or otherwise and shall inure to the
benefit of the heirs and legal representatives of such person. Any person
seeking indemnification under this paragraph 10 shall be deemed to have met the
standard of conduct required for such indemnification unless the contrary shall
be established. Any repeal or modification of the foregoing provisions of this
paragraph 10 shall not adversely affect any right or protection of a director or
officer of this corporation with respect to any acts or omissions of such
director or officer occurring prior to such repeal or modification.

     11. The books of this corporation may (subject to any statutory
requirements) be kept outside the State of Delaware as may be designated by the
board of directors or in the by-laws of this corporation.

     12. If at any time this corporation shall have a class of stock registered
pursuant to the provisions of the Securities Exchange Act of 1934, for so long
as such class is so registered, any action by the stockholders of such class
must be taken at an annual or special meeting of stockholders and may not be
taken by written consent.

     THE UNDERSIGNED, the sole Incorporator named above, hereby certifies that
the fact stated above are true as of this 18th day of June, 1996.


                                        /s/ Ann L. Milner
                                        ----------------------------------------
                                        Ann L. Milner


                                        3

EX-3.45

                                                                    Exhibit 3.45

                                     BY-LAWS

                                       OF

                               THE SUBSIDIARIES OF

                         AMERICAN MEDICAL RESPONSE, INC.

                  Section 1. LAW, CERTIFICATE OF INCORPORATION
                                   AND BY-LAWS

     1.1. These by-laws are subject to the certificate of incorporation of the
corporation. In these by-laws, references to law, the certificate of
incorporation and by-laws mean the law, the provisions of the certificate of
incorporation and the by-laws as from time to time in effect.

                             Section 2. STOCKHOLDERS

     2.1. Annual Meeting. The annual meeting of stockholders shall be held at
10:00 am on the second Tuesday in May in each year, unless that day be a legal
holiday at the place where the meeting is to be held, in which case the meeting
shall be held at the same hour on the next succeeding day not a legal holiday,
or at such other date and time as shall be designated from time to time by the
board of directors and stated in the notice of the meeting, at which they shall
elect a board of directors and transact such other business as may be required
by law or these by-laws or as may properly come before the meeting.

     2.2. Special Meetings. A special meeting of the stockholders may be called
at any time by the chairman of the board, if any, the president or the board of
directors. A special meeting of the stockholders shall be called by the
secretary, or in the case of the death, absence, incapacity or refusal of the
secretary, by an assistant secretary or some other officer, upon application of
a majority of the directors. Any such application shall state the purpose or
purposes of the proposed meeting. Any such call shall state the place, date,
hour, and purposes of the meeting.

     2.3. Place of Meeting. All meetings of the stockholders for the election of
directors or for any other purpose shall be held at such place within or without
the state of incorporation as may be determined from time to time by the
chairman of the board, if any, the president or the board of directors. Any
adjourned session of any meeting of the stockholders shall be held at the place
designated in the vote of adjournment.

     2.4. Notice of Meetings. Except as otherwise provided by law, a written
notice of each meeting of stockholders stating the place, day and hour thereof
and, in the case of a special meeting, the purposes for which the meeting is
called, shall be given not less then ten nor more than sixty days before the
meeting, to each stockholder entitled to vote thereat, and to each stockholder
who, by law, by the certificate of incorporation or by these by-laws, is
entitled to notice, by leaving such notice with him or at his residence or usual
place of business, or by depositing it in the United States mail, postage
prepaid, and addressed to such stockholder at his



address as it appears in the records of the corporation. Such notice shall be
given by the secretary, or by an officer or person designated by the board of
directors, or in the case of a special meeting by the officer calling the
meeting. As to any adjourned session of any meeting of stockholders, notice of
the adjourned meeting need not be given if the time and place thereof are
announced at the meeting at which the adjournment was taken except that if the
adjournment is for more than thirty days or if after the adjournment a new
record date is set for the adjourned session, notice of any such adjourned
session of the meeting shall be given in the manner heretofore described. No
notice of any meeting of stockholders or any adjourned session thereof need be
given to a stockholder if a written waiver of notice, executed before or after
the meeting or such adjourned session by such stockholder, is filed with the
records of the meeting or if the stockholder attends such meeting without
objecting at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any meeting of the stockholders or any
adjourned session thereof need be specified in any written waiver of notice.

     2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as
to any matter shall consist of a majority of the votes entitled to be cast on
the matter, except where a larger quorum is required by law, by the certificate
of incorporation or by these by-laws. Any meeting may be adjourned from time to
time by a majority of the votes properly cast upon the question, whether or not
a quorum is present. If a quorum is present at an original meeting, a quorum
need not be present at an adjourned session of that meeting. Shares of its own
stock belonging to the corporation or to another corporation, if a majority of
the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the corporation, shall neither
be entitled to vote nor be counted for quorum purposes; provided, however, that
the foregoing shall not limit the right of any corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

     2.6. Action by Vote. When a quorum is present at any meeting, a plurality
of the votes properly cast for election to any office shall elect to such office
and a majority of the votes properly cast upon any question other than an
election to an office shall decide the question, except when a larger vote is
required by law, by the certificate of incorporation or by these by-laws. No
ballot shall be required for any election unless requested by a stockholder
present or represented at the meeting and entitled to vote in the election.

     2.7. Action without Meetings. Unless otherwise provided in the certificate
of incorporation, any action required or permitted to be taken by stockholders
for or in connection with any corporate action may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the corporation by
delivery to its registered office in the state of incorporation by hand or
certified or registered mail, return receipt requested, to its principal place
of business or to an officer or agent of the corporation having custody of the
book in which proceedings of meetings of stockholders are recorded. No written
consent shall be effective to take the corporate action referred to therein
unless written consents signed by a number of stockholders sufficient to take
such action are delivered to the corporation


                                        2



in the manner specified in this paragraph within sixty days of the earliest
dated consent so delivered.

     If action is taken by consent of stockholders and in accordance with the
foregoing, there shall be filed with the records of the meetings of stockholders
the writing or writings comprising such consent.

     If action is taken by less than unanimous consent of stockholders, prompt
notice of the taking of such action without a meeting shall be given to those
who have not consented in writing and a certificate signed and attested to by
the secretary that such notice was given shall be filed with the records of the
meetings of stockholders.

     In the event that the action which is consented to is such as would have
required the filing of a certificate under any provision of the General
Corporation Law of the State of Delaware, if such action had been voted upon by
the stockholders at a meeting thereof, the certificate filed under such
provision shall state, in lieu of any statement required by such provision
concerning a vote of stockholders, that written consent has been given under
Section 228 of said General Corporation Law and that written notice has been
given as provided in such Section 228.

     2.8. Proxy Representation. Every stockholder may authorize another person
or persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether by waiving notice of any meeting, objecting to
or voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by his
attorney-in-fact. No proxy shall be voted or acted upon after three years from
its date unless such proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and, if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally. The authorization of a proxy may but need
not be limited to specified action, provided, however, that if a proxy limits
its authorization to a meeting or meetings of stockholders, unless otherwise
specifically provided such proxy shall entitle the holder thereof to vote at any
adjourned session but shall not be valid after the final adjournment thereof.

     2.9. Inspectors. The directors or the person presiding at the meeting may,
and shall if required by applicable law, appoint one or more inspectors of
election and any substitute inspectors to act at the meeting or any adjournment
thereof. Each inspector, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting, the inspectors shall make a report in
writing of any challenge, question or matter determined by them and execute a
certificate of any fact found by them.


                                        3



     2.10. List of Stockholders. The secretary shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at such meeting, arranged in alphabetical order
and showing the address of each stockholder and the number of shares registered
in his name. The stock ledger shall be the only evidence as to who are
stockholders entitled to examine such list or to vote in person or by proxy at
such meeting.

                          Section 3. BOARD OF DIRECTORS

     3.1. Number. The corporation shall have one or more directors, the number
shall be consistent with applicable law and shall be determined from time to
time by vote of a majority of the directors then in office. No director need be
a stockholder.

     3.2. Tenure. Each director shall hold office until the next annual meeting
and until his successor is elected and qualified, or until he sooner dies,
resigns, is removed or becomes disqualified.

     3.3. Powers. The business and affairs of the corporation shall be managed
by or under the direction of the board of directors who shall have and may
exercise all the powers of the corporation and do all such lawful acts and
things as are not by law, the certificate of incorporation or these by-laws
directed or required to be exercised or done by the stockholders.

     3.4. Vacancies. Vacancies and any newly created directorships resulting
from any increase in the number of directors may be filled by vote of the
holders of the particular class or series of stock entitled to elect such
director at a meeting called for the purpose, or by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director, in
each case elected by the particular class or series of stock entitled to elect
such directors. When one or more directors shall resign from the board,
effective at a future date, a majority of the directors then in office,
including those who have resigned, who were elected by the particular class or
series of stock entitled to elect such resigning director or directors shall
have power to fill such vacancy or vacancies, the vote or action by writing
thereon to take effect when such resignation or resignations shall become
effective. The directors shall have and may exercise all their powers
notwithstanding the existence of one or more vacancies in their number, subject
to any requirements of law or of the certificate of incorporation or of these
by-laws as to the number of directors required for a quorum or for any vote or
other actions.

     3.5. Committees. The board of directors may, by vote of a majority of the
whole board, (a) designate, change the membership of or terminate the existence
of any committee or committees, each committee to consist of one or more of the
directors; (b) designate one or more directors as alternate members of any such
committee who may replace any absent or disqualified member at any meeting of
the committee; and (c) determine the extent to which each such committee shall
have and may exercise the powers of the board of directors in the management of
the business and affairs of the corporation, including the power to authorize
the seal of the corporation to be affixed to all papers which require it and the
power and authority to declare dividends or to authorize the issuance of stock;
excepting, however, such powers which by law, by the certificate of
incorporation or by these by-laws they are prohibited from so delegating. In the
absence or disqualification of any member of such committee and his alternate,
if any, the member or members thereof present at any meeting and not
disqualified


                                        4



from voting, whether or not constituting a quorum, may unanimously appoint
another member of the board of directors to act at the meeting in the place of
any such absent or disqualified member. Except as the board of directors may
otherwise determine, any committee may make rules for the conduct of its
business, but unless otherwise provided by the board or such rules, its business
shall be conducted as nearly as may be in the same manner as is provided by
these by-laws for the conduct of business by the board of directors. Each
committee shall keep regular minutes of its meetings and report the same to the
board of directors upon request.

     3.6. Regular Meetings. Regular meetings of the board of directors may be
held without call or notice at such places within or without the State of
Delaware and at such times as the board may from time to time determine,
provided that notice of the first regular meeting following any such
determination shall be given to absent directors. A regular meeting of the
directors may be held without call or notice immediately after and at the same
place as the annual meeting of stockholders.

     3.7. Special Meetings. Special meetings of the board of directors may be
held at any time and at any place within or without the state of incorporation
designated in the notice of the meeting, when called by the chairman of the
board, if any, the president, or by one-third or more in number of the
directors, reasonable notice thereof being given to each director by the
secretary or by the chairman of the board, if any, the president or any one of
the directors calling the meeting.

     3.8. Notice. It shall be reasonable and sufficient notice to a director to
send notice by mail or overnight courier at least forty-eight hours or by
telegram at least twenty-four hours before the meeting addressed to him at his
usual or last known business or residence address or to give notice to him in
person or by telephone at least twenty-four hours before the meeting. Notice of
a meeting need not be given to any director if a written waiver of notice,
executed by him before or after the meeting, is filed with the records of the
meeting, or to any director who attends the meeting without protesting prior
thereto or at its commencement the lack of notice to him. Neither notice of a
meeting nor a waiver of a notice need specify the purposes of the meeting.

     3.9. Quorum. Except as may be otherwise provided by law, by the certificate
of incorporation or by these by-laws, at any meeting of the directors a majority
of the directors then in office shall constitute a quorum; a quorum shall not in
any case be less than one-third of the total number of directors constituting
the whole board. Any meeting may be adjourned from time to time by a majority of
the votes cast upon the question, whether or not a quorum is present, and the
meeting may be held as adjourned without further notice.

     3.10. Action by Vote. Except as may be otherwise provided by law, by the
certificate of incorporation or by these by-laws, when a quorum is present at
any meeting the vote of a majority of the directors present shall be the act of
the board of directors.

     3.11. Action Without a Meeting. Any action required or permitted to be
taken at any meeting of the board of directors or a committee thereof may be
taken without a meeting if all the members of the board or of such committee, as
the case may be, consent thereto in writing, and such writing or writings are
filed with the records of the meetings of the board or of such


                                        5



committee. Such consent shall be treated for all purposes as the act of the
board or of such committee, as the case may be.

     3.12. Participation in Meetings by Conference Telephone. Members of the
board of directors, or any committee designated by such board, may participate
in a meeting of such board or committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other or by any other means permitted by law. Such
participation shall constitute presence in person at such meeting.

     3.13. Compensation. In the discretion of the board of directors, each
director may be paid such fees for his services as director and be reimbursed
for his reasonable expenses incurred in the performance of his duties as
director as the board of directors from time to time may determine.

     Nothing contained in this section shall be construed to preclude any
director from serving the corporation in any other capacity and receiving
reasonable compensation therefor.

     3.14. Interested Directors and Officers.

     (a) No contract or transaction between the corporation and one or more of
its directors or officers, or between the corporation and any other corporation,
partnership, association, or other organization in which one or more of the
corporation's directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the board or committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purpose, if:

          (1) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the board of directors
or the committee, and the board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or

          (2) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or

          (3) The contract or transaction is fair as to the corporation as of
the time it is authorized, approved or ratified, by the board of directors, a
committee thereof, or the stockholders.

     (b) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or of a committee
which authorizes the contract or transaction.


                                        6



                         Section 4. OFFICERS AND AGENTS

     4.1. Enumeration; Qualification. The officers of the corporation shall be a
president, a treasurer, a secretary and such other officers, if any, as the
board of directors from time to time may in its discretion elect or appoint
including without limitation a chairman of the board, one or more vice
presidents and a controller. The corporation may also have such agents, if any,
as the board of directors from time to time may in its discretion choose. Any
officer may be but none need be a director or stockholder. Any two or more
offices may be held by the same person. Any officer may be required by the board
of directors to secure the faithful performance of his duties to the corporation
by giving bond in such amount and with sureties or otherwise as the board of
directors may determine.

     4.2. Powers. Subject to law, to the certificate of incorporation and to the
other provisions of these by-laws, each officer shall have, in addition to the
duties and powers herein set forth, such duties and powers as are commonly
incident to his office and such additional duties and powers as the board of
directors may from time to time designate.

     4.3. Election. The officers may be elected by the board of directors at
their first meeting following the annual meeting of the stockholders or at any
other time. At any time or from time to time the directors may delegate to any
officer their power to elect or appoint any other officer or any agents.

     4.4. Tenure. Each officer shall hold office until his respective successor
is chosen and qualified unless a shorter period shall have been specified by the
terms of his election or appointment, or in each case until he sooner dies,
resigns, is removed or becomes disqualified. Each agent shall retain his
authority at the pleasure of the directors, or the officer by whom he was
appointed or by the officer who then holds agent appointive power.

     4.5. Chairman of the Board of Directors, President and Vice President. The
chairman of the board, if any, shall have such duties and powers as shall be
designated from time to time by the board of directors. Unless the board of
directors otherwise specifies, the chairman of the board, or if there is none
the chief executive officer, shall preside, or designate the person who shall
preside, at all meetings of the stockholders and of the board of directors.

     Unless the board of directors otherwise specifies, the president shall be
the chief executive officer and shall have direct charge of all business
operations of the corporation and, subject to the control of the directors,
shall have general charge and supervision of the business of the corporation.

     Any vice presidents shall have such duties and powers as shall be set forth
in these by-laws or as shall be designated from time to time by the board of
directors or by the president.

     4.6. Treasurer and Assistant Treasurers. Unless the board of directors
otherwise specifies, the treasurer shall be in charge of the corporation's funds
and valuable papers, and shall have such other duties and powers as may be
designated from time to time by the board of directors or by the president. If
no controller is elected, the treasurer shall, unless the board of directors
otherwise specifies, also have the duties and powers of the controller. Any
assistant


                                        7



treasurers shall have such duties and powers as shall be designated from time to
time by the board of directors, the president or the treasurer.

     4.7. Controller and Assistant Controllers. If a controller is elected, he
shall, unless the board of directors otherwise specifies, be in charge of its
books of account and accounting records, and of its accounting procedures. He
shall have such other duties and powers as may be designated from time to time
by the board of directors, the president or the treasurer. Any assistant
controller shall have such duties and powers as shall be designated from time to
time by the board of directors, the president, the treasurer or the controller.

     4.8. Secretary and Assistant Secretaries. The secretary shall record all
proceedings of the stockholders, of the board of directors and of committees of
the board of directors in a book or series of books to be kept therefor and
shall file therein all actions by written consent of stockholders or directors.
In the absence of the secretary from any meeting, an assistant secretary, or if
there be none or he is absent, a temporary secretary chosen at the meeting,
shall record the proceedings thereof. Unless a transfer agent has been appointed
the secretary shall keep or cause to be kept the stock and transfer records of
the corporation, which shall contain the names and record addresses of all
stockholders and the number of shares registered in the name of each
stockholder. He shall have such other duties and powers as may from time to time
be designated by the board of directors or the president. Any assistant
secretaries shall have such duties and powers as shall be designated from time
to time by the board of directors, the president or the secretary.

                      Section 5. RESIGNATIONS AND REMOVALS

     5.1. Any director or officer may resign at any time by delivering his
resignation in writing to the chairman of the board, if any, the president, or
the secretary or to a meeting of the board of directors. Such resignation shall
be effective upon receipt unless specified to be effective at some other time,
and without in either case the necessity of its being accepted unless the
resignation shall so state. A director (including persons elected by
stockholders or directors to fill vacancies in the board) may be removed from
office with or without cause by the vote of the holders of a majority of the
issued and outstanding shares of the particular class or series entitled to vote
in the election of such director. The board of directors may at any time remove
any officer either with or without cause. The board of directors may at any time
terminate or modify the authority of any agent.

                              Section 6. VACANCIES

     6.1. If the office of the president or the treasurer or the secretary
becomes vacant, the directors may elect a successor by vote of a majority of the
directors then in office. If the office of any other officer becomes vacant, any
person or body empowered to elect or appoint that officer may choose a
successor. Each such successor shall hold office for the unexpired term, and in
the case of the president, the treasurer and the secretary until his successor
is chosen and qualified or in each case until he sooner dies, resigns, is
removed or becomes disqualified. Any vacancy of a directorship shall be filled
as specified in Section 3.4 of these by-laws.


                                        8



                            Section 7. CAPITAL STOCK

     7.1. Stock Certificates. Each stockholder shall be entitled to a
certificate stating the number and the class and the designation of the series,
if any, of the shares held by him, in such form as shall, in conformity to law,
the certificate of incorporation and the by-laws, be prescribed from time to
time by the board of directors. Such certificate shall be signed by the chairman
or vice chairman of the board, or the president or a vice president and by the
treasurer or an assistant treasurer or by the secretary or an assistant
secretary. Any of or all the signatures on the certificate may be a facsimile.
In case an officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed on such certificate shall have ceased to be
such officer, transfer agent, or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such
officer, transfer agent, or registrar at the time of its issue.

     7.2. Loss of Certificates. In the case of the alleged theft, loss,
destruction or mutilation of a certificate of stock, a duplicate certificate may
be issued in place thereof, upon such terms, including receipt of a bond
sufficient to indemnify the corporation against any claim on account thereof, as
the board of directors may prescribe.

                     Section 8. TRANSFER OF SHARES OF STOCK

     8.1. Transfer on Books. Subject to the restrictions, if any, stated or
noted on the stock certificate, shares of stock may be transferred on the books
of the corporation by the surrender to the corporation or its transfer agent of
the certificate therefor properly endorsed or accompanied by a written
assignment and power of attorney properly executed, with necessary transfer
stamps affixed, and with such proof of the authenticity of signature as the
board of directors or the transfer agent of the corporation may reasonably
require. Except as may be otherwise required by law, by the certificate of
incorporation or by these by-laws, the corporation shall be entitled to treat
the record holder of stock as shown on its books as the owner of such stock for
all purposes, including the payment of dividends and the right to receive notice
and to vote or to give any consent with respect thereto and to be held liable
for such calls and assessments, if any, as may lawfully be made thereon,
regardless of any transfer, pledge or other disposition of such stock until the
shares have been properly transferred on the books of the corporation.

     It shall be the duty of each stockholder to notify the corporation of his
post office address.

     8.2. Record Date. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the board of directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the board of directors, and which record date shall
not be more than sixty nor less than ten days before the date of such meeting.
If no such record date is fixed by the board of directors, the record date for
determining the stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment


                                        9



of the meeting; provided, however, that the board of directors may fix a new
record date for the adjourned meeting.

     In order that the corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the board of directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the board of directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the board of directors. If no
such record date has been fixed by the board of directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the board of directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation by delivery to its registered office in the state of incorporation
hand or certified or registered mail, return receipt requested, to its principal
place of business or to an officer or agent of the corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. If no
record date has been fixed by the board of directors and prior action by the
board of directors is required by applicable law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
board of directors adopts the resolution taking such prior action.

     In order that the corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or to exercise any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the board of directors may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be not
more than sixty days prior to such payment, exercise or other action. If no such
record date is fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.

                            Section 9. CORPORATE SEAL

     9.1. Subject to alteration by the directors, the seal of the corporation
shall consist of a flat-faced circular die with the word "Delaware" and the name
of the corporation cut or engraved thereon, together with such other words,
dates or images as may be approved from time to time by the directors.

                         Section 10. EXECUTION OF PAPERS

     10.1. Except as the board of directors may generally or in particular cases
authorize the execution thereof in some other manner, all deeds, leases,
transfers, contracts, bonds, notes, checks, drafts or other obligations made,
accepted or endorsed by the corporation shall be signed by the chairman of the
board, if any, the president, a vice president or the treasurer.

                             Section 11. FISCAL YEAR

     11.1. The fiscal year of the corporation shall end on the 31st of December.


                                       10



                             Section 12. AMENDMENTS

     12.1. These by-laws may be adopted, amended or repealed by vote of a
majority of the directors then in office or by vote of a majority of the stock
outstanding and entitled to vote. Any by-law, whether adopted, amended or
repealed by the stockholders or directors, may be amended or reinstated by the
stockholders or the directors.


                                       11

EX-3.46

                                                                    Exhibit 3.46

                    CERTIFICATE OF CHANGE OF REGISTERED AGENT

                                       AND

                                REGISTERED OFFICE

                                    * * * * *

     American Medical Response of Georgia, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

     The present registered agent of the corporation is Corporation Service
Company and the present registered office of the corporation is in the county of
New Castle.

     The Board of Directors of American Medical Response of Georgia, Inc.,
adopted the following resolution on the 1st day of September, 1996.

          Resolved, that the registered office of American Medical Response of
     Georgia, Inc. in the state of Delaware be and it hereby is changed to
     Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
     County of New Castle, and the authorization of the present registered agent
     of this corporation be and the same is hereby withdrawn, and THE
     CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed
     the registered agent of this corporation at the address of its registered
     office.

IN WITNESS WHEREOF, American Medical Response of Georgia, Inc. has caused this
statement to be signed by William George, its Vice President this 1st day of
September, 1996.


                                        /s/ William George
                                        ----------------------------------------
                                        William George
                                        Vice President



                          CERTIFICATE OF INCORPORATION
                                       OF
                   AMERICAN MEDICAL RESPONSE OF GEORGIA, INC.

     1. The name of this corporation is American Medical Response of Georgia,
Inc.

     2. The registered office of this corporation in the State of Delaware is
located at 1013 Centre Road, in the City of Wilmington, County of New Castle.
The name of its registered agent at such address is Corporation Service Company.

     3. The purpose of this corporation is to engage in any, lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

     4. The total number of shares of stock that this corporation shall have
authority to issue is 3,000 shares of Common Stock, $.01 par value per share.
Each share of Common Stock shall be entitled to one vote.

     5. The name and mailing address of the incorporator is: Ann L. Milner, One
International Place, Boston, MA 02110-2624.

     6. Except as otherwise provided in the provisions establishing a class or
series of stock, the number of authorized shares of any class or series of stock
may be increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the voting
power of the corporation entitled to vote irrespective of the provisions of
Section 242(b)(2) of the General Corporation Law of the State of Delaware.

     7. The election of directors need not be by written ballot unless the
by-laws shall so require.

     8. In furtherance and not in limitation of the power conferred upon the
board of directors by law, the board of directors shall have power to make,
adopt, alter, amend and repeal from time to time by-laws of this corporation,
subject to the right of the stockholders entitled to vote with respect thereto
to alter and repeal by-laws made by the board of directors.

     9. A director of this corporation shall not be liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent that exculpation from liability is not permitted
under the General Corporation Law of the State of Delaware as in effect at the
time such liability is determined. No amendment or repeal of this paragraph 9
shall apply to or have any effect on the liability or alleged liability of any
director of the corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal.


                                        2



     10. This corporation shall, to the maximum extent permitted from time to
time under the law of the State of Delaware, indemnify and upon request advance
expenses to any person who is or was a party or is threatened to be made a party
to any threatened, pending or completed action, suit, proceeding or claim,
whether civil, criminal, administrative, or investigative, by reason of the fact
that such person is or was or has agreed to be a director or officer of this
corporation or while a director or officer is or was serving at the request of
this corporation as a director, officer, partner, trustee, employee or agent of
any corporation, partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, against expenses
(including attorney's fees and expenses), judgments, fines, penalties and
amounts paid in settlement incurred (and not otherwise recovered) in connection
with the investigation, preparation to defend or defense of such action, suit,
proceeding or claim; provided, however, that the foregoing shall not require
this corporation to indemnify or advance expenses to any person in connection
with any action, suit, proceeding, claim or counterclaim initiated by or on
behalf of such person. Such indemnification shall not be exclusive of other
indemnification rights arising under any by-law, agreement, vote of directors or
stockholders or otherwise and shall inure to the benefit of the heirs and legal
representatives of such person. Any person seeking indemnification under this
paragraph 10 shall be deemed to have met the standard of conduct required for
such indemnification unless the contrary shall be established. Any repeal or
modification of the foregoing provisions of this paragraph 10 shall not
adversely affect any right or protection of a director or officer of this
corporation with respect to any acts or omissions of such director or officer
occurring prior to such repeal or modification.

     11. The books of this corporation may (subject to any statutory
requirements) be kept outside the State of Delaware as may be designated by the
board of directors or in the by-laws of this corporation.

     12. If at any time this corporation shall have a class of stock registered
pursuant to the provisions of the Securities Exchange Act of 1934, for so long
as such class is so registered, any action by the stockholders of such class
must be taken at an annual or special meeting of stockholders and may not be
taken by written consent.

     THE UNDERSIGNED, the sole incorporator named above, hereby certifies that
the facts stated above are true as of this 22nd day of August, 1995.


                                        /s/ Ann L. Milner
                                        ----------------------------------------
                                        Ann L. Milner


                                        3

EX-3.47

                                                                    Exhibit 3.47

                                     BY-LAWS

                                       OF

                               THE SUBSIDIARIES OF

                         AMERICAN MEDICAL RESPONSE, INC.

                  Section 1. LAW, CERTIFICATE OF INCORPORATION
                                   AND BY-LAWS

     1.1. These by-laws are subject to the certificate of incorporation of the
corporation. In these by-laws, references to law, the certificate of
incorporation and by-laws mean the law, the provisions of the certificate of
incorporation and the by-laws as from time to time in effect.

                             Section 2. STOCKHOLDERS

     2.1. Annual Meeting. The annual meeting of stockholders shall be held at
10:00 am on the second Tuesday in May in each year, unless that day be a legal
holiday at the place where the meeting is to be held, in which case the meeting
shall be held at the same hour on the next succeeding day not a legal holiday,
or at such other date and time as shall be designated from time to time by the
board of directors and stated in the notice of the meeting, at which they shall
elect a board of directors and transact such other business as may be required
by law or these by-laws or as may properly come before the meeting.

     2.2. Special Meetings. A special meeting of the stockholders may be called
at any time by the chairman of the board, if any, the president or the board of
directors. A special meeting of the stockholders shall be called by the
secretary, or in the case of the death, absence, incapacity or refusal of the
secretary, by an assistant secretary or some other officer, upon application of
a majority of the directors. Any such application shall state the purpose or
purposes of the proposed meeting. Any such call shall state the place, date,
hour, and purposes of the meeting.

     2.3. Place of Meeting. All meetings of the stockholders for the election of
directors or for any other purpose shall be held at such place within or without
the state of incorporation as may be determined from time to time by the
chairman of the board, if any, the president or the board of directors. Any
adjourned session of any meeting of the stockholders shall be held at the place
designated in the vote of adjournment.

     2.4. Notice of Meetings. Except as otherwise provided by law, a written
notice of each meeting of stockholders stating the place, day and hour thereof
and, in the case of a special meeting, the purposes for which the meeting is
called, shall be given not less then ten nor more than sixty days before the
meeting, to each stockholder entitled to vote thereat, and to each stockholder
who, by law, by the certificate of incorporation or by these by-laws, is
entitled to notice, by leaving such notice with him or at his residence or usual
place of business, or by depositing it in the United States mail, postage
prepaid, and addressed to such stockholder at his address as it appears in the
records of the corporation. Such



notice shall be given by the secretary, or by an officer or person designated by
the board of directors, or in the case of a special meeting by the officer
calling the meeting. As to any adjourned session of any meeting of stockholders,
notice of the adjourned meeting need not be given if the time and place thereof
are announced at the meeting at which the adjournment was taken except that if
the adjournment is for more than thirty days or if after the adjournment a new
record date is set for the adjourned session, notice of any such adjourned
session of the meeting shall be given in the manner heretofore described. No
notice of any meeting of stockholders or any adjourned session thereof need be
given to a stockholder if a written waiver of notice, executed before or after
the meeting or such adjourned session by such stockholder, is filed with the
records of the meeting or if the stockholder attends such meeting without
objecting at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any meeting of the stockholders or any
adjourned session thereof need be specified in any written waiver of notice.

     2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as
to any matter shall consist of a majority of the votes entitled to be cast on
the matter, except where a larger quorum is required by law, by the certificate
of incorporation or by these by-laws. Any meeting may be adjourned from time to
time by a majority of the votes properly cast upon the question, whether or not
a quorum is present. If a quorum is present at an original meeting, a quorum
need not be present at an adjourned session of that meeting. Shares of its own
stock belonging to the corporation or to another corporation, if a majority of
the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the corporation, shall neither
be entitled to vote nor be counted for quorum purposes; provided, however, that
the foregoing shall not limit the right of any corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

     2.6. Action by Vote. When a quorum is present at any meeting, a plurality
of the votes properly cast for election to any office shall elect to such office
and a majority of the votes properly cast upon any question other than an
election to an office shall decide the question, except when a larger vote is
required by law, by the certificate of incorporation or by these by-laws. No
ballot shall be required for any election unless requested by a stockholder
present or represented at the meeting and entitled to vote in the election.

     2.7. Action without Meetings. Unless otherwise provided in the certificate
of incorporation, any action required or permitted to be taken by stockholders
for or in connection with any corporate action may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the corporation by
delivery to its registered office in the state of incorporation by hand or
certified or registered mail, return receipt requested, to its principal place
of business or to an officer or agent of the corporation having custody of the
book in which proceedings of meetings of stockholders are recorded. No written
consent shall be effective to take the corporate action referred to therein
unless written consents signed by a number of stockholders sufficient to take
such action are delivered to the corporation in the manner specified in this
paragraph within sixty days of the earliest dated consent so delivered.

     If action is taken by consent of stockholders and in accordance with the
foregoing, there shall be filed with the records of the meetings of stockholders
the writing or writings comprising such consent.


                                      -2-



     If action is taken by less than unanimous consent of stockholders, prompt
notice of the taking of such action without a meeting shall be given to those
who have not consented in writing and a certificate signed and attested to by
the secretary that such notice was given shall be filed with the records of the
meetings of stockholders.

     In the event that the action which is consented to is such as would have
required the filing of a certificate under any provision of the General
Corporation Law of the State of Delaware, if such action had been voted upon by
the stockholders at a meeting thereof, the certificate filed under such
provision shall state, in lieu of any statement required by such provision
concerning a vote of stockholders, that written consent has been given under
Section 228 of said General Corporation Law and that written notice has been
given as provided in such Section 228.

     2.8. Proxy Representation. Every stockholder may authorize another person
or persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether by waiving notice of any meeting, objecting to
or voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by his
attorney-in-fact. No proxy shall be voted or acted upon after three years from
its date unless such proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and, if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally. The authorization of a proxy may but need
not be limited to specified action, provided, however, that if a proxy limits
its authorization to a meeting or meetings of stockholders, unless otherwise
specifically provided such proxy shall entitle the holder thereof to vote at any
adjourned session but shall not be valid after the final adjournment thereof.

     2.9. Inspectors. The directors or the person presiding at the meeting may,
and shall if required by applicable law, appoint one or more inspectors of
election and any substitute inspectors to act at the meeting or any adjournment
thereof. Each inspector, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting, the inspectors shall make a report in
writing of any challenge, question or matter determined by them and execute a
certificate of any fact found by them.

     2.10. List of Stockholders. The secretary shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at such meeting, arranged in alphabetical order
and showing the address of each stockholder and the number of shares registered
in his name. The stock ledger shall be the only evidence as to who are
stockholders entitled to examine such list or to vote in person or by proxy at
such meeting.


                                      -3-



                          Section 3. BOARD OF DIRECTORS

     3.1. Number. The corporation shall have one or more directors, the number
shall be consistent with applicable law and shall be determined from time to
time by vote of a majority of the directors then in office. No director need be
a stockholder.

     3.2. Tenure. Each director shall hold office until the next annual meeting
and until his successor is elected and qualified, or until he sooner dies,
resigns, is removed or becomes disqualified.

     3.3. Powers. The business and affairs of the corporation shall be managed
by or under the direction of the board of directors who shall have and may
exercise all the powers of the corporation and do all such lawful acts and
things as are not by law, the certificate of incorporation or these by-laws
directed or required to be exercised or done by the stockholders.

     3.4. Vacancies. Vacancies and any newly created directorships resulting
from any increase in the number of directors may be filled by vote of the
holders of the particular class or series of stock entitled to elect such
director at a meeting called for the purpose, or by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director, in
each case elected by the particular class or series of stock entitled to elect
such directors. When one or more directors shall resign from the board,
effective at a future date, a majority of the directors then in office,
including those who have resigned, who were elected by the particular class or
series of stock entitled to elect such resigning director or directors shall
have power to fill such vacancy or vacancies, the vote or action by writing
thereon to take effect when such resignation or resignations shall become
effective. The directors shall have and may exercise all their powers
notwithstanding the existence of one or more vacancies in their number, subject
to any requirements of law or of the certificate of incorporation or of these
by-laws as to the number of directors required for a quorum or for any vote or
other actions.

     3.5. Committees. The board of directors may, by vote of a majority of the
whole board, (a) designate, change the membership of or terminate the existence
of any committee or committees, each committee to consist of one or more of the
directors; (b) designate one or more directors as alternate members of any such
committee who may replace any absent or disqualified member at any meeting of
the committee; and (c) determine the extent to which each such committee shall
have and may exercise the powers of the board of directors in the management of
the business and affairs of the corporation, including the power to authorize
the seal of the corporation to be affixed to all papers which require it and the
power and authority to declare dividends or to authorize the issuance of stock;
excepting, however, such powers which by law, by the certificate of
incorporation or by these by-laws they are prohibited from so delegating. In the
absence or disqualification of any member of such committee and his alternate,
if any, the member or members thereof present at any meeting and not
disqualified from voting, whether or not constituting a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in the
place of any such absent or disqualified member. Except as the board of
directors may otherwise determine, any committee may make rules for the conduct
of its business, but unless otherwise provided by the board or such rules, its
business shall be conducted as nearly as may be in the same manner as is
provided by these by-laws for the conduct of business by the board of directors.
Each committee shall keep regular minutes of its meetings and report the same to
the board of directors upon request.

     3.6. Regular Meetings. Regular meetings of the board of directors may be
held without call or notice at such places within or without the State of
Delaware and at such times as the board may from


                                      -4-



time to time determine, provided that notice of the first regular meeting
following any such determination shall be given to absent directors. A regular
meeting of the directors may be held without call or notice immediately after
and at the same place as the annual meeting of stockholders.

     3.7. Special Meetings. Special meetings of the board of directors may be
held at any time and at any place within or without the state of incorporation
designated in the notice of the meeting, when called by the chairman of the
board, if any, the president, or by one-third or more in number of the
directors, reasonable notice thereof being given to each director by the
secretary or by the chairman of the board, if any, the president or any one of
the directors calling the meeting.

     3.8. Notice. It shall be reasonable and sufficient notice to a director to
send notice by mail or overnight courier at least forty-eight hours or by
telegram at least twenty-four hours before the meeting addressed to him at his
usual or last known business or residence address or to give notice to him in
person or by telephone at least twenty-four hours before the meeting. Notice of
a meeting need not be given to any director if a written waiver of notice,
executed by him before or after the meeting, is filed with the records of the
meeting, or to any director who attends the meeting without protesting prior
thereto or at its commencement the lack of notice to him. Neither notice of a
meeting nor a waiver of a notice need specify the purposes of the meeting.

     3.9. Quorum. Except as may be otherwise provided by law, by the certificate
of incorporation or by these by-laws, at any meeting of the directors a majority
of the directors then in office shall constitute a quorum; a quorum shall not in
any case be less than one-third of the total number of directors constituting
the whole board. Any meeting may be adjourned from time to time by a majority of
the votes cast upon the question, whether or not a quorum is present, and the
meeting may be held as adjourned without further notice.

     3.10. Action by Vote. Except as may be otherwise provided by law, by the
certificate of incorporation or by these by-laws, when a quorum is present at
any meeting the vote of a majority of the directors present shall be the act of
the board of directors.

     3.11. Action Without a Meeting. Any action required or permitted to be
taken at any meeting of the board of directors or a committee thereof may be
taken without a meeting if all the members of the board or of such committee, as
the case may be, consent thereto in writing, and such writing or writings are
filed with the records of the meetings of the board or of such committee. Such
consent shall be treated for all purposes as the act of the board or of such
committee, as the case may be.

     3.12. Participation in Meetings by Conference Telephone. Members of the
board of directors, or any committee designated by such board, may participate
in a meeting of such board or committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other or by any other means permitted by law. Such
participation shall constitute presence in person at such meeting.

     3.13. Compensation. In the discretion of the board of directors, each
director may be paid such fees for his services as director and be reimbursed
for his reasonable expenses incurred in the performance of his duties as
director as the board of directors from time to time may determine. Nothing
contained in this section shall be construed to preclude any director from
serving the corporation in any other capacity and receiving reasonable
compensation therefor.

     3.14. Interested Directors and Officers.


                                      -5-



     (a) No contract or transaction between the corporation and one or more of
its directors or officers, or between the corporation and any other corporation,
partnership, association, or other organization in which one or more of the
corporation's directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the board or committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purpose, if:

          (1) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the board of directors
or the committee, and the board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or

          (2) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or

          (3) The contract or transaction is fair as to the corporation as of
the time it is authorized, approved or ratified, by the board of directors, a
committee thereof, or the stockholders.

     (b) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or of a committee
which authorizes the contract or transaction.

                         Section 4. OFFICERS AND AGENTS

     4.1. Enumeration; Qualification. The officers of the corporation shall be a
president, a treasurer, a secretary and such other officers, if any, as the
board of directors from time to time may in its discretion elect or appoint
including without limitation a chairman of the board, one or more vice
presidents and a controller. The corporation may also have such agents, if any,
as the board of directors from time to time may in its discretion choose. Any
officer may be but none need be a director or stockholder. Any two or more
offices may be held by the same person. Any officer may be required by the board
of directors to secure the faithful performance of his duties to the corporation
by giving bond in such amount and with sureties or otherwise as the board of
directors may determine.

     4.2. Powers. Subject to law, to the certificate of incorporation and to the
other provisions of these by-laws, each officer shall have, in addition to the
duties and powers herein set forth, such duties and powers as are commonly
incident to his office and such additional duties and powers as the board of
directors may from time to time designate.

     4.3. Election. The officers may be elected by the board of directors at
their first meeting following the annual meeting of the stockholders or at any
other time. At any time or from time to time the directors may delegate to any
officer their power to elect or appoint any other officer or any agents.

     4.4. Tenure. Each officer shall hold office until his respective successor
is chosen and qualified unless a shorter period shall have been specified by the
terms of his election or appointment, or in each case until he sooner dies,
resigns, is removed or becomes disqualified. Each agent shall retain his
authority at the pleasure of the directors, or the officer by whom he was
appointed or by the officer who then holds agent appointive power.


                                      -6-



     4.5. Chairman of the Board of Directors, President and Vice President. The
chairman of the board, if any, shall have such duties and powers as shall be
designated from time to time by the board of directors. Unless the board of
directors otherwise specifies, the chairman of the board, or if there is none
the chief executive officer, shall preside, or designate the person who shall
preside, at all meetings of the stockholders and of the board of directors.

     Unless the board of directors otherwise specifies, the president shall be
the chief executive officer and shall have direct charge of all business
operations of the corporation and, subject to the control of the directors,
shall have general charge and supervision of the business of the corporation.

     Any vice presidents shall have such duties and powers as shall be set forth
in these by-laws or as shall be designated from time to time by the board of
directors or by the president.

     4.6. Treasurer and Assistant Treasurers. Unless the board of directors
otherwise specifies, the treasurer shall be in charge of the corporation's funds
and valuable papers, and shall have such other duties and powers as may be
designated from time to time by the board of directors or by the president. If
no controller is elected, the treasurer shall, unless the board of directors
otherwise specifies, also have the duties and powers of the controller. Any
assistant treasurers shall have such duties and powers as shall be designated
from time to time by the board of directors, the president or the treasurer.

     4.7. Controller and Assistant Controllers. If a controller is elected, he
shall, unless the board of directors otherwise specifies, be in charge of its
books of account and accounting records, and of its accounting procedures. He
shall have such other duties and powers as may be designated from time to time
by the board of directors, the president or the treasurer. Any assistant
controller shall have such duties and powers as shall be designated from time to
time by the board of directors, the president, the treasurer or the controller.

     4.8. Secretary and Assistant Secretaries. The secretary shall record all
proceedings of the stockholders, of the board of directors and of committees of
the board of directors in a book or series of books to be kept therefor and
shall file therein all actions by written consent of stockholders or directors.
In the absence of the secretary from any meeting, an assistant secretary, or if
there be none or he is absent, a temporary secretary chosen at the meeting,
shall record the proceedings thereof. Unless a transfer agent has been appointed
the secretary shall keep or cause to be kept the stock and transfer records of
the corporation, which shall contain the names and record addresses of all
stockholders and the number of shares registered in the name of each
stockholder. He shall have such other duties and powers as may from time to time
be designated by the board of directors or the president. Any assistant
secretaries shall have such duties and powers as shall be designated from time
to time by the board of directors, the president or the secretary.


                                      -7-



                      Section 5. RESIGNATIONS AND REMOVALS

     5.1. Any director or officer may resign at any time by delivering his
resignation in writing to the chairman of the board, if any, the president, or
the secretary or to a meeting of the board of directors. Such resignation shall
be effective upon receipt unless specified to be effective at some other time,
and without in either case the necessity of its being accepted unless the
resignation shall so state. A director (including persons elected by
stockholders or directors to fill vacancies in the board) may be removed from
office with or without cause by the vote of the holders of a majority of the
issued and outstanding shares of the particular class or series entitled to vote
in the election of such director. The board of directors may at any time remove
any officer either with or without cause. The board of directors may at any time
terminate or modify the authority of any agent.

                              Section 6. VACANCIES

     6.1. If the office of the president or the treasurer or the secretary
becomes vacant, the directors may elect a successor by vote of a majority of the
directors then in office. If the office of any other officer becomes vacant, any
person or body empowered to elect or appoint that officer may choose a
successor. Each such successor shall hold office for the unexpired term, and in
the case of the president, the treasurer and the secretary until his successor
is chosen and qualified or in each case until he sooner dies, resigns, is
removed or becomes disqualified. Any vacancy of a directorship shall be filled
as specified in Section 3.4 of these by-laws.

                            Section 7. CAPITAL STOCK

     7.1. Stock Certificates. Each stockholder shall be entitled to a
certificate stating the number and the class and the designation of the series,
if any, of the shares held by him, in such form as shall, in conformity to law,
the certificate of incorporation and the by-laws, be prescribed from time to
time by the board of directors. Such certificate shall be signed by the chairman
or vice chairman of the board, or the president or a vice president and by the
treasurer or an assistant treasurer or by the secretary or an assistant
secretary. Any of or all the signatures on the certificate may be a facsimile.
In case an officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed on such certificate shall have ceased to be
such officer, transfer agent, or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such
officer, transfer agent, or registrar at the time of its issue.

     7.2. Loss of Certificates. In the case of the alleged theft, loss,
destruction or mutilation of a certificate of stock, a duplicate certificate may
be issued in place thereof, upon such terms, including receipt of a bond
sufficient to indemnify the corporation against any claim on account thereof, as
the board of directors may prescribe.

                     Section 8. TRANSFER OF SHARES OF STOCK

     8.1. Transfer on Books. Subject to the restrictions, if any, stated or
noted on the stock certificate, shares of stock may be transferred on the books
of the corporation by the surrender to the corporation or its transfer agent of
the certificate therefor properly endorsed or accompanied by a written
assignment and power of attorney properly executed, with necessary transfer
stamps affixed, and with such proof of the authenticity of signature as the
board of directors or the transfer agent of the corporation may reasonably
require. Except as may be otherwise required by law, by the certificate of


                                      -8-



incorporation or by these by-laws, the corporation shall be entitled to treat
the record holder of stock as shown on its books as the owner of such stock for
all purposes, including the payment of dividends and the right to receive notice
and to vote or to give any consent with respect thereto and to be held liable
for such calls and assessments, if any, as may lawfully be made thereon,
regardless of any transfer, pledge or other disposition of such stock until the
shares have been properly transferred on the books of the corporation.

     It shall be the duty of each stockholder to notify the corporation of his
post office address.

     8.2. Record Date. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the board of directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the board of directors, and which record date shall
not be more than sixty nor less than ten days before the date of such meeting.
If no such record date is fixed by the board of directors, the record date for
determining the stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the board of directors may fix a new record date for the adjourned meeting.

     In order that the corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the board of directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the board of directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the board of directors. If no
such record date has been fixed by the board of directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the board of directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation by delivery to its registered office in the state of incorporation
hand or certified or registered mail, return receipt requested, to its principal
place of business or to an officer or agent of the corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. If no
record date has been fixed by the board of directors and prior action by the
board of directors is required by applicable law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
board of directors adopts the resolution taking such prior action.

     In order that the corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or to exercise any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the board of directors may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be not
more than sixty days prior to such payment, exercise or other action. If no such
record date is fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.

                            Section 9. CORPORATE SEAL


                                      -9-



     9.1. Subject to alteration by the directors, the seal of the corporation
shall consist of a flat-faced circular die with the word "Delaware" and the name
of the corporation cut or engraved thereon, together with such other words,
dates or images as may be approved from time to time by the directors.

                         Section 10. EXECUTION OF PAPERS

     10.1. Except as the board of directors may generally or in particular cases
authorize the execution thereof in some other manner, all deeds, leases,
transfers, contracts, bonds, notes, checks, drafts or other obligations made,
accepted or endorsed by the corporation shall be signed by the chairman of the
board, if any, the president, a vice president or the treasurer.

                             Section 11. FISCAL YEAR

     11.1. The fiscal year of the corporation shall end on the 31st of December.

                             Section 12. AMENDMENTS

     12.1. These by-laws may be adopted, amended or repealed by vote of a
majority of the directors then in office or by vote of a majority of the stock
outstanding and entitled to vote. Any by-law, whether adopted, amended or
repealed by the stockholders or directors, may be amended or reinstated by the
stockholders or the directors.


                                      -10-

EX-3.48

                                                                    Exhibit 3.48

                        The Commonwealth of Massachusetts
                             William Francis Galvin
                          Secretary of the Commonwealth
              One Ashburton Place, Boston, Massachusetts 02108-1512

            ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
                    (General Laws, Chapter 156B, Section 82)

We, Joshua T. Gaines, *Vice President

and Joshua T. Gaines, "Clerk

of American Medical Response of Massachusetts, Inc.
     (Exact name of corporation)

organized under the laws of Massachusetts and herein called the parent
corporation, certify as follows:

1. That the subsidiary corporation(s) to be merged into the parent corporation
is/are:



NAME                          STATE OF ORGANIZATION   DATE OF ORGANIZATION
- ----                          ---------------------   --------------------
                                                
American Mediwheels
   Ambulance Services, Inc.          Delaware


2. The parent corporation, at the date of the vote, owned not less than ninety
percent (90%) of the outstanding shares of each class of stock of the subsidiary
corporation or corporations with which it has voted to merge.

Item 3 below may be deleted if all the corporations are organized under the laws
of Massachusetts and if General Laws, Chapter 156B is applicable to them.

3. That in the case of each of the above named corporations, the laws of the
state of its organization, if other than Massachusetts, permit the merger herein
described, and that all action required under the laws of each such state in
connection with this merger has been duly taken.

*    Delete the inapplicable words. In case the parent corporation is organized
     under the laws of a state other than Massachusetts, these articles are to
     be signed by officers having corresponding powers and duties.



4. That at a meeting of the directors of the parent corporation, the following
vote, pursuant to General Laws Chapter 156B, Section 82, Subsection (a) was duly
adopted:

                           See Continuation Sheet 4A.


                                       2



                             Continuation Sheet 4A.

                                     Merger

      
VOTED:   That this Corporation (hereinafter sometimes referred to as the
         "Parent"), which is a business corporation of the Commonwealth of
         Massachusetts and the owner of all of the outstanding shares of
         American Mediwheels Ambulance Services, Inc., a corporation organized
         under the laws of the State of Delaware (referred to hereinafter as the
         "Subsidiary Corporation"), does hereby merge the Subsidiary Corporation
         into itself pursuant to the applicable laws of Delaware and pursuant to
         the provisions of the General Laws of the Commonwealth of
         Massachusetts, and does hereby assume all of the liabilities and
         obligations of all of the Subsidiary Corporation;

         ii.) The Subsidiary Corporation shall cease to exist upon the effective
         date and time of the merger herein provided for; and this Corporation
         shall continue its existence as the surviving corporation pursuant to
         the provisions of the General Laws of the Commonwealth of
         Massachusetts.

         iii.) The issued shares of the Subsidiary Corporation shall not be
         converted in any manner, nor shall any cash or other consideration be
         paid or delivered therefore; inasmuch as this Corporation is the sole
         stockholder of the Subsidiary Corporation, but each said share which is
         issued as of the complete effective date and time of the merger shall
         be surrendered and extinguished.

         iv.) The Board of Directors or the proper officers of this Corporation
         are hereby authorized, empowered and directed to do any and all acts
         and things, and to make, execute, deliver, file and/or record any and
         all instruments, papers and documents which shall be or become
         necessary, proper or convenient to carry out or put into effect any of
         the provisions of the merger herein provided for;

         v.) The merger herein provided for shall become effective upon filing.

VOTED:   That the Subsidiary Corporation be merged into this Corporation, and
         that all of the estate, property, rights, privileges, powers and
         franchises of the Subsidiary Corporation be vested in, held and enjoyed
         by this Corporation as fully and entirely and without change or
         diminution as the same were before held and enjoyed by the Subsidiary
         Corporation in their names.




                                       3



                     Certificate of Organization and By-Laws

      
VOTED:   That from and after the effective date and time of the Merger and
         thereafter until amended as provided by law, the Articles of
         Organization and By-Laws of this Corporation shall be the Articles of
         Organization and By-Laws of the surviving corporation, each as in
         effect immediately prior to the effective time.

                             Directors and Officers

VOTED:   That each of the directors and officers of this Corporation immediately
         prior to effective date and time shall continue in the same position or
         positions with the said surviving corporation following the effective
         date and time, in each case until his or her successor is elected and
         qualified, or until his or her earlier death, resignation or removal.




                                       4



5. The effective date of the merger shall be the date approved and filed by the
Secretary of the Commonwealth. If a later effective date is desired, specify
such date, which shall not be more than thirty days after the date of filing

Section 6 below may be deleted if the parent corporation is organized under the
laws of Massachusetts.

SIGNED UNDER THE PENALTIES OF PERJURY, this 20th day of October, 1997.


/s/ Joshua T. Gaines                ,   *Vice President.
- ------------------------------------
Joshua T. Gaines


/s/ Joshua T. Gaines                ,   *Clerk
- ------------------------------------
Joshua T. Gaines

*    Delete the inapplicable words. In case the parent corporation is organized
     under the laws of a state other than Massachusetts these articles are to be
     signed by officers having corresponding powers and duties.

(MASS. - 1644)


                                       5



                        THE COMMONWEALTH OF MASSACHUSETTS
                             William Francis Galvin
                          Secretary of the Commonwealth
              One Ashburton Place, Boston, Massachusetts 02108-1512

                               ARTICLES OF MERGER
                    (General Laws, Chapter 156B, Section 78)

merger of

                                        CareLine - New England, Inc.
                                        Brewster Ambulance Service, Inc.
                                        Housecall Network, Inc.
                                        American Medical Response of
                                        Massachusetts, Inc.

                                        the constituent corporations, into

                                        American Medical Response of
                                        Massachusetts, Inc.

                                           *one of the constituent corporations.

The undersigned officers of each of the constituent corporations certify under
the penalties of perjury as follows:

1. An agreement of *merger has been duly adopted in compliance with the
requirements of General Laws, Chapter 156B, Section 78, and will be kept as
provided by Subsection (d) thereof. The *surviving corporation will furnish a
copy of said agreement to any of its stockholders, or to any person who was a
stockholder of any constituent corporation, upon written request and without
charge.

2. The effective date of the *merger determined pursuant to the agreement of
*merger shall be the date approved and filed by the Secretary of the
Commonwealth. If a later effective date is desired, specify such date which
shall not be more than thirty days after the date of filing:

3. (For a merger)

**The following amendments to the Articles of Organization of the surviving
corporation have been effected pursuant to the agreement of merger:

     None.


                                       6



(For a consolidation) Not applicable.

(a) The purpose of the resulting corporation is to engage in the following
business activities:

     N/A

(b) State the total number of shares and the par value, if any, of each class of
stock which the resulting corporation is authorized to issue.

     N/A



WITHOUT PAR VALUE           WITH PAR VALUE
TYPE NUMBER OF SHARES   TYPE NUMBER OF SHARES   PAR VALUE
- ---------------------   ---------------------   ---------
                                          
Common:                 Common:

Preferred:              Preferred:


**(c) If more than one class of stock is authorized, state a distinguishing
designation for each class and provide a description of the preferences, voting
powers, qualifications, and special or relative rights or privileges of each
class and of each series then established.

     N/A

**(d) The restrictions, if any, on the transfer of stock contained in the
agreement of consolidation are:

     N/A

**(e) Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or for
limiting, defining, or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders:

     N/A

**   If there are no provisions state "None".


                                       7



4. The information contained in Item 4 is not a permanent part of the Articles
of Organization of the *resulting / *surviving corporation.

(a) The street address of the *surviving corporation in Massachusetts is: (post
office boxes are not acceptable)

     4 Tech Circle, Natick, MA 01760

(b) The name, residential address, and post office address of each director and
officer of the *surviving corporation is:

NAME   RESIDENTIAL ADDRESS   POST OFFICE ADDRESS

President: Michael J. McClymont, 58 LongView Drive, Ridgefield, CT 06877

Treasurer: Wayne S. Rachlen, 30 Michael Lane, Stoughton, MA 02072

Clerk: Garrett F. Casey, Jr., 54 River Street, West Newton, MA 02165

Directors: Paul T. Shirley, 875 Lakeshore Drive, Incline Village, NV 89451


(c) The fiscal year (i.e. tax year) of the *surviving corporation shall end on
the last day of the month of: August

(d) The name and business address of the resident agent, if any, of the
*surviving corporation is:

     Garrett F. Casey, Jr., 4 Tech Circle, Natick, MA 01760

The undersigned officers of the several constituent corporations listed above
further state under the penalties of perjury as to their respective corporations
that the agreement of *merger has been duly executed on behalf of such
corporation and duly approved by the stockholders of such corporation in the
manner required by General Laws, Chapter 156B, Section 78.

See attached signature page

______________________________________________________, President

______________________________________________________, Clerk

of American Medical Response of Massachusetts, Inc.
                       (Name of constituent corporation)


                                       8



See attached signature page

______________________________________________________, President

______________________________________________________, Clerk

of CareLine - New England, Inc., Brewster Ambulance Service, Inc. and Housecall
Network, Inc.
                       (Name of constituent corporation)

*    Delete the inapplicable words


                                       9



The undersigned officers of the several constituent corporations listed above
further state under the penalties of perjury as to their respective corporations
that the agreement of merger has been duly executed on behalf of such
corporation and duly approved by the stockholders of such corporation in the
manner required by General Laws, Chapter 156B, Section 78.


                                                        
/s/ Joshua T. Gaines                  Joshua T. Gaines        Vice President
- -----------------------------------


/s/ Garrett F. Casey, Jr.             Garrett F. Casey, Jr.   Clerk
- -----------------------------------

of CareLine-New England, Inc.


/s/ Joshua T. Gaines                  Joshua T. Gaines        Vice President
- -----------------------------------


/s/ Garrett F. Casey, Jr.             Garrett F. Casey, Jr.   Clerk
- -----------------------------------

of Brewster Ambulance Service, Inc.


/s/ Joshua T. Gaines                  Joshua T. Gaines        Vice President
- -----------------------------------


/s/ Garrett F. Casey, Jr.             Garrett F. Casey, Jr.   Clerk
- -----------------------------------

of Housecall Network, Inc.


/s/ Joshua T. Gaines                  Joshua T. Gaines        Vice President
- -----------------------------------


/s/ Garrett F. Casey, Jr.             Garrett F. Casey, Jr.   Clerk
- -----------------------------------

of American Medical Response of Massachusetts, Inc.




                                       10



                        The Commonwealth of Massachusetts
                             William Francis Galvin
                          Secretary of the Commonwealth
              One Ashburton Place, Boston, Massachusetts 02108-1512

                               ARTICLES OF *MERGER
                    (General Laws, Chapter 156B, Section 79)

*merger of
                                        Ambulance Systems of America, Inc.,
                                           a Delaware corporation
                                        American Medical Response of
                                           Massachusetts, Inc., a Massachusetts
                                           corporation

                                              the constituent corporations, into

                                        American Medical Response of
                                           Massachusetts, Inc.

*one of the constituent corporations organized under the laws of Massachusetts.

The undersigned officers of each of the constituent corporations certify under
the penalties of perjury as follows:

1. An agreement of *merger has been duly adopted in compliance with the
requirements of General Laws, Chapter 156B, Section 79, and will be kept as
provided by Subsection (c) thereof. The *resulting / *surviving corporation will
furnish a copy of said agreement to any of its stockholders, or to any person
who was a stockholder of any constituent corporation, upon written request and
without charge.

2. The effective date of the *merger determined pursuant to the agreement of
*consolidation / *merger shall be the date approved and filed by the Secretary
of the Commonwealth. If a later effective date is desired, specify such date
which shall not be more than thirty days after the date of filing.

     December 31, 1995

3. (For a merger)

     *The following amendments to the Articles of Organization of the surviving
corporation have been effected pursuant to the agreement of merger:

          None

(For a consolidation)

(a) The purpose of the resulting corporation is to engage in the following
business activities:

          N/A


                                       11



*    Delete the inapplicable words.

Note: if the space provided under any article or item on this form is
insufficient, additions shall be set forth on separate 8-1/2x11 sheets of paper
with a left margin of at least 1 inch. Additions to more than one article may be
made on a single sheet as long as each article requiring each addition is
clearly indicated.

(For a consolidation)

(a) State the total number of shares and the par value, if any, of each class of
stock which the corporation is authorized to issue:



      WITHOUT PAR VALUE                       WITH PAR VALUE
- -----------------------------   -----------------------------------------
TYPE         NUMBER OF SHARES   TYPE:        NUMBER OF SHARES   PAR VALUE
- ----         ----------------   -----        ----------------   ---------
                                                    
Common:                         Common:
Preferred:                      Preferred:


** (c) If more than one class of stock is authorized, state a distinguishing
designation for each class and provide a description of the preferences, voting
powers, qualifications, and special or relative rights or privileges of each
class and of each series then established.

          N/A

** (d) The restrictions, if any, on the transfer of stock contained in the
agreement of consolidation are:

          N/A

** (e) Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or for
limiting, defining or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders.

          N/A

Item 4 below may be deleted if the *surviving corporation is organized under the
laws of a state other than Massachusetts.

4. The information contained in Item 4 is not a permanent part of the Articles
of Incorporation of the *surviving corporation.

(a) The street address (post offices boxes are not acceptable) of the *surviving
corporation in Massachusetts is: 67 Batterymarch Street, Boston, MA 02110

**   If there are no provisions state "None".


                                       12



(b) The name, residential address and post office address of each director and
officer of the surviving corporation is


NAME        RESIDENTIAL ADDRESS   POST OFFICE ADDRESS
                            

President

Treasurer            See Attached Exhibit A.

Clerk

Directors


(c) The fiscal year end (i.e. tax year) of the *surviving corporation shall end
on the last day of the month of: December

(d) The name and business address of the resident agent, if any, of the
*surviving corporation is:

          N/A

Item 5 below may be deleted if the resulting/surviving corporation is organized
under the laws of Massachusetts.

5. The *resulting/ *surviving corporation hereby agrees that it may be sued in
the Commonwealth of Massachusetts for any prior obligation of any constituent
Massachusetts corporation, any prior obligation of any constituent foreign
corporation qualified under General Laws, Chapter 181, and any obligations
hereafter incurred by the surviving corporation, including the obligation
created by General Laws, Chapter 156B, Section 85, so long as any liability
remains outstanding against the corporation in the Commonwealth of Massachusetts
and it hereby irrevocably appoints the Secretary of the Commonwealth as its
agent to accept service of process in any action for the enforcement of any such
obligation, including taxes, in the same manner as provided in Chapter 181.

FOR MASSACHUSETTS CORPORATIONS

The undersigned Wayne S. Rachlen *Vice President and Wayne S. Rachlen*Assistant
Clerk of American Medical Response of Massachusetts, Inc., a corporation
organized under the laws of Massachusetts, further state under the penalties of
perjury that the agreement of *merger has been duly executed on behalf of such
corporation and duly approved in the manner required by General Laws, Chapter
156B, Section 85.


/s/ Wayne S. Rachlen                    *Vice President
- -------------------------------------
Wayne S. Rachlen


/s/ Wayne S. Rachlen                    *Assistant Clerk
- -------------------------------------
Wayne S. Rachlen


                                       13



FOR CORPORATIONS ORGANIZED IN A STATE OTHER THAN MASSACHUSETTS

The undersigned + Wayne S. Rachlen + of Ambulance Systems of America, Inc., a
corporation organized under the laws of Delaware, further state under the
penalties of perjury that the agreement of *merger has been duly adopted by such
corporation in the manner required by the laws of the State of Delaware.

*    Delete the inapplicable words.

+    Specify the officer having powers and duties corresponding to those of the
     president or vice president of a Massachusetts corporation organized under
     General Laws, Chapter 156B.

++   Specify the officer having powers and duties corresponding to the clerk or
     assistant clerk of such a Massachusetts corporation.


+    /s/ Wayne S. Rachlen
     -----------------------------------
     Wayne S. Rachlen


++   /s/ Wayne S. Rahclen
     -----------------------------------
     Wayne S. Rachlen


                                       14



                                    EXHIBIT A

                             Directors and Officers

I.   OFFICERS.



NAME                        RESIDENCE                 POST OFFICE ADDRESS
- ----                 ----------------------   ----------------------------------
                                        
President            Dominic J. Puopolo       204 Dedham Street
                                              Dover, MA 02030                N/A
Vice President       William George           2821 South Parker Road, #1000
                                              Aurora, CO 80014               N/A
Vice President       Wayne S. Rachlen         30 Michael Lane
                                              Stoughton, MA 02072            N/A
Treasurer            Dominic J. Puopolo       Same as above                  N/A
Clerk                Dominic J. Puopolo       Same as above                  N/A
Assistant Clerk      William George           Same as above                  N/A
Assistant Clerk      Wayne S. Rachlen         30 Michael Lane                N/A
                                              Stoughton, MA 02072


II.  DIRECTORS.



NAME                        RESIDENCE         POST OFFICE ADDRESS
- ----                 ----------------------   -------------------
                                        
Dominic J. Puopolo   Same as above            N/A
Paul M. Verrochi     90 North Main Street     N/A
                     Cohasset, MA 02025
Paul T. Shirley      2410 Empire Grade Road   N/A
                     Santa Cruz, CA 95060



                                       15



                                November 29, 1995

Office of the Massachusetts Secretary of State
One Ashburton Place
Boston, MA 02108

     American Medical Response, Inc., a Delaware corporation qualified to
transact business in Massachusetts is aware of and consents to Norfolk-Bristol
Ambulance Services, Inc., a Massachusetts corporation, amending its corporate
name to be and read as American Medical Response of Massachusetts, Inc.

                                        Sincerely,


                                        /s/ Dominic J. Puopolo
                                        ----------------------------------------
                                        Dominic J. Puopolo
                                        Vice President


                                       16



                                November 29, 1995

Office of the Massachusetts Secretary of State
One Ashburton Place
Boston, MA 02108

     American Medical Response of Connecticut, Incorporated, a Connecticut
corporation qualified to transact business in Massachusetts and currently doing
business in Massachusetts as American Medical Response of Massachusetts, Inc.,
is aware of and consents to Norfolk-Bristol Ambulance Services, Inc., a
Massachusetts corporation, amending its corporate name to be and read as
American Medical Response of Massachusetts, Inc.

                                        Sincerely,


                                        /s/ Dominic J. Puopolo
                                        ----------------------------------------
                                        Dominic J. Puopolo
                                        Vice President


                                       17



     That the Articles of Organization of this Corporation be amended by
changing the Article thereof numbered "First," so that, as amended said Article
shall be and read as follows:

          "The name of this Corporation is American Medical Response of
          Massachusetts, Inc."

The foregoing amendment will become effective when these articles of amendment
are filed in accordance with Chapter 156B, Section 6 of The General Laws unless
these articles specify, in accordance with the vote adopting the amendment, a
later effective date not more than thirty days after such filing, in which event
the amendment will become effective on such later date.

LATER EFFECTIVE DATE: Upon filing.

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereunto signed
our names this 29th day of November, in the year 1995.


/s/ Dominic J. Puopolo              , President and Clerk
- ------------------------------------
Dominic J. Puopolo


                                    , Clerk/Assistant Clerk
- ------------------------------------


                                       18



                        The Commonwealth of Massachusetts
                             William Francis Galvin
                          Secretary of the Commonwealth

                ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108
                              ARTICLES OF AMENDMENT
                     General Laws, Chapter 156B, Section 72

                                                          FEDERAL IDENTIFICATION
                                                          NO. 04-2574482

I, Dominic J. Puopolo, President and Clerk of

Norfolk-Bristol Ambulance Services, Inc.

                          (EXACT Name of Corporation)

located at: 67 Batterymarch Street, Boston, MA 02110

                     (MASSACHUSETTS Address of Corporation)

do hereby certify that these ARTICLES OF AMENDMENT affecting Articles NUMBERED:
I ______________________________________________________________________________
       (Number those articles 1, 2, 3, 4, 5 and/or 6 being amended hereby)

of the Articles of Organization were duly adopted at a meeting held on November
29, 1995, by vote of:

100 shares of Common                        out of 100 shares outstanding,
              type, class & series (if any)

_____________ shares of ___________________ out of ___ shares outstanding, and
                        type, class & series (if any)

_____________ shares of ___________________ out of ___ shares outstanding,
                        type, class & series (if any)

CROSS OUT      being at least a majority of each type, class or series
INAPPLICABLE   outstanding and entitled to vote thereon:
CLAUSE

(1)  For amendments adopted pursuant to Chapter 156B, Section 70.

(2)  For amendments adopted pursuant to Chapter 156B, Section 71.

Note: If the space provided under any Amendment or item on this form is
insufficient, additions shall be set forth on separate 8-1/2 x 11 sheets of
paper leaving a left-hand margin of at least 1 inch for binding. Additions to
more than one Amendment may be continued on a single sheet so long as each
Amendment requiring each such addition is clearly indicated.


                                       19



To CHANGE the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:

The total presently authorized is:

WITHOUT PAR VALUE STOCKS



TYPE        NUMBER OF SHARES
- ----        ----------------
         
COMMON
PREFERRED


WITH PAR VALUE STOCKS



TYPE        NUMBER OF SHARES   PAR VALUE
- ----        ----------------   ---------
                         
COMMON
PREFERRED


CHANGE the total authorized to:

WITHOUT PAR VALUE STOCKS



TYPE        NUMBER OF SHARES
- ----        ----------------
         
COMMON
PREFERRED


WITH PAR VALUE STOCKS



TYPE        NUMBER OF SHARES   PAR VALUE
- ----        ----------------   ---------
                         
COMMON
PREFERRED



                                       20



The Commonwealth of Massachusetts

                                      ONE ASHBURTON PLACE FEDERAL IDENTIFICATION
                                                 BOSTON, MA 02108 NO. 04-2574482

                               ARTICLES OF MERGER*
               PURSUANT TO GENERAL LAWS, CHAPTER 156B, SECTION 78

       The fee for filing this certificate is prescribed by General Laws,
                           Chapter 156B, Section 114.
            Make checks payable to the Commonwealth of Massachusetts.

                                     * * * *

MERGER* OF                             Worcester Himmer Ambulance Services, Inc.
                                       Norfolk-Bristol Ambulance Services, Inc.
                                       the constituent corporations
                                  into Norfolk-Bristol Ambulance Services, Inc.

one of the constituent corporations*.

     The undersigned officers of each of the constituent corporations certify
under the penalties of perjury as follows:

     1. An agreement of merger* has been duly adopted in compliance with the
requirements of subsections (b) and (c) of General Laws, Chapter 156B, Section
78, and will be kept as provided by subsection (d) thereof. The surviving*
corporation will furnish a copy of said agreement to any of its stockholders, or
to any person who was a stockholder of any constituent corporation, upon written
request and without charge.

     2. The effective date of the merger* determined pursuant to the agreement
referred to in paragraph 1 shall be November 30, 1995.

     3. (For a merger)

          **   The following amendments to the articles of organization of the
               SURVIVING corporation have been affected pursuant to the
               agreement of merger referred to in paragraph 1:

                  None

*    Delete the inapplicable words.

**   If there are no provisions state "NONE."

NOTE: If the space provided under article 3 is insufficient, additions shall be
     set forth on separate 8-1/2 x 11 inch sheets of paper, leaving a left hand
     margin of at least 1 inch for binding. Additions to more than one article
     may be continued on a single sheet so long as each article requiring each
     such addition is clearly indicated.


                                       21



     (For a consolidation)
     (a) The purposes of the RESULTING corporation are as follows:

            N/A

     (b) The total number of shares and the par value, if any, of each class of
stock which the resulting corporation is authorized is as follows:

            N/A



              CLASS OF STOCK
            WITHOUT PAR VALUE              WITH PAR VALUE
            -----------------   -------------------------------------
             NUMBER OF SHARES   NUMBER OF SHARES   PAR VALUE   AMOUNT
             ----------------   ----------------   ---------   ------
                                                   
Preferred                                                      $
Common


     **(c) If more than one class is authorized, a description of each of the
different classes of stock with, if any, the preferences, voting powers,
qualifications, special or relative rights or privileges as to each class
thereof and any series now established.

            N/A

     **(d) Other lawful provisions, if any, for the conduct and regulation of
the business and affairs of the corporation, for its voluntary dissolution, for
restrictions upon the transfer of shares of stock of any class, or for limiting,
defining, or regulating the powers of the corporation, or of its directors or
stockholders, or of any class of stockholders:

            N/A

*    Delete the inapplicable words.

**   If there are no provisions state "NONE."

NOTE: If the space provided under article 3 is insufficient, additions shall be
     set forth on separate 8-1/2 x 11 inch sheets of paper, leaving a left hand
     margin of at least 1 inch for binding. Additions to more than one article
     may be continued on a single sheet so long as each article requiring each
     such addition is clearly indicated.


                                       22



                                    EXHIBIT A

                             Directors and Officers

I.   OFFICERS.



                                                     POST OFFICE
                   NAME              RESIDENCE         ADDRESS
            ------------------   -----------------   -----------
                                            
President   Dominic J. Puopolo   204 Dedham Street   N/A
                                 Dover, MA 02030
Treasurer   Dominic J. Puopolo   Same as above       N/A
Clerk       Dominic J. Puopolo   Same as above       N/A


II.  DIRECTORS.



NAME                        RESIDENCE         POST OFFICE ADDRESS
- ----                 ----------------------   -------------------
                                        
Dominic J. Puopolo   Same as above            N/A
Paul M. Verrochi     90 North Main Street     N/A
                     Cohasset, MA 02025
Paul T. Shirley      2410 Empire Grade Road   N/A
                     Santa Cruz, CA 95060



                                       23



     4. The following information shall not for any purpose be treated as a
permanent part of the articles of organization of the surviving* corporation.

     (a) The post office address of the initial principal office of the
surviving* corporation in Massachusetts is:

     67 Batterymarch Street, Boston, MA 02110

     (b) The name, residence and post office address of each of the initial
directors and President, Treasurer and Clerk of the surviving* corporation is as
follows:



Name               Residence          Post Office Address
- ----        -----------------------   -------------------
                                
President   See Attached Exhibit A.
Treasurer
Clerk
Directors


     (c) The date initially adopted on which the fiscal year of the surviving*
corporation ends is: December 31.

     (d) The date initially fixed in the by-laws for the Annual Meeting of
stockholders of the surviving* corporation is: Third Thursday in April of each
year.

     The undersigned officers of the several constituent corporations listed
above further state under the penalties of perjury as to their respective
corporations that the agreement of merger* referred to in paragraph 1 has been
duly examined on behalf of such corporation and duly approved by the
stockholders of such corporation in the manner required by General Laws, Chapter
156B, Section 78.


/s/ Dominic J. Puopolo
- --------------------------------------
Dominic J. Puopolo, President* and
Clerk of Worcester Himmer Ambulance
Services, Inc.
(name of constituent corporation)


/s/ Dominic J. Puopolo
- --------------------------------------
Dominic J. Puopolo, President* and
Clerk of Norfolk-Bristol Ambulance
Services, Inc.
(name of constituent corporation)


                                       24



The Commonwealth of Massachusetts

                                                          FEDERAL IDENTIFICATION
                                                          NO. 04-2803727
                                                          FEDERAL IDENTIFICATION
                                                          NO. 04-2574482

                               ONE ASHBURTON PLACE
                                BOSTON, MA 02108
                               ARTICLES OF MERGER*
               PURSUANT TO GENERAL LAWS, CHAPTER 156B, SECTION 78

   The fee for filing this certificate is prescribed by General Laws, Chapter
                               156B, Section 114.

            Make checks payable to the Commonwealth of Massachusetts.

                                     * * * *

MERGER* OF                              Charter Ambulance Services, Inc.
                                        Norfolk-Bristol Ambulance Services, Inc.
                                        the constituent corporations
                                   into Norfolk-Bristol Ambulance Services, Inc.

one of the constituent corporations*.

     The undersigned officers of each of the constituent corporations certify
under the penalties of perjury as follows:

     1. An agreement of merger* has been duly adopted in compliance with the
requirements of subsections (b) and (c) of General Laws, Chapter 156B, Section
78, and will be kept as provided by subsection (d) thereof. The surviving*
corporation will furnish a copy of said agreement to any of its stockholders, or
to any person who was a stockholder of any constituent corporation, upon written
request and without charge.

     2. The effective date of the merger* determined pursuant to the agreement
referred to in paragraph 1 shall be November 30, 1995.

     3. (For a merger)

          **   The following amendments to the articles of organization of the
               SURVIVING corporation have been affected pursuant to the
               agreement of merger referred to in paragraph 1:

                  None

*    Delete the inapplicable words.

**   If there are no provisions state "NONE."

NOTE: If the space provided under article 3 is insufficient, additions shall be
     set forth on separate 8-1/2 x 11 inch sheets of paper, leaving a left hand
     margin of at least 1 inch for binding. Additions to more than one article
     may be continued on a single sheet so long as each article requiring each
     such addition is clearly indicated.


                                       25



     (For a consolidation)

     (a) The purposes of the RESULTING corporation are as follows:

            N/A

     (b) The total number of shares and the par value, if any, of each class of
stock which the resulting corporation is authorized is as follows:

            N/A



              CLASS OF STOCK
            WITHOUT PAR VALUE              WITH PAR VALUE
            -----------------   -------------------------------------
             NUMBER OF SHARES   NUMBER OF SHARES   PAR VALUE   AMOUNT
             ----------------   ----------------   ---------   ------
                                                   
Preferred                                                      $
Common


     **(c) If more than one class is authorized, a description of each of the
different classes of stock with, if any, the preferences, voting powers,
qualifications, special or relative rights or privileges as to each class
thereof and any series now established.

            N/A

     **(d) Other lawful provisions, if any, for the conduct and regulation of
the business and affairs of the corporation, for its voluntary dissolution, for
restrictions upon the transfer of shares of stock of any class, or for limiting,
defining, or regulating the powers of the corporation, or of its directors or
stockholders, or of any class of stockholders:

            N/A

*    Delete the inapplicable words.

**   If there are no provisions state "NONE."

NOTE: If the space provided under article 3 is insufficient, additions shall be
     set forth on separate 8-1/2 x 11 inch sheets of paper, leaving a left hand
     margin of at least 1 inch for binding. Additions to more than one article
     may be continued on a single sheet so long as each article requiring each
     such addition is clearly indicated.


                                       26



                                    EXHIBIT A

                             Directors and Officers

I.   OFFICERS.



                                                     POST OFFICE
                   NAME              RESIDENCE          ADDRESS
            ------------------   -----------------   -----------
                                            
President   Dominic J. Puopolo   204 Dedham Street   N/A
                                 Dover, MA 02030
Treasurer   Dominic J. Puopolo   Same as above       N/A
Clerk       Dominic J. Puopolo   Same as above       N/A


II.  DIRECTORS.



NAME                        RESIDENCE         POST OFFICE ADDRESS
- ----                 ----------------------   -------------------
                                        
Dominic J. Puopolo   Same as above            N/A
Paul M. Verrochi     90 North Main Street     N/A
                     Cohasset, MA 02025
Paul T. Shirley      2410 Empire Grade Road   N/A
                     Santa Cruz, CA 95060



                                       27



     4. The following information shall not for any purpose be treated as a
permanent part of the articles of organization of the surviving* corporation.

     (a) The post office address of the initial principal office of the
surviving* corporation in Massachusetts is:

     67 Batterymarch Street, Boston, MA 02110

     (b) The name, residence and post office address of each of the initial
directors and President, Treasurer and Clerk of the surviving* corporation is as
follows:



Name        Residence                 Post Office Address
- ----        ---------                 -------------------
                                
President   See Attached Exhibit A.
Treasurer
Clerk
Directors


     (c) The date initially adopted on which the fiscal year of the surviving*
corporation ends is: December 31.

     (d) The date initially fixed in the by-laws for the Annual Meeting of
stockholders of the surviving* corporation is: Third Thursday in April of each
year.

     The undersigned officers of the several constituent corporations listed
above further state under the penalties of perjury as to their respective
corporations that the agreement of merger* referred to in paragraph 1 has been
duly examined on behalf of such corporation and duly approved by the
stockholders of such corporation in the manner required by General Laws, Chapter
156B, Section 78.


/s/ Dominic J. Puopolo
- -----------------------------------
Dominic J. Puopolo, President* and Clerk* of Chaulk Ambulance Services, Inc.
(name of constituent corporation)


/s/ Dominic J. Puopolo
- -----------------------------------
Dominic J. Puopolo, President* and Clerk* of Norfolk-Bristol Ambulance Services,
Inc. (name of constituent corporation)


                                       28



The Commonwealth of Massachusetts   Federal Identification
WILLIAM FRANCIS GALVIN              No. 04-2317876
Secretary of the Commonwealth
ONE ASHBURTON PLACE                 Federal Identification
BOSTON, MASS. 02108                 No. 04-2574482

ARTICLES OF MERGER*
PURSUANT TO GENERAL LAWS, CHAPTER I56B, SECTION 78

The fee for filing this certificate is prescribed by General Laws, Chapter 156B.
Section 114. Make checks payable to the Commonwealth of Massachusetts.

* * * *

MERGER* OF          Chaulk Ambulance Services, Inc.
                    Norfolk-Bristol Ambulance Services, Inc.
                       the constituent corporations
               into Norfolk-Bristol Ambulance Services, Inc.

one of the constituent corporations*.

     The undersigned officers of each of the constituent corporations certify
under the penalties of perjury as follows:

     1. An agreement of merger* has been duly adopted in compliance with the
requirements of subsections (b) and (c) of General Laws, Chapter 156B, Section
78, and will be kept as provided by subsection (d) thereof. The surviving*
corporation will furnish a copy of said agreement to any of its stockholders, or
to any person who was a stockholder of any constituent corporation, upon written
request and without charge.

     2. The effective date of merger* determined pursuant to the agreement
referred to in paragraph 1 shall be November 30, 1995.

     3. (For a merger)

     **   The following amendments to the articles of organization of the
          SURVIVING corporation have been affected pursuant to the agreement of
          merger referred to in paragraph 1:

               None

*    Delete the inapplicable words.

**   If there are no provisions state "NONE."

NOTE: If the space provided under article 3 is insufficient, additions shall be
     set forth on separate 8 1/2 x 11 inch sheets of paper, leavings left hand
     margin of at least 1 inch for binding. Additions to more than one article
     may be continued on a single sheet so long as each article requiring each
     such addition is clearly indicated.


                                       29



     (For a consolidation)

     (a) The purposes of the RESULTING corporation are as follows:

   N/A

     (b) The total number of shares and the par value, if any, of each class of
stock which the resulting corporation is authorized is as follows:

   N/A



                                                 WITH PAR VALUE
                 WITHOUT PAR VALUE   -------------------------------------
CLASS OF STOCK    NUMBER OF SHARES   NUMBER OF SHARES   PAR VALUE   AMOUNT
- --------------    ----------------   ----------------   ---------   ------
                                                        
Preferred
Common


     **(c) If more than one class is authorized, a description of each of the
different classes of stock with, if any, the preferences, voting powers,
qualifications, special or relative rights or privileges as to each class
thereof and any series now established.

               N/A

     **(d) Other lawful provisions, if any, for the conduct and regulation of
the business and affairs of the corporation, for its voluntary dissolution, for
restrictions upon the transfer of shares of stock of any class, or for limiting,
defining, or regulating the powers of the corporation, or of its directors or
stockholders, or of any class of stockholders:

               N/A

*    Delete the inapplicable words.

**   If there are no provisions state "NONE."

NOTE: If the space provided under article 3 is insufficient, additions shall be
     set forth on separate 8-1/2 x 11 inch sheets of paper, leaving a left hand
     margin of at least 1 inch for binding. Additions to more than one article
     may be continued on a single sheet so long as each article requiring each
     such addition is clearly indicated.


                                       30



                                    EXHIBIT A

                             Directors and Officers

I.   OFFICERS.



                                                     POST OFFICE
            NAME                 RESIDENCE           ADDRESS
            ----                 ---------           -----------
                                            
President   Dominic J. Puopolo   204 Dedham Street   N/A
                                 Dover, MA 02030
Treasurer   Dominic J. Puopolo   Same as above       N/A
Clerk       Dominic J. Puopolo   Same as above       N/A


II.  DIRECTORS.



NAME                 RESIDENCE                POST OFFICE ADDRESS
- ----                 ---------                -------------------
                                        
Dominic J. Puopolo   Same as above            N/A
Paul M. Verrochi     90 North Main Street     N/A
                     Cohasset, MA 02025
Paul T. Shirley      2410 Empire Grade Road   N/A
                     Santa Cruz, CA 95060



                                       31



     4. The following information shall not for any purpose be treated as a
permanent part of the articles of organization of the surviving* corporation.

     (a) The post office address of the initial principal office of the
surviving* corporation in Massachusetts is:

     67 Batterymarch Street, Boston, MA 02110

     (b) The name, residence and post office address of each of the initial
directors and President, Treasurer and Clerk of the surviving* corporation is as
follows:



Name        Residence                 Post Office Address
- ----        ---------                 -------------------
                                
President   See Attached Exhibit A.
Treasurer
Clerk
Directors


     (c) The date initially adopted on which the fiscal year of the surviving*
corporation ends is: December 31.

     (d) The date initially fixed in the by-laws for the Annual Meeting of
stockholders of the surviving* corporation is: Third Thursday in April of each
year.

     The undersigned officers of the several constituent corporations listed
above further state under the penalties of perjury as to their respective
corporations that the agreement of merger* referred to in paragraph 1 has been
duly examined on behalf of such corporation and duly approved by the
stockholders of such corporation in the manner required by General Laws, Chapter
156B, Section 78.


/s/ Dominic J. Puopolo
- -------------------------------------
Dominic J. Puopolo, President* and Clerk* of Chaulk Ambulance Services, Inc.
(name of constituent corporation)


/s/ Dominic J. Puopolo
- -------------------------------------
Dominic J. Puopolo, President* and Clerk* of Norfolk-Bristol Ambulance Services,
Inc.(name of constituent corporation)


                                       32



                        The Commonwealth of Massachusetts
                             William Francis Galvin
                          Secretary of the Commonwealth
                              Corporations Division
                   One Ashburton Place, Boston, MA 02108-1512

                                   ARTICLES OF
                  MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
               PURSUANT TO GENERAL LAWS, CHAPTER 156B, SECTION 82

       The fee for filing this certificate is prescribed by General Laws,
        Chapter 156B, Section 114. Make check payable to the Commonwealth
                               of Massachusetts.

                                     * * * *

We Robert J. Zammitto, Jr. President* and Clerk* of NORFOLK-BRISTOL AMBULANCE
SERVICES, INC.
                              name of corporation

organized under the laws of Massachusetts and herein called the parent
corporation, do hereby certify as follows:

     1. That the subsidiary corporation(s) to be merged into the parent
corporations are/ is as follows:



                     State of        Date of
Name                 Organization    Organization
- ----                 -------------   ------------
                               
PV Leasing Corp.     Massachusetts   05/06/91
RPCV Leasing Corp.   Massachusetts   05/06/91


     2. That the parent corporation owns at least ninety per cent of the
outstanding shares of each class of the stock of each subsidiary corporation to
be merged into the parent corporation.

     3. That in the case of each of the above-named corporations the laws of the
state of its organization, if other than Massachusetts, permit the merger herein
provided for and that all action requited under the laws of each such state in
connection with this merger has been duly taken. (If all the corporations are
organized under the laws of Massachusetts and if General Laws, Chapter 156B is
applicable to them, then Paragraph 3 may be deleted.)

*Delete the inapplicable words. In case the parent corporation is organized
under the laws of a state other than Massachusetts these articles are to be
signed by officers having corresponding powers and duties.


                                       33



     4. That at a meeting of the directors of the parent corporation, the
following vote, pursuant to subsection (a) of General Laws, Chapter 156B,
Section 82, was duly adopted:

                          SEE EXHIBIT A ATTACHED HERETO

NOTE: Votes for which the space provided is not sufficient should be set out on
     continuation sheets to be numbered 2A, 2B, etc. Continuation sheets must
     have a left-hand margin 1 inch wide for binding. Only one side should be
     used.


                                       34



                                    EXHIBIT A
                                       TO
                               ARTICLES OF MERGER
                                       OF
                    NORFOLK-BRISTOL AMBULANCE SERVICES, INC.

          RESOLVED: That this Corporation be merged with its wholly-owned
                    subsidiaries, PV Leasing Corp. ("PV"), a Massachusetts
                    corporation and RPCV Leasing Corp.("RPCV"), a
                    Massachusetts corporation, pursuant to and on terms
                    substantially as set forth in the Agreement of Merger
                    (the "Merger Agreement") among this Corporation, PV and
                    RPCV, attached hereto as Exhibit A;

          FURTHER
          RESOLVED: That the Merger Agreement and the transactions
                    contemplated thereby are hereby authorized, approved
                    and adopted in all respects;

     5. The effective date of the merger as specified in the vote set out under
Paragraph 4 is

     IN WITNESS WHEREOF and under the penalties of perjury we have hereto signed
our names this 4th day of August, 1995.


                                        /s/ Robert J. Zammitto, Jr. President *
                                        -----------------------
                                        Robert J. Zammitto, Jr.


                                        /s/ Robert J. Zammitto, Jr. Clerk *
                                        -----------------------

*    Delete the inapplicable words. In case the parent corporation is organized
     under the laws of a state other than Massachusetts these articles are to be
     signed by officers having corresponding powers and duties.


                                       35



                        The Commonwealth of Massachusetts

                             William Francis Galvin
                          Secretary of the Commonwealth

                ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108
                              ARTICLES OF AMENDMENT
                     General Laws, Chapter 156B, Section 72

          We Robert J. Zammitto, Jr., President and
             Robert J. Zammitto, Sr. Clerk of
                            ZAM-CUL ENTERPRISES, INC.
                           (EXACT Name of Corporation)
          located at: 41 Cocasset Street, Foxboro, MA 02035
                      (MASSACHUSETTS Address of Corporation)
          do hereby certify that these ARTICLES OF AMENDMENT affecting Articles
          NUMBERED

               (Number those articles 1, 2, 3, 4, 5 and/or 6 being amended
          hereby) of the Articles of Organization were duly adopted by unanimous
          Consent dated July 14 1995 by vote of:

          100 shares of Common out of 100 shares outstanding,
          ___ shares of ______ out of ___ shares outstanding, and
          ___ shares of ______ out of ___ shares outstanding.

          CROSS OUT being at least a majority of each type, class or series
          INAPPLI-  outstanding and entitled to vote thereon;
          CABLE     being at least two-thirds of each type, class or series
          CLAUSE    outstanding and entitled to vote thereon and of each type,

               class or series of stock whose rights are adversely affected
               thereby:

          RESOLVED: That the Articles of Organization be and they hereby are
                    amended to change the name of the Corporation from ZAM-CUL
                    ENTERPRISES, INC. to NORFOLK-BRISTOL AMBULANCE SERVICES,
                    INC. and that the President and the Clerk be and they hereby
                    are authorizer and empowered, acting in the name and on
                    behalf of this Corporation to execute and file Articles of
                    Amendment to the Articles of Organization with the Secretary
                    of State of the Commonwealth of Massachusetts and that the
                    foregoing amendment take effect when so filed.


                                       36



C
P      (1)  For amendments adopted pursuant to Chapter 156B, Section 70.
M      (2)  For amendments adopted pursuant to Chapter 1568, Section 71.
R.A.   Note. If the space provided under any Amendment or item on this form is
            insufficient, additions shall be set forth on separate 8 1/2 x 11
            sheets of paper leaving a left-hand margin of at least 1 inch for
            binding. Additions to more than one Amendment may be continued on a
            single sheet so long as each Amendment requiring each such addition
            is clearly indicated


                                       37



The foregoing amendment will become effective when these articles of amendment
are filed in accordance with Chapter 156B, Section 6 of The General Laws unless
these articles specify, in accordance with the vote adopting the amendment, a
later effective date not more than thirty days after such filing, in which event
the amendment will become effective on such later date. LATER EFFECTIVE DATE:

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereunto signed
our names this 14th day of July, in the year 1995.


/s/ Robert J. Zammitto, Jr. President
- -----------------------
Robert J. Zammitto, Jr.


/s/ Steven Prelack Assistant Clerk
- ------------------
Steven Prelack


                                       38



                        The Commonwealth of Massachusetts
                                   PAUL GUZZI
                          Secretary of the Commonwealth
                                   STATE HOUSE
                               BOSTON, MASS. 02133
                            ARTICLES OF ORGANIZATION
                              (Under G.L. Ch. 156B)
                                  Incorporators



NAME                                            POST OFFICE ADDRESS
- ----                                            -------------------
                                             
Include given name in full in case of natural
persons; in case of a corporation, give state
of incorporation.

SUSAN E. CULBERT                                590 Elm Street, Mansfield, Mass.


     The above-named incorporator(s) do hereby associate (themselves) with the
intention of forming a corporation under the provisions of General Laws, Chapter
156B and hereby state(s):

1.   The name by which the corporation shall be known is:

                            ZAM-CUL ENTERPRISES, INC.

2.   The purposes for which the corporation is formed are as follows:

See page 1A and 1B

NOTE: If provisions for which the space provided under Articles 2, 4, 5 and 6 is
not sufficient, additions should be set out on continuation sheets to be
numbered 2A, 2B, etc. Indicate under each Article where the provision is set
out. Continuation sheets shall be on 8 1/2" x 11" paper and must have a
left-hand margin 1 inch wide for binding. Only one side should be used.


                                       39



3.   The total number of shares and the par value, if any, of each class of
     stock which the corporation is authorized is as follows:



                                            WITH PAR VALUE
                 WITHOUT PAR VALUE   -------------------------------------
CLASS OF STOCK    NUMBER OF SHARES   NUMBER OF SHARES   PAR VALUE   AMOUNT
- --------------    ----------------   ----------------   ---------   ------
                                                        
Preferred               None               None                     $
Common                  7500               None


*4.  If more than one class is authorized, a description of each of the
     different classes of stock with, if any, the preferences, voting powers,
     qualifications. special or relative rights or privileges as to each class
     thereof and any series now established:

               NONE

*5.  The restrictions, if any, imposed by the Articles of Organization upon the
     transfer of shares of stock of any class are as follows:

               See page 2A

*6.  Other lawful provisions, if any, for the conduct and regulation of the
     business and affairs of the corporation, for its voluntary dissolution, or
     for limiting, defining, or regulating the powers of the corporation, or of
     its directors or stockholders, or of any class of stockholders:

Meetings of the Stockholders of the corporation may be held anywhere in the
United States.

Shares of stock to be issued shall be issued in accordance with a plan adopted
under Section 1244 of the Internal Revenue Code of 1954, as amended.

*If there are no provisions state "None".


                                       40



                                       1A

     To organize, maintain and operate for hire a general livery service for the
purpose of transporting persons, baggage, merchandise and freight of every
description by means of automobiles, limousines, ambulances, and vehicles of
every kind, however propelled; to do generally all and every other thing
necessary and incident to the enjoyment of the powers and privileges herein
granted.

     To apply for, purchase or in any manner to acquire, outright or by way of
lease, license or otherwise, patents, trade-marks, copyrights, secret processes,
inventions, formulae, and improvements of any and every nature which may be
necessary convenient, incidental or advantageous to the Corporation or for
effecting any of its purposes; and to grant or license the same to others.

     To construct, lease, purchase or otherwise acquire real estate and personal
property of any nature, or any interest therein, without limit as to amount or
value, reasonably necessary or convenient for effecting or furthering any or all
of the purposes and powers of the Corporation. To purchase, lease or otherwise
acquire, in whole or in part, as a going concern or otherwise, the business,
good-will, rights, franchises, stocks, bonds, or other securities issued by and
the property of every kind, and assume the whole or any part of the liabilities
of, any person, firm association or Corporation engaged in or authorized to
conduct any business identical with or similar to any business authorized to be
conducted by this Corporation or owning property necessary or suitable for its
purposes, and to exercise all powers necessary or incidental to the conduct of
such business. To hold, own use, manage, operate, improve, lease, license,
mortgage. sell, dispose of or otherwise turn to account or deal with all or any
part of the property of the Corporation or any interest therein.

     Insofar as may be permitted by law, to borrow money or otherwise incur
indebtedness or liability for effecting any of its corporate purposes or powers;
to make, accept, indorse, execute and issue promissory notes, bills of exchange,
bonds, debentures or other obligations from time to time, for the purchase of
property, or for effecting any of its corporate purposes or powers; and, if
deemed proper, to secure the payment of any such obligations by mortgage,
pledge, deed of trust, or other hypothecation of any or all of the property of
the Corporation. Insofar as may be permitted by law, to purchase or otherwise
acquire shares of its capital stock or its bonds, debentures or other
obligations and to hold, reissue, resell, exchange, mortgage, pledge,
hypothecate, dispose of, cancel, retire or redeem the same; and to guarantee the
obligations of others.

     Insofar as may be permitted by law, to enter into, make, perform and carry
out contracts of any kind with, and to act as agent for, any person, firm,
association or corporation, whether private, public, quasi-public or municipal,
or body politic, whether foreign or domestic, and with and for any domestic or
foreign state or government or territory or colony thereof. To conduct its
business in all branches, and to exercise any and all of its powers so far as
permitted by law, in the Commonwealth of Massachusetts, and in any other
commonwealth or state in or of the United States, and in any Territory,
district, dependency, colony or possession thereof, and in any foreign country,
and to maintain offices and agencies in any part of the world, either within or
without the Commonwealth of Massachusetts.


                                       41



                                       1B

     In furtherance and not in limitation of these purposes and powers, to do
any and all things and exercise any and all powers necessary, convenient or
advisable to accomplish one or more of the purposes of the Corporation, or which
shall at any time appear to be for the benefit of the Corporation in connection
therewith, which may now or hereafter be lawful for the Corporation to do or
exercise under and in pursuance of the laws of the Commonwealth of
Massachusetts.


                                       42



                                       2A

     Any holder of common no-par stock, including the heirs, executors or
administrators of a deceased stockholder, or any trustee officer having the
right to deal with said shares by operation of law, any holder of stock by
foreclosure of any pledge, hypothecation or security interest, desiring to sell,
dispose of or transfer any such stock owned by him or them, shall first offer
the same to this corporation, through its Board of Directors of his desire to
sell or transfer by notice in writing. The notice shall contain the name of the
proposed transferee, the price at which he is willing to sell or transfer the
same, and name of one arbitrator. The directors shall within thirty days
thereafter, either accept the offer or by notice to him in writing name a second
arbitrator. These two arbitrators shall name a third within thirty days
thereafter. It shall then be the duty of the arbitrators to ascertain the value
of the stock, and if any arbitrator shall neglect or refuse to appear at any
meeting appointed by the third arbitrator, a majority may act in the absence of
such arbitrator.

     After the acceptance of the offer or the report of the arbitrators as to
the value of the stock, the directors shall have thirty days within which to
purchase the same at such valuation, but if at the expiration of thirty days,
the corporation shall not have exercised the right so to purchase, the owner of
the stock shall be at liberty to sell or transfer the same to the transferee
named in his notice.

     No shares of stock shall be sold or transferred on the books of the
corporation until these provisions have been complied with, but the Board of
Directors may in any particular instance waive the requirements.


                                       43



7.   By-laws of the corporation have been duly adopted and the initial
     directors, president, treasurer and clerk, whose names are set out below,
     have been duly elected.

8.   The effective date of organization of the corporation shall be the data of
     filing with the Secretary of the Commonwealth or if later date is desired,
     specify date, (not more than 30 days after date of filing.)

9.   The following information shall not for any purpose be treated as a
     permanent part of the Articles of Organization of the corporation.

     a.   The post office address of the initial principal office of the
          corporation in Massachusetts is:

          590 Elm Street, Mansfield, Mass. 02048
          (P. O. Box 371, Mansfield, Mass. 02048)

     b.   The name. residence, and post office address of each of the initial
          directors and following officers of the corporation are as follows:



             NAME                  RESIDENCE   POST OFFICE ADDRESS
             ----                  -------------------------------
                             
President:   ROBERT J. CULBERT     590 Elm Street, Mansfield, Mass. 02048
                                   (P. O. Box 371, Mansfield, Mass.)

Treasurer:   Robert J. Zammitto    17 Wayne Drive, Foxboro, Mass.

Clerk:       Valerie L. Zammitto   17 Wayne Drive, Foxboro, Mass.

Directors:   Robert J. Culbert     590 Elm Street, Mansfield, Maas. 01048
                                   (P. O. Box 371, Mansfield, Mass.)

             Susan E. Culbert      590 Elm Street, Mansfield, Mass. 02048
                                   (P. O. Box 371, Mansfield, Mass.)

             Robert J. Zammitto    17 Wayne Drive, Foxboro, Mass.

             Valerie L. Zammitto   17 Wayne Drive, Foxboro, Mass.


     c.   The date initially adopted on which the corporation's fiscal year ends
          is: March 31st

     d.   The date initially fixed in the by-laws for the annual meeting of
          stockholders of the corporation is: third Wednesday in October

     e.   The name and business address of the resident agent, if any, of the
          corporation is: NONE


                                       44



     IN WITNESS WHEREOF and under the penalties of perjury the above-named
INCORPORATOR(S) sign(s) these Articles of Organization this 25 day of August
1975.


                                        /s/ Susan E. Culbert
                                        ----------------------------------------
                                        SUSAN E. CULBERT

                                        ----------------------------------------

                                        ----------------------------------------

The signature of each incorporator which is not a natural person must be by an
individual who shall show the capacity in which he acts and by signing shall
represent under the penalties of perjury that he is duly authorized on its
behalf to sign these Articles of Organization.


                                       45

EX-3.49

                                                                    Exhibit 3.49

                                     BY-LAWS

                                       OF

                               THE SUBSIDIARIES OF

                         AMERICAN MEDICAL RESPONSE, INC.

                  Section 1. LAW, CERTIFICATE OF INCORPORATION
                                   AND BY-LAWS

     1.1. These by-laws are subject to the certificate of incorporation of the
corporation. In these by-laws, references to law, the certificate of
incorporation and by-laws mean the law, the provisions of the certificate of
incorporation and the by-laws as from time to time in effect.

                             Section 2. STOCKHOLDERS

     2.1. Annual Meeting. The annual meeting of stockholders shall be held at
10:00 am on the second Tuesday in May in each year, unless that day be a legal
holiday at the place where the meeting is to be held, in which case the meeting
shall be held at the same hour on the next succeeding day not a legal holiday,
or at such other date and time as shall be designated from time to time by the
board of directors and stated in the notice of the meeting, at which they shall
elect a board of directors and transact such other business as may be required
by law or these by-laws or as may properly come before the meeting.

     2.2. Special Meetings. A special meeting of the stockholders may be called
at any time by the chairman of the board, if any, the president or the board of
directors. A special meeting of the stockholders shall be called by the
secretary, or in the case of the death, absence, incapacity or refusal of the
secretary, by an assistant secretary or some other officer, upon application of
a majority of the directors. Any such application shall state the purpose or
purposes of the proposed meeting. Any such call shall state the place, date,
hour, and purposes of the meeting.

     2.3. Place of Meeting. All meetings of the stockholders for the election of
directors or for any other purpose shall be held at such place within or without
the state of incorporation as may be determined from time to time by the
chairman of the board, if any, the president or the board of directors. Any
adjourned session of any meeting of the stockholders shall be held at the place
designated in the vote of adjournment.

     2.4. Notice of Meetings. Except as otherwise provided by law, a written
notice of each meeting of stockholders stating the place, day and hour thereof
and, in the case of a special meeting, the purposes for which the meeting is
called, shall be given not less then ten nor more than sixty days before the
meeting, to each stockholder entitled to vote thereat, and to each stockholder
who, by law, by the certificate of incorporation or by these by-laws, is
entitled to notice, by leaving such notice with him or at his residence or usual
place of business, or by depositing it in the United States mail, postage
prepaid, and addressed to such stockholder at his address as it appears in the
records of the corporation. Such



notice shall be given by the secretary, or by an officer or person designated by
the board of directors, or in the case of a special meeting by the officer
calling the meeting. As to any adjourned session of any meeting of stockholders,
notice of the adjourned meeting need not be given if the time and place thereof
are announced at the meeting at which the adjournment was taken except that if
the adjournment is for more than thirty days or if after the adjournment a new
record date is set for the adjourned session, notice of any such adjourned
session of the meeting shall be given in the manner heretofore described. No
notice of any meeting of stockholders or any adjourned session thereof need be
given to a stockholder if a written waiver of notice, executed before or after
the meeting or such adjourned session by such stockholder, is filed with the
records of the meeting or if the stockholder attends such meeting without
objecting at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any meeting of the stockholders or any
adjourned session thereof need be specified in any written waiver of notice.

     2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as
to any matter shall consist of a majority of the votes entitled to be cast on
the matter, except where a larger quorum is required by law, by the certificate
of incorporation or by these by-laws. Any meeting may be adjourned from time to
time by a majority of the votes properly cast upon the question, whether or not
a quorum is present. If a quorum is present at an original meeting, a quorum
need not be present at an adjourned session of that meeting. Shares of its own
stock belonging to the corporation or to another corporation, if a majority of
the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the corporation, shall neither
be entitled to vote nor be counted for quorum purposes; provided, however, that
the foregoing shall not limit the right of any corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

     2.6. Action by Vote. When a quorum is present at any meeting, a plurality
of the votes properly cast for election to any office shall elect to such office
and a majority of the votes properly cast upon any question other than an
election to an office shall decide the question, except when a larger vote is
required by law, by the certificate of incorporation or by these by-laws. No
ballot shall be required for any election unless requested by a stockholder
present or represented at the meeting and entitled to vote in the election.

     2.7. Action without Meetings. Unless otherwise provided in the certificate
of incorporation, any action required or permitted to be taken by stockholders
for or in connection with any corporate action may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the corporation by
delivery to its registered office in the state of incorporation by hand or
certified or registered mail, return receipt requested, to its principal place
of business or to an officer or agent of the corporation having custody of the
book in which proceedings of meetings of stockholders are recorded. No written
consent shall be effective to take the corporate action referred to therein
unless written consents signed by a number of stockholders sufficient to take
such action are delivered to the corporation in the manner specified in this
paragraph within sixty days of the earliest dated consent so delivered.

     If action is taken by consent of stockholders and in accordance with the
foregoing, there shall be filed with the records of the meetings of stockholders
the writing or writings comprising such consent.


                                      -2-



     If action is taken by less than unanimous consent of stockholders, prompt
notice of the taking of such action without a meeting shall be given to those
who have not consented in writing and a certificate signed and attested to by
the secretary that such notice was given shall be filed with the records of the
meetings of stockholders.

     In the event that the action which is consented to is such as would have
required the filing of a certificate under any provision of the General
Corporation Law of the State of Delaware, if such action had been voted upon by
the stockholders at a meeting thereof, the certificate filed under such
provision shall state, in lieu of any statement required by such provision
concerning a vote of stockholders, that written consent has been given under
Section 228 of said General Corporation Law and that written notice has been
given as provided in such Section 228.

     2.8. Proxy Representation. Every stockholder may authorize another person
or persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether by waiving notice of any meeting, objecting to
or voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by his
attorney-in-fact. No proxy shall be voted or acted upon after three years from
its date unless such proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and, if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally. The authorization of a proxy may but need
not be limited to specified action, provided, however, that if a proxy limits
its authorization to a meeting or meetings of stockholders, unless otherwise
specifically provided such proxy shall entitle the holder thereof to vote at any
adjourned session but shall not be valid after the final adjournment thereof.

     2.9. Inspectors. The directors or the person presiding at the meeting may,
and shall if required by applicable law, appoint one or more inspectors of
election and any substitute inspectors to act at the meeting or any adjournment
thereof. Each inspector, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting, the inspectors shall make a report in
writing of any challenge, question or matter determined by them and execute a
certificate of any fact found by them.

     2.10. List of Stockholders. The secretary shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at such meeting, arranged in alphabetical order
and showing the address of each stockholder and the number of shares registered
in his name. The stock ledger shall be the only evidence as to who are
stockholders entitled to examine such list or to vote in person or by proxy at
such meeting.


                                      -3-



                          Section 3. BOARD OF DIRECTORS

     3.1. Number. The corporation shall have one or more directors, the number
shall be consistent with applicable law and shall be determined from time to
time by vote of a majority of the directors then in office. No director need be
a stockholder.

     3.2. Tenure. Each director shall hold office until the next annual meeting
and until his successor is elected and qualified, or until he sooner dies,
resigns, is removed or becomes disqualified.

     3.3. Powers. The business and affairs of the corporation shall be managed
by or under the direction of the board of directors who shall have and may
exercise all the powers of the corporation and do all such lawful acts and
things as are not by law, the certificate of incorporation or these by-laws
directed or required to be exercised or done by the stockholders.

     3.4. Vacancies. Vacancies and any newly created directorships resulting
from any increase in the number of directors may be filled by vote of the
holders of the particular class or series of stock entitled to elect such
director at a meeting called for the purpose, or by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director, in
each case elected by the particular class or series of stock entitled to elect
such directors. When one or more directors shall resign from the board,
effective at a future date, a majority of the directors then in office,
including those who have resigned, who were elected by the particular class or
series of stock entitled to elect such resigning director or directors shall
have power to fill such vacancy or vacancies, the vote or action by writing
thereon to take effect when such resignation or resignations shall become
effective. The directors shall have and may exercise all their powers
notwithstanding the existence of one or more vacancies in their number, subject
to any requirements of law or of the certificate of incorporation or of these
by-laws as to the number of directors required for a quorum or for any vote or
other actions.

     3.5. Committees. The board of directors may, by vote of a majority of the
whole board, (a) designate, change the membership of or terminate the existence
of any committee or committees, each committee to consist of one or more of the
directors; (b) designate one or more directors as alternate members of any such
committee who may replace any absent or disqualified member at any meeting of
the committee; and (c) determine the extent to which each such committee shall
have and may exercise the powers of the board of directors in the management of
the business and affairs of the corporation, including the power to authorize
the seal of the corporation to be affixed to all papers which require it and the
power and authority to declare dividends or to authorize the issuance of stock;
excepting, however, such powers which by law, by the certificate of
incorporation or by these by-laws they are prohibited from so delegating. In the
absence or disqualification of any member of such committee and his alternate,
if any, the member or members thereof present at any meeting and not
disqualified from voting, whether or not constituting a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in the
place of any such absent or disqualified member. Except as the board of
directors may otherwise determine, any committee may make rules for the conduct
of its business, but unless otherwise provided by the board or such rules, its
business shall be conducted as nearly as may be in the same manner as is
provided by these by-laws for the conduct of business by the board of directors.
Each committee shall keep regular minutes of its meetings and report the same to
the board of directors upon request.

     3.6. Regular Meetings. Regular meetings of the board of directors may be
held without call or notice at such places within or without the State of
Delaware and at such times as the board may from


                                      -4-



time to time determine, provided that notice of the first regular meeting
following any such determination shall be given to absent directors. A regular
meeting of the directors may be held without call or notice immediately after
and at the same place as the annual meeting of stockholders.

     3.7. Special Meetings. Special meetings of the board of directors may be
held at any time and at any place within or without the state of incorporation
designated in the notice of the meeting, when called by the chairman of the
board, if any, the president, or by one-third or more in number of the
directors, reasonable notice thereof being given to each director by the
secretary or by the chairman of the board, if any, the president or any one of
the directors calling the meeting.

     3.8. Notice. It shall be reasonable and sufficient notice to a director to
send notice by mail or overnight courier at least forty-eight hours or by
telegram at least twenty-four hours before the meeting addressed to him at his
usual or last known business or residence address or to give notice to him in
person or by telephone at least twenty-four hours before the meeting. Notice of
a meeting need not be given to any director if a written waiver of notice,
executed by him before or after the meeting, is filed with the records of the
meeting, or to any director who attends the meeting without protesting prior
thereto or at its commencement the lack of notice to him. Neither notice of a
meeting nor a waiver of a notice need specify the purposes of the meeting.

     3.9. Quorum. Except as may be otherwise provided by law, by the certificate
of incorporation or by these by-laws, at any meeting of the directors a majority
of the directors then in office shall constitute a quorum; a quorum shall not in
any case be less than one-third of the total number of directors constituting
the whole board. Any meeting may be adjourned from time to time by a majority of
the votes cast upon the question, whether or not a quorum is present, and the
meeting may be held as adjourned without further notice.

     3.10. Action by Vote. Except as may be otherwise provided by law, by the
certificate of incorporation or by these by-laws, when a quorum is present at
any meeting the vote of a majority of the directors present shall be the act of
the board of directors.

     3.11. Action Without a Meeting. Any action required or permitted to be
taken at any meeting of the board of directors or a committee thereof may be
taken without a meeting if all the members of the board or of such committee, as
the case may be, consent thereto in writing, and such writing or writings are
filed with the records of the meetings of the board or of such committee. Such
consent shall be treated for all purposes as the act of the board or of such
committee, as the case may be.

     3.12. Participation in Meetings by Conference Telephone. Members of the
board of directors, or any committee designated by such board, may participate
in a meeting of such board or committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other or by any other means permitted by law. Such
participation shall constitute presence in person at such meeting.

     3.13. Compensation. In the discretion of the board of directors, each
director may be paid such fees for his services as director and be reimbursed
for his reasonable expenses incurred in the performance of his duties as
director as the board of directors from time to time may determine. Nothing
contained in this section shall be construed to preclude any director from
serving the corporation in any other capacity and receiving reasonable
compensation therefor.

     3.14. Interested Directors and Officers.


                                      -5-



     (a) No contract or transaction between the corporation and one or more of
its directors or officers, or between the corporation and any other corporation,
partnership, association, or other organization in which one or more of the
corporation's directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the board or committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purpose, if:

          (1) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the board of directors
or the committee, and the board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or

          (2) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or

          (3) The contract or transaction is fair as to the corporation as of
the time it is authorized, approved or ratified, by the board of directors, a
committee thereof, or the stockholders.

     (b) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or of a committee
which authorizes the contract or transaction.

                         Section 4. OFFICERS AND AGENTS

     4.1. Enumeration; Qualification. The officers of the corporation shall be a
president, a treasurer, a secretary and such other officers, if any, as the
board of directors from time to time may in its discretion elect or appoint
including without limitation a chairman of the board, one or more vice
presidents and a controller. The corporation may also have such agents, if any,
as the board of directors from time to time may in its discretion choose. Any
officer may be but none need be a director or stockholder. Any two or more
offices may be held by the same person. Any officer may be required by the board
of directors to secure the faithful performance of his duties to the corporation
by giving bond in such amount and with sureties or otherwise as the board of
directors may determine.

     4.2. Powers. Subject to law, to the certificate of incorporation and to the
other provisions of these by-laws, each officer shall have, in addition to the
duties and powers herein set forth, such duties and powers as are commonly
incident to his office and such additional duties and powers as the board of
directors may from time to time designate.

     4.3. Election. The officers may be elected by the board of directors at
their first meeting following the annual meeting of the stockholders or at any
other time. At any time or from time to time the directors may delegate to any
officer their power to elect or appoint any other officer or any agents.

     4.4. Tenure. Each officer shall hold office until his respective successor
is chosen and qualified unless a shorter period shall have been specified by the
terms of his election or appointment, or in each case until he sooner dies,
resigns, is removed or becomes disqualified. Each agent shall retain his
authority at the pleasure of the directors, or the officer by whom he was
appointed or by the officer who then holds agent appointive power.


                                      -6-



     4.5. Chairman of the Board of Directors, President and Vice President. The
chairman of the board, if any, shall have such duties and powers as shall be
designated from time to time by the board of directors. Unless the board of
directors otherwise specifies, the chairman of the board, or if there is none
the chief executive officer, shall preside, or designate the person who shall
preside, at all meetings of the stockholders and of the board of directors.

     Unless the board of directors otherwise specifies, the president shall be
the chief executive officer and shall have direct charge of all business
operations of the corporation and, subject to the control of the directors,
shall have general charge and supervision of the business of the corporation.

     Any vice presidents shall have such duties and powers as shall be set forth
in these by-laws or as shall be designated from time to time by the board of
directors or by the president.

     4.6. Treasurer and Assistant Treasurers. Unless the board of directors
otherwise specifies, the treasurer shall be in charge of the corporation's funds
and valuable papers, and shall have such other duties and powers as may be
designated from time to time by the board of directors or by the president. If
no controller is elected, the treasurer shall, unless the board of directors
otherwise specifies, also have the duties and powers of the controller. Any
assistant treasurers shall have such duties and powers as shall be designated
from time to time by the board of directors, the president or the treasurer.

     4.7. Controller and Assistant Controllers. If a controller is elected, he
shall, unless the board of directors otherwise specifies, be in charge of its
books of account and accounting records, and of its accounting procedures. He
shall have such other duties and powers as may be designated from time to time
by the board of directors, the president or the treasurer. Any assistant
controller shall have such duties and powers as shall be designated from time to
time by the board of directors, the president, the treasurer or the controller.

     4.8. Secretary and Assistant Secretaries. The secretary shall record all
proceedings of the stockholders, of the board of directors and of committees of
the board of directors in a book or series of books to be kept therefor and
shall file therein all actions by written consent of stockholders or directors.
In the absence of the secretary from any meeting, an assistant secretary, or if
there be none or he is absent, a temporary secretary chosen at the meeting,
shall record the proceedings thereof. Unless a transfer agent has been appointed
the secretary shall keep or cause to be kept the stock and transfer records of
the corporation, which shall contain the names and record addresses of all
stockholders and the number of shares registered in the name of each
stockholder. He shall have such other duties and powers as may from time to time
be designated by the board of directors or the president. Any assistant
secretaries shall have such duties and powers as shall be designated from time
to time by the board of directors, the president or the secretary.


                                      -7-



                      Section 5. RESIGNATIONS AND REMOVALS

     5.1. Any director or officer may resign at any time by delivering his
resignation in writing to the chairman of the board, if any, the president, or
the secretary or to a meeting of the board of directors. Such resignation shall
be effective upon receipt unless specified to be effective at some other time,
and without in either case the necessity of its being accepted unless the
resignation shall so state. A director (including persons elected by
stockholders or directors to fill vacancies in the board) may be removed from
office with or without cause by the vote of the holders of a majority of the
issued and outstanding shares of the particular class or series entitled to vote
in the election of such director. The board of directors may at any time remove
any officer either with or without cause. The board of directors may at any time
terminate or modify the authority of any agent.

                              Section 6. VACANCIES

     6.1. If the office of the president or the treasurer or the secretary
becomes vacant, the directors may elect a successor by vote of a majority of the
directors then in office. If the office of any other officer becomes vacant, any
person or body empowered to elect or appoint that officer may choose a
successor. Each such successor shall hold office for the unexpired term, and in
the case of the president, the treasurer and the secretary until his successor
is chosen and qualified or in each case until he sooner dies, resigns, is
removed or becomes disqualified. Any vacancy of a directorship shall be filled
as specified in Section 3.4 of these by-laws.

                            Section 7. CAPITAL STOCK

     7.1. Stock Certificates. Each stockholder shall be entitled to a
certificate stating the number and the class and the designation of the series,
if any, of the shares held by him, in such form as shall, in conformity to law,
the certificate of incorporation and the by-laws, be prescribed from time to
time by the board of directors. Such certificate shall be signed by the chairman
or vice chairman of the board, or the president or a vice president and by the
treasurer or an assistant treasurer or by the secretary or an assistant
secretary. Any of or all the signatures on the certificate may be a facsimile.
In case an officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed on such certificate shall have ceased to be
such officer, transfer agent, or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such
officer, transfer agent, or registrar at the time of its issue.

     7.2. Loss of Certificates. In the case of the alleged theft, loss,
destruction or mutilation of a certificate of stock, a duplicate certificate may
be issued in place thereof, upon such terms, including receipt of a bond
sufficient to indemnify the corporation against any claim on account thereof, as
the board of directors may prescribe.

                     Section 8. TRANSFER OF SHARES OF STOCK

     8.1. Transfer on Books. Subject to the restrictions, if any, stated or
noted on the stock certificate, shares of stock may be transferred on the books
of the corporation by the surrender to the corporation or its transfer agent of
the certificate therefor properly endorsed or accompanied by a written
assignment and power of attorney properly executed, with necessary transfer
stamps affixed, and with such proof of the authenticity of signature as the
board of directors or the transfer agent of the corporation may reasonably
require. Except as may be otherwise required by law, by the certificate of


                                      -8-



incorporation or by these by-laws, the corporation shall be entitled to treat
the record holder of stock as shown on its books as the owner of such stock for
all purposes, including the payment of dividends and the right to receive notice
and to vote or to give any consent with respect thereto and to be held liable
for such calls and assessments, if any, as may lawfully be made thereon,
regardless of any transfer, pledge or other disposition of such stock until the
shares have been properly transferred on the books of the corporation.

     It shall be the duty of each stockholder to notify the corporation of his
post office address.

     8.2. Record Date. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the board of directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the board of directors, and which record date shall
not be more than sixty nor less than ten days before the date of such meeting.
If no such record date is fixed by the board of directors, the record date for
determining the stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the board of directors may fix a new record date for the adjourned meeting.

     In order that the corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the board of directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the board of directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the board of directors. If no
such record date has been fixed by the board of directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the board of directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation by delivery to its registered office in the state of incorporation
hand or certified or registered mail, return receipt requested, to its principal
place of business or to an officer or agent of the corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. If no
record date has been fixed by the board of directors and prior action by the
board of directors is required by applicable law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
board of directors adopts the resolution taking such prior action.

     In order that the corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or to exercise any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the board of directors may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be not
more than sixty days prior to such payment, exercise or other action. If no such
record date is fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.

                            Section 9. CORPORATE SEAL


                                      -9-



     9.1. Subject to alteration by the directors, the seal of the corporation
shall consist of a flat-faced circular die with the word "Delaware" and the name
of the corporation cut or engraved thereon, together with such other words,
dates or images as may be approved from time to time by the directors.

                         Section 10. EXECUTION OF PAPERS

     10.1. Except as the board of directors may generally or in particular cases
authorize the execution thereof in some other manner, all deeds, leases,
transfers, contracts, bonds, notes, checks, drafts or other obligations made,
accepted or endorsed by the corporation shall be signed by the chairman of the
board, if any, the president, a vice president or the treasurer.

                             Section 11. FISCAL YEAR

     11.1. The fiscal year of the corporation shall end on the 31st of December.

                             Section 12. AMENDMENTS

     12.1. These by-laws may be adopted, amended or repealed by vote of a
majority of the directors then in office or by vote of a majority of the stock
outstanding and entitled to vote. Any by-law, whether adopted, amended or
repealed by the stockholders or directors, may be amended or reinstated by the
stockholders or the directors.


                                      -10-

EX-3.50

                                                                    Exhibit 3.50

                          CERTIFICATE OF INCORPORATION

                                       of

                              HTC ACQUISITION, INC.

     1. The name of this corporation is HTC Acquisition, Inc.

     2. The registered office of this corporation in the State of Delaware is
located at 1013 Centre Road, in the City of Wilmington, County of New Castle.
The name of its registered agent at such address is Corporation Service Company.

     3. The purpose of this corporation is to engage in any lawful act or
activity for which corporations may be organised under the General Corporation
Law of the State of Delaware.

     4. The total number of shares of stock that this corporation shall have
authority to issue is 3,000 shares of Common Stock, $.0l par value per share.
Each share of Common Stock shall be entitled to one vote.

     5. The name and mailing address of the incorporator is: Linda S. Day, One
International Place, Boston, MA 02110-2624.

     6. Except as provided to the contrary in the provisions establishing a
class or series of stock, the amount of the authorized stock of this corporation
of any class or classes may be increased or decreased by the affirmative vote of
the holders of a majority of the stock of this corporation entitled to vote.

     7. The election of directors need not be by ballot unless the by-laws shall
so require.

     8. In furtherance and not in limitation of the power conferred upon the
board of directors by law, the board of directors shall have power to make,
adopt, alter, amend and repeal from time to time by-laws of this corporation,
subject to the right of the stockholders entitled to vote with respect thereto
to alter and repeal by-laws made by the board of directors.

     9. A director of this corporation shall not be liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent that exculpation from liability is not permitted
under the General Corporation Law of the State of Delaware as in effect at the
time such liability is determined. No amendment or repeal of this paragraph 9
shall apply to or have any effect on the liability or alleged liability of any
director of the corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal.



     10. This corporation shall, to the maximum extent permitted from time to
time under the law of the State of Delaware, indemnify and upon request shall
advance expanses to any parson who is or was a party or is threatened to be made
a party to any threatened, pending or completed action, suit, proceeding or
claim, whether civil, criminal, administrative or investigative, by reason of
the fact that such person is or was or has agreed to be a director or officer of
this corporation or while a director or officer is or was serving at the request
of this corporation as a director, officer, partner, trustee, employee or agent
of any corporation, partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, against expenses
(including attorney's fees and expenses), judgments, fines, penalties and
amounts paid in settlement incurred in connection with the investigation,
preparation to defend or defense of such action, suit, proceeding or claim;
provided, however, that the foregoing shall not require this corporation to
indemnify or advance expenses to any person in connection with any action, suit,
proceeding, claim or counterclaim initiated by or on behalf of such person. Such
indemnification shall not be exclusive of other indemnification rights arising
under any by-law, agreement, vote of directors or stockholders or otherwise and
shall inure to the benefit of the heirs and legal representatives of such
person. Any person seeking indemnification under this paragraph 10 shall be
deemed to have met the standard of conduct required for such indemnification
unless the contrary shall be established. Any repeal or modification of the
foregoing provisions of this paragraph 10 shall not adversely affect any right
or protection of a director or officer of this corporation with respect to any
acts or omissions of such director or officer occurring prior to such repeal or
modification.

     11. The books of this corporation may (subject to any statutory
requirements) be kept outside the State of Delaware as may be designated by the
board of directors or in the by-laws of this corporation.

     12. If at any time this corporation shall have a class of stock registered
pursuant to the provisions of the Securities Exchange Act of 1934, for so long
as such class is so registered, any action by the stockholders of such class
must be taken at an annual or special meeting of stockholders and may not be
taken by written consent.

     THE UNDERSIGNED, the sole incorporator named above, hereby certifies that
the facts stated above are true as of this 28th day of April, 1994.


                                        /s/ Linda S. Day
                                        ----------------------------------------
                                        Linda S. Day, Incorporator


                                        2



                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                              HTC ACQUISITION, INC.

     HTC Acquisition, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

     FIRST: That the Board of Directors of said corporation has adopted by
written consent the following resolution:

RESOLVED: That it is advisable and in the best interest of this Corporation that
     Article 1 of the Certificate of Incorporation of this Corporation be
     amended to read in its entirety as follows:

          "1.  The name of this corporation is American Medical Response of
               North Carolina, Inc."

     SECOND: That said amendment has been consented to and authorized by the
holder of a majority of the issued and outstanding stock entitled to vote by
written consent given in accordance with the provisions of Section 228 of the
General Corporation Law of the State of Delaware.

     THIRD: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Section 242 and 228 of the General Corporation Law of
the State of Delaware.

     IN WITNESS WHEREOF, said corporation has caused this Certificate to be
signed by Dominic J. Puopolo, its President, and attested by Ronald M. Levenson,
its Assistant Secretary, this 18th day of July, 1995.


                                                     /s/ Dominic J. Poupolo
                                                     ---------------------------
                                                     President


                                        Attested by: /s/ Ronald M. Levenson
                                                     ---------------------------
                                                     Assistant Secretary


                                        3



                    CERTIFICATE OF CHANGE OF REGISTERED AGENT

                                       AND

                                REGISTERED OFFICE

                                    * * * * *

     American Medical Response of North Carolina, Inc., a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

     The present registered agent of the corporation is Corporation Service
Company and the present registered office of the corporation is in the county of
New Castle.

     The Board of Directors of American Medical Response of North Carolina,
Inc., adopted the following resolution on the 1st day of September, 1996.

     Resolved, that the registered office of American Medical Response of North
Carolina, Inc. in the state of Delaware be and it hereby is changed to
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle, and the authorization of the present registered agent of this
corporation be and the game is hereby withdrawn, and THE CORPORATION TRUST
COMPANY, shall be and is hereby constituted and appointed the registered agent
of this corporation at the address of its registered office.

IN WITNESS WHEREOF, American Medical Response of North Carolina, Inc. has caused
this statement to be signed by William George, its Vice President this 1st day
of September, 1996.


                                        /s/ William George
                                        ----------------------------------------
                                        William George
                                        Vide President


                                        4

EX-3.51

                                                                    Exhibit 3.51

                                     BY-LAWS

                                       OF

                               THE SUBSIDIARIES OF

                         AMERICAN MEDICAL RESPONSE, INC.

                  Section 1. LAW, CERTIFICATE OF INCORPORATION
                                   AND BY-LAWS

     1.1. These by-laws are subject to the certificate of incorporation of the
corporation. In these by-laws, references to law, the certificate of
incorporation and by-laws mean the law, the provisions of the certificate of
incorporation and the by-laws as from time to time in effect.

                            Section 2. STOCKHOLDERS

     2.1. Annual Meeting. The annual meeting of stockholders shall be held at
10:00 am on the second Tuesday in May in each year, unless that day be a legal
holiday at the place where the meeting is to be held, in which case the meeting
shall be held at the same hour on the next succeeding day not a legal holiday,
or at such other date and time as shall be designated from time to time by the
board of directors and stated in the notice of the meeting, at which they shall
elect a board of directors and transact such other business as may be required
by law or these by-laws or as may properly come before the meeting.

     2.2. Special Meetings. A special meeting of the stockholders may be called
at any time by the chairman of the board, if any, the president or the board of
directors. A special meeting of the stockholders shall be called by the
secretary, or in the case of the death, absence, incapacity or refusal of the
secretary, by an assistant secretary or some other officer, upon application of
a majority of the directors. Any such application shall state the purpose or
purposes of the proposed meeting. Any such call shall state the place, date,
hour, and purposes of the meeting.

     2.3. Place of Meeting. All meetings of the stockholders for the election of
directors or for any other purpose shall be held at such place within or without
the state of incorporation as may be determined from time to time by the
chairman of the board, if any, the president or the board of directors. Any
adjourned session of any meeting of the stockholders shall be held at the place
designated in the vote of adjournment.

     2.4. Notice of Meetings. Except as otherwise provided by law, a written
notice of each meeting of stockholders stating the place, day and hour thereof
and, in the case of a special meeting, the purposes for which the meeting is
called, shall be given not less then ten nor more than sixty days before the
meeting, to each stockholder entitled to vote thereat, and to each stockholder
who, by law, by the certificate of incorporation or by these by-laws, is
entitled to notice, by leaving such notice with him or at his residence or usual
place of business, or by depositing it in the United States mail, postage
prepaid, and addressed to such stockholder at his address as it appears in the
records of the corporation. Such



notice shall be given by the secretary, or by an officer or person designated by
the board of directors, or in the case of a special meeting by the officer
calling the meeting. As to any adjourned session of any meeting of stockholders,
notice of the adjourned meeting need not be given if the time and place thereof
are announced at the meeting at which the adjournment was taken except that if
the adjournment is for more than thirty days or if after the adjournment a new
record date is set for the adjourned session, notice of any such adjourned
session of the meeting shall be given in the manner heretofore described. No
notice of any meeting of stockholders or any adjourned session thereof need be
given to a stockholder if a written waiver of notice, executed before or after
the meeting or such adjourned session by such stockholder, is filed with the
records of the meeting or if the stockholder attends such meeting without
objecting at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any meeting of the stockholders or any
adjourned session thereof need be specified in any written waiver of notice.

     2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as
to any matter shall consist of a majority of the votes entitled to be cast on
the matter, except where a larger quorum is required by law, by the certificate
of incorporation or by these by-laws. Any meeting may be adjourned from time to
time by a majority of the votes properly cast upon the question, whether or not
a quorum is present. If a quorum is present at an original meeting, a quorum
need not be present at an adjourned session of that meeting. Shares of its own
stock belonging to the corporation or to another corporation, if a majority of
the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the corporation, shall neither
be entitled to vote nor be counted for quorum purposes; provided, however, that
the foregoing shall not limit the right of any corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

     2.6. Action by Vote. When a quorum is present at any meeting, a plurality
of the votes properly cast for election to any office shall elect to such office
and a majority of the votes properly cast upon any question other than an
election to an office shall decide the question, except when a larger vote is
required by law, by the certificate of incorporation or by these by-laws. No
ballot shall be required for any election unless requested by a stockholder
present or represented at the meeting and entitled to vote in the election.

     2.7. Action without Meetings. Unless otherwise provided in the certificate
of incorporation, any action required or permitted to be taken by stockholders
for or in connection with any corporate action may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the corporation by
delivery to its registered office in the state of incorporation by hand or
certified or registered mail, return receipt requested, to its principal place
of business or to an officer or agent of the corporation having custody of the
book in which proceedings of meetings of stockholders are recorded. No written
consent shall be effective to take the corporate action referred to therein
unless written consents signed by a number of stockholders sufficient to take
such action are delivered to the corporation in the manner specified in this
paragraph within sixty days of the earliest dated consent so delivered.

     If action is taken by consent of stockholders and in accordance with the
foregoing, there shall be filed with the records of the meetings of stockholders
the writing or writings comprising such consent.


                                      -2-



     If action is taken by less than unanimous consent of stockholders, prompt
notice of the taking of such action without a meeting shall be given to those
who have not consented in writing and a certificate signed and attested to by
the secretary that such notice was given shall be filed with the records of the
meetings of stockholders.

     In the event that the action which is consented to is such as would have
required the filing of a certificate under any provision of the General
Corporation Law of the State of Delaware, if such action had been voted upon by
the stockholders at a meeting thereof, the certificate filed under such
provision shall state, in lieu of any statement required by such provision
concerning a vote of stockholders, that written consent has been given under
Section 228 of said General Corporation Law and that written notice has been
given as provided in such Section 228.

     2.8. Proxy Representation. Every stockholder may authorize another person
or persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether by waiving notice of any meeting, objecting to
or voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by his
attorney-in-fact. No proxy shall be voted or acted upon after three years from
its date unless such proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and, if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally. The authorization of a proxy may but need
not be limited to specified action, provided, however, that if a proxy limits
its authorization to a meeting or meetings of stockholders, unless otherwise
specifically provided such proxy shall entitle the holder thereof to vote at any
adjourned session but shall not be valid after the final adjournment thereof.

     2.9. Inspectors. The directors or the person presiding at the meeting may,
and shall if required by applicable law, appoint one or more inspectors of
election and any substitute inspectors to act at the meeting or any adjournment
thereof. Each inspector, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting, the inspectors shall make a report in
writing of any challenge, question or matter determined by them and execute a
certificate of any fact found by them.

     2.10. List of Stockholders. The secretary shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at such meeting, arranged in alphabetical order
and showing the address of each stockholder and the number of shares registered
in his name. The stock ledger shall be the only evidence as to who are
stockholders entitled to examine such list or to vote in person or by proxy at
such meeting.


                                      -3-



                          Section 3. BOARD OF DIRECTORS

     3.1. Number. The corporation shall have one or more directors, the number
shall be consistent with applicable law and shall be determined from time to
time by vote of a majority of the directors then in office. No director need be
a stockholder.

     3.2. Tenure. Each director shall hold office until the next annual meeting
and until his successor is elected and qualified, or until he sooner dies,
resigns, is removed or becomes disqualified.

     3.3. Powers. The business and affairs of the corporation shall be managed
by or under the direction of the board of directors who shall have and may
exercise all the powers of the corporation and do all such lawful acts and
things as are not by law, the certificate of incorporation or these by-laws
directed or required to be exercised or done by the stockholders.

     3.4. Vacancies. Vacancies and any newly created directorships resulting
from any increase in the number of directors may be filled by vote of the
holders of the particular class or series of stock entitled to elect such
director at a meeting called for the purpose, or by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director, in
each case elected by the particular class or series of stock entitled to elect
such directors. When one or more directors shall resign from the board,
effective at a future date, a majority of the directors then in office,
including those who have resigned, who were elected by the particular class or
series of stock entitled to elect such resigning director or directors shall
have power to fill such vacancy or vacancies, the vote or action by writing
thereon to take effect when such resignation or resignations shall become
effective. The directors shall have and may exercise all their powers
notwithstanding the existence of one or more vacancies in their number, subject
to any requirements of law or of the certificate of incorporation or of these
by-laws as to the number of directors required for a quorum or for any vote or
other actions.

     3.5. Committees. The board of directors may, by vote of a majority of the
whole board, (a) designate, change the membership of or terminate the existence
of any committee or committees, each committee to consist of one or more of the
directors; (b) designate one or more directors as alternate members of any such
committee who may replace any absent or disqualified member at any meeting of
the committee; and (c) determine the extent to which each such committee shall
have and may exercise the powers of the board of directors in the management of
the business and affairs of the corporation, including the power to authorize
the seal of the corporation to be affixed to all papers which require it and the
power and authority to declare dividends or to authorize the issuance of stock;
excepting, however, such powers which by law, by the certificate of
incorporation or by these by-laws they are prohibited from so delegating. In the
absence or disqualification of any member of such committee and his alternate,
if any, the member or members thereof present at any meeting and not
disqualified from voting, whether or not constituting a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in the
place of any such absent or disqualified member. Except as the board of
directors may otherwise determine, any committee may make rules for the conduct
of its business, but unless otherwise provided by the board or such rules, its
business shall be conducted as nearly as may be in the same manner as is
provided by these by-laws for the conduct of business by the board of directors.
Each committee shall keep regular minutes of its meetings and report the same to
the board of directors upon request.

     3.6. Regular Meetings. Regular meetings of the board of directors may be
held without call or notice at such places within or without the State of
Delaware and at such times as the board may from


                                      -4-



time to time determine, provided that notice of the first regular meeting
following any such determination shall be given to absent directors. A regular
meeting of the directors may be held without call or notice immediately after
and at the same place as the annual meeting of stockholders.

     3.7. Special Meetings. Special meetings of the board of directors may be
held at any time and at any place within or without the state of incorporation
designated in the notice of the meeting, when called by the chairman of the
board, if any, the president, or by one-third or more in number of the
directors, reasonable notice thereof being given to each director by the
secretary or by the chairman of the board, if any, the president or any one of
the directors calling the meeting.

     3.8. Notice. It shall be reasonable and sufficient notice to a director to
send notice by mail or overnight courier at least forty-eight hours or by
telegram at least twenty-four hours before the meeting addressed to him at his
usual or last known business or residence address or to give notice to him in
person or by telephone at least twenty-four hours before the meeting. Notice of
a meeting need not be given to any director if a written waiver of notice,
executed by him before or after the meeting, is filed with the records of the
meeting, or to any director who attends the meeting without protesting prior
thereto or at its commencement the lack of notice to him. Neither notice of a
meeting nor a waiver of a notice need specify the purposes of the meeting.

     3.9. Quorum. Except as may be otherwise provided by law, by the certificate
of incorporation or by these by-laws, at any meeting of the directors a majority
of the directors then in office shall constitute a quorum; a quorum shall not in
any case be less than one-third of the total number of directors constituting
the whole board. Any meeting may be adjourned from time to time by a majority of
the votes cast upon the question, whether or not a quorum is present, and the
meeting may be held as adjourned without further notice.

     3.10. Action by Vote. Except as may be otherwise provided by law, by the
certificate of incorporation or by these by-laws, when a quorum is present at
any meeting the vote of a majority of the directors present shall be the act of
the board of directors.

     3.11. Action Without a Meeting. Any action required or permitted to be
taken at any meeting of the board of directors or a committee thereof may be
taken without a meeting if all the members of the board or of such committee, as
the case may be, consent thereto in writing, and such writing or writings are
filed with the records of the meetings of the board or of such committee. Such
consent shall be treated for all purposes as the act of the board or of such
committee, as the case may be.

     3.12. Participation in Meetings by Conference Telephone. Members of the
board of directors, or any committee designated by such board, may participate
in a meeting of such board or committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other or by any other means permitted by law. Such
participation shall constitute presence in person at such meeting.

     3.13. Compensation. In the discretion of the board of directors, each
director may be paid such fees for his services as director and be reimbursed
for his reasonable expenses incurred in the performance of his duties as
director as the board of directors from time to time may determine. Nothing
contained in this section shall be construed to preclude any director from
serving the corporation in any other capacity and receiving reasonable
compensation therefor.

     3.14. Interested Directors and Officers.


                                      -5-



     (a) No contract or transaction between the corporation and one or more of
its directors or officers, or between the corporation and any other corporation,
partnership, association, or other organization in which one or more of the
corporation's directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the board or committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purpose, if:

          (1) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the board of directors
or the committee, and the board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or

          (2) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or

          (3) The contract or transaction is fair as to the corporation as of
the time it is authorized, approved or ratified, by the board of directors, a
committee thereof, or the stockholders.

     (b) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or of a committee
which authorizes the contract or transaction.

                         Section 4. OFFICERS AND AGENTS

     4.1. Enumeration; Qualification. The officers of the corporation shall be a
president, a treasurer, a secretary and such other officers, if any, as the
board of directors from time to time may in its discretion elect or appoint
including without limitation a chairman of the board, one or more vice
presidents and a controller. The corporation may also have such agents, if any,
as the board of directors from time to time may in its discretion choose. Any
officer may be but none need be a director or stockholder. Any two or more
offices may be held by the same person. Any officer may be required by the board
of directors to secure the faithful performance of his duties to the corporation
by giving bond in such amount and with sureties or otherwise as the board of
directors may determine.

     4.2. Powers. Subject to law, to the certificate of incorporation and to the
other provisions of these by-laws, each officer shall have, in addition to the
duties and powers herein set forth, such duties and powers as are commonly
incident to his office and such additional duties and powers as the board of
directors may from time to time designate.

     4.3. Election. The officers may be elected by the board of directors at
their first meeting following the annual meeting of the stockholders or at any
other time. At any time or from time to time the directors may delegate to any
officer their power to elect or appoint any other officer or any agents.

     4.4. Tenure. Each officer shall hold office until his respective successor
is chosen and qualified unless a shorter period shall have been specified by the
terms of his election or appointment, or in each case until he sooner dies,
resigns, is removed or becomes disqualified. Each agent shall retain his
authority at the pleasure of the directors, or the officer by whom he was
appointed or by the officer who then holds agent appointive power.


                                      -6-



     4.5. Chairman of the Board of Directors, President and Vice President. The
chairman of the board, if any, shall have such duties and powers as shall be
designated from time to time by the board of directors. Unless the board of
directors otherwise specifies, the chairman of the board, or if there is none
the chief executive officer, shall preside, or designate the person who shall
preside, at all meetings of the stockholders and of the board of directors.

     Unless the board of directors otherwise specifies, the president shall be
the chief executive officer and shall have direct charge of all business
operations of the corporation and, subject to the control of the directors,
shall have general charge and supervision of the business of the corporation.

     Any vice presidents shall have such duties and powers as shall be set forth
in these by-laws or as shall be designated from time to time by the board of
directors or by the president.

     4.6. Treasurer and Assistant Treasurers. Unless the board of directors
otherwise specifies, the treasurer shall be in charge of the corporation's funds
and valuable papers, and shall have such other duties and powers as may be
designated from time to time by the board of directors or by the president. If
no controller is elected, the treasurer shall, unless the board of directors
otherwise specifies, also have the duties and powers of the controller. Any
assistant treasurers shall have such duties and powers as shall be designated
from time to time by the board of directors, the president or the treasurer.

     4.7. Controller and Assistant Controllers. If a controller is elected, he
shall, unless the board of directors otherwise specifies, be in charge of its
books of account and accounting records, and of its accounting procedures. He
shall have such other duties and powers as may be designated from time to time
by the board of directors, the president or the treasurer. Any assistant
controller shall have such duties and powers as shall be designated from time to
time by the board of directors, the president, the treasurer or the controller.

     4.8. Secretary and Assistant Secretaries. The secretary shall record all
proceedings of the stockholders, of the board of directors and of committees of
the board of directors in a book or series of books to be kept therefor and
shall file therein all actions by written consent of stockholders or directors.
In the absence of the secretary from any meeting, an assistant secretary, or if
there be none or he is absent, a temporary secretary chosen at the meeting,
shall record the proceedings thereof. Unless a transfer agent has been appointed
the secretary shall keep or cause to be kept the stock and transfer records of
the corporation, which shall contain the names and record addresses of all
stockholders and the number of shares registered in the name of each
stockholder. He shall have such other duties and powers as may from time to time
be designated by the board of directors or the president. Any assistant
secretaries shall have such duties and powers as shall be designated from time
to time by the board of directors, the president or the secretary.


                                      -7-



                      Section 5. RESIGNATIONS AND REMOVALS

     5.1. Any director or officer may resign at any time by delivering his
resignation in writing to the chairman of the board, if any, the president, or
the secretary or to a meeting of the board of directors. Such resignation shall
be effective upon receipt unless specified to be effective at some other time,
and without in either case the necessity of its being accepted unless the
resignation shall so state. A director (including persons elected by
stockholders or directors to fill vacancies in the board) may be removed from
office with or without cause by the vote of the holders of a majority of the
issued and outstanding shares of the particular class or series entitled to vote
in the election of such director. The board of directors may at any time remove
any officer either with or without cause. The board of directors may at any time
terminate or modify the authority of any agent.

                              Section 6. VACANCIES

     6.1. If the office of the president or the treasurer or the secretary
becomes vacant, the directors may elect a successor by vote of a majority of the
directors then in office. If the office of any other officer becomes vacant, any
person or body empowered to elect or appoint that officer may choose a
successor. Each such successor shall hold office for the unexpired term, and in
the case of the president, the treasurer and the secretary until his successor
is chosen and qualified or in each case until he sooner dies, resigns, is
removed or becomes disqualified. Any vacancy of a directorship shall be filled
as specified in Section 3.4 of these by-laws.

                            Section 7. CAPITAL STOCK

     7.1. Stock Certificates. Each stockholder shall be entitled to a
certificate stating the number and the class and the designation of the series,
if any, of the shares held by him, in such form as shall, in conformity to law,
the certificate of incorporation and the by-laws, be prescribed from time to
time by the board of directors. Such certificate shall be signed by the chairman
or vice chairman of the board, or the president or a vice president and by the
treasurer or an assistant treasurer or by the secretary or an assistant
secretary. Any of or all the signatures on the certificate may be a facsimile.
In case an officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed on such certificate shall have ceased to be
such officer, transfer agent, or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such
officer, transfer agent, or registrar at the time of its issue.

     7.2. Loss of Certificates. In the case of the alleged theft, loss,
destruction or mutilation of a certificate of stock, a duplicate certificate may
be issued in place thereof, upon such terms, including receipt of a bond
sufficient to indemnify the corporation against any claim on account thereof, as
the board of directors may prescribe.

                     Section 8. TRANSFER OF SHARES OF STOCK

     8.1. Transfer on Books. Subject to the restrictions, if any, stated or
noted on the stock certificate, shares of stock may be transferred on the books
of the corporation by the surrender to the corporation or its transfer agent of
the certificate therefor properly endorsed or accompanied by a written
assignment and power of attorney properly executed, with necessary transfer
stamps affixed, and with such proof of the authenticity of signature as the
board of directors or the transfer agent of the corporation may reasonably
require. Except as may be otherwise required by law, by the certificate of


                                      -8-



incorporation or by these by-laws, the corporation shall be entitled to treat
the record holder of stock as shown on its books as the owner of such stock for
all purposes, including the payment of dividends and the right to receive notice
and to vote or to give any consent with respect thereto and to be held liable
for such calls and assessments, if any, as may lawfully be made thereon,
regardless of any transfer, pledge or other disposition of such stock until the
shares have been properly transferred on the books of the corporation.

     It shall be the duty of each stockholder to notify the corporation of his
post office address.

     8.2. Record Date. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the board of directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the board of directors, and which record date shall
not be more than sixty nor less than ten days before the date of such meeting.
If no such record date is fixed by the board of directors, the record date for
determining the stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the board of directors may fix a new record date for the adjourned meeting.

     In order that the corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the board of directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the board of directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the board of directors. If no
such record date has been fixed by the board of directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the board of directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation by delivery to its registered office in the state of incorporation
hand or certified or registered mail, return receipt requested, to its principal
place of business or to an officer or agent of the corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. If no
record date has been fixed by the board of directors and prior action by the
board of directors is required by applicable law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
board of directors adopts the resolution taking such prior action.

     In order that the corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or to exercise any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the board of directors may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be not
more than sixty days prior to such payment, exercise or other action. If no such
record date is fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.

                            Section 9. CORPORATE SEAL


                                      -9-



     9.1. Subject to alteration by the directors, the seal of the corporation
shall consist of a flat-faced circular die with the word "Delaware" and the name
of the corporation cut or engraved thereon, together with such other words,
dates or images as may be approved from time to time by the directors.

                         Section 10. EXECUTION OF PAPERS

     10.1. Except as the board of directors may generally or in particular cases
authorize the execution thereof in some other manner, all deeds, leases,
transfers, contracts, bonds, notes, checks, drafts or other obligations made,
accepted or endorsed by the corporation shall be signed by the chairman of the
board, if any, the president, a vice president or the treasurer.

                             Section 11. FISCAL YEAR

     11.1. The fiscal year of the corporation shall end on the 31st of December.

                             Section 12. AMENDMENTS

     12.1. These by-laws may be adopted, amended or repealed by vote of a
majority of the directors then in office or by vote of a majority of the stock
outstanding and entitled to vote. Any by-law, whether adopted, amended or
repealed by the stockholders or directors, may be amended or reinstated by the
stockholders or the directors.


                                      -10-

EX-3.52

                                                                    Exhibit 3.52

                          CERTIFICATE OF INCORPORATION
                                       of
                        MEDIC ONE AMBULANCE SERVICE, INC.

     1. The name of this corporation is Medic One Ambulance Service, Inc.

     2. The registered office of this corporation in the State of Delaware is
located at 1013 Centre Road, in the City of Wilmington, County of New Castle.
The name of its registered agent at such address is Corporation Service Company.

     3. The purpose of this corporation is to engage in any lawful act or
activity for which corporations nay be organized under the General Corporation
Law of the State of Delaware.

     4. The total number of shares of stock that this corporation shall have
authority to issue is 3,000 shares of Common Stock, $.01 par value per share.
Each share of Common Stock shall be entitled to one vote.

     5. The name and mailing address of the incorporator is: Ann L. Milner, One
International Place, Boston, MA 02110-2624.

     6. Except as provided to the contrary in the provisions establishing a
class or series of stock, the amount of the authorized stock of this corporation
of any class or classes may be increased or decreased by the affirmative vote of
the holders of a majority of the stock of this corporation entitled to vote.

     7. The election of directors need not be by ballot unless the by-laws shall
so require.

     8. In furtherance and not in limitation of the power conferred upon the
board of directors by law, the board of directors shall have power to make,
adopt, alter, amend and repeal from time to time by-laws of this corporation,
subject to the right of the stockholders entitled to vote with respect thereto
to alter and repeal by-laws made by the board of directors.

     9. A director of this corporation shall not be liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent that exculpation from liability is not permitted
under the General Corporation Law of the State of Delaware as in effect at the
time such liability is determined. No amendment or repeal of this paragraph 9
shall apply to or have any effect on the liability or alleged liability of any
director of the corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal.

     10. This corporation shall, to the maximum extent permitted from time to
time under the law of the State of Delaware, indemnify and upon request shall
advance expenses to any parson who is or was a party or is threatened to be made
a party to any threatened, pending or completed action, suit, proceeding or
claim, whether civil, criminal, administrative or investigative, by reason of
the fact that such person is or was or has agreed to be a director or



officer of this corporation or while a director or officer is or was serving at
the request of this corporation as a director, officer, partner, trustee,
employee or agent of any corporation, partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, against
expenses (including attorney's fees and expenses), judgments, fines, penalties
and amounts paid in settlement incurred in connection with the investigation,
preparation to defend or defense of such action, suit, proceeding or claim;
provided, however, that the foregoing shall not require this corporation to
indemnify or advance expenses to any person in connection with any action, suit,
proceeding, claim or counterclaim initiated by or on behalf of such person. Such
indemnification shall not be exclusive of other indemnification rights arising
under any by-law, agreement, vote of directors or stockholders or otherwise and
shall inure to the benefit of the heirs and legal representatives of such
person. Any person seeking indemnification under this paragraph 10 shall be
deemed to have met the standard of conduct required for such indemnification
unless the contrary shall be established. Any repeal or modification of the
foregoing provisions of this paragraph 10 shall not adversely affect any right
or protection of a director or officer of this corporation with respect to any
acts or omissions of such director or officer occurring prior to such repeal or
modification.

     11. The books of this corporation may (subject to any statutory
requirements) be kept outside the State of Delaware as may be designated by the
board of directors or in the by-laws of this corporation.

     12. If at any time this corporation shall have a class of stock registered
pursuant to the provisions of the Securities Exchange Act of 1934, for so long
as such class is so registered, any action by the stockholders of such class
must be taken at an annual or special meeting of stockholders and may not be
taken by written consent.

     THE UNDERSIGNED, the sole incorporator named above, hereby certifies that
the facts stated above are true as of this 22 day of February, 1994.


/s/ Ann L. Milner
- -------------------------------------
Ann L. Milner, Incorporator


                                        2



                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                        MEDIC ONE AMBULANCE SERVICE, INC.

     Medic One Ambulance Service, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:

     FIRST: That the Board of Directors of said corporation has adopted by
written consent the following resolution:

RESOLVED: That it is advisable and in the best interest of this Corporation that
          Article 1 of the Certificate of Incorporation of this Corporation be
          amended to read in its entirety as follows:

          "1:  The name of this corporation is American Medical Response of
               South Carolina, Inc."

     SECOND: That said amendment has been consented to and authorized by the
holder of a majority of the issued and outstanding stock entitled to vote by
written consent given in accordance with the provisions of Section 228 of the
General Corporation Law of the State of Delaware.

     THIRD: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Section 242 and 228 of the General Corporation Law of
the State of Delaware.

     IN WITNESS WHEREOF, said corporation has caused this Certificate to be
signed by Dominic J. Puopolo, its President, and attested by Ronald M. Levenson,
its Assistant Secretary, this 30th day of May, 1995.


/s/ Dominic J. Puopolo
- -------------------------------------
President

Attested by


/s/ Ronald M. Levenson
- -------------------------------------
Assistant Secretary


                                        3



                    CERTIFICATE OF CHANGE OF REGISTERED AGENT

                                       AND

                                REGISTERED OFFICE

     American Medical Response of South Carolina, Inc., a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

     The present registered agent of the corporation is Corporation Service
Company and the present registered office of the corporation is in the county of
New Castle.

     The Board of Directors of American Medical Response of South Carolina, Inc.
adopted the following resolution on the 1st day of September, 1995.

     Resolved, that the registered office of American Medical Response of South
Carolina, Inc. in the state of Delaware be and it hereby is changed to
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle, and the authorization of the present registered agent of this
corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST
COMPANY, shall be and is hereby constituted and appointed the registered agent
of this corporation at the address of its registered office.

     IN WITNESS WHEREOF, American Medical Response of South Carolina, Inc. has
caused this statement to be signed by William George, its Vice President this
1st day of September, 1995.


By /s/ William George
   ----------------------------------
   William George
   Vice President


                                        4

EX-3.53

                                                                    Exhibit 3.53

                                     BY-LAWS

                                       OF

                               THE SUBSIDIARIES OF

                         AMERICAN MEDICAL RESPONSE, INC.

                  Section 1. LAW, CERTIFICATE OF INCORPORATION
                                   AND BY-LAWS

     1.1. These by-laws are subject to the certificate of incorporation of the
corporation. In these by-laws, references to law, the certificate of
incorporation and by-laws mean the law, the provisions of the certificate of
incorporation and the by-laws as from time to time in effect.

                             Section 2. STOCKHOLDERS

     2.1. Annual Meeting. The annual meeting of stockholders shall be held at
10:00 am on the second Tuesday in May in each year, unless that day be a legal
holiday at the place where the meeting is to be held, in which case the meeting
shall be held at the same hour on the next succeeding day not a legal holiday,
or at such other date and time as shall be designated from time to time by the
board of directors and stated in the notice of the meeting, at which they shall
elect a board of directors and transact such other business as may be required
by law or these by-laws or as may properly come before the meeting.

     2.2. Special Meetings. A special meeting of the stockholders may be called
at any time by the chairman of the board, if any, the president or the board of
directors. A special meeting of the stockholders shall be called by the
secretary, or in the case of the death, absence, incapacity or refusal of the
secretary, by an assistant secretary or some other officer, upon application of
a majority of the directors. Any such application shall state the purpose or
purposes of the proposed meeting. Any such call shall state the place, date,
hour, and purposes of the meeting.

     2.3. Place of Meeting. All meetings of the stockholders for the election of
directors or for any other purpose shall be held at such place within or without
the state of incorporation as may be determined from time to time by the
chairman of the board, if any, the president or the board of directors. Any
adjourned session of any meeting of the stockholders shall be held at the place
designated in the vote of adjournment.

     2.4. Notice of Meetings. Except as otherwise provided by law, a written
notice of each meeting of stockholders stating the place, day and hour thereof
and, in the case of a special meeting, the purposes for which the meeting is
called, shall be given not less then ten nor more than sixty days before the
meeting, to each stockholder entitled to vote thereat, and to each stockholder
who, by law, by the certificate of incorporation or by these by-laws, is
entitled to notice, by leaving such notice with him or at his residence or usual
place of business, or by depositing it in the United States mail, postage
prepaid, and addressed to such stockholder at his address as it appears in the
records of the corporation. Such



notice shall be given by the secretary, or by an officer or person designated by
the board of directors, or in the case of a special meeting by the officer
calling the meeting. As to any adjourned session of any meeting of stockholders,
notice of the adjourned meeting need not be given if the time and place thereof
are announced at the meeting at which the adjournment was taken except that if
the adjournment is for more than thirty days or if after the adjournment a new
record date is set for the adjourned session, notice of any such adjourned
session of the meeting shall be given in the manner heretofore described. No
notice of any meeting of stockholders or any adjourned session thereof need be
given to a stockholder if a written waiver of notice, executed before or after
the meeting or such adjourned session by such stockholder, is filed with the
records of the meeting or if the stockholder attends such meeting without
objecting at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any meeting of the stockholders or any
adjourned session thereof need be specified in any written waiver of notice.

     2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as
to any matter shall consist of a majority of the votes entitled to be cast on
the matter, except where a larger quorum is required by law, by the certificate
of incorporation or by these by-laws. Any meeting may be adjourned from time to
time by a majority of the votes properly cast upon the question, whether or not
a quorum is present. If a quorum is present at an original meeting, a quorum
need not be present at an adjourned session of that meeting. Shares of its own
stock belonging to the corporation or to another corporation, if a majority of
the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the corporation, shall neither
be entitled to vote nor be counted for quorum purposes; provided, however, that
the foregoing shall not limit the right of any corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

     2.6. Action by Vote. When a quorum is present at any meeting, a plurality
of the votes properly cast for election to any office shall elect to such office
and a majority of the votes properly cast upon any question other than an
election to an office shall decide the question, except when a larger vote is
required by law, by the certificate of incorporation or by these by-laws. No
ballot shall be required for any election unless requested by a stockholder
present or represented at the meeting and entitled to vote in the election.

     2.7. Action without Meetings. Unless otherwise provided in the certificate
of incorporation, any action required or permitted to be taken by stockholders
for or in connection with any corporate action may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the corporation by
delivery to its registered office in the state of incorporation by hand or
certified or registered mail, return receipt requested, to its principal place
of business or to an officer or agent of the corporation having custody of the
book in which proceedings of meetings of stockholders are recorded. No written
consent shall be effective to take the corporate action referred to therein
unless written consents signed by a number of stockholders sufficient to take
such action are delivered to the corporation in the manner specified in this
paragraph within sixty days of the earliest dated consent so delivered.

     If action is taken by consent of stockholders and in accordance with the
foregoing, there shall be filed with the records of the meetings of stockholders
the writing or writings comprising such consent.


                                      -2-



     If action is taken by less than unanimous consent of stockholders, prompt
notice of the taking of such action without a meeting shall be given to those
who have not consented in writing and a certificate signed and attested to by
the secretary that such notice was given shall be filed with the records of the
meetings of stockholders.

     In the event that the action which is consented to is such as would have
required the filing of a certificate under any provision of the General
Corporation Law of the State of Delaware, if such action had been voted upon by
the stockholders at a meeting thereof, the certificate filed under such
provision shall state, in lieu of any statement required by such provision
concerning a vote of stockholders, that written consent has been given under
Section 228 of said General Corporation Law and that written notice has been
given as provided in such Section 228.

     2.8. Proxy Representation. Every stockholder may authorize another person
or persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether by waiving notice of any meeting, objecting to
or voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by his
attorney-in-fact. No proxy shall be voted or acted upon after three years from
its date unless such proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and, if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally. The authorization of a proxy may but need
not be limited to specified action, provided, however, that if a proxy limits
its authorization to a meeting or meetings of stockholders, unless otherwise
specifically provided such proxy shall entitle the holder thereof to vote at any
adjourned session but shall not be valid after the final adjournment thereof.

     2.9. Inspectors. The directors or the person presiding at the meeting may,
and shall if required by applicable law, appoint one or more inspectors of
election and any substitute inspectors to act at the meeting or any adjournment
thereof. Each inspector, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting, the inspectors shall make a report in
writing of any challenge, question or matter determined by them and execute a
certificate of any fact found by them.

     2.10. List of Stockholders. The secretary shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at such meeting, arranged in alphabetical order
and showing the address of each stockholder and the number of shares registered
in his name. The stock ledger shall be the only evidence as to who are
stockholders entitled to examine such list or to vote in person or by proxy at
such meeting.


                                      -3-



                          Section 3. BOARD OF DIRECTORS

     3.1. Number. The corporation shall have one or more directors, the number
shall be consistent with applicable law and shall be determined from time to
time by vote of a majority of the directors then in office. No director need be
a stockholder.

     3.2. Tenure. Each director shall hold office until the next annual meeting
and until his successor is elected and qualified, or until he sooner dies,
resigns, is removed or becomes disqualified.

     3.3. Powers. The business and affairs of the corporation shall be managed
by or under the direction of the board of directors who shall have and may
exercise all the powers of the corporation and do all such lawful acts and
things as are not by law, the certificate of incorporation or these by-laws
directed or required to be exercised or done by the stockholders.

     3.4. Vacancies. Vacancies and any newly created directorships resulting
from any increase in the number of directors may be filled by vote of the
holders of the particular class or series of stock entitled to elect such
director at a meeting called for the purpose, or by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director, in
each case elected by the particular class or series of stock entitled to elect
such directors. When one or more directors shall resign from the board,
effective at a future date, a majority of the directors then in office,
including those who have resigned, who were elected by the particular class or
series of stock entitled to elect such resigning director or directors shall
have power to fill such vacancy or vacancies, the vote or action by writing
thereon to take effect when such resignation or resignations shall become
effective. The directors shall have and may exercise all their powers
notwithstanding the existence of one or more vacancies in their number, subject
to any requirements of law or of the certificate of incorporation or of these
by-laws as to the number of directors required for a quorum or for any vote or
other actions.

     3.5. Committees. The board of directors may, by vote of a majority of the
whole board, (a) designate, change the membership of or terminate the existence
of any committee or committees, each committee to consist of one or more of the
directors; (b) designate one or more directors as alternate members of any such
committee who may replace any absent or disqualified member at any meeting of
the committee; and (c) determine the extent to which each such committee shall
have and may exercise the powers of the board of directors in the management of
the business and affairs of the corporation, including the power to authorize
the seal of the corporation to be affixed to all papers which require it and the
power and authority to declare dividends or to authorize the issuance of stock;
excepting, however, such powers which by law, by the certificate of
incorporation or by these by-laws they are prohibited from so delegating. In the
absence or disqualification of any member of such committee and his alternate,
if any, the member or members thereof present at any meeting and not
disqualified from voting, whether or not constituting a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in the
place of any such absent or disqualified member. Except as the board of
directors may otherwise determine, any committee may make rules for the conduct
of its business, but unless otherwise provided by the board or such rules, its
business shall be conducted as nearly as may be in the same manner as is
provided by these by-laws for the conduct of business by the board of directors.
Each committee shall keep regular minutes of its meetings and report the same to
the board of directors upon request.

     3.6. Regular Meetings. Regular meetings of the board of directors may be
held without call or notice at such places within or without the State of
Delaware and at such times as the board may from


                                      -4-



time to time determine, provided that notice of the first regular meeting
following any such determination shall be given to absent directors. A regular
meeting of the directors may be held without call or notice immediately after
and at the same place as the annual meeting of stockholders.

     3.7. Special Meetings. Special meetings of the board of directors may be
held at any time and at any place within or without the state of incorporation
designated in the notice of the meeting, when called by the chairman of the
board, if any, the president, or by one-third or more in number of the
directors, reasonable notice thereof being given to each director by the
secretary or by the chairman of the board, if any, the president or any one of
the directors calling the meeting.

     3.8. Notice. It shall be reasonable and sufficient notice to a director to
send notice by mail or overnight courier at least forty-eight hours or by
telegram at least twenty-four hours before the meeting addressed to him at his
usual or last known business or residence address or to give notice to him in
person or by telephone at least twenty-four hours before the meeting. Notice of
a meeting need not be given to any director if a written waiver of notice,
executed by him before or after the meeting, is filed with the records of the
meeting, or to any director who attends the meeting without protesting prior
thereto or at its commencement the lack of notice to him. Neither notice of a
meeting nor a waiver of a notice need specify the purposes of the meeting.

     3.9. Quorum. Except as may be otherwise provided by law, by the certificate
of incorporation or by these by-laws, at any meeting of the directors a majority
of the directors then in office shall constitute a quorum; a quorum shall not in
any case be less than one-third of the total number of directors constituting
the whole board. Any meeting may be adjourned from time to time by a majority of
the votes cast upon the question, whether or not a quorum is present, and the
meeting may be held as adjourned without further notice.

     3.10. Action by Vote. Except as may be otherwise provided by law, by the
certificate of incorporation or by these by-laws, when a quorum is present at
any meeting the vote of a majority of the directors present shall be the act of
the board of directors.

     3.11. Action Without a Meeting. Any action required or permitted to be
taken at any meeting of the board of directors or a committee thereof may be
taken without a meeting if all the members of the board or of such committee, as
the case may be, consent thereto in writing, and such writing or writings are
filed with the records of the meetings of the board or of such committee. Such
consent shall be treated for all purposes as the act of the board or of such
committee, as the case may be.

     3.12. Participation in Meetings by Conference Telephone. Members of the
board of directors, or any committee designated by such board, may participate
in a meeting of such board or committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other or by any other means permitted by law. Such
participation shall constitute presence in person at such meeting.

     3.13. Compensation. In the discretion of the board of directors, each
director may be paid such fees for his services as director and be reimbursed
for his reasonable expenses incurred in the performance of his duties as
director as the board of directors from time to time may determine. Nothing
contained in this section shall be construed to preclude any director from
serving the corporation in any other capacity and receiving reasonable
compensation therefor.

     3.14. Interested Directors and Officers.


                                      -5-



     (a) No contract or transaction between the corporation and one or more of
its directors or officers, or between the corporation and any other corporation,
partnership, association, or other organization in which one or more of the
corporation's directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the board or committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purpose, if:

          (1) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the board of directors
or the committee, and the board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or

          (2) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or

          (3) The contract or transaction is fair as to the corporation as of
the time it is authorized, approved or ratified, by the board of directors, a
committee thereof, or the stockholders.

     (b) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or of a committee
which authorizes the contract or transaction.

                         Section 4. OFFICERS AND AGENTS

     4.1. Enumeration; Qualification. The officers of the corporation shall be a
president, a treasurer, a secretary and such other officers, if any, as the
board of directors from time to time may in its discretion elect or appoint
including without limitation a chairman of the board, one or more vice
presidents and a controller. The corporation may also have such agents, if any,
as the board of directors from time to time may in its discretion choose. Any
officer may be but none need be a director or stockholder. Any two or more
offices may be held by the same person. Any officer may be required by the board
of directors to secure the faithful performance of his duties to the corporation
by giving bond in such amount and with sureties or otherwise as the board of
directors may determine.

     4.2. Powers. Subject to law, to the certificate of incorporation and to the
other provisions of these by-laws, each officer shall have, in addition to the
duties and powers herein set forth, such duties and powers as are commonly
incident to his office and such additional duties and powers as the board of
directors may from time to time designate.

     4.3. Election. The officers may be elected by the board of directors at
their first meeting following the annual meeting of the stockholders or at any
other time. At any time or from time to time the directors may delegate to any
officer their power to elect or appoint any other officer or any agents.

     4.4. Tenure. Each officer shall hold office until his respective successor
is chosen and qualified unless a shorter period shall have been specified by the
terms of his election or appointment, or in each case until he sooner dies,
resigns, is removed or becomes disqualified. Each agent shall retain his
authority at the pleasure of the directors, or the officer by whom he was
appointed or by the officer who then holds agent appointive power.


                                      -6-



     4.5. Chairman of the Board of Directors, President and Vice President. The
chairman of the board, if any, shall have such duties and powers as shall be
designated from time to time by the board of directors. Unless the board of
directors otherwise specifies, the chairman of the board, or if there is none
the chief executive officer, shall preside, or designate the person who shall
preside, at all meetings of the stockholders and of the board of directors.

     Unless the board of directors otherwise specifies, the president shall be
the chief executive officer and shall have direct charge of all business
operations of the corporation and, subject to the control of the directors,
shall have general charge and supervision of the business of the corporation.

     Any vice presidents shall have such duties and powers as shall be set forth
in these by-laws or as shall be designated from time to time by the board of
directors or by the president.

     4.6. Treasurer and Assistant Treasurers. Unless the board of directors
otherwise specifies, the treasurer shall be in charge of the corporation's funds
and valuable papers, and shall have such other duties and powers as may be
designated from time to time by the board of directors or by the president. If
no controller is elected, the treasurer shall, unless the board of directors
otherwise specifies, also have the duties and powers of the controller. Any
assistant treasurers shall have such duties and powers as shall be designated
from time to time by the board of directors, the president or the treasurer.

     4.7. Controller and Assistant Controllers. If a controller is elected, he
shall, unless the board of directors otherwise specifies, be in charge of its
books of account and accounting records, and of its accounting procedures. He
shall have such other duties and powers as may be designated from time to time
by the board of directors, the president or the treasurer. Any assistant
controller shall have such duties and powers as shall be designated from time to
time by the board of directors, the president, the treasurer or the controller.

     4.8. Secretary and Assistant Secretaries. The secretary shall record all
proceedings of the stockholders, of the board of directors and of committees of
the board of directors in a book or series of books to be kept therefor and
shall file therein all actions by written consent of stockholders or directors.
In the absence of the secretary from any meeting, an assistant secretary, or if
there be none or he is absent, a temporary secretary chosen at the meeting,
shall record the proceedings thereof. Unless a transfer agent has been appointed
the secretary shall keep or cause to be kept the stock and transfer records of
the corporation, which shall contain the names and record addresses of all
stockholders and the number of shares registered in the name of each
stockholder. He shall have such other duties and powers as may from time to time
be designated by the board of directors or the president. Any assistant
secretaries shall have such duties and powers as shall be designated from time
to time by the board of directors, the president or the secretary.


                                      -7-



                      Section 5. RESIGNATIONS AND REMOVALS

     5.1. Any director or officer may resign at any time by delivering his
resignation in writing to the chairman of the board, if any, the president, or
the secretary or to a meeting of the board of directors. Such resignation shall
be effective upon receipt unless specified to be effective at some other time,
and without in either case the necessity of its being accepted unless the
resignation shall so state. A director (including persons elected by
stockholders or directors to fill vacancies in the board) may be removed from
office with or without cause by the vote of the holders of a majority of the
issued and outstanding shares of the particular class or series entitled to vote
in the election of such director. The board of directors may at any time remove
any officer either with or without cause. The board of directors may at any time
terminate or modify the authority of any agent.

                              Section 6. VACANCIES

     6.1. If the office of the president or the treasurer or the secretary
becomes vacant, the directors may elect a successor by vote of a majority of the
directors then in office. If the office of any other officer becomes vacant, any
person or body empowered to elect or appoint that officer may choose a
successor. Each such successor shall hold office for the unexpired term, and in
the case of the president, the treasurer and the secretary until his successor
is chosen and qualified or in each case until he sooner dies, resigns, is
removed or becomes disqualified. Any vacancy of a directorship shall be filled
as specified in Section 3.4 of these by-laws.

                            Section 7. CAPITAL STOCK

     7.1. Stock Certificates. Each stockholder shall be entitled to a
certificate stating the number and the class and the designation of the series,
if any, of the shares held by him, in such form as shall, in conformity to law,
the certificate of incorporation and the by-laws, be prescribed from time to
time by the board of directors. Such certificate shall be signed by the chairman
or vice chairman of the board, or the president or a vice president and by the
treasurer or an assistant treasurer or by the secretary or an assistant
secretary. Any of or all the signatures on the certificate may be a facsimile.
In case an officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed on such certificate shall have ceased to be
such officer, transfer agent, or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such
officer, transfer agent, or registrar at the time of its issue.

     7.2. Loss of Certificates. In the case of the alleged theft, loss,
destruction or mutilation of a certificate of stock, a duplicate certificate may
be issued in place thereof, upon such terms, including receipt of a bond
sufficient to indemnify the corporation against any claim on account thereof, as
the board of directors may prescribe.

                     Section 8. TRANSFER OF SHARES OF STOCK

     8.1. Transfer on Books. Subject to the restrictions, if any, stated or
noted on the stock certificate, shares of stock may be transferred on the books
of the corporation by the surrender to the corporation or its transfer agent of
the certificate therefor properly endorsed or accompanied by a written
assignment and power of attorney properly executed, with necessary transfer
stamps affixed, and with such proof of the authenticity of signature as the
board of directors or the transfer agent of the corporation may reasonably
require. Except as may be otherwise required by law, by the certificate of


                                      -8-



incorporation or by these by-laws, the corporation shall be entitled to treat
the record holder of stock as shown on its books as the owner of such stock for
all purposes, including the payment of dividends and the right to receive notice
and to vote or to give any consent with respect thereto and to be held liable
for such calls and assessments, if any, as may lawfully be made thereon,
regardless of any transfer, pledge or other disposition of such stock until the
shares have been properly transferred on the books of the corporation.

     It shall be the duty of each stockholder to notify the corporation of his
post office address.

     8.2. Record Date. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the board of directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the board of directors, and which record date shall
not be more than sixty nor less than ten days before the date of such meeting.
If no such record date is fixed by the board of directors, the record date for
determining the stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the board of directors may fix a new record date for the adjourned meeting.

     In order that the corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the board of directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the board of directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the board of directors. If no
such record date has been fixed by the board of directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the board of directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation by delivery to its registered office in the state of incorporation
hand or certified or registered mail, return receipt requested, to its principal
place of business or to an officer or agent of the corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. If no
record date has been fixed by the board of directors and prior action by the
board of directors is required by applicable law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
board of directors adopts the resolution taking such prior action.

     In order that the corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or to exercise any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the board of directors may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be not
more than sixty days prior to such payment, exercise or other action. If no such
record date is fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.

                            Section 9. CORPORATE SEAL


                                      -9-



     9.1. Subject to alteration by the directors, the seal of the corporation
shall consist of a flat-faced circular die with the word "Delaware" and the name
of the corporation cut or engraved thereon, together with such other words,
dates or images as may be approved from time to time by the directors.

                         Section 10. EXECUTION OF PAPERS

     10.1. Except as the board of directors may generally or in particular cases
authorize the execution thereof in some other manner, all deeds, leases,
transfers, contracts, bonds, notes, checks, drafts or other obligations made,
accepted or endorsed by the corporation shall be signed by the chairman of the
board, if any, the president, a vice president or the treasurer.

                             Section 11. FISCAL YEAR

     11.1. The fiscal year of the corporation shall end on the 31st of December.

                             Section 12. AMENDMENTS

     12.1. These by-laws may be adopted, amended or repealed by vote of a
majority of the directors then in office or by vote of a majority of the stock
outstanding and entitled to vote. Any by-law, whether adopted, amended or
repealed by the stockholders or directors, may be amended or reinstated by the
stockholders or the directors.


                                      -10-

EX-3.54

                                                                    Exhibit 3.54

                            ARTICLES OF INCORPORATION

                                       OF

                                A1 LEASING, INC.

The undersigned subscriber to these Articles of Incorporation, natural person
competent to contract, hereby forms a corporation under the laws of the State of
Florida.

                           ARTICLE I - CORPORATE NAME

The name of the corporation is:

          A1 LEASING, Inc.

                              ARTICLE II - DURATION

This corporation is to have perpetual existence. Corporate existence shall
commence effective with the filing of these Articles with the Secretary of State
of Florida.

                              ARTICLE III - PURPOSE

The corporation is organized for the purpose of engaging in any activities or
business permitted under the laws of the United States, the State of Florida, or
any other state, country, territory, or nation.

                           ARTICLE IV - CAPITAL STOCK

The maximum number of shares with par value that this corporation is authorized
to have outstanding at any one time is 1,000 shares of the par value of one
dollar ($1.00) each.

                ARTICLE V - PRINCIPAL OFFICE AND MAILING ADDRESS

The principal office and mailing street address of this Corporation is:

                              c/o Alan S. Weinstein
                      235 South Maitland Avenue, Suite 209
                             Maitland, Florida 32751

                      ARTICLE VI - INITIAL REGISTERED AGENT

The name and street address of the Initial Registered Agent of this Corporation
is the same as the principal office and mailing address:



                                Alan S. Weinstein
                      235 South Maitland Avenue, Suite 209
                             Maitland, Florida 32751

                    ARTICLE VII - INITIAL BOARD OF DIRECTORS

This corporation shall have one (1) director initially. The number of directors
may be either increased or diminished from time to time by the By-Laws, but
shall never be less than one (1). The name and address of the initial director
of the corporation is follows:

                                Alan S. Weinstein
                      235 South Maitland Avenue, Suite 209
                             Maitland, Florida 32751

                          ARTICLE VIII - INCORPORATORS

The name and address of the incorporator to this Articles of Incorporation is:

                                Alan S. Weinstein
                      235 South Maitland Avenue, Suite 209
                             Maitland, Florida 32751

IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of
Incorporation this 18th day of September, 1996.


/s/ Alan S. Weinstein
- -------------------------------------


                                        2



            CERTIFICATE NAMING AGENT UPON WHOM PROCESS MAY BE SERVED

In compliance with Chapter 48.091, Florida Statutes, the following is submitted:

That A1 LEASING, INC., a corporation duly organized and existing under the laws
of the State of Florida, has named ALAN S. WEINSTEIN as its Registered Agent,
located at 235 South Maitland Avenue, Suite 209, Maitland, Florida 32751, as its
agent to accept service of process within Florida.

Having been named to accept service of process for the above-stated corporation,
at the place designated in this Certificate, I hereby accept to act in this
capacity and agree to comply with the provisions of all statutes relative to the
proper and complete performance of my duties, and I accept the duties and
obligations of Section 607.0505, Florida Statutes.


/s/ Alan S. Weinstein
- -------------------------------------
ALAN S. WEINSTEIN

EX-3.55

                                                                    Exhibit 3.55

                                     BYLAWS

                                       OF

                                 A1 LEASING INC.

                           adopted September 20, 1996

                                     BYLAWS
                                       OF

                                A1 LEASING, INC.

                                    ARTICLE 1
                                     OFFICES

          The principal office of the Corporation in the State of Florida shall
be located in Maitland, County of Orange. The Corporation may have such other
offices, either within or without the State of Florida, as the Board of
Directors may designate or as the business of the Corporation may require from
time to time.

                                   ARTICLE II
                                  SHAREHOLDERS

          SECTION 1. Annual Meeting. The annual meeting of the shareholders
shall be held on the 7th day in the month of June in each year, beginning with
the year 1997, at the hour of 11:00 o'clock a.m., for the purpose of electing
Directors and for the transaction of such other business as may come before the
meeting. If the day fixed for the annual meeting shall be a legal holiday in the
State of Florida, such meeting shall be held on the next succeeding business
day. If the election of Directors shall not be held on the day designated herein
for any annual meeting of the shareholders, or at any adjournment thereof, the
Board of Directors shall cause the election to be held at a special meeting of
the shareholders as soon thereafter as conveniently may be.

          SECTION 2. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the President or by the Board of Directors, and shall be called by the
President at the request of the holders of not less than fifty percent (50%) of
all the outstanding shares of the Corporation entitled to vote at the meeting.

          SECTION 3. Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Florida, unless otherwise
prescribed by statute, as the place of meeting for any annual meeting or for any
special meeting. A waiver of notice signed by all shareholders entitled to vote
at a meeting may designate any place, either within or without the State of
Florida, unless otherwise prescribed by statute, as the place for the holding of
such meeting. If no designation is made, the place of meeting shall be the
principal office of the Corporation.

          SECTION 4. Notice of Meeting. Written notice stating the place, day
and hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall unless otherwise prescribed by
statute, be delivered not less than (10) ten or more than (30) thirty days
before the date of the meeting, to each shareholder of record entitled to vote
at such meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States Mail, addressed to the shareholder at his address
as it appears on the stock transfer books of the Corporation, with postage
thereon prepaid.

          SECTION 5. Closing of Transfer Books or Fixing of Record. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors of the
Corporation may provide that the stock transfer books shall be closed for a
stated period, but not to exceed in any case fifty (50) days. If the stock
transfer books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of share-holders, such books shall
be closed for at least (20) twenty days immediately preceding such meeting. In
lieu of closing the stock transfer books, the Board of Directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than (70) seventy days and, in case of a
meeting of shareholders, not less than (30) thirty days, prior to the date on
which the particular action requiring such determination of shareholders is to
be taken. If the stock transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice of or to vote at a
meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.

          SECTION 6. Voting Lists. The officer or agent having charge of the
stock transfer books for shares of the corporation shall make a complete list of
the shareholders entitled to vote at each meeting of shareholders or any
adjournment thereof, arranged in alphabetical order, with the address of and the
number of shares held by each. Such list shall be produced and kept open at the
time and place of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting for the purposes thereof.

          SECTION 7. Quorum. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a majority of the
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally noticed. The shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to leave less than a quorum.

          SECTION 8. Proxies. At all meetings of shareholders, a shareholder may
vote in person or by proxy executed in writing by the shareholder or by his duly
authorized attorney-in-fact. Such proxy shall be filed with the secretary of the
Corporation before or at the time of the meeting. A meeting of the Board of
Directors may be had by means of a telephone conference or similar
communications equipment by which all persons participating in the meeting can
hear each other, and participation in a meeting under such circumstances shall
constitute presence at the meeting.

          SECTION 9. Voting of Shares. Each outstanding share entitled to vote
shall be entitled to one vote upon each matter submitted to a vote at a meeting
of shareholders.


                                        3

          SECTION 10. Voting of Shares by Certain Holder. Shares standing in the
name of another corporation may be voted by such officer, agent or proxy as the
Bylaws of such corporation may prescribe or, in the absence of such provision,
as the Board of Directors of such corporation may determine.

          Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.

          Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name, if authority so to do
be contained in an appropriate order of the court by which such receiver was
appointed.

          A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

          Shares of its own stock belonging to the Corporation shall not be
voted, directly or indirectly, at any meeting, and shall not be counted in
determining the total number of outstanding shares at any given time.

          SECTION 11. Informal Action by Shareholders. Unless otherwise provided
by law, any action required to be taken at a meeting of the shareholders, or any
other action which may be taken at a meeting of the shareholders, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the shareholders entitled to vote with respect to the
subject matter thereof.

                                   ARTICLE III
                               BOARD OF DIRECTORS

          SECTION 1. General Powers. The business and affairs of the Corporation
shall be managed by its Board of Directors.

          SECTION 2. Number, Tenure and Qualifications. The number of directors
of the Corporation shall be fixed by the Board of Directors, but in no event
shall be less than (_____). Each director shall hold office until the next
annual meeting of shareholders and until his successor shall have been elected
and qualified.

          SECTION 3. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this By-Law immediately after,
and at the same place as, the annual meeting of shareholders. The Board of
Directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than such resolution.


                                        4

          SECTION 4. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the President or any two
directors. The person or persons authorized to call special meetings of the
Board of Directors may fix the place for holding any special meeting of the
Board of Directors called by them.

          SECTION 5. Notice. Notice of any special meeting shall be given at
least one (1) day previous thereto by written notice delivered personally or
mailed to each director at his business address, or by telegram. If mailed, such
notice shall be deemed to be delivered when deposited in the United States Mail
so addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. Any directors may waive notice of any meeting. The attendance
of a director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened.

          SECTION 6. Quorum. A majority of the number of directors fixed by
Section 2 of this Article III shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.

          SECTION 7. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.

          SECTION 8. Action Without a Meeting. Any action that may be taken by
the Board of Directors at a meeting may be taken without a meeting if a consent
in writing, setting forth the action so to be taken, shall be signed before such
action by all of the directors.

          SECTION 9. Vacancies. Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the Board of Directors, unless otherwise provided
by law. A director elected to fill a vacancy shall be elected for the unexpired
term of his predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election by the Board of
Directors for a term of office continuing only until the next election of
directors by the shareholders.

          SECTION 10. Compensation. By resolution of the Board of Directors,
each director may be paid his expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a stated salary as director or a fixed
sum for attendance at each meeting of the Board of Directors or both. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.

          SECTION 11. Presumption of Assent. A director of the Corporation who
is present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action taken
unless his dissent shall be entered in the minutes of the meeting or unless he
shall file his written dissent to such action with the person acting as the
Secretary of the meeting before the adjournment thereof, or shall forward such
dissent by registered mail to the Secretary of the Corporation immediately after
the adjournment


                                        5

of the meeting. Such right to dissent shall not apply to a director who voted in
favor of such action.

                                   ARTICLE IV
                                    OFFICERS

          SECTION 1. Number. The officers of the Corporation shall be a
President, one or more Vice Presidents, a Secretary and a Treasurer, each of
whom shall be elected by the Board of Directors. Such other officers and
assistant officers as may be deemed necessary may be elected or appointed by the
Board of Directors, including a Chairman of the Board. In its discretion, the
Board of Directors may leave unfilled for any such period as it may determine
any office except those of President and Secretary. Any two or more offices may
be held by the same person, except for the offices of President and Secretary
which may not be held by the same person. Officers may be directors or
shareholders of the Corporation.

          SECTION 2. Election and Term of Office. The officers of the
Corporation to be elected by the Board of Directors shall be elected annually by
the Board of Directors at the first meeting of the Board of Directors held after
each annual meeting of the shareholders. If the election of officers shall not
be held at such meeting, such election shall be held as soon thereafter as
conveniently may be. Each officer shall hold office until his successor shall
have been duly elected and shall have qualified, or until his death, or until he
shall resign or shall have been removed in the manner hereinafter provided.

          SECTION 3. Removal. Any officer or agent may be removed by the Board
of Directors whenever, in its judgement, the best interests of the Corporation
will be served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Election or appointment of an
officer or agent shall not of itself create contract rights, and such
appointment shall be terminable at will.

          SECTION 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.

          SECTION 5. President. The President shall be the principal executive
officer of the Corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the Corporation. He shall, when present, preside at all meetings of
the shareholders and of the Board of Directors, unless there is a Chairman of
the Board, in which case the Chairman shall preside. He may sign, with the
Secretary or any other proper officer of the Corporation thereunto authorized by
the Board of Directors, certificates for shares of the Corporation, any deeds,
mortgages, bonds, contracts, or other instruments which the Board of Directors
has authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
Bylaws to some other officer or agent of the Corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.


                                        6

          SECTION 6. Vice President. In the absence of the President or in event
of his death, inability or refusal to act, the Vice President shall perform the
duties of the President, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the President. The Vice President shall
perform such other duties as from time to time may be assigned to him by the
President or by the Board of Directors. If there is more than one Vice
President, each Vice President shall succeed to the duties of the President in
order of rank as determined by the Board of Directors. If no such rank has been
determined, then each Vice President shall succeed to the duties of the
President in order of date of election, the earliest date having the first rank.

          SECTION 7. Secretary. The Secretary shall: (a) keep the minutes of the
proceedings of the shareholders and of the Board of Directors in one or more
minute books provided for that purpose; (b) see that all notices are duly given
in accordance with the provisions of these Bylaws or as required by law; (c) be
custodian of the corporate records and of the seal of the Corporation and see
that the seal of the Corporation is affixed to all documents, the execution of
which on behalf of the Corporation under its seal is duly authorized; (d) keep a
register of the post office address of each shareholder which shall be furnished
to the Secretary by such shareholder; (e) sign with the President certificates
for shares of the Corporation, the issuance of which shall have been authorized
by resolution of the Board of Directors; (f) have general charge of the stock
transfer books of the Corporation; and (g) in general perform all duties
incident to the office of the Secretary and such other duties as from time to
time may be assigned to him by the President or by the Board of Directors.

          SECTION 8. Treasurer. The Treasurer shall: (a) have charge and custody
of and be responsible for all funds and securities of the Corporation; (b)
receive and give receipts for moneys due and payable to the Corporation from any
source what-soever, and deposit all such moneys in the name of the Corporation
in such banks, trust companies or other depositories as shall be selected in
accordance with the provisions of Article VI of these Bylaws; and (c) in general
perform all of the duties incident to the office of Treasurer and such other
duties as from time to time may be assigned to him by the President or by the
Board of Directors. If required by the Board of Directors, the Treasurer shall
give a bond for the faithful discharge of his duties in such sum and with such
sureties as the Board of Directors shall determine.

          SECTION 9. Salaries. The salaries of the officers shall be fixed from
time to time by the Board of Directors, and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
Corporation.


                                        7

                                    ARTICLE V
                                    INDEMNITY

          The Corporation shall indemnify its directors, officers and employees
as follows:

          (a) Every director, officer, or employee of the Corporation shall be
          indemnified by the Corporation against all expenses and liabilities,
          including counsel fees, reasonably incurred by or imposed upon him in
          connection with any proceeding to which he may be made a party, or in
          which he may become involved, by reason of his being or having been a
          director, officer, employee or agent of the Corporation or is or was
          serving at the request of the Corporation as a director, officer,
          employee or agent of the corporation, partnership, joint venture,
          trust or enterprise, or any settlement thereof, whether or not he is a
          director, officer, employee or agent at the time such expenses are
          incurred, except in such cases wherein the director, officer, or
          employee is adjudged guilty of willful misfeasance or malfeasance in
          the performance of his duties; provided that in the event of a
          settlement the indemnification herein shall apply only when the Board
          of Directors approves such settlement and reimbursement as being for
          the best interests of the Corporation.

          (b) The Corporation shall provide to any person who is or was a
          director, officer, employee, or agent of the Corporation or is or was
          serving at the request of the Corporation as a director, officer,
          employee or agent of the corporation, partnership, joint venture,
          trust or enterprise, the indemnity against expenses of suit,
          litigation or other proceedings which is specifically permissible
          under applicable law.

          (c) The Board of Directors may, in its discretion, direct the purchase
          of liability insurance by way of implementing the provisions of this
          Article V.

                                   ARTICLE VI
                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

          SECTION 1. Contracts. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.

          SECTION 2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.

          SECTION 3. Checks, Drafts, etc. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation, shall be signed by such officer or officers, agent or
agents of the Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.


                                        8

          SECTION 4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board of Directors
may select.

                                   ARTICLE VII
                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

          SECTION 1. Certificates for Shares. Certificates representing shares
of the Corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President and by the
Secretary or by such other officers authorized by law and by the Board of
Directors so to do, and sealed with the corporate seal. All certificates for
shares shall be consecutively numbered or otherwise identified. The name and
address of the person to whom the shares represented thereby are issued, with
the number of shares and date of issue, shall be entered on the stock transfer
books of the Corporation. All certificates surrendered to the Corporation for
transfer shall be cancelled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been surrendered and
cancelled, except that in case of a lost, destroyed or mutilated certificate, a
new one may be issued therefor upon such terms and indemnity to the Corporation
as the Board of Directors may prescribe.

          SECTION 2. Transfer of Shares. Transfer of shares of the Corporation
shall be made only on the stock transfer books of the Corporation by the holder
of record thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary of the Corporation,
and on surrender for cancellation of the certificate for such shares. The person
in whose name shares stand on the books of the Corporation shall be deemed by
the Corporation to be the owner thereof for all purposes. Provided, however,
that upon any action undertaken by the shareholders to elect S Corporation
status pursuant to Section 1362 of the Internal Revenue Code and upon any
shareholders agreement thereto restricting the transfer of said shares so as to
disqualify said S Corporation status, said restriction on transfer shall be made
a part of the bylaws so long as said agreement is in force and effect.

                                  ARTICLE VIII
                                   FISCAL YEAR

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

                                   ARTICLE IX
                                    DIVIDENDS

          The Board of Directors may from time to time declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law and its Articles of Incorporation.


                                        9

                                    ARTICLE X
                                 CORPORATE SEAL

          The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the Corporation
and the state of incorporation and the words, "Corporate Seal".

                                   ARTICLE XI
                                WAIVER OF NOTICE

          Unless otherwise provided by law, whenever any notice is required to
be given to any shareholder or director of the Corporation under the provisions
of these Bylaws or under the provisions of the Articles of Incorporation or
under the provisions of the applicable Business Corporation Act, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.

                                   ARTICLE XII
                                   AMENDMENTS

          These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the Board of Directors at any regular or special meeting of the Board
of Directors.

          The above Bylaws are certified to have been adopted by the Board of
Directors of the Corporation on the 20th day of September, 1995.


                                        /s/  Alan S. Weinstein
                                        ----------------------------------------
                                        Secretary


                                       10

EX-3.56

                                                                    Exhibit 3.56

                            CERTIFICATE OF FORMATION

                                       OF

                              AMR BROCKTON, L.L.C.

      The undersigned desires to form a limited liability company pursuant to
the provisions of the Delaware Limited Liability Company Act, 6 Del C. Section
18-101 et seq., and hereby states as follows:

                                   ARTICLE I

      The name of the limited liability company is AMR BROCKTON, L.L.C.
(hereinafter referred to as the "Company").

                                   ARTICLE II

      The Company's registered office in Delaware is located at 1209 Orange
Street, Wilmington, Delaware 19801. The name of its registered agent for service
of process at that address is Corporation Trust Company.

                                  ARTICLE III

      The name of the member of the Company (the "Member") is American Medical
Response of Massachusetts, Inc. The business address of the Member is c/o
American Medical Response, Inc., 2821 South Parker Road, 10th Floor, Aurora,
Colorado 80014.

      IN WITNESS OF THE FOREGOING, the undersigned has duly executed this
Certificate of Formation this 31st day of January, 2000.

                                       MEMBER:

                                       AMERICAN MEDICAL RESPONSE OF
                                       MASSACHUSETTS, INC., a Massachusetts
                                       corporation

                                       By: /s/ Joshua T. Gaines
                                           ------------------------------
                                           Name: Joshua T. Gaines
                                           Title: Vice President

(SEAL)

EX-3.57

                                                                    Exhibit 3.57

                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                              AMR BROCKTON, L.L.C.

     THIS LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of AMR
BROCKTON, L.L.C. (the "Company") is entered into as of February 4, 2000 by
AMERICAN MEDICAL RESPONSE OF MASSACHUSETTS, INC., a Massachusetts corporation
having a place of business at c/o American Medical Response, Inc., 2821 S.
Parker Road, 10th Floor, Aurora, Colorado 80014 (the "Member").

     WHEREAS, the Member wishes to form a limited liability company pursuant to
and in accordance with the Delaware Limited Liability Company Act in order to
conduct the business described herein.

     NOW, THEREFORE, the Member agrees as follows:

                                    ARTICLE 1
                              FORMATION AND PURPOSE

     1.1 Formation, etc. The undersigned hereby forms a limited liability
company pursuant to the provisions of the Limited Liability Company Act of the
State of Delaware, 6 Del. C. Sections 18-101 through 18-1109, as amended from
time to time (the "Act"), and the rights and liabilities of the Member shall be
as provided in the Act, except as herein otherwise expressly provided. Upon the
filing with the Secretary of State of the State of Delaware of the Certificate
of Formation (the "Certificate") of the Company, the Member shall be admitted as
a member of the Company and shall acquire a limited liability company interest
in the Company.

     1.2 Name. The name of the Company is AMR Brockton, L.L.C. The business of
the Company may be conducted under that name or, upon compliance with applicable
laws, any other name that the Member deems appropriate or advisable.

     1.3 Registered Office/Agent. The registered office required to be
maintained by the Company in the State of Delaware pursuant to the Act shall
initially be c/o Corporation Trust Company, 1209 Orange Street, Wilmington,
Delaware 19801. The name and address of the registered agent of the Company
pursuant to the Act shall initially be Corporation Trust Company, 1209 Orange
Street, Wilmington, Delaware 19801. The Company may, upon compliance with the
applicable provisions of the Act, change its registered office or registered
agent from time to time in the discretion of the Member.

     1.4 Term. The term of the Company shall continue until the Company is
dissolved as provided in Article 7.

     1.5 Purpose. The purpose of the Company is to acquire, hold, maintain,
develop, improve, operate, sell, lease, finance, dispose of, invest in, or
otherwise deal with certain real



property located in Brockton, Plymouth County, Massachusetts known as and
numbered 45 Industrial Boulevard, and all personal property used or useful in
connection therewith (collectively, the "Property"), and to exercise (i) all
rights, powers and privileges and other incidents of ownership with respect to
the Property, and (ii) all powers enumerated in the Act necessary or convenient
to the conduct, promotion or attainment of the business or purposes otherwise
set forth herein.

     1.6 Specific Powers. Without limiting the generality of Section 1.5, the
Company shall have all power and authority granted pursuant to the Act to take
any and all actions necessary, appropriate, proper, advisable, incidental or
convenient to or for the furtherance of the purpose set forth in Section 1.5,
including, but not limited to, the power:

          1.6.1 to conduct its business, carry on its operations and have and
     exercise the powers granted to a limited liability company by the Act in
     any jurisdiction, whether domestic or foreign, that may be necessary,
     convenient or incidental to the accomplishment of the purpose of the
     Company;

          1.6.2 to negotiate, enter into, renegotiate, extend, renew, terminate,
     modify, amend, waive, perform and carry out contracts, in connection with,
     convenient to, or incidental to the accomplishment of the purpose of the
     Company;

          1.6.3 issue guaranties and indemnities;

          1.6.4 invest its liquid assets in short-term money market instruments
     and certificates of deposit;

          1.6.5 maintain one or more offices, rent space, engage and retain
     personnel and agents;

          1.6.6 acquire, hold and dispose of interests (whether by the making of
     investments or otherwise and on such terms and conditions as the Member may
     determine) in other entities, including as a partner of a partnership, a
     member of a limited liability company and a stockholder of a corporation;

          1.6.7 to borrow money and issue evidences of indebtedness and to
     secure the same by a mortgage, pledge or other lien on the assets of the
     Company;

          1.6.8 to appoint agents and representatives of the Company and define
     their duties; and

          1.6.9 to make, execute, acknowledge and file any and all documents or
     instruments necessary, convenient or incidental to the accomplishment of
     the purpose of the Company.

     1.7 Certificate. Dennis W. Dreyer and Joshua T. Gaines are designated as
authorized persons within the meaning of the Act to execute, deliver and file
the Certificate, and Dennis W. Dreyer and Joshua T. Gaines are designated as
authorized persons, within the meaning of the Act, to execute, deliver and file
any amendments or restatements of the Certificate and any other


                                       2



certificates necessary for the Company to qualify to do business in a
jurisdiction in which the Company may wish to conduct business.

     1.8 Foreign Qualification. The Member shall take all necessary actions to
cause the Company to be authorized to conduct business legally in appropriate
foreign jurisdictions.

                                    ARTICLE 2
                      CAPITAL CONTRIBUTIONS; MEMBERS, ETC.

     2.1 Capital Contributions. The Member may make capital contributions to the
Company for such purposes, at such times and in such amounts as shall be
determined by such Member; provided, however, that the Member shall not be
obligated to make any capital contributions in addition to any capital
contributions being made in connection with the formation of the Company.

     2.2 Limited Liability. The debts, obligations and liabilities of the
Company, whether arising in contract, tort or otherwise, shall be solely the
debts, obligations and liabilities of the Company, and the Member shall not be
obligated personally for any such debt, obligation or liability of the Company
by reason of being a member of the Company. All persons or entities dealing with
the Company shall look solely to the assets of the Company for the payment of
the debts, obligations or liabilities of the Company. Notwithstanding the
provisions of this Section 2.2, as provided in Section 18-303 of the Act, the
Member may in a separate agreement obligate itself to pay or perform all or any
specified portion of the debts, obligations or liabilities of the Company.

     2.3 Admission of Additional Members. No additional members to the Company
shall be admitted without amending this Agreement by a writing duly executed by
the Member, which amendment shall reflect, among other things, the admission of
such additional members.

                                    ARTICLE 3
                   CAPITAL ACCOUNT; ALLOCATIONS; DISTRIBUTIONS

     3.1 Capital Account. The Company shall maintain a capital account for the
Member. The capital account shall be increased by all capital contributions made
by the Member and all profits allocated to the Member and be decreased by all
distributions to the Member and by all losses allocated to the Member.

     3.2 Allocations. All of the Company's profits and losses shall be allocated
to the Member.

     3.3 Distributions. The amount and timing of all distributions shall be
determined by the Member. Distributions may be made in cash, securities or other
property.

     3.4 Withholding. The Member hereby authorizes the Company to withhold and
pay over any withholding or other taxes payable by the Company.

     3.5 Taxation. It is the intent of the Member that, since the Company has a
single owner, the Company shall be disregarded as an entity separate from its
Member for federal tax


                                       3



purposes pursuant to Section 7701 of the Code and the Treasury Regulations
promulgated thereunder.

                                    ARTICLE 4
                                   MANAGEMENT

     4.1 Management. The management of the Company shall be vested in its
Manager who shall also be its Member until such time as the Member appoints
another person to serve as Manager. The Manager, acting through its duly
authorized agents, is authorized and empowered on behalf and in the name of the
Company to perform all acts and engage in all activities and transactions which
it may in its sole discretion deem necessary or advisable in order to cause the
Company to carry out its purpose and exercise the powers granted to the Company
hereunder and under the Act. The Manager is an agent of the Company and the
actions of the Manager in such capacity shall be binding on the Company without
liability to the Manager.

     4.2 Agents. The Manager by written instrument signed by the Manager shall
have the power to appoint agents to act for the Company with such titles as the
person or entity making the appointment deems appropriate and to delegate to
such agents such of the powers as are held by the Manager hereunder as the
Manager may determine; provided, however, that no such appointment or delegation
shall cause the Person so appointed or delegated to be deemed a "manager" within
the meaning of the Act. Any person appointed as an agent of the Company with a
title customarily held by an officer of a corporation shall have the same power
and authority to act on behalf of the Company as an officer holding the same
title would customarily have in a corporation organized under the laws of
Delaware; provided, however, that unless such power is specifically delegated to
the agent in question either for a specific transaction or generally, no such
agent shall have the power to lease or acquire real property, to borrow money,
to issue notes, debentures, securities, equity or other interests of or in the
Company, to make investments in (other than the investment of surplus cash in
the ordinary course of business) or to acquire securities of any person, to give
guarantees or indemnities, to merge, liquidate or dissolve the Company or to
sell or lease all or any substantial portion of the assets of the Company. The
Manager by written instrument signed by the Manager may, in the sole discretion
of the Manager, ratify any act previously taken by an agent acting on behalf of
the Company.

     4.3 Reliance by Third Parties. Any person or entity dealing with the
Company or the Manager may rely upon a certificate signed by the Manager as to:
(a) the persons who or entities which are authorized to executed and deliver any
instrument or document of or on behalf of the Company; (b) the persons who or
entities which are authorized to take any action or refrain from taking any
action as to any matter whatsoever involving the Company.

                                    ARTICLE 5
                              TRANSFER OF INTERESTS

     The Member may sell, assign, pledge, encumber, dispose of or otherwise
transfer all or any part of the economic or other rights that comprise the
Member's interest in the Company. A transferee shall have the right to be
substituted for the Member under this Agreement only if the Member so provides
in the document of transfer. The Member shall not resign or withdraw from


                                       4



the Company unless the Member shall have transferred all of the Member's
interest in the Company and the transferee shall have become a member of the
Company. None of the events described in Section 18-304 of the Act shall cause
the Member to cease to be a member of the Company.

                                    ARTICLE 6
                             AMENDMENTS TO AGREEMENT

     This Agreement may be amended or modified by the Member by a writing
executed by the Member. The Member shall cause to be prepared and filed any
amendment to the Certificate that may be required to be filed under the Act as a
consequence of any such amendment or modification.

                                    ARTICLE 7
                             DISSOLUTION OF COMPANY

     7.1 Events of Dissolution or Liquidation. The Company shall be dissolved
upon: (a) the written determination of the Member or (b) the entry of a decree
of judicial dissolution under Section 18-802 of the Act.

     7.2 Liquidation. There shall be made, as promptly as is practicable after
termination of the business of the Company, a final allocation pursuant to
Section 3.2 as of the date of such termination, and a distribution of the assets
of the Company as follows: first, to creditors of the Company, including the
Member if a creditor to the extent permitted by law, in satisfaction of
liabilities of the Company (whether by payment thereof or the making of
reasonable provision for payment thereof) other than liabilities for which
reasonable provision for payment has been made; and then, to the Member.

                                    ARTICLE 8
                                  MISCELLANEOUS

     8.1 General. This Agreement: (a) shall be binding upon the legal successors
of the Member; (b) shall be governed by and construed in accordance with the
laws of the State of Delaware; and (c) contains the entire agreement as to the
subject matter hereof.

     8.2 Headings. The headings used in this Agreement are used for
administrative convenience only and do not constitute substantive matter to be
considered in construing the terms of this Agreement.

     8.3 No Third Party Rights. Except as provided in Section 4.3, the
provisions of this Agreement are for the benefit of the Company, the Member and
permitted assignees and no other person or entity, including creditors of the
Company, shall have any right or claim against the Company or the Member by
reason of this Agreement or any provision hereof or be entitled to enforce any
provision of this Agreement.


                                       5



                                    ARTICLE 9
         PROVISIONS RELATING TO SINGLE PURPOSE BANKRUPTCY REMOTE ENTITY

     Notwithstanding any other provision of this Agreement, for so long as the
loan secured by that certain mortgage lien (the "First Mortgage") in favor of La
Salle National Bank, as Trustee for GS Mortgage Securities Corporation II
Commercial Mortgage Pass-Through Certificate Series 1999-C1, or its successors
and assigns who may from time to time be holders of the note secured by the
First Mortgage, is outstanding, the following terms and provisions shall be
effective and take precedence over any conflicting provisions of this Agreement:

     9.1 Certain Prohibited Activities.

          9.1.1 the Company shall only incur indebtedness in an amount necessary
     to acquire, operate, maintain and replace the Property;

          9.1.2. the Company shall not incur, assume, or guaranty any other
     indebtedness, other than trade and operational debt incurred in the
     ordinary course of business with trade creditors and in amounts as are
     normal and reasonable under the circumstances;

          9.1.3 the Company shall not, except as may be permitted by the terms
     and provisions of the First Mortgage, (i) dissolve or liquidate, or
     consolidate or merge with or into any other entity, (ii) convey or transfer
     its properties and assets substantially as an entirety, or (iii) transfer
     any of its membership interests to any entity other than an Affiliate (as
     defined in Section 9.3); and

          9.1.4 no material amendment to the articles of organization or the
     operating agreement of the Company may be made without first obtaining the
     approval of the mortgagee then holding the First Mortgage.

     9.2 Subordination of Indemnification Rights. Any indemnification of the
Company's Member shall be fully subordinated to the First Mortgage, and such
indemnification shall not constitute a claim against the Company in the event
that cash flow in excess of amounts necessary to pay the holder of the First
Mortgage is insufficient to pay such obligations.

     9.3 Separateness Covenants. In order to preserve and ensure its separate
and distinct identity, in addition to the other provisions set forth in this
Agreement, the Company shall conduct its affairs in accordance with the
following provisions:

          9.3.1 The Company shall allocate fairly and reasonably any overhead
     for office space shared with the Member or any Affiliate (as hereinafter
     defined).

          9.3.2 The Company shall maintain books and records of account separate
     from those of the Member and Affiliates.

          9.3.3 The Company shall observe all limited liability company
     formalities.

          9.3.4 The Company shall not commingle assets with those of the Member
     or any Affiliate.


                                       6



          9.3.5 The Company shall conduct its own business in its own name.

          9.3.6 The Company shall maintain financial statements separate from
     those of the Member and Affiliates.

          9.3.7 The Company shall pay any liabilities out of its own funds,
     including salaries of any employees, not funds of the Member or any
     Affiliate.

          9.3.8 The Company shall maintain an arm's length relationship with the
     Member and Affiliates.

          9.3.9 The Company shall not guaranty or become obligated for the debts
     of any other entity, including the Member or any Affiliate, or hold out its
     credit as being available to satisfy the obligations of any other entity
     (provided, however, that the foregoing shall not prevent the Company from
     being and holding itself responsible for expenses incurred or obligations
     undertaken by the property manager of the Property, if any, in respect of
     its duties regarding the Property).

          9.3.10 The Company shall use stationary, invoices and checks separate
     from the Member and Affiliates.

          9.3.11 The Company shall not pledge its assets for the benefit of any
     other entity, including the Member or any Affiliate.

          9.3.12 The Company shall hold itself out as an entity separate from
     any Member or affiliate.

     For purposes of this Article 9, the following terms shall have the
following respective meanings:

     "Affiliate" (or "Affiliates") shall mean any Person controlling, controlled
by, or under common control with, the Company. For purposes of this definition,
"control" when used with respect to any specified Person, means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract, or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

     "Person" shall mean any individual, corporation, partnership, limited
liability company, joint venture, association, joint stock company, trust
(including any beneficiary thereof), unincorporated organization, or government
or agency or political subdivision thereof.

     IN WITNESS WHEREOF, the Member has executed this Agreement as of the day
and year first set forth above.


                                       7



                                        AMERICAN MEDICAL RESPONSE OF
                                        MASSACHUSETTS, INC., a Massachusetts
                                        corporation


                                        By: /s/ [Joshua T. Gaines]
                                        ----------------------------------------
                                        Name: Joshua T. Gaines
                                        Title: Vice President


                                       8

EX-3.58

                                                                    Exhibit 3.58

CERTIFICATE OF INCORPORATION
OF
AMB-U-CHAIR Coaches, Inc.

Under Section 402 of the Business Corporation Law.

IT IS HEREBY CERTIFIED THAT:

1. The name of the proposed corporation is AMB-U-CHAIR Coaches, Inc.

2. The purpose or purposes for which this corporation is formed are as follows,
to wit:

A. To engage in, conduct, and carry on, in all its various branches the business
of ambulance service and the business of transport of medically handicapped or
otherwise disabled persons for itself or for others for hire by means of
ambulances, invalid coaches and vehicles of every kind and nature and
description.

B. To build, construct, lease or otherwise acquire, maintain, own, utilize and
operate buildings, storage houses, and garages for the storing, repairing,
caring for and keeping for hire therein ambulances, invalid coaches and vehicles
of every nature, kind and description.

C. To buy, sell, lease (either as lessee or lessor) or in any other manner
acquire, sell, use, operate, rent, hire, furnish and grant the use of and
generally deal in medical supplies, hospital supplies and equipment, and deal
with hospitals, nursing homes , doctors, surgeons and all other users.

D. To invest its funds in, and to purchase or otherwise acquire and deal in
corporate stocks, bonds, debentures, notes, evidences of indebtedness and other
securities issued or created by others.

E. To buy or otherwise acquire, hold, own, sell, assign, transfer, make loans
upon, mortgage, pledge, exchange, invest in, deal in, issue, draw, make, accept,
endorse, execute, guarantee, agree to repurchase, have discounted, rediscount or
otherwise dispose of open accounts receivable, promissory notes, acceptances,
finance bills, conditional sales contracts, liens, leases, mortgages, warehouse
and trust receipts, bills of lading, warrants, stocks, bonds, securities and
other negotiable or transferrable instruments, evidences of indebtedness, and
contracts, including personal property and choses in action of any and every
kind, nature and description, either with or without recourse, in furtherance of
its corporate business.

F. To improve, manage, develop, sell, assign, transfer, lease, mortgage, pledge
or otherwise dispose of or turn to account or deal with all or any part of the
property of the Corporation and from time to time to vary any investment or
employment of capital of the Corporation.

G. To borrow money, and to make and issue notes, bonds, debentures, obligations
and evidence of indebtedness of all kinds, whether secured by mortgage, pledge
or otherwise,



without limit as to amount, and to secure the same by mortgage, pledge or
otherwise; and generally to make and perform agreements and contracts of every
kind and description, to the same extent as a natural person might or could do.

H. To purchase or otherwise acquire and to hold, own, maintain, work, develop,
sell, lease, exchange, hire, convey, mortgage or otherwise dispose of and deal
in lands and leaseholds and any interest, estate and rights in real property,
and any personal or mixed property, and any franchise, rights, licenses or
privileges necessary, convenient or appropriate for any of the purposes herein
expressed.

I. To do all and every thing necessary, suitable and proper for the
accomplishment of any of the purposes of the attainment of any of the objects or
the furtherance of any of the powers hereinbefore set forth, either alone or in
association with other corporations, firms or individuals, and to do every other
act or acts, thing or things incidental or appurtenant to or growing out of or
connected with the aforesaid business or powers or any part or parts thereof,
provided the same is not inconsistent with the laws under which this Corporation
is organized.

J. To acquire by purchase, subscription or otherwise, and to hold for investment
or otherwise and to use, sell, assign, transfer, mortgage, pledge or otherwise
deal with or dispose of stocks, bonds or other obligations or securities of any
corporation or corporations; to merge or consolidate with any corporation in
such manner as may be permitted by law; to aid in any manner any corporation
whose stocks, bonds or other obligations are held or in any manner guaranteed by
this Corporation, or in which this Corporation is in any way interested; and to
do all other acts or things for the preservation, protection, improvement or
enhancement of the value of any such stocks, bonds or other obligations, and
while owner of any such stocks, bonds or other obligations, to exercise all the
rights, powers and privileges of ownership thereof, and to exercise any and all
voting powers thereon; to guarantee the payment of dividends upon any stock or
the principal or interest or both, of any bonds or other obligations and the
performance of any contracts in furtherance of its corporate business.

K. Except as may otherwise be specifically provided in this Certificate of
Incorporation, no provision of this Certificate of Incorporation is intended by
the Corporation to be construed as limiting, prohibiting, denying or abrogating
any of the general or specific powers or rights conferred under the Business
Corporation Law upon the Corporation, upon its shareholders, bondholders and
security holders and upon its directors, officers and other corporate personnel.
The Corporation, in furtherance of its corporate purposes above set forth, shall
have all of the powers enumerated in Section 202 of the Business Corporation
Law, subject to any limitations provided in the Business Corporation Law or any
statute of the State of New York.

Section I

No holder of shares of the Corporation shall be entitled to subscribe for,
purchase or otherwise acquire any shares of the Corporation which the
Corporation proposes to grant for the purchase of shares of any class of the
Corporation or for the purchase of any shares, bonds, securities or obligations
of the corporation which are convertible into or exchangeable for, or which
carry any rights to subscribe for, purchase or otherwise acquire shares of any
Class of the Corporation; and


                                        2



any and all of such shares, bonds, securities or obligations of the Corporation,
whether now or hereafter authorized or created, may be issued, or may be
reissued or transferred, if the same have been reacquired and have treasury
status, and any and all of such rights and options may be granted by the Board
of Directors to such persons, firms, corporations and associations, and for such
lawful consideration, and on such terms, as the Board of Directors in its
discretion may determine, without offering the same or any thereof to any said
holder.

Section II

A. Directors need not be shareholders of the Corporation.

B. The powers of this Corporation shall be exercised through a Board of
Directors and by such committees, officers and agents as the Board of Directors
may appoint or elect. In addition to the powers and authorities hereinbefore or
by statute expressly conferred upon them, the directors are hereby empowered to
exercise all such powers and do all such acts and things as may be exercised or
done by the Corporation, subject, nevertheless, to the provisions of the
statutes of New York, of this Certificate and to any by-laws from time to time
made by the shareholders.

C. The number of directors of the Corporation shall be as specified in the
By-Laws of the Corporation, but such number may from time to time be increased
or decreased in such manner as may be prescribed by the By-Laws. In no event
shall the number of Directors be less than the minimum number prescribed by law.
The election of Directors need not be by ballot.

Section III

1. In furtherance and not in limitation of the powers conferred by the laws of
the State of New York, the Board of Directors is expressly authorized and
empowered:

(a) To make, alter, amend and repeal By-Laws subject to the power of the
shareholders to alter or repeal the By-Laws made by the Board of Directors.

(b) Subject to the applicable provisions of the By-Laws then in effect, to
determine, from time to time, whether and to what extent and at what times and
places and under what conditions and regulations the accounts and books of the
corporation, or any of them, shall be open to the inspection of the
shareholders, and no shareholder shall have any right to inspect any account or
book or document of the corporation, except as conferred by the laws of the
State of New York, unless and until authorized so to do by the resolution of the
Board of Directors or of the stockholders of the corporation.

(c) Without the assent or vote of the shareholders, to authorize and issue
obligations of the corporation, secured or unsecured, to include therein such
provisions as to redeemability, convertibility or otherwise, as the Board of
Directors, in its sole discretion, may determine, and to authorize the
mortgaging or pledging, as security therefor, of any property of the
corporation; real or personal, including after-acquired property.


                                        3



(d) To establish bonus, profit-sharing or other types of incentive or
compensation plans for the employees (including officers and directors) of the
corporation and to fix the amount of profits to be distributed or shared and to
determine the persons to participate in any such plans and the amounts of their
respective participations.

(e) To mortgage, pledge or create a security interest in all or substantially
all of the corporate property.

Section IV

A. Any director or any officer elected or appointed by the stockholders or by
the Board of Directors may be removed at any time in such manner as shall be
provided in the By-Laws of the Corporation.

B. No contract or other transaction between the corporation and one or more of
its directors, or between the corporation and any other corporation, firm,
association or other entity in which one or more of its directors are directors
or officers, are financially interested, shall be either void or voidable by
reason that such director or directors are present at the meeting of the board,
or of a committee thereof, which authorizes such contract or transaction, or
that his or their votes are counted for such purpose:

1. If the fact of such common directorship, officership or financial interest is
disclosed or known to the Board or committee, and the Board or committee
authorizes such contract or transaction by a vote sufficient for such purpose
without counting the vote or votes of such interested director or directors;

2. If such common directorship, officership or financial interest is disclosed
or known to the shareholders entitled to vote thereon, and such contract or
transaction is approved by vote of the shareholders; or

3. If the contract or transaction is fair and reasonable as to the corporation
at the time it is authorized by the Board, a committee or the shareholders.

4. Common or interested directors may be counted in determining the presence of
a quorum at a meeting of the Board or of a committee which authorizes such
contract or transaction.

3. The office of the Corporation is to be located in the County of Queens, City
of New York.

4. The aggregate number of shares which the Corporation shall be authorized to
issue is 10,000 shares, all of which shall be of a par value of one (1 cent(s))
cent per share.

The authorized shares of the Corporation may be issued and sold by the
Corporation for such consideration as from time to time may be fixed by the
Board of Directors, which consideration shall be "not less then the par value
thereof".


                                        4



5. The Secretary of State of the State of New York is hereby designated as the
agent of the Corporation upon whom any process in any action or proceeding
against the Corporation may be served. The post office address within the State
of New York to which the Secretary of State shall mail a copy of any process in
any action or proceeding against the Corporation served upon him is : 150
Broadway, New York N. Y. Suite 1604.

6. The duration of the Corporation is to be perpetual.

7. The undersigned incorporator, or each of them, if there are more than one, is
of the age of 21 years or over.

IN WITNESS WHEREOF this certificate has been subscribed this 27 day of March,
1968, by the undersigned, who affirms that the statements made herein are true
under the penalties of perjury.


/s/ [Morton Hochberg]
- -------------------------------------
MORTON HOCHBERG
63-35 Pleasant View Street
Middle Village, Queens, N. Y.


                                        5



CERTIFICATE OF INCORPORATION
OF
AMB-U-CHAIR Coaches, Inc.

ISIDORE M. TOWBIS
150 Broadway
New York, N. Y. 10038


                                        6



R 385--Certificate of Amendment of Certificate of Incorporation;
Business Corporation Law Section 805.

COPYRIGHT-1972 BY JULIUS BLUMBERG, INC., LAW BLANK PUBLISHERS
80 EXCHANGE PLACE AT BROADWAY, NEW YORK

Certificate of Amendment of the Certificate of Incorporation of
AMB-U-CHAIR COACHES, INC.
under Section 805 of the Business Corporation Law

IT IS HEREBY CERTIFIED THAT:

(1) The name of the corporation is

AMB-U-CHAIR COACHES, INC.

(2) The certificate of incorporation was filed by the department of state on the
8 day of April 1968.

(3) The certificate of incorporation of this corporation is hereby amended to
effect the following change:

Paragraph 1 is to be changed.

The name of the corporation is to be changed-which currently reads and as
"AMB-U-CHAIR COACHES, INC." to be as follows:

Paragraph 1.

The name of the proposed corporation is
AMBUCHAIR SURGICAL SUPPLY CORP.

Paragraph 5 is to be changed, which currently provides and designates The
address to which service of process shall be mailed. The address is to be
changed. Paragraph 5 currently reads and is as follows:

"The Secretary of State of the State of New York is hereby designated as agent
of the corporation upon whom any process in any action or proceeding against the
corporation may be served. The post office address within the State of New York
to which the Secretary of State shall mail a copy of any process in any action
or proceeding against the corporation, served upon him is 150 Broadway, New
York, N.Y. Suite 1604.

and is to provide and read as follows:

Paragraph. 5. " The Secretary of State of the State of New York is hereby
designated as the agent of the Corporation upon whom any process in any action
or proceeding against the corporation may be served. The post office address
within the State of New York to which the Secretary of State shall mail a copy
of any process in any action or proceeding against the corporation served upon
him is 12 Chadwick Road, Great Neck, New York, 11023.


                                        7



*Set forth the subject matter of each provision of the certificate of
incorporation which is to be amended or eliminated and the text of the
provision(s), if any, which are to be substituted or added. If an amendment
provides for a change of issued shares, the number and kind of shares changed,
the number and kind of shares resulting from such change and the terms of
change. If an amendment makes two or more such changes, a like statement shall
be included in respect to each change.

(4) The amendment to the certificate of incorporation was authorized:

*at a meeting of shareholders by vote of a majority of all the outstanding
shares entitled to vote thereon.

*STRIKE OUT WHERE INAPPLICABLE

IN WITNESS WHEREOF, this certificate has been subscribed this 8 day of March
1977 by the undersigned who affirm(s) that the statements made herein are true
under the penalties of perjury.



Type name           Capacity in which signed         Signature
- ---------           ------------------------         ---------
                                               


ISIDORE M. TOWBIS   Shareholder President-Director   /s/ Isidore M. Towbis
                                                     ---------------------------


LUCILLE S. TOWBIS   Shareholder Secretary-Director   /s/ Lucille s. Towbis
                                                     ---------------------------


Certificate of Amendment of the Certificate of Incorporation of
AMB-U-CHAIR COACHES, INC.
under Section 805 of the Business Corporation Law

Filed By:
ISIDORE M. TOWBIS

Address:
12 Chadwick Road
Great Neck, New York 11023
(516) 482-8628


                                        8



R 385 Certificate of Amendment of Certificate of Incorporation;
Business Corporation Law Section 805
Copyright 1972 JULIUS BLUMBERG, INC. LAW BLANK PUBLISHERS
80 EXCHANGE PLACE AT BROADWAY, NEW YORK

Certificate of Amendment of the Certificate of Incorporation of
AMBUCHAIR SURGICAL SUPPLY CORP.
under Section 805 of the Business Corporation Law

IT IS HEREBY CERTIFIED THAT:

(1) The name of the corporation is
AMBUCHAIR SURGICAL SUPPLY CORP.

(2) The certificate of incorporation was filed by the department of state on the
8 day of April 1968 under the corporate name AMB-U-CHAIR COACHES, INC. The name
of the corporaiton was changed on the 1 day of April 1977 to AMBUCHAIR SURGICAL
SUPPLY CORP.

(3) The certificate of incorporation of this corporation is hereby amended to
effect the following change*

Paragraph 1. The name of the corporation is to be changed, it currently reads
"AMBUCHAIR SURGICAL SUPPLY CORP.

to read as follows:

Paragraph 1. The name of the proposed corporation is

"AMB-U-CHAIR COACHES, INC.

*Set forth the subject matter of each provision of the certificate of
incorporation which is to be amended or eliminated and the text of the
provision(s), if any, which are to be substituted or added. If an amendment
provides for a change of issued shares, the number and kind of shares changed,
the number and kind of shares resulting from such change and the terms of
change. If an amendment makes two or more such changes, a like statement shall
be included in respect to each change.

(4) The amendment to the certificate of incorporation was authorized:

*at a meeting of shareholders by vote of a majority of all the outstanding
shares entitled to vote thereon.

*STRIKE OUT WHERE INAPPLICABLE


                                        9



IN WITNESS WHEREOF, this certificate has been subscribed to this 4 day of Apri1
1977 by the undersigned who affirm(s) that the statements made herein are true
under the penalties of perjury.



Type name           Capacity in which signed         Signature
- ---------           ------------------------         ---------
                                               


ISIDORE M. TOWBIS   President-Director Shareholder   /s/ Isidore M. Towbis
                                                     ---------------------------


LUCILLE S. TOWBIS   Secretary-Director Shareholder   /s/ Lucille S. Towbis
                                                     ---------------------------


Certificate of Amendment of the Certificate of Incorporation of
AMBUCHAIR SURGICAL SUPPLY CORP,
under Section 805 of the Business Corporation Law

Filed By:
ISIDORE M. TOWBIS
Address:
12 Chadwick Road
Great Neck, N.Y. 11023


                                       10



R 385--Certificate of Amendment of Certificate of Incorporation;
Business Corporation Law Section 805.
COPYRIGHT 1972 BY JULIUS BLUMBERG, INC., LAW BLANK PUBLISHERS
80 EXCHANGE PLACE AT BROADWAY, NEW YORK

Certificate of Amendment of the Certificate of Incorporation of
AMB - U - CHAIR COACHES, INC.
under Section 805 of the Business Corporation Law

IT IS HEREBY CERTIFIED THAT:

(1) The name of the corporation is AMB-U-CHAIR COACHES, INC.

(2) The certificate of incorporation was filed by the department of state on the
8th day of April 1968, under the corporate name of AMB-U-CHAIR COACHES, INC.

A certificate of Amendment of the Certificate of Incorporation was filed on the
7th day of April 1977 changing the name of the corporation to AMBUCHAIR SURGICAL
SUPPLY CORP. and changing the address to which service of process shall be
mailed. A second amendment to the certificate of incorporation was filed on the
20th day of April, 1977 changing the name of the corporation back to AMB-U-CHAIR
COACHES, INC.

(3) The certificate of incorporation is hereby amended to effect the following
changes:

Paragraph l currently reads as follows:

"The name of the proposed corporation is AMB-U-CHAIR COACHES INC."

Paragraph 1 is to be amended to read as follows:

"The names of the proposed corporation is ASSOCIATED AMBULANCE SERVICE INC."

Paragraph 5 currently reads as follows:

"The Secretary of State of the State of New York is hereby designated as the
agent of the Corporation upon whom any process in any action or proceeding
against the corporation may be served. The post office address within the State
of New York to which the Secretary of State shall mail a copy of any process in
any action or proceeding against the corporation served upon him is 12 Chadwick
Road, Great Neck, New York 11023.

Paragraph 5 is to be amended to provide and read as follows:

"The Secretary of the State of the State of New York is hereby designated as the
agent of the corporation upon whom any process in any action or proceeding
against the corporation may be served. The post office address within the State
of New York to which the Secretary of State shall mail a copy of any process in
any action or proceeding against the corporation served upon him is 26-07 94th
Street, Jackson Heights, New York 11369.


                                       11



*Set forth the subject matter of each provision of the certificate of
incorporation which is to be amended or eliminated and the text of the
provision(s), if any, which are to be substituted or added. If an amendment
provides for a change of issued shares, the number and kind of shares changed,
the number and kind of shares resulting from such change and the terms of
change. If an amendment makes two or more such changes, a like statement shall
be included in respect to each change.

(4) The amendment to the certificate of incorporation was authorized:

*at a meeting of shareholders by vote of a majority of all the outstanding
shares entitled to vote thereon.

*STRIKE OUT WHERE INAPPLICABLE.


                                       12



CERTIFICATE OF CHANGE
OF
ASSOCIATED AMBULANCE SERVICE, INC.
UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW

WE, THE UNDERSIGNED, Robert. E Jarrett and Robert H. Byrne, being respectively
the Vice-President, Financial Operations and Secretary of Associated Ambulance
Service, Inc. hereby certify:

1. The name of the corporation is Associated Ambulance Service, Inc. It was
incorporated under the name AMB-U-CHAIR Coaches, Inc.

2: The Certificate of Incorporation of said corporation was filed by the
Department of State on April 8, 1968.

3. The following was authorized by the Board of Directors:

A. To change the location of the corporation's office in New York from the
County of Queens to the County of New York.

B. To change the post office address to which the Secretary of State shall mail
a copy of process in any action or proceeding against the corporation which may
be served on him from c/o The Corporation, 12 Chadwick Rd., Great Neck, NY
11023, to c/o C T Corporation, 1633 Broadway, New York, New York 10019.

C. To designate the registered agent in New York upon whom all process against
the corporation may be served on as C T Corporation System, 1633 Broadway, New
York 10019.

IN WITNESS WHEREOF, we have signed this Certificate on the 18 day of April, 1995
and we affirm the statements contained therein as true under penalties of
perjury.


/s/ [Robert E. Jarrett]
- -------------------------------------
Robert E. Jarrett - Vice-President,
Financial Operations


/s/ [Robert H. Byrne]
- -------------------------------------
Robert H. Byrne, Secretary


                                       13



CERTIFICATE OF CHANGE
OF
ASSOCIATED AMBULANCE SERVICE, INC.
UNDER SECTION 805-A OF THEE BUSINESS CORPORATION LAW

Beth A Sappelt-Skumac, LA
Laidlaw Transit, Inc.
3221 North Service Road
Burlington Ont. L7R 3Y8 Canada


                                       14



CERTIFICATE OF MERGER
OF

Associated Ambulance Service, Inc.
Adam Transportation, Inc,
Park Ambulance Service, Inc.,
Five Counties Ambulance Service, Inc.
Sunrise Handicap Transport Corp.

INTO
MEDTRANS OF NEW YORK, INC.

We, the undersigned, Michael Forsayeth and Robert H. Byrne, being respectively
the Vice-President and the Secretary of MedTrans of New York, Inc., and Michael
Forsayeth and Robert H. Byrne, being respectively the Vice-President and
Secretary of Associated Ambulance Service, Inc., Adam Transportation, Inc., Park
Ambulance Service, Five Counties Ambulance Service, Inc. and Sunrise Handicap
Transport Corp. hereby certify:

1. (a) The name of each constituent is as follows:

MedTrans of New York, Inc.
Associated Ambulance Service, Inc.
Adam Transportation, Inc.
Park Ambulance Service, Inc.
Five Counties Ambulance Service, Inc.
Sunrise Handicap Transport Corp.

(b) The name of the surviving corporation is MedTrans of New York, Inc. and
following the merger its name shall be MedTrans of New York Inc.

2. As to each constituent corporation, the designation and number of outstanding
shares of each class and series and the voting rights thereof are as follows:

Name of Corporation
Designation of shares in each class or series outstanding
Class or Series of Shares entitled to Vote
Shares entitled to vote as a class or series

                                                    
MedTrans of New York, Inc.           100 Common     Common   1

Associated Ambulance Service, Inc.   1,000 Common   Common   1

Adam Transportation, Inc., Inc.      100 Common     Common   1

Park Ambulance Service, Inc.         50 Common      Common   1




                                       15



                                               
Five Counties Ambulance Service, Inc.   100 Common   Common   1

Sunrise Handicap Transport Corp.        100 Common   Common   1



3. There will be no amendments or changes made to the Certificate of
Incorporation of the surviving corporation once the merger has taken place.

4. The date when the Certificate of Incorporation of each constituent
corporation was filed by the Department of State is as follows:



Name of Corporation                     Date of Incorporation
- -------------------                     ---------------------
                                     
MedTrans of New York, Inc.              December 27, 1994

Associated Ambulance Service, Inc.      April 8, 1988 (under the name of
                                        AMB-U-Chair Coaches, Inc.)

Adam Transportation Services, Inc       December 23, 1988

Park Ambulance Service, Inc.            August 3, 1964 (under the name of Park
                                        Ambulance & Oxygen Services, Inc)

Five Counties Ambulance Service, Inc.   November 23, 1964

Sunrise Handicap Transport Corp.        May 11, 1981


5. The merger was adopted by each constituent corporation in the following
manner.

(a) As to MedTrans of New York, Inc., by the unanimous written consent of the
shareholders.

(b) As to Associated Ambulance Service, Inc.; by the unanimous written consent
of the shareholders.

(c) As to Adam Transportation Services, Inc., by the unanimous written consent
of the shareholders.

(d) As to Park Ambulance Service, Inc., by the unanimous written consent of the
shareholders:

(e) As to Five Counties Ambulance Service, Inc., by the unanimous written
consent of the shareholders.

(f) As to Sunrise Handicap Transport Corp., by the unanimous written consent of
the shareholders.

6. The merger shall be effected on the 31st day of August, 1996.


                                       16



IN WITNESS WHEREOF, we have signed this certificate on the day of August, 1996,
and we affirm-the statements therein as true under penalties or perjury. .

MedTrans of New York, Inc.


By: /s/ [Michael Forsayeth]
    -----------------------------------
    Michael Forsayeth - Vice-President


By: /s/ [Robert H. Byrne]
    -----------------------------------
    Robert H. Byrne - Secretary


Associated Ambulance Service, Inc.


By: /s/ [Michael Forsayeth]
    -----------------------------------
    Michael Forsayeth - Vice-President


By: /s/ [Robert H. Byrne]
    -----------------------------------
    Robert H. Byrne - Secretary


Adam Transportation, Inc.


By: /s/ [Michael Forsayeth]
    -----------------------------------
    Michael Forsayeth - Vice-President


By: /s/ [Robert H. Byrne]
    -----------------------------------
    Robert H. Byrne - Secretary

SIGNATURES CONTINUED ...

Park Ambulance Service, Inc..

By: Michael Forsayeth - Vice-President


By: /s/ [Robert H. Byrne]
    -----------------------------------
    Robert H. Byrne - Secretary


Five Counties Ambulance Service, Inc.


By: /s/ [Michael Forsayeth]
    -----------------------------------
    Michael Forsayeth - Vice-President


By: /s/ [Robert H. Byrne]
    -----------------------------------
    Robert H. Byrne - Secretary


Sunrise Handicap Transport Corp.


By: /s/ [Michael Forsayeth]
    -----------------------------------
    Michael Forsayeth - Vice-President


By: /s/ [Robert H. Byrne]
    -----------------------------------
    Robert H. Byrne - Secretary


                                       17



CERTIFICATE OF MERGER
OF
ASSOCIATED AMBULANCE SERVICE, INC.
ADAM TRANSPORTATION, INC.
PARK AMBULANCE SERVICE, INC.
FIVE COUNTIES AMBULANCE SERVICE, INC.
SUNRISE HANDICAP. TRANSPORT CORP.
INTO
MEDTRANS OF NEW YORK, INC.

UNDER SECTION 904 OF THE BUSINESS CORPORATION-LAW

LAIDLAW INC.
3221 N. SERVICE ROAD
BURLINGTON ONTARIO CANADA L7R 3Y8


                                       18



At a Special Term of the Supreme Court of the State of New York, County of
Albany, held at the Court House in Albany, New York, on the 18 day of March,
1997

PRESENT:

SUPREME COURT
COUNTY OF ALBANY
STATE OF NEW YORK

MEDTRANS OF NEW YORK,. INC., ASSOCIATED AMBULANCE SERVICE, INC., ADAM
TRANSPORTATION SERVICE, INC., PARK AMBULANCE SERVICE, INC., FIVE COUNTIES
AMBULANCE SERVICE, INC. AND SUNRISE HANDICAP TRANSPORT CORP.
Plaintiffs,

- - AGAINST -

SECRETARY OF STATE OF THE STATE OF NEW YORK,
Defendant.

ORDER

Plaintiffs, MEDTRANS OF NEW YORK, INC., ASSOCIATED AMBULANCE SERVICE, INC., ADAM
TRANSPORTATION SERVICE, INC., PARK AMBULANCE SERVICE, INC., FIVE COUNTIES
AMBULANCE SERVICE, INC. and SUNRISE HANDICAP TRANSPORT CORP. by their attorney,
Lawrence A. Kirsch, Esq., by an Order To Show Cause having sought an Order in
this court annulling the filing of the Certificate of Merger of the above named
corporations into MEDTRANS OF NEW YORK, INC. filed on the 31st day of August,
1996, with the Division of Corporations of the New York State Secretary of
State's Office, and upon reading and filing the affidavit of Lawrence A. Kirsch,
Esq., sworn to the 28th day of February, 1997, and the Defendant having no
objection to such order, it is hereby

ORDERED, that the Certificate of Merger of ASSOCIATED AMBULANCE SERVICE, INC.,
ADAM TRANSPORTATION SERVICE, INC., PARK AMBULANCE SERVICE, INC., FIVE COUNTIES
AMBULANCE SERVICE, INC. AND SUNRISE HANDICAP TRANSPORT CORP. into MEDTRANS OF
NEW YORK, INC. filed in the Offices of the Division of Corporations of the New
York Secretary of State's Office on August 30, 1996, to be effective August 31,
1996 be annulled, and it is further

ORDERED, that the constituent corporations to the above merger be restored to
the index of existing corporations of the Department of State, Division of
Corporations, and it is further

ORDERED, that Plaintiffs file a copy of this Order with the Department of State,
Division of Corporations with respect to each of the above named entities and
pay the appropriate statutory filing fees for same.

Signed this 18 day of March, 1997, at Albany, New York.


/s/ Hon.
- ---------------------------------
Justice of the Supreme Court


                                       19



STATE OF NEW YORK
COUNTY OF ALBANY CLERK'S OFFICE

I, THOMAS G. CLINGAN, Clerk of the said County, and also Clerk of the Supreme
and County Courts, being Courts of Record held therein, DO HEREBY CERTIFY that I
have compared the annexed copy with the original thereof filed in this office on
the day of March 1997 and that the same is a correct transcript therefrom, and
of the whole of said original.

IN TESTIMONY WHEREOF, I have hereunto set my name and affixed my official seal,
this 18 day of March, 1997.


/s/ THOMAS G. CLINGAN               , Clerk
- ------------------------------------


                                       20



COURT ORDER NULLIFYING

CERTIFICATE OF MERGER
OF

MEDTRANS OF NEW YORK, INC.
ASSOCIATED AMBULANCE SERVICE, INC.
ADAM TRANSPORTATION SERVICE, INC.
PARK AMBULANCE SERVICE, INC.
FIVE COUNTIES AMBULANCE SERVICE, INC.
SUNRISE HANDICAP TRANSPORT CORP.

Filed by:
HARTER, SECREST & EMERY
700 MIDTOWN TOWER
ROCHESTER, NY 14604-2070


                                       21



CERTIFICATE OF CHANGE
OF

ASSOCIATED AMBULANCE SERVICE INC.

Under Section 805-A of the Business Corporation Law

1. The name of the corporation is ASSOCIATED AMBULANCE SERVICE INC.

If applicable, the original name under which it was formed is AMB-U-CHAIR
COACHES, INC.

2. The Certificate of Incorporation of said corporation was filed by the
Department of State on 4/8/68.

3. The address of C T Corporation System as the registered agent of said
corporation is hereby changed from C T CORPORATION SYSTEM, 1633 BROADWAY, NEW
YORK, NY 10019 to 111 Eighth Avenue. New York, New York 10011.

4. Notice of the above changes was mailed to the corporation by C T Corporation
System not less than 30 days prior to the date of delivery to the Department of
State and such corporation has not objected thereto.

5. C T Corporation System is the registered agent of such corporation.

IN WITNESS WHEREOF, I have signed this certificate on September 1, 1999 and
affirm the statements contained herein as true under penalties of perjury.

C T CORPORATION SYSTEM


By: /s/ Kenneth J. Uva
    ---------------------------------
    Kenneth J. Uva
    Vice President

NY Domestic Corporation agent address only


                                       22



E9 - DRAWDOWN

CERTIFICATE OF CHANGE
OF

ASSOCIATED AMBULANCE SERVICE INC.

Under Section 805-A of the Business Corporation Law

Filed by:
C T CORPORATION SYSTEM
111 Eighth Avenue
New York, New York 10011

NY Domestic Corporation agent and/or process address


                                       23

EX-3.59

                                                                    Exhibit 3.59

                                     BY-LAWS

                                       of

                       ASSOCIATED AMBULANCE SERVICE, INC.

                               ARTICLE I - OFFICES

     The principal office of the corporation shall be in the __________ of
__________ County of __________ State of New York. The corporation may also have
offices at such other places within or without the State of New York as the
board may from time to time determine or the business of the corporation may
require.

                            ARTICLE II - SHAREHOLDERS

1.   PLACE OF MEETINGS.

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

2.   ANNUAL MEETING.

     The annual meeting of the shareholders shall be held on the _____ day of
__________ at _.M. in each year if not a legal holiday, and, if a legal holiday,
then on the next business day following at the same hour, when the shareholders
shall elect a board and transact such other business as may properly come before
the meeting.

3.   SPECIAL MEETINGS.

     Special meetings of the shareholders may be called by the board or by the
president and shall be called by the president or the secretary at the request
in writing of a majority of the board or at the request in writing by
shareholders owning a majority in amount of the shares issued and outstanding.
Such request shall state the purpose or purposes of the proposed meeting.
Business transacted at a special meeting shall be confined to the purposes
stated in the notice.

4.   FIXING RECORD DATE.

     For the purpose of determining the shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or to express
consent to or dissent from any proposal without a meeting, or for the purpose of
determining shareholders entitled to receive payment of any dividend or the
allotment of any rights, or for the purpose of any other action, the board shall
fix, in advance, a date as the record date for any such determination of
shareholders. Such date shall not be more than fifty nor less than ten days
before the date of such meeting, nor more than fifty days prior to any other
action. If no record date is fixed it shall be determined in accordance with the
provisions of law.



5.   NOTICE OF MEETINGS OF SHAREHOLDERS.

     Written notice of each meeting of shareholders shall state the purpose or
purposes for which the meeting is called, the place, date and hour of the
meeting and unless it is the annual meeting, shall indicate that it is being
issued by or at the direction of the person or persons calling the meeting.
Notice shall be given either personally or by mail to each shareholder entitled
to vote at such meeting, not less than ten nor more than fifty days before the
date of the meeting. If action is proposed to be taken that might entitle
shareholders to payment for their shares, the notice shall include a statement
of that purpose and to that effect. If mailed, the notice is given when
deposited in the United States mail, with postage thereon prepaid, directed to
the shareholder at his address as it appears on the record of shareholders, or,
if he shall have filed with the secretary a written request that notices to him
be mailed to some other address, then directed to him at such other address.

6.   WAIVERS.

     Notice of meeting need not be given to any shareholder who signs a waiver
of notice, in person or by proxy, whether before or after the meeting. The
attendance of any shareholder at a meeting, in person or by proxy, without
protesting prior to the conclusion of the meeting the lack of notice of such
meeting, shall constitute a waiver of notice by him.

7.   QUORUM OF SHAREHOLDERS.

     Unless the certificate of incorporation provides otherwise, the holders of
a majority of the shares entitled to vote thereat shall constitute a quorum at a
meeting of shareholders for the transaction of any business, provided that when
a specified item of business is required to be voted on by a class or classes,
the holders of a majority of the shares of such class or classes shall
constitute a quorum for the transaction of such specified item of business.

     When a quorum is once present to organize a meeting, it is not broken by
the subsequent withdrawal of any shareholders.

     The shareholders present may adjourn the meeting despite the absence of a
quorum.

8.   PROXIES.

     Every shareholder entitled to vote at a meeting of shareholders or to
express consent or dissent without a meeting may authorize another person or
persons to act for him by proxy.

     Every proxy must be signed by the shareholder or his attorney-in-fact. No
proxy shall be valid after expiration of eleven months from the date thereof
unless otherwise provided in the proxy. Every proxy shall be revocable at the
pleasure of the shareholder executing it, except as otherwise provided by law.


                                       2



9.   QUALIFICATION OF VOTERS.

     Every shareholder of record shall be entitled at every meeting of
shareholders to one vote for every share standing in his name on the record of
shareholders, unless otherwise provided in the certificate of incorporation.

10.  VOTE OF SHAREHOLDERS.

     Except as otherwise required by statute or by the certificate of
incorporation;

     (a) directors shall be elected by a plurality of the votes cast at a
meeting of shareholders by the holders of shares entitled to vote in the
election;

     (b) all other corporate action shall be authorized by a majority of the
votes cast.

11.  WRITTEN CONSENT OF SHAREHOLDERS.

     Any action that may be taken by vote may be taken without a meeting on
written consent, setting forth the action so taken, signed by the holders of all
the outstanding shares entitled to vote thereon or signed by such lesser number
of holders as may be provided for in the certificate of incorporation.

                             ARTICLE III - DIRECTORS

1.   BOARD OF DIRECTORS.

     Subject to any provision in the certificate of incorporation the business
of the corporation shall be managed by its board of directors, each of whom
shall be at least 18 years of age and be shareholders.

2.   NUMBER OF DIRECTORS.

     The number of directors shall be _____. When all of the shares are owned by
less than three shareholders, the number of directors may be less than three but
not less than the number of shareholders.

3.   ELECTION AND TERM OF DIRECTORS.

     At each annual meeting of shareholders, the shareholders shall elect
directors to hold office until the next annual meeting. Each director shall hold
office until the expiration of the term for which he is elected and until his
successor has been elected and qualified, or until his prior resignation or
removal.

4.   NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

     Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board for any reason except the removal
of directors without cause may be filled by a vote of a majority of the
directors then in office, although less than a quorum exists, unless otherwise
provided in the certificate of incorporation. Vacancies occurring by


                                       3



reason of the removal of directors without cause shall be filled by vote of the
shareholders unless otherwise provided in the certificate of incorporation. A
director elected to fill a vacancy caused by resignation, death or removal shall
be elected to hold office for the unexpired term of his predecessor.

5.   REMOVAL OF DIRECTORS.

     Any or all of the directors may be removed for cause by vote of the
shareholders or by action of the board. Directors may be removed without cause
only by vote of the shareholders.

6.   RESIGNATION.

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

7.   QUORUM OF DIRECTORS.

     Unless otherwise provided in the certificate of incorporation, a majority
of the entire board shall constitute a quorum for the transaction of business or
of any specified item of business.

8.   ACTION OF THE BOARD.

     Unless otherwise required by law, the vote of a majority of the directors
present at the time of the vote, if a quorum is present at such time, shall be
the act of the board. Each director present shall have one vote regardless of
the number of shares, if any, which he may hold.

9.   PLACE AND TIME OF BOARD MEETINGS.

     The board may hold its meetings at the office of the corporation or at such
other places, either within or without the State of New York, as it may from
time to time determine.

10.  REGULAR ANNUAL MEETING.

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

11.  NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT.

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


                                       4



attends the meeting without protesting prior thereto or at its commencement, the
lack of notice to, him.

     (b) A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place. Notice of the
adjournment shall be given all directors who were absent at the time of the
adjournment and, unless such time and place are announced at the meeting, to the
other directors.

12.  CHAIRMAN.

     At all meetings of the board the president, or in his absence, a chairman
chosen by the board shall preside.

13.  EXECUTIVE AND OTHER COMMITTEES.

     The board, by resolution adopted by a majority of the entire board, may
designate from among its members an executive committee and other committees,
each consisting of three or more directors. Each such committee shall serve at
the pleasure of the board.

14.  COMPENSATION.

     No compensation shall be paid to directors, as such, for their services,
but by resolution of the board a fixed sum and expenses for actual attendance,
at each regular or special meeting of the board may be authorized. Nothing
herein contained shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.

                              ARTICLE IV - OFFICERS

1.   OFFICES, ELECTION, TERM.

     (a) Unless otherwise provided for in the certificate of incorporation, the
board may elect or appoint a president, one or more vice-presidents, a secretary
and a treasurer, and such other officers as it may determine, who shall have
such duties, powers and functions as hereinafter provided.

     (b) All officers shall be elected or appointed to hold office until the
meeting of the board following the annual meeting of shareholders.

     (c) Each officer shall hold office for the term for which he is elected or
appointed and until his successor has been elected or appointed and qualified.

2.   REMOVAL, RESIGNATION, SALARY, ETC.

     (a) Any officer elected or appointed by the board may be removed by the
board with or without cause.

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


                                       5



     (c) Any two or more offices may be held by the same person, except the
offices of president and secretary. When all of the issued and outstanding stock
of the corporation is owned by one person, such person may hold all or any
combination of offices.

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

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

3.   PRESIDENT.

     The president shall be the chief executive officer of the corporation; he
shall preside at all meetings of the shareholders and of the board; he shall
have the management of the business of the corporation and shall see that all
orders and resolutions of the board are carried into effect.

4.   VICE-PRESIDENTS.

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

5.   SECRETARY.

     The secretary shall:

     (a) attend all meetings of the board and of the shareholders;

     (b) record all votes and minutes of all proceedings in a book to be kept
for that purpose;

     (c) give or cause to be given notice of all meetings of shareholders and of
special meetings of the board;

     (d) keep in safe custody the seal of the corporation and affix it to any
instrument when authorized by the board;

     (e) when required, prepare or cause to be prepared and available at each
meeting of shareholders a certified list in alphabetical order of the names of
shareholders entitled to vote thereat, indicating the number of shares of each
respective class held by each;

     (f) keep all the documents and records of the corporation as required by
law or otherwise in a proper and safe manner.

     (g) perform such other duties as may be prescribed by the board.

6.   ASSISTANT-SECRETARIES.

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


                                       6



7.   TREASURER.

     The treasurer shall:

     (a) have the custody of the corporate funds and securities;

     (b) keep full and accurate accounts of receipts and disbursements in the
corporate books;

     (c) deposit all money and other valuables in the name and to the credit of
the corporation in such depositories as may be designated by the board;

     (d) disburse the funds of the corporation as may be ordered or authorized
by the board and preserve proper vouchers for such disbursements;

     (e) render to the president and board at the regular meetings of the board,
or whenever they require it, an account of all his transactions as treasurer and
of the financial condition of the corporation;

     (f) render a full financial report at the annual meeting of the
shareholders if so requested;

     (g) be furnished by all corporate officers and agents at his request, with
such reports and statements as he may require as to all financial transactions
of the corporation;

     (h) perform such other duties as are given to him by these by-laws or as
from time to time are assigned to him by the board or the president.

8.   ASSISTANT-TREASURER.

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

9.   SURETIES AND BONDS.

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

                      ARTICLE V - CERTIFICATES FOR SHARES.

1.   CERTIFICATES.

     The shares of the corporation shall be represented by certificates. They
shall be numbered and entered in the books of the corporation as they are
issued. They shall exhibit the holder's name and the number of shares and shall
be signed by the president or a vice-president and the treasurer or the
secretary and shall bear the corporate seal.


                                       7



2.   LOST OR DESTROYED CERTIFICATES.

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

3.   TRANSFERS OF SHARES.

     (a) Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate; every such transfer shall be entered on
the transfer book of the corporation which shall be kept at its principal
office. No transfer shall be made within ten days next preceding the annual
meeting of shareholders.

     (b) The corporation shall be entitled to treat the holder of record of any
share as the holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of New York.

4.   CLOSING TRANSFER BOOKS.

     The board shall have the power to close the share transfer books of the
corporation for a period of not more than ten days during the thirty day period
immediately preceding (1) any shareholders' meeting, or (2) any date upon which
shareholders shall be called upon to or have a right to take action without a
meeting, or (3) any date fixed for the payment of a dividend or any other form
of distribution, and only those shareholders of record at the time the transfer
books are closed, shall be recognized as such for the purpose of (1) receiving
notice of or voting at such meeting, or (2) allowing them to take appropriate
action, or (3) entitling them to receive any dividend or other form of
distribution.

                             ARTICLE VI - DIVIDENDS

     Subject to the provisions of the certificate of incorporation and to
applicable law, dividends on the outstanding shares of the corporation may be
declared in such amounts and at such time or times as the board may determine.
Before payment of any dividend, there may be set aside out of the net profits of
the corporation available for dividends such sum or sums as the board from time
to time in its absolute discretion deems proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other purpose as the board shall think
conducive to the interests of the corporation, and the board may modify or
abolish any such reserve.


                                       8



                          ARTICLE VII - CORPORATE SEAL

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

                     ARTICLE VIII - EXECUTION OF INSTRUMENTS

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

                            ARTICLE IX - FISCAL YEAR

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

             ARTICLE X - REFERENCES TO CERTIFICATE OF INCORPORATION

     Reference to the certificate of incorporation in these by-laws shall
include all amendments thereto or changes thereof unless specifically excepted.

                           ARTICLE XI - BY-LAW CHANGES

AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS.

     (a) Except as otherwise provided in the certificate of incorporation the
by-laws may be amended, repealed or adopted by vote of the holders of the shares
at the time entitled to vote in the election of any directors. By-laws may also
be amended, repealed or adopted by the board but any by-law adopted by the board
may be amended by the shareholders entitled to vote thereon as hereinabove
provided.

     (b) If any by-law regulating an impending election of directors is adopted,
amended or repealed by the board, there shall be set forth in the notice of the
next meeting of shareholders for the election of directors the by-law so
adopted, amended or repealed, together with a concise statement of the changes
made.


                                       9

EX-3.60

                                                                    Exhibit 3.60

                    CERTIFICATE OF CHANGE OF REGISTERED AGENT

                                       AND

                                REGISTERED OFFICE

                                    * * * * *

          Atlantic/Palm Beach Ambulance, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

          The present registered agent of the corporation is

          The Prentice-Hall Corporation System, Inc. and the present registered
office of the corporation is in the county of New Castle.

          The Board of Directors of Atlantic/Palm Beach Ambulance, Inc. adopted
the following resolution on the 22nd day of November, 1995.

          Resolved, that the registered office of Atlantic/Palm Beach Ambulance.
Inc. in the state of Delaware be and it hereby is changed to Corporation Trust
Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and
the authorization of the present registered agent of this corporation be and the
same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is
hereby constituted and appointed the registered agent of this corporation at the
address of its registered office.

          IN WITNESS WHEREOF, Atlantic/Palm Beach Ambulance, Inc. has caused
this statement to be signed by Robert H. Byrne, its Secretary*, this 22nd day of
November, 1995.


                                        /s/ Robert H. Byrne
                                        ----------------------------------------
                                        Secretary
                                        (Title)

*    Any authorized officer or the chairman or Vice-Chairman of the Board of
     Directors may execute this certificate.



                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                 ATLANTIC/PALM BEACH AMBULANCE ACQUISITION, INC.

          Atlantic/Palm Beach Ambulance Acquisition, Inc., a corporation
organized under the General Corporation Law of the State of Delaware (the
"Corporation"), hereby certifies as follows:

          1. Article I of the Certificate of Incorporation of the Corporation is
hereby amended to read in its entirety as follows:

                                    ARTICLE I

          The name of the Corporation is Atlantic/Palm Beach Ambulance, Inc."

          2. The amendment set forth has been duly approved by the directors of
the Corporation and by the stockholders entitled to vote thereon.

          3. The amendment set forth was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

          IN WITNESS WHEREOF, I, the undersigned, being the president of the
Corporation, for the purpose of amending the certificate of Incorporation of the
Corporation pursuant to Section 242 of the General Corporation Law of the State
of Delaware, do make and file this certificate, hereby declaring and certifying
that the facts herein stated are true, and accordingly have hereunto set my
hand, this 21 day of August, 1992.


                                        /s/ George B. DeHuff III
                                        ----------------------------------------
                                        George B. DeHuff III


Attest:


/s/ Gerard A. Thompson
- -------------------------------------
Gerard A. Thompson
Assistant Secretary


                                        2



                          CERTIFICATE OF INCORPORATION
                                       OF
                 ATLANTIC/PALM BEACH AMBULANCE ACQUISITION, INC.

                                    ARTICLE I

                               NAME OF CORPORATION

                         The name of this corporation is

                 Atlantic/Palm Beach Ambulance Acquisition, Inc.

                                   ARTICLE II

                                REGISTERED OFFICE

          The address of the registered office of the corporation in the State
of Delaware is 32 Loockerman Square, Suite L-100, in the City of Dover, County
of Kent, and the name of its registered agent at that address is The
Prentice-Hall Corporation System, Inc.

                                   ARTICLE III

                                     PURPOSE

          The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

                                   ARTICLE IV

                            AUTHORIZED CAPITAL STOCK

          The corporation shall be authorized to issue one class of stock to be
designated Common Stock; the total number of shares which the corporation shall
have authority to issue is one thousand (1,000), and each such share shall have
a par value of one cent ($.01).


                                        3



                                    ARTICLE V

                                  INCORPORATOR

          The name and mailing address of the incorporator of the corporation
is:

                               Gerard A. Thompson
                      620 Newport Central Drive, Suite 1450
                         Newport Beach, California 92660

                                   ARTICLE VI

                          BOARD POWER REGARDING BYLAWS

          In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, repeal, alter,
amend and rescind the bylaws of the corporation.

                                   ARTICLE VII

                              ELECTION OF DIRECTORS

          Elections of directors need not be by written ballot unless the bylaws
of the corporation shall so provide.

                                  ARTICLE VIII

                        LIMITATION OF DIRECTOR LIABILITY

          To the fullest extent permitted by the Delaware General Corporation
Law as the same exists or may hereafter be amended, a director of the
corporation shall not be liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. If the Delaware
General Corporation Law is amended after the date of the filing of this
Certificate of Incorporation to authorize corporate action further eliminating
or limiting the personal liability of directors, then the liability of a
director of the corporation shall be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as so amended from time to
time. No repeal or modification of this Article VIII by the stockholders shall
adversely affect any right or protection of a director of the corporation
existing by virtue of this Article VIII at the time of such repeal or
modification.


                                        4



                                   ARTICLE IX

                                 CORPORATE POWER

          The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred on stockholders
herein are granted subject to this reservation.

                                    ARTICLE X

                       CREDITOR COMPROMISE OR ARRANGEMENT

          Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.

          THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation to do business both within and without the
State of Delaware, and in pursuance of the Delaware General Corporation Law,
does hereby make and file this Certificate.

Date: March 25, 1992


                                        /s/ Gerard A. Thompson
                                        ----------------------------------------
                                        Gerard A. Thompson


                                        5

EX-3.61

                                                                    Exhibit 3.61

                 ATLANTIC/PALM BEACH AMBULANCE ACQUISITION, INC.

                            (a Delaware corporation)

                                     BYLAWS

                                    ARTICLE I

                                     Offices

          SECTION 1.01 Registered Office. The registered office of Atlantic/Palm
Beach Ambulance Acquisition, Inc. (hereinafter called the "Corporation") in the
State of Delaware shall be at 32 Loockerman Square, City of Dover, County of
Kent, and the name of the registered agent in charge thereof shall be The
Prentice-Hall Corporation System, Inc.

          SECTION 1.02 Other Offices. The Corporation may also have an office or
offices at such other place or places, either within or without the State of
Delaware, as the Board of Directors (hereinafter called the "Board") may from
time to time determine or as the business of the Corporation may require.

                                   ARTICLE II

                            Meetings of Stockholders

          SECTION 2.01 Annual Meetings. Annual meetings of the stockholders of
the Corporation for the purpose of electing directors and for the transaction of
such other proper business as may come before such meetings may be held at such
time, date and place as the Board shall determine by resolution.

          SECTION 2.02 Special Meetings. A special meeting of the stockholders
for the transaction of any proper business may be called at any time by the
Board or by the President.

          SECTION 2.03 Place of Meetings. All meetings of the stockholders shall
be held at such places, within or without the State of Delaware, as may from
time to time be designated by the person or persons calling the respective
meeting and specified in the respective notices or waivers of notice thereof.

          SECTION 2.04 Notice of Meetings. Except as otherwise required by law,
notice of each meeting of the stockholders, whether annual or special, shall be
given not less than ten (10) nor more than sixty (60) days before the date of
the meeting to each stockholder of record entitled to vote at such meeting by
delivering a typewritten or printed notice thereof to him personally, or by
depositing such notice in the United States mail, in a postage prepaid envelope,
directed to him at his post office address furnished by him to the Secretary of
the Corporation for such purpose or, if he shall not have furnished to the
Secretary his address for such purpose, then at his post office address last
known to the Secretary, or by transmitting a



notice thereof to him at such address by telegraph, cable, or wireless. Except
as otherwise expressly required by law, no publication of any notice of a
meeting of the stockholders shall be required. Every notice of a meeting of the
stockholders shall state the place, date and hour of the meeting, and, in the
case of a special meeting, shall also state the purpose or purposes for which
the meeting is called. Notice of any meeting of stockholders shall not be
required to be given to any stockholder who shall have waived such notice and
such notice shall be deemed waived by any stockholder who shall attend such
meeting in person or by proxy, except as a stockholder who shall attend such
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened. Except as otherwise expressly required by law, notice of any adjourned
meeting of the stockholders need not be given if the time and place thereof are
announced at the meeting at which the adjournment is taken.

          SECTION 2.05 Quorum. Except in the case of any meeting for the
election of directors summarily ordered as provided by law, the holders of
record of a majority in voting interest of the shares of stock of the
Corporation entitled to be voted thereat, present in person or by proxy, shall
constitute a quorum for the transaction of business at any meeting of the
stockholders of the Corporation or any adjournment thereof. In the absence of a
quorum at any meeting or any adjournment thereof, a majority in voting interest
of the stockholders present in person or by proxy and entitled to vote thereat
or, in the absence therefrom of all the stockholders, any officer entitled to
preside at, or to act as secretary of, such meeting may adjourn such meeting
from time to time. At any such adjourned meeting at which a quorum is present
any business may be transacted which might have been transacted at the meeting
as originally called.

          SECTION 2.06 Voting.

          (a) Each stockholder shall, at each meeting of the stockholders, be
entitled to vote in person or by proxy each share or fractional share of the
stock of the Corporation having voting rights on the matter in question and
which shall have been held by him and registered in his name on the books of the
Corporation:

          (i) on the date fixed pursuant to Section 6.05 of these Bylaws as the
     record date for the determination of stockholders entitled to notice of and
     to vote at such meeting, or

          (ii) if no such record date shall have been so fixed, then (a) at the
     close of business on the day next preceding the day on which notice of the
     meeting shall be given or (b) if notice of the meeting shall be waived, at
     the close of business on the day next preceding the day on which the
     meeting shall be held.

          (b) Shares of its own stock belonging to the Corporation or to another
corporation, if a majority of the shares entitled to vote in the election of
directors in such other corporation is held, directly or indirectly, by the
Corporation, shall neither be entitled to vote nor be counted for quorum
purposes. Persons holding stock of the Corporation in a fiduciary capacity shall
be entitled to vote such stock. Persons whose stock is pledged shall be entitled
to vote, unless in the transfer by the pledgor on the books of the Corporation
he shall have


                                       2



expressly empowered the pledgee to vote thereon, in which case only the pledgee,
or his proxy, may represent such stock and vote thereon. Stock having voting
power standing of record in the names of two or more persons, whether
fiduciaries, members of a partnership, joint tenants in common, tenants by
entirety or otherwise, or with respect to which two or more persons have the
same fiduciary relationship, shall be voted in accordance with the provisions of
the General Corporation Law of the State of Delaware.

          (c) Any such voting rights may be exercised by the stockholder
entitled thereto in person or by his proxy appointed by an instrument in
writing, subscribed by such stockholder or by his attorney thereunto authorized
and delivered to the secretary of the meeting; provided, however, that no proxy
shall be voted or acted upon after three years from its date unless said proxy
shall provide for a longer period. The attendance at any meeting of a
stockholder who may theretofore have given a proxy shall not have the effect of
revoking the same unless he shall in writing so notify the secretary of the
meeting prior to the voting of the proxy. At any meeting of the stockholders all
matters, except as otherwise provided in the Certificate of Incorporation, in
these Bylaws or by law, shall be decided by the vote of a majority in voting
interest of the stockholders present in person or by proxy and entitled to vote
thereat and thereon, a quorum being present. The vote at any meeting of the
stockholders on any question need not be by ballot, unless so directed by the
chairman of the meeting. On a vote by ballot each ballot shall be signed by the
stockholder voting, or by his proxy, if there be such proxy, and it shall state
the number of shares voted.

          SECTION 2.07 List of Stockholders. The Secretary of the Corporation
shall prepare and make, at least ten (10) days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

          SECTION 2.08 Judges. If at any meeting of the stockholders a vote by
written ballot shall be taken on any question, the chairman of such meeting may
appoint a judge or judges to act with respect to such vote. Each judge so
appointed shall first subscribe an oath faithfully to execute the duties of a
judge at such meeting with strict impartiality and according to the best of his
ability. Such judges shall decide upon the qualification of the voters and shall
report the number of shares represented at the meeting and entitled to vote on
such question, shall conduct and accept the votes, and, when the voting is
completed, shall ascertain and report the number of shares voted respectively
for and against the question. Reports of judges shall be in writing and
subscribed and delivered by them to the Secretary of the Corporation. The judges
need not be stockholders of the Corporation, and any officer of the Corporation
may be a judge on any question other than a vote for or against a proposal in
which he shall have a material interest.


                                        3



          SECTION 2.09 Action Without Meeting. Any action required to be taken
at any annual or special meeting of stockholders of the Corporation, or any
action which may be taken at any annual or special meeting of such stockholders,
may be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.

                                   ARTICLE III

                               Board of Directors

          SECTION 3.01 General Powers. The property, business and affairs of the
Corporation shall be managed by the Board.

          SECTION 3.02 Number and Term of Office. The number of directors shall
be two (2). Directors need not be stockholders. Each of the directors of the
Corporation shall hold office until his successor shall have been duly elected
and shall qualify or until he shall resign or shall have been removed in the
manner hereinafter provided.

          SECTION 3.03 Election of Directors. The directors shall be elected
annually by the stockholders of the Corporation and the persons receiving the
greatest number of votes, up to the number of directors to be elected, shall be
the directors.

          SECTION 3.04 Resignations. Any director of the Corporation may resign
at any time by giving written notice to the Board or to the Secretary of the
Corporation. Any such resignation shall take effect at the time specified
therein, or, if the time be not specified, it shall take effect immediately upon
its receipt; and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

          SECTION 3.05 Vacancies. Except as otherwise provided in the
Certificate of Incorporation, any vacancy in the Board, whether because of
death, resignation, disqualification, an increase in the number of directors, or
any other cause, may be filled by vote of the majority of the remaining
directors, although less than a quorum. Each director so chosen to fill a
vacancy shall hold office until his successor shall have been elected and shall
qualify or until he shall resign or shall have been removed in the manner
hereinafter provided.

          SECTION 3.06 Place of Meeting, Etc. The Board may hold any of its
meetings at such place or places within or without the State of Delaware as the
Board may from time to time by resolution designate or as shall be designated by
the person or persons calling the meeting or in the notice or a waiver of notice
of any such meeting. Directors may participate in any regular or special meeting
of the Board by means of conference telephone or similar communications
equipment pursuant to which all persons participating in the meeting of the


                                        4



Board can hear each other, and such participation shall constitute presence in
person at such meeting.

          SECTION 3.07 First Meeting. The Board shall meet as soon as
practicable after each annual election of directors and notice of such first
meeting shall not be required.

          SECTION 3.08 Regular Meetings. Regular meetings of the Board may be
held at such times as the Board shall from time to time by resolution determine.
If any day fixed for a regular meeting shall be a legal holiday at the place
where the meeting is to be held, then the meeting shall be held at the same hour
and place on the next succeeding business day not a legal holiday. Except as
provided by law, notice of regular meetings need not be given.

          SECTION 3.09 Special Meetings. Special meetings of the Board shall be
held whenever called by the President or a majority of the authorized number of
directors. Except as otherwise provided by law or by these Bylaws, notice of the
time and place of each such special meeting shall be mailed to each director,
addressed to him at his residence or usual place of business, at least five (5)
days before the day on which the meeting is to be held, or shall be sent to him
at such place by telegraph or cable or be delivered personally not less than
forty-eight (48) hours before the time at which the meeting is to be held.
Except where otherwise required by law or by these Bylaws, notice of the purpose
of a special meeting need not be given. Notice of any meeting of the Board shall
not be required to be given to any director who is present at such meeting,
except a director who shall attend such meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened.

          SECTION 3.10 Quorum and Manner of Acting. Except as otherwise provided
in these Bylaws or by law, the presence of a majority of the authorized number
of directors shall be required to constitute a quorum for the transaction of
business at any meeting of the Board, and all matters shall be decided at any
such meeting, a quorum being present, by the affirmative votes of a majority of
the directors present. In the absence of a quorum, a majority of directors
present at any meeting may adjourn the same from time to time until a quorum
shall be present. Notice of any adjourned meeting need not be given. The
directors shall act only as a Board, and the individual directors shall have no
power as such.

          SECTION 3.11 Action by Consent. Any action required or permitted to be
taken at any meeting of the Board or of any committee thereof may be taken
without a meeting if a written consent thereto is signed by all members of the
Board or of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.

          SECTION 3.12 Removal of Directors. Subject to the provisions of the
Certificate of Incorporation, any director may be removed at any time, either
with or without cause, by the affirmative vote of the stockholders having a
majority of the voting power of the Corporation given at a special meeting of
the stockholders called for the purpose.


                                        5



          SECTION 3.13 Compensation. The directors shall receive only such
compensation for their services as directors as may be allowed by resolution of
the Board. The Board may also provide that the Corporation shall reimburse each
such director for any expense incurred by him on account of his attendance at
any meetings of the Board or Committees of the Board. Neither the payment of
such compensation nor the reimbursement of such expenses shall be construed to
preclude any director from serving the Corporation or its subsidiaries in any
other capacity and receiving compensation therefor.

          SECTION 3.14 Committees. The Board may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. Any such committee,
to the extent provided in the resolution of the Board and except as otherwise
limited by law, shall have and may exercise all the powers and authority of the
Board in the management of the business and affairs of the Corporation, and may
authorize the seal of the Corporation to be affixed to all papers which may
require it. Any such committee shall keep written minutes of its meetings and
report the same to the Board at the next regular meeting of the Board. In the
absence or disqualification of a member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board to act at the meeting in the place of any such absent or disqualified
member.

                                   ARTICLE IV

                                    Officers

          SECTION 4.01 Number. The officers of the Corporation shall be a
President, one or more Vice Presidents (the number thereof and their respective
titles to be determined by the Board), a Secretary and a Treasurer.

          SECTION 4.02 Election, Term of Office and Qualifications. The officers
of the Corporation, except such officers as may be appointed in accordance with
Section 4.03, shall be elected annually by the Board at the first meeting
thereof held after the election thereof. Each officer shall hold office until
his successor shall have been duly chosen and shall qualify or until his
resignation or removal in the manner hereinafter provided.

          SECTION 4.03 Assistants, Agents and Employees, Etc. In addition to the
officers specified in Section 4.01, the Board may appoint other assistants,
agents and employees as it may deem necessary or advisable, including one or
more Assistant Secretaries, and one or more Assistant Treasurers, each of whom
shall hold office for such period, have such authority, and perform such duties
as the Board may from time to time determine. The Board may delegate to any
officer of the Corporation or any committee of the Board the power to appoint,
remove and prescribe the duties of any such assistants, agents or employees.

          SECTION 4.04 Removal. Any officer, assistant, agent or employee of the
Corporation may be removed, with or without cause, at any time: (i) in the case
of an officer, assistant, agent or employee appointed by the Board, only by
resolution of the Board; and (ii) in


                                        6



the case of an officer, assistant, agent or employee, by any officer of the
Corporation or committee of the Board upon whom or which such power of removal
may be conferred by the Board.

          SECTION 4.05 Resignations. Any officer or assistant may resign at any
time by giving written notice of his resignation to the Board or the Secretary
of the Corporation. Any such resignation shall take effect at the time specified
therein, or, if the time be not specified, upon receipt thereof by the Board or
the Secretary, as the case may be; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

          SECTION 4.06 Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or other cause, may be filled for the
unexpired portion of the term thereof in the manner prescribed in these Bylaws
for regular appointments or elections to such office.

          SECTION 4.07 The President. The President of the Corporation shall be
the chief executive officer of the Corporation and shall have, subject to the
control of the Board, general and active supervision and management over the
business of the Corporation and over its several officers, assistants, agents
and employees.

          SECTION 4.08 The Vice Presidents. Each Vice President shall have such
powers and perform such duties as the Board may from time to time prescribe. At
the request of the President, or in case of the President's absence or inability
to act upon the request of the Board, a Vice President shall perform the duties
of the President and when so acting, shall have all the powers of, and be
subject to all the restrictions upon, the President.

          SECTION 4.09 The Secretary. The Secretary shall, if present, record
the proceedings of all meetings of the Board, of the stockholders, and of all
committees of which a secretary shall not have been appointed in one or more
books provided for that purpose; he shall see that all notices are duly given in
accordance with these Bylaws and as required by law; he shall be custodian of
the seal of the Corporation and shall affix and attest the seal to all documents
to be executed on behalf of the Corporation under its seal; and, in general, he
shall perform all the duties incident to the office of Secretary and such other
duties as may from time to time be assigned to him by the Board.

          SECTION 4.10 The Treasurer. The Treasurer shall have the general care
and custody of the funds and securities of the Corporation, and shall deposit
all such funds in the name of the Corporation in such banks, trust companies or
other depositories as shall be selected by the Board. He shall receive, and give
receipts for, moneys due and payable to the Corporation from any source
whatsoever. He shall exercise general supervision over expenditures and
disbursements made by officers, agents and employees of the Corporation and the
preparation of such records and reports in connection therewith as may be
necessary or desirable. He shall, in general, perform all other duties incident
to the office of Treasurer and such other duties as from time to time may be
assigned to him by the Board.


                                        7



          SECTION 4.11 Compensation. The compensation of the officers of the
Corporation shall be fixed from time to time by the Board. None of such officers
shall be prevented from receiving such compensation by reason of the fact that
he is also a director of the Corporation. Nothing contained herein shall
preclude any officer from serving the Corporation, or any subsidiary
corporation, in any other capacity and receiving such compensation by reason of
the fact that he is also a director of the Corporation. Nothing contained herein
shall preclude any officer from serving the Corporation, or any subsidiary
corporation, in any other capacity and receiving proper compensation therefor.

                                    ARTICLE V

                 Contracts, Checks, Drafts, Bank Accounts, Etc.

          SECTION 5.01 Execution of Contracts. The Board, except as in these
Bylaws otherwise provided, may authorize any officer or officers, agent or
agents, to enter into any contract or execute any instrument in the name of and
on behalf of the Corporation, and such authority may be general or confined to
specific instances; and unless so authorized by the Board or by these Bylaws, no
officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
it liable for any purpose or in any amount.

          SECTION 5.02 Checks, Drafts, Etc. All checks, drafts or other orders
for payment of money, notes or other evidence of indebtedness, issued in the
name of or payable to the Corporation, shall be signed or endorsed by such
person or persons and in such manner as, from time to time, shall be determined
by resolution of the Board. Each such officer, assistant, agent or attorney
shall give such bond, if any, as the Board may require.

          SECTION 5.03 Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board may select, or
as may be selected by any officer or officers, assistant or assistants, agent or
agents, or attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board. For the purpose of deposit and for the purpose
of collection for the account of the Corporation, the President, any Vice
President or the Treasurer (or any other officer or officers, assistant or
assistants, agent or agents, or attorney or attorneys of the Corporation who
shall from time to time be determined by the Board) may endorse, assign and
deliver checks, drafts and other orders for the payment of money which are
payable to the order of the Corporation.

          SECTION 5.04 General and Special Bank Accounts. The Board may from
time to time authorize the opening and keeping of general and special bank
accounts with such banks, trust companies or other depositories as the Board may
select or as may be selected by any officer or officers, assistant or
assistants, agent or agents, or attorney or attorneys of the Corporation to whom
such power shall have been delegated by the Board. The Board may make such
special rules and regulations with respect to such bank accounts, not
inconsistent with the provisions of these Bylaws, as it may deem expedient.


                                        8



                                   ARTICLE VI

                            Shares and Their Transfer

          SECTION 6.01 Certificates for Stock. Every owner of stock of the
Corporation shall be entitled to have a certificate or certificates, to be in
such form as the Board shall prescribe, certifying the number and class of
shares of the stock of the Corporation owned by him. The certificates
representing shares of such stock shall be numbered in the order in which they
shall be issued and shall be signed in the name of the Corporation by the
President or a Vice President, and by the Secretary or an Assistant Secretary or
by the Treasurer or an Assistant Treasurer. Any of or all of the signatures on
the certificates may be a facsimile. In case any officer, transfer agent or
registrar who has signed, or whose facsimile signature has been placed upon, any
such certificate, shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, such certificate may nevertheless
be issued by the Corporation with the same effect as though the person who
signed such certificate, or whose facsimile signature shall have been placed
thereupon, were such officer, transfer agent or registrar at the date of issue.
A record shall be kept of the respective names of the persons, firms or
corporations owning the stock represented by such certificates, the number and
class of shares represented by such certificates, respectively, and the
respective dates thereof, and in case of cancellation, the respective dates of
cancellation. Every certificate surrendered to the Corporation for exchange or
transfer shall be cancelled, and no new certificate or certificates shall be
issued in exchange for any existing certificate until such existing certificate
shall have been so cancelled, except in cases provided for in Section 6.04.

          SECTION 6.02 Transfers of Stock. Transfers of shares of stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary, or with a transfer clerk or a
transfer agent appointed as provided in Section 6.03, and upon surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon. The person in whose name shares of stock stand on the books
of the Corporation shall be deemed the owner thereof for all purposes as regards
the Corporation. Whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact shall be so expressed in the entry of
transfer if, when the certificate or certificates shall be presented to the
Corporation for transfer, both the transferor and the transferee request the
Corporation to do so.

          SECTION 6.03 Regulations. The Board may make such rules and
regulations as it may deem expedient, not inconsistent with these Bylaws,
concerning the issue, transfer and registration of certificates for shares of
the stock of the Corporation. It may appoint, or authorize any officer or
officers to appoint, one or more transfer clerks or one or more transfer agents
and one or more registrars, and may require all certificates for stock to bear
the signature or signatures of any of them.

          SECTION 6.04 Lost, Stolen, Destroyed, and Mutilated Certificates. In
any case of loss, theft, destruction, or mutilation of any certificate of stock,
another may be issued in its place upon proof of such loss, theft, destruction,
or mutilation and upon the giving of a bond


                                        9



of indemnity to the Corporation in such form and in such sum as the Board may
direct; provided, however, that a new certificate may be issued without
requiring any bond when, in the judgment of the Board, it is proper so to do.

          SECTION 6.05 Fixing Date for Determination of Stockholders of Record.
In order that the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any other change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board may fix, in advance, a record date, which shall not be more than 60
nor less than 10 days before the date of such meeting, nor more than 60 days
prior to any other action. If in any case involving the determination of
stockholders for any purpose other than notice of or voting at a meeting of
stockholders or expressing consent to corporate action without a meeting the
Board shall not fix such a record date, the record date for determining
stockholders for such purpose shall be the close of business on the day on which
the Board shall adopt the resolution relating thereto. A determination of
stockholders entitled to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of such meeting; provided, however, that the Board may
fix a new record date for the adjourned meeting.

                                   ARTICLE VII

                                 Indemnification

          SECTION 7.01 Action, Etc. Other Than by or in the Right of the
Corporation. The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.

          SECTION 7.02 Actions, Etc., by or in the Right of the Corporation. The
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer,


                                       10



employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation, except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the Corporation unless and only to the extent that the Court of Chancery
or the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

          SECTION 7.03 Determination of Right of Indemnification. Any
indemnification under Section 7.01 or 7.02 (unless ordered by a court) shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he has met the applicable standard of
conduct set forth in Section 7.01 and 7.02. Such determination shall be made (i)
by the Board by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (ii) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders.

          SECTION 7.04 Indemnification Against Expenses of Successful Party.
Notwithstanding the other provisions of this Article, to the extent that a
director, officer, employee or agent of the Corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
in Section 7.01 or 7.02, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

          SECTION 7.05 Prepaid Expenses. Expenses incurred by an officer or
director in defending a civil or criminal action, suit or proceeding may be paid
by the Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board in the specific case upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the Corporation as authorized in this Article. Such expenses incurred by
other employees and agents may be so paid upon such terms and conditions, if
any, as the Board deems appropriate.

          SECTION 7.06 Other Rights and Remedies. The indemnification provided
by this Article shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any Bylaws, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.


                                       11



          SECTION 7.07 Insurance. Upon resolution passed by the Board, the
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article.

          SECTION 7.08 Constituent Corporations. For the purposes of this
Article, references to "the Corporation" include all constituent corporations
absorbed in a consolidation or merger as well as the resulting or surviving
corporation, so that any person who is or was a director, officer, employee or
agent of such a constituent corporation or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise shall
stand in the same position under the provisions of this Article with respect to
the resulting or surviving corporation as he would if he had served the
resulting or surviving corporation in the same capacity.

          SECTION 7.09 Other Enterprises, Fines, and Serving at Corporation's
Request. For purposes of this Article, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this
Article.

                                  ARTICLE VIII

                                  Miscellaneous

          SECTION 8.01 Seal. The Board shall provide a corporate seal, which
shall be in the form of a circle and shall bear the name of the Corporation and
words and figures showing that the Corporation was incorporated in the State of
Delaware and the year of incorporation.

          SECTION 8.02 Waiver of Notices. Whenever notice is required to be
given by these Bylaws or the Certificate of Incorporation or by law, the person
entitled to said notice may waive such notice in writing, either before or after
the time stated therein, and such waiver shall be deemed equivalent to notice.

          SECTION 8.03 Amendments. These Bylaws, or any of them, may be altered,
amended or repealed, and new Bylaws may be made, (i) by the Board, by vote of a
majority of the number of directors then in office as directors, acting at any
meeting of the


                                       12



Board, or (ii) by the stockholders, at any annual meeting of stockholders,
without previous notice, or at any special meeting of stockholders, provided
that notice of such proposed amendment, modification, repeal or adoption is
given in the notice of special meeting. Any Bylaws made or altered by the
stockholders may be altered or repealed by either the Board or the stockholders.


                                       13



                       CERTIFICATE OF ASSISTANT SECRETARY

          I, the undersigned, do hereby certify:

          1. That I am the duly elected and acting Assistant Secretary of
Atlantic/Palm Beach Ambulance Acquisition, Inc., a Delaware corporation; and

          2. That the foregoing bylaws, comprising 16 pages, constitute the
bylaws of said corporation as duly adopted by action of the sole stockholder or
board of directors of the Corporation.

          IN WITNESS WHEREOF, I have executed this Certificate as Assistant
Secretary of the Corporation effective as of this 27 day of March, 1992.


                                        /s/ Gerard A. Thompson
                                        ----------------------------------------
                                        Gerard A. Thompson


                                       14

EX-3.62

                                                                    Exhibit 3.62

                    CERTIFICATE OF CHANGE OF REGISTERED AGENT

                                       AND

                                REGISTERED OFFICE

                                    * * * * *

          Atlantic/Key West Ambulance, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

          The present registered agent of the corporation is The Prentice-Hall
Corporation System, Inc. and the present registered office of the corporation is
in the county of New Castle.

          The Board of Directors of Atlantic/Key West Ambulance, Inc. adopted
the following resolution on the 22nd day of November, 1995.

          Resolved, that the registered office of Atlantic/Key West Ambulance,
Inc. in the state of Delaware be and it hereby is changed to Corporation Trust
Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and
the authorization of the present registered agent of this corporation be and the
same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is
hereby constituted and appointed the registered agent of this corporation at the
address of its registered office.

          IN WITNESS WHEREOF, Atlantic/Key West Ambulance, Inc. has caused this
statement to be signed by Robert H. Byrne, its Secretary*, this 22nd day of
November, 1995.




                                        /s/ Robert H. Byrne
                                        ----------------------------------------
                                        Secretary
                                        (Title)

*    Any authorized officer or the chairman or Vice-Chairman of the Board of
     Directors may execute this certificate.



                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                  ATLANTIC/KEY WEST AMBULANCE ACQUISITION, INC.

          Atlantic/Key West Ambulance Acquisition, Inc., a corporation organized
under the General Corporation Law of the State of Delaware (the "Corporation"),
hereby certifies as follows:

          1. Article I of the Certificate of Incorporation of the Corporation is
hereby amended to read in its entirety as follows:

                                    ARTICLE I

          The name of the Corporation is Atlantic/Key West Ambulance, Inc."

          2. The amendment set forth has been duly approved by the directors of
the Corporation and by the stockholders entitled to vote thereon.

          3. The amendment set forth was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

          IN WITNESS WHEREOF, I, the undersigned, being the president of the
Corporation, for the purpose of amending the Certificate of Incorporation of the
Corporation pursuant to Section 242 of the General Corporation Law of the State
of Delaware, do make and file this certificate, hereby declaring and certifying
that the facts herein stated are true, and accordingly have hereunto set my
hand, this 21st day of August, 1992.


                                        /s/ George B. DeHuff III
                                        ----------------------------------------
                                        George B. DeHuff III


Attest:


/s/ Gerard A. Thompson
- -------------------------------------
Gerard A. Thompson
Assistant Secretary



                          CERTIFICATE OF INCORPORATION
                                       OF
                  ATLANTIC/KEY WEST AMBULANCE ACQUISITION, INC.

                                    ARTICLE I

                               NAME OF CORPORATION

                         The name of this corporation is

                  Atlantic/Key West Ambulance Acquisition, Inc.

                                   ARTICLE II

                                REGISTERED OFFICE

          The address of the registered office of the corporation in the State
of Delaware is 32 Loockerman Square, Suite L-100, in the City of Dover, County
of Kent, and the name of its registered agent at that address is The
Prentice-Hall Corporation System, Inc.

                                   ARTICLE III

                                     PURPOSE

          The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

                                   ARTICLE IV

                            AUTHORIZED CAPITAL STOCK

          The corporation shall be authorized to issue one class of stock to be
designated Common Stock; the total number of shares which the corporation shall
have authority to issue is one thousand (1,000), and each such share shall have
a par value of one cent ($.01).



                                    ARTICLE V

                                  INCORPORATOR

          The name and mailing address of the incorporator of the corporation
is:

                               Gerard A. Thompson
                      620 Newport Central Drive, Suite 1450
                         Newport Beach, California 92660

                                   ARTICLE VI

                          BOARD POWER REGARDING BYLAWS

          In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, repeal, alter,
amend and rescind the bylaws of the corporation.

                                   ARTICLE VII

                              ELECTION OF DIRECTORS

          Elections of directors need not be by written ballot unless the bylaws
of the corporation shall so provide.

                                  ARTICLE VIII

                        LIMITATION OF DIRECTOR LIABILITY

          To the fullest extent permitted by the Delaware General Corporation
Law as the same exists or may hereafter be amended, a director of the
corporation shall not be liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. If the Delaware
General Corporation Law is amended after the date of the filing of this
Certificate of Incorporation to authorize corporate action further eliminating
or limiting the personal liability of directors, then the liability of a
director of the corporation shall be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as so amended from time to
time. No repeal or modification of this Article VIII by the stockholders shall
adversely affect any right or protection of a director of the corporation
existing by virtue of this Article VIII at the time of such repeal or
modification.

                                   ARTICLE IX

                                 CORPORATE POWER

          The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred on stockholders
herein are granted subject to this reservation.



                                    ARTICLE X

                       CREDITOR COMPROMISE OR ARRANGEMENT

          Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.

          THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation to do business both within and without the
State of Delaware, and in pursuance of the Delaware General Corporation Law,
does hereby make and file this Certificate.

Date: March 25, 1992


/s/ Gerard A. Thompson
- -------------------------------------
Gerard A. Thompson

EX-3.63

                                                                    Exhibit 3.63

                  ATLANTIC/KEY WEST AMBULANCE ACQUISITION, INC.

                            (a Delaware corporation)

                                     BYLAWS

                                    ARTICLE I

                                     Offices

          SECTION 1.01 Registered Office. The registered office of Atlantic/Key
West Ambulance Acquisition, Inc. (hereinafter called the "Corporation") in the
State of Delaware shall be at 32 Loockerman Square, City of Dover, County of
Kent, and the name of the registered agent in charge thereof shall be The
Prentice-Hall Corporation System, Inc.

          SECTION 1.02 Other Offices. The Corporation may also have an office or
offices at such other place or places, either within or without the State of
Delaware, as the Board of Directors (hereinafter called the "Board") may from
time to time determine or as the business of the Corporation may require.

                                   ARTICLE II

                            Meetings of Stockholders

          SECTION 2.01 Annual Meetings. Annual meetings of the stockholders of
the Corporation for the purpose of electing directors and for the transaction of
such other proper business as may come before such meetings may be held at such
time, date and place as the Board shall determine by resolution.

          SECTION 2.02 Special Meetings. A special meeting of the stockholders
for the transaction of any proper business may be called at any time by the
Board or by the President.

          SECTION 2.03 Place of Meetings. All meetings of the stockholders shall
be held at such places, within or without the State of Delaware, as may from
time to time be designated by the person or persons calling the respective
meeting and specified in the respective notices or waivers of notice thereof.

          SECTION 2.04 Notice of Meetings. Except as otherwise required by law,
notice of each meeting of the stockholders, whether annual or special, shall be
given not less than ten (10) nor more than sixty (60) days before the date of
the meeting to each stockholder of record entitled to vote at such meeting by
delivering a typewritten or printed notice thereof to him personally, or by
depositing such notice in the United States mail, in a postage prepaid envelope,
directed to him at his post office address furnished by him to the Secretary of
the Corporation for such purpose or, if he shall not have furnished to the
Secretary his address for such purpose, then at his post office address last
known to the Secretary, or by transmitting a



notice thereof to him at such address by telegraph, cable, or wireless. Except
as otherwise expressly required by law, no publication of any notice of a
meeting of the stockholders shall be required. Every notice of a meeting of the
stockholders shall state the place, date and hour of the meeting, and, in the
case of a special meeting, shall also state the purpose or purposes for which
the meeting is called. Notice of any meeting of stockholders shall not be
required to be given to any stockholder who shall have waived such notice and
such notice shall be deemed waived by any stockholder who shall attend such
meeting in person or by proxy, except as a stockholder who shall attend such
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened. Except as otherwise expressly required by law, notice of any adjourned
meeting of the stockholders need not be given if the time and place thereof are
announced at the meeting at which the adjournment is taken.

          SECTION 2.05 Quorum. Except in the case of any meeting for the
election of directors summarily ordered as provided by law, the holders of
record of a majority in voting interest of the shares of stock of the
Corporation entitled to be voted thereat, present in person or by proxy, shall
constitute a quorum for the transaction of business at any meeting of the
stockholders of the Corporation or any adjournment thereof. In the absence of a
quorum at any meeting or any adjournment thereof, a majority in voting interest
of the stockholders present in person or by proxy and entitled to vote thereat
or, in the absence therefrom of all the stockholders, any officer entitled to
preside at, or to act as secretary of, such meeting may adjourn such meeting
from time to time. At any such adjourned meeting at which a quorum is present
any business may be transacted which might have been transacted at the meeting
as originally called.

          SECTION 2.06 Voting.

          (a) Each stockholder shall, at each meeting of the stockholders, be
entitled to vote in person or by proxy each share or fractional share of the
stock of the Corporation having voting rights on the matter in question and
which shall have been held by him and registered in his name on the books of the
Corporation:

               (i) on the date fixed pursuant to Section 6.05 of these Bylaws as
          the record date for the determination of stockholders entitled to
          notice of and to vote at such meeting, or

               (ii) if no such record date shall have been so fixed, then (a) at
          the close of business on the day next preceding the day on which
          notice of the meeting shall be given or (b) if notice of the meeting
          shall be waived, at the close of business on the day next preceding
          the day on which the meeting shall be held.

          (b) Shares of its own stock belonging to the Corporation or to another
corporation, if a majority of the shares entitled to vote in the election of
directors in such other corporation is held, directly or indirectly, by the
Corporation, shall neither be entitled to vote nor be counted for quorum
purposes. Persons holding stock of the Corporation in a fiduciary capacity shall
be entitled to vote such stock. Persons whose stock is pledged shall be entitled
to


                                       2



vote, unless in the transfer by the pledgor on the books of the Corporation he
shall have expressly empowered the pledgee to vote thereon, in which case only
the pledgee, or his proxy, may represent such stock and vote thereon. Stock
having voting power standing of record in the names of two or more persons,
whether fiduciaries, members of a partnership, joint tenants in common, tenants
by entirety or otherwise, or with respect to which two or more persons have the
same fiduciary relationship, shall be voted in accordance with the provisions of
the General Corporation Law of the State of Delaware.

          (c) Any such voting rights may be exercised by the stockholder
entitled thereto in person or by his proxy appointed by an instrument in
writing, subscribed by such stockholder or by his attorney thereunto authorized
and delivered to the secretary of the meeting; provided, however, that no proxy
shall be voted or acted upon after three years from its date unless said proxy
shall provide for a longer period. The attendance at any meeting of a
stockholder who may theretofore have given a proxy shall not have the effect of
revoking the same unless he shall in writing so notify the secretary of the
meeting prior to the voting of the proxy. At any meeting of the stockholders all
matters, except as otherwise provided in the Certificate of Incorporation, in
these Bylaws or by law, shall be decided by the vote of a majority in voting
interest of the stockholders present in person or by proxy and entitled to vote
thereat and thereon, a quorum being present. The vote at any meeting of the
stockholders on any question need not be by ballot, unless so directed by the
chairman of the meeting. On a vote by ballot each ballot shall be signed by the
stockholder voting, or by his proxy, if there be such proxy, and it shall state
the number of shares voted.

          SECTION 2.07 List of Stockholders. The Secretary of the Corporation
shall prepare and make, at least ten (10) days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within .the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

          SECTION 2.08 Judges. If at any meeting of the stockholders a vote by
written ballot shall be taken on any question, the chairman of such meeting may
appoint a judge or judges to act with respect to such vote. Each judge so
appointed shall first subscribe an oath faithfully to execute the duties of a
judge at such meeting with strict impartiality and according to the best of his
ability. Such judges shall decide upon the qualification of the voters and shall
report the number of shares represented at the meeting and entitled to vote on
such question, shall conduct and accept the votes, and, when the voting is
completed, shall ascertain and report the number of shares voted respectively
for and against the question. Reports of judges shall be in writing and
subscribed and delivered by them to the Secretary of the Corporation. The judges
need not be stockholders of the Corporation, and any officer of the Corporation
may be a judge on any question other than a vote for or against a proposal in
which he shall have a material interest.


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          SECTION 2.09 Action Without Meeting. Any action required to be taken
at any annual or special meeting of stockholders of the Corporation, or any
action which may be taken at any annual or special meeting of such stockholders,
may be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.

                                   ARTICLE III

                               Board of Directors

          SECTION 3.01 General Powers. The property, business and affairs of the
Corporation shall be managed by the Board.

          SECTION 3.02 Number and Term of Office. The number of directors shall
be two (2). Directors need not be stockholders. Each of the directors of the
Corporation shall hold office until his successor shall have been duly elected
and shall qualify or until he shall resign or shall have been removed in the
manner hereinafter provided.

          SECTION 3.03 Election of Directors. The directors shall be elected
annually by the stockholders of the Corporation and the persons receiving the
greatest number of votes, up to the number of directors to be elected, shall be
the directors.

          SECTION 3.04 Resignations. Any director of the Corporation may resign
at any time by giving written notice to the Board or to the Secretary of the
Corporation. Any such resignation shall take effect at the time specified
therein, or, if the time be not specified, it shall take effect immediately upon
its receipt; and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

          SECTION 3.05 Vacancies. Except as otherwise provided in the
Certificate of Incorporation, any vacancy in the Board, whether because of
death, resignation, disqualification, an increase in the number of directors, or
any other cause, may be filled by vote of the majority of the remaining
directors, although less than a quorum. Each director so chosen to fill a
vacancy shall hold office until his successor shall have been elected and shall
qualify or until he shall resign or shall have been removed in the manner
hereinafter provided.

          SECTION 3.06 Place of Meeting, Etc. The Board may hold any of its
meetings at such place or places within or without the State of Delaware as the
Board may from time to time by resolution designate or as shall be designated by
the person or persons calling the meeting or in the notice or a waiver of notice
of any such meeting. Directors may participate in any regular or special meeting
of the Board by means of conference telephone or similar communications
equipment pursuant to which all persons participating in the meeting of the
Board can hear each other, and such participation shall constitute presence in
person at such meeting.


                                       4



          SECTION 3.07 First Meeting. The Board shall meet as soon as
practicable after each annual election of directors and notice of such first
meeting shall not be required.

          SECTION 3.08 Regular Meetings. Regular meetings of the Board may be
held at such times as the Board shall from time to time by resolution determine.
If any day fixed for a regular meeting shall be a legal holiday at the place
where the meeting is to be held, then the meeting shall be held at the same hour
and place on the next succeeding business day not a legal holiday. Except as
provided by law, notice of regular meetings need not be given.

          SECTION 3.09 Special Meetings. Special meetings of the Board shall be
held whenever called by the President or a majority of the authorized number of
directors. Except as otherwise provided by law or by these Bylaws, notice of the
time and place of each such special meeting shall be mailed to each director,
addressed to him at his residence or usual place of business, at least five (5)
days before the day on which the meeting is to be held, or shall be sent to him
at such place by telegraph or cable or be delivered personally not less than
forty-eight (48) hours before the time at which the meeting is to be held.
Except where otherwise required by law or by these Bylaws, notice of the purpose
of a special meeting need not be given. Notice of any meeting of the Board shall
not be required to be given to any director who is present at such meeting,
except a director who shall attend such meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened.

          SECTION 3.10 Quorum and Manner of Acting. Except as otherwise provided
in these Bylaws or by law, the presence of a majority of the authorized number
of directors shall be required to constitute a quorum for the transaction of
business at any meeting of the Board, and all matters shall be decided at any
such meeting, a quorum being present, by the affirmative votes of a majority of
the directors present. In the absence of a quorum, a majority of directors
present at any meeting may adjourn the same from time to time until a quorum
shall be present. Notice of any adjourned meeting need not be given. The
directors shall act only as a Board, and the individual directors shall have no
power as such.

          SECTION 3.11 Action by Consent. Any action required or permitted to be
taken at any meeting of the Board or of any committee thereof may be taken
without a meeting if a written consent thereto is signed by all members of the
Board, or of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.

          SECTION 3.12 Removal of Directors. Subject to the provisions of the
Certificate of Incorporation, any director may be removed at any time, either
with or without cause, by the affirmative vote of the stockholders having a
majority of the voting power of the Corporation given at a special meeting of
the stockholders called for the purpose.

          SECTION 3.13 Compensation. The directors shall receive only such
compensation for their services as directors as may be allowed by resolution of
the Board. The Board may also provide that the Corporation shall reimburse each
such director for any expense incurred by him on account of his attendance at
any meetings of the Board or Committees of the Board. Neither the payment of
such compensation nor the reimbursement of such expenses shall


                                       5



be construed to preclude any director from serving the Corporation or its
subsidiaries in any other capacity and receiving compensation therefor.

          SECTION 3.14 Committees. The Board may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. Any such committee,
to the extent provided in the resolution of the Board and except as otherwise
limited by law, shall have and may exercise all the powers and authority of the
Board in the management of the business and affairs of the Corporation, and may
authorize the seal of the Corporation to be affixed to all papers which may
require it. Any such committee shall keep written minutes of its meetings and
report the same to the Board at the next regular meeting of the Board. In the
absence or disqualification of a member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board to act at the meeting in the place of any such absent or disqualified
member.

                                   ARTICLE IV

                                    Officers

          SECTION 4.01 Number. The officers of the Corporation shall be a
President, one or more Vice Presidents (the number thereof and their respective
titles to be determined by the Board), a Secretary and a Treasurer.

          SECTION 4.02 Election. Term of Office and Qualifications. The officers
of the Corporation, except such officers as may be appointed in accordance with
Section 4.03, shall be elected annually by the Board at the first meeting
thereof held after the election thereof. Each officer shall hold office until
his successor shall have been duly chosen and shall qualify or until his
resignation or removal in the manner hereinafter provided.

          SECTION 4.03 Assistants, Agents and Employees, Etc. In addition to the
officers specified in Section 4.01, the Board may appoint other assistants,
agents and employees as it may deem necessary or advisable, including one or
more Assistant Secretaries, and one or more Assistant Treasurers, each of whom
shall hold office for such period, have such authority, and perform such duties
as the Board may from time to time determine. The Board may delegate to any
officer of the Corporation or any committee of the Board the power to appoint,
remove and prescribe the duties of any such assistants, agents or employees.

          SECTION 4.04 Removal. Any officer, assistant, agent or employee of the
Corporation may be removed, with or without cause, at any time: (i) in the case
of an officer, assistant, agent or employee appointed by the Board, only by
resolution of the Board; and (ii) in the case of an officer, assistant, agent or
employee, by any officer of the Corporation or committee of the Board upon whom
or which such power of removal may be conferred by the Board.

          SECTION 4.05 Resignations. Any officer or assistant may resign at any
time by giving written notice of his resignation to the Board or the Secretary
of the Corporation.


                                       6



Any such resignation shall take effect at the time specified therein, or, if the
time be not specified, upon receipt thereof by the Board or the Secretary, as
the case may be; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

          SECTION 4.06 Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or other cause, may be filled for the
unexpired portion of the term thereof in the manner prescribed in these Bylaws
for regular appointments or elections to such office.

          SECTION 4.07 The President. The President of the Corporation shall be
the chief executive officer of the Corporation and shall have, subject to the
control of the Board, general and active supervision and management over the
business of the Corporation and over its several officers, assistants, agents
and employees.

          SECTION 4.08 The Vice Presidents. Each Vice President shall have such
powers and perform such duties as the Board may from time to time prescribe. At
the request of the President, or in case of the President's absence or inability
to act upon the request of the Board, a Vice President shall perform the duties
of the President and when so acting, shall have all the powers of, and be
subject to all the restrictions upon, the President.

          SECTION 4.09 The Secretary. The Secretary shall, if present, record
the proceedings of all meetings of the Board, of the stockholders, and of all
committees of which a secretary shall not have been appointed in one or more
books provided for that purpose; he shall see that all notices are duly given in
accordance with these Bylaws and as required by law; he shall be custodian of
the seal of the Corporation and shall affix and attest the seal to all documents
to be executed on behalf of the Corporation under its seal; and, in general, he
shall perform all the duties incident to the office of Secretary and such other
duties as may from time to time be assigned to him by the Board.

          SECTION 4.10 The Treasurer. The Treasurer shall have the general care
and custody of the funds and securities of the Corporation, and shall deposit
all such funds in the name of the Corporation in such banks, trust companies or
other depositories as shall be selected by the Board. He shall receive, and give
receipts for, moneys due and payable to the Corporation from any source
whatsoever. He shall exercise general supervision over expenditures and
disbursements made by officers, agents and employees of the Corporation and the
preparation of such records and reports in connection therewith as may be
necessary or desirable. He shall, in general, perform all other duties incident
to the office of Treasurer and such other duties as from time to time may be
assigned to him by the Board.

          SECTION 4.11 Compensation. The compensation of the officers of the
Corporation shall be fixed from time to time by the Board. None of such officers
shall be prevented from receiving such compensation by reason of the fact that
he is also a director of the Corporation. Nothing contained herein shall
preclude any officer from serving the Corporation, or any subsidiary
corporation, in any other capacity and receiving such compensation by reason of
the fact that he is also a director of the Corporation. Nothing contained herein
shall preclude


                                       7



any officer from serving the Corporation, or any subsidiary corporation, in any
other capacity and receiving proper compensation therefor.

                                    ARTICLE V

                 Contracts, Checks, Drafts, Bank Accounts, Etc.

          SECTION 5.01 Execution of Contracts. The Board, except as in these
Bylaws otherwise provided, may authorize any officer or officers, agent or
agents, to enter into any contract or execute any instrument in the name of and
on behalf of the Corporation, and such authority may be general or confined to
specific instances; and unless so authorized by the Board or by these Bylaws, no
officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
it liable for any purpose or in any amount.

          SECTION 5.02 Checks, Drafts, Etc. All checks, drafts or other orders
for payment of money, notes or other evidence of indebtedness, issued in the
name of or payable to the Corporation, shall be signed or endorsed by such
person or persons and in such manner as, from time to time, shall be determined
by resolution of the Board. Each such officer, assistant, agent or attorney
shall give such bond, if any, as the Board may require.

          SECTION 5.03 Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board may select, or
as may be selected by any officer or officers, assistant or assistants, agent or
agents, or attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board. For the purpose of deposit and for the purpose
of collection for the account of the Corporation, the President, any Vice
President or the Treasurer (or any other officer or officers, assistant or
assistants, agent or agents, or attorney or attorneys of the Corporation who
shall from time to time be determined by the Board) may endorse, assign and
deliver checks, drafts and other orders for the payment of money which are
payable to the order of the Corporation.

          SECTION 5.04 General and Special Bank Accounts. The Board may from
time to time authorize the opening and keeping of general and special bank
accounts with such banks, trust companies or other depositories as the Board may
select or as may be selected by any officer or officers, assistant or
assistants, agent or agents, or attorney or attorneys of the Corporation to whom
such power shall have been delegated by the Board. The Board may make such
special rules and regulations with respect to such bank accounts, not
inconsistent with the provisions of these Bylaws, as it may deem expedient.

                                   ARTICLE VI

                            Shares and Their Transfer

          SECTION 6.01 Certificates for Stock. Every owner of stock of the
Corporation shall be entitled to have a certificate or certificates, to be in
such form as the Board shall prescribe, certifying the number and class of
shares of the stock of the Corporation owned


                                       8



by him. The certificates representing shares of such stock shall be numbered in
the order in which they shall be issued and shall be signed in the name of the
Corporation by the President or a Vice President, and by the Secretary or an
Assistant Secretary or by the Treasurer or an Assistant Treasurer. Any of or all
of the signatures on the certificates may be a facsimile. In case any officer,
transfer agent or registrar who has signed, or whose facsimile signature has
been placed upon, any such certificate, shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, such certificate
may nevertheless be issued by the Corporation with the same effect as though the
person who signed such certificate, or whose facsimile signature shall have been
placed thereupon, were such officer, transfer agent or registrar at the date of
issue. A record shall be kept of the respective names of the persons, firms or
corporations owning the stock represented by such certificates, the number and
class of shares represented by such certificates, respectively, and the
respective dates thereof, and in case of cancellation, the respective dates of
cancellation. Every certificate surrendered to the Corporation for exchange or
transfer shall be cancelled, and no new certificate or certificates shall be
issued in exchange for any existing certificate until such existing certificate
shall have been so cancelled, except in cases provided for in Section 6.04.

          SECTION 6.02 Transfers of Stock. Transfers of shares of stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary, or with a transfer clerk or a
transfer agent appointed as provided in Section 6.03, and upon surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon. The person in whose name shares of stock stand on the books
of the Corporation shall be deemed the owner thereof for all purposes as regards
the Corporation. Whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact shall be so expressed in the entry of
transfer if, when the certificate or certificates shall be presented to the
Corporation for transfer, both the transferor and the transferee request the
Corporation to do so.

          SECTION 6.03 Regulations. The Board may make such rules and
regulations as it may deem expedient, not inconsistent with these Bylaws,
concerning the issue, transfer and registration of certificates for shares of
the stock of the Corporation. It may appoint, or authorize any officer or
officers to appoint, one or more transfer clerks or one or more transfer agents
and one or more registrars, and may require all certificates for stock to bear
the signature or signatures of any of them.

          SECTION 6.04 Lost, Stolen, Destroyed, and Mutilated Certificates. In
any case of loss, theft, destruction, or mutilation of any certificate of stock,
another may be issued in its place upon proof of such loss, theft, destruction,
or mutilation and upon the giving of a bond of indemnity to the Corporation in
such form and in such sum as the Board may direct; provided, however, that a new
certificate may be issued without requiring any bond when, in the judgment of
the Board, it is proper so to do.

          SECTION 6.05 Fixing Date for Determination of Stockholders of Record.
In order that the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other


                                       9



distribution or allotment of any rights, or entitled to exercise any rights in
respect of any other change, conversion or exchange of stock or for the purpose
of any other lawful action, the Board may fix, in advance, a record date, which
shall not be more than 60 nor less than 10 days before the date of such meeting,
nor more than 60 days prior to any other action. If in any case involving the
determination of stockholders for any purpose other than notice of or voting at
a meeting of stockholders or expressing consent to corporate action without a
meeting the Board shall not fix such a record date, the record date for
determining stockholders for such purpose shall be the close of business on the
day on which the Board shall adopt the resolution relating thereto. A
determination of stockholders entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of such meeting; provided, however,
that the Board may fix a new record date for the adjourned meeting.

                                   ARTICLE VII

                                 Indemnification

          SECTION 7.01 Action, Etc. Other Than by or in the Right of the
Corporation. The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.

          SECTION 7.02 Actions, Etc., by or in the Right of the Corporation. The
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in .a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
Corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon


                                       10



application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

          SECTION 7.03 Determination of Right of Indemnification. Any
indemnification under Section 7.01 or 7.02 (unless ordered by a court) shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he has met the applicable standard of
conduct set forth in Section 7.01 and 7.02. Such determination shall be made (i)
by the Board by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (ii) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders.

          SECTION 7.04 Indemnification Against Expenses of Successful Party.
Notwithstanding the other provisions of this Article, to the extent that a
director, officer, employee or agent of the Corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
in Section 7.01 or 7.02, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

          SECTION 7.05 Prepaid Expenses. Expenses incurred by an officer or
director in defending a civil or criminal action, suit or proceeding may be paid
by the Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board in the specific case upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the Corporation as authorized in this Article. Such expenses incurred by
other employees and agents may be so paid upon such terms and conditions, if
any, as the Board deems appropriate.

          SECTION 7.06 Other Rights and Remedies. The indemnification provided
by this Article shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any Bylaws, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

          SECTION 7.07 Insurance. Upon resolution passed by the Board, the
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article.


                                       11



          SECTION 7.08 Constituent Corporations. For the purposes of this
Article, references to "the Corporation" include all constituent corporations
absorbed in a consolidation or merger as well as the resulting or surviving
corporation, so that any person who is or was a director, officer, employee or
agent of such a constituent corporation or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise shall
stand in the same position under the provisions of this Article with respect to
the resulting or surviving corporation as he would if he had served the
resulting or surviving corporation in the same capacity.

          SECTION 7.09 Other Enterprises, Fines, and Serving at Corporation's
Request. For purposes of this Article, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this
Article.

                                  ARTICLE VIII

                                  Miscellaneous

          SECTION 8.01 Seal. The Board shall provide a corporate seal, which
shall be in the form of a circle and shall bear the name of the Corporation and
words and figures showing that the Corporation was incorporated in the State of
Delaware and the year of incorporation.

          SECTION 8.02 Waiver of Notices. Whenever notice is required to be
given by these Bylaws or the Certificate of Incorporation or by law, the person
entitled to said notice may waive such notice in writing, either before or after
the time stated therein, and such waiver shall be deemed equivalent to notice.

          SECTION 8.03 Amendments. These Bylaws, or any of them, may be altered,
amended or repealed, and new Bylaws may be made, (i) by the Board, by vote of a
majority of the number of directors then in office as directors, acting at any
meeting of the Board, or (ii) by the stockholders, at any annual meeting of
stockholders, without previous notice, or at any special meeting of
stockholders, provided that notice of such proposed amendment, modification,
repeal or adoption is given in the notice of special meeting. Any Bylaws made or
altered by the stockholders may be altered or repealed by either the Board or
the stockholders.


                                       12



                       CERTIFICATE OF ASSISTANT SECRETARY

          I, the undersigned, do hereby certify:

          1. That I am the duly elected and acting Assistant Secretary of
Atlantic/Key West Ambulance Acquisition, Inc., a Delaware corporation; and

          2. That the foregoing bylaws, comprising 16 pages, constitute the
bylaws of said corporation as duly adopted by action of the sole stockholder or
board of directors of the Corporation.

          IN WITNESS WHEREOF, I have executed this Certificate as Assistant
Secretary of the Corporation effective as of this 27 day of March, 1992.


                                        /s/ [Gerard A. Thompson]
                                        ----------------------------------------
                                        Gerard A. Thompson


                                       13

EX-3.64

                                                                    Exhibit 3.64

                    CERTIFICATE OF CHANGE OF REGISTERED AGENT

                                       AND

                                REGISTERED OFFICE

                                    * * * * *

          Atlantic Ambulance Services Acquisition, Inc., a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

          The present registered agent of the corporation is The Prentice-Hall
Corporation System, Inc. and the present registered office of the corporation is
in the county of New Castle.

          The Board of Directors of Atlantic Ambulance Services Acquisition,
Inc. adopted the following resolution on the 22nd day of November, 1995.

          Resolved, that the registered office of Atlantic Ambulance Services
     Acquisition, Inc. in the state of Delaware be and it hereby is changed to
     Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
     County of New Castle, and the authorization of the present registered agent
     of this corporation be and the same is hereby withdrawn, and THE
     CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed
     the registered agent of this corporation at the address of its registered
     office.

          IN WITNESS WHEREOF, Atlantic Ambulance Services Acquisition, Inc. has
caused this statement to be signed by Robert H. Byrne, its Secretary*, this 22nd
day of November, 1995.


                                        /s/ Robert H. Byrne
                                        ----------------------------------------
                                        Secretary
                                        (Title)

*    Any authorized officer or the chairman or Vice-Chairman of the Board of
     Directors may execute this certificate.



                          CERTIFICATE OF INCORPORATION
                                       OF
                  ATLANTIC AMBULANCE SERVICES ACQUISITION, INC.

                                    ARTICLE I

                               NAME OF CORPORATION

                         The name of this corporation is

                  Atlantic Ambulance Services Acquisition, Inc.

                                   ARTICLE II

                                REGISTERED OFFICE

          The address of the registered office of the corporation in the State
of Delaware is 32 Loockerman Square, Suite L-100, in the City of Dover, County
of Kent, and the name of its registered agent at that address is The
Prentice-Hall Corporation System, Inc.

                                   ARTICLE III

                                     PURPOSE

          The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

                                   ARTICLE IV

                            AUTHORIZED CAPITAL STOCK

          The corporation shall be authorized to issue one class of stock to be
designated Common Stock; the total number of shares which the corporation shall
have authority to issue is one thousand (1,000), and each such share shall have
a par value of one cent ($.01).

                                    ARTICLE V

                                  INCORPORATOR

          The name and mailing address of the incorporator of the corporation
is:

                               Gerard A. Thompson
                      620 Newport Central Drive, Suite 1450
                         Newport Beach, California 92660



                                   ARTICLE VI

                          BOARD POWER REGARDING BYLAWS

          In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, repeal, alter,
amend and rescind the bylaws of the corporation.

                                   ARTICLE VII

                              ELECTION OF DIRECTORS

          Elections of directors need not be by written ballot unless the bylaws
of the corporation shall so provide.

                                  ARTICLE VIII

                        LIMITATION OF DIRECTOR LIABILITY

          To the fullest extent permitted by the Delaware General Corporation
Law as the same exists or may hereafter be amended, a director of the
corporation shall not be liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. If the Delaware
General Corporation Law is amended after the date of the filing of this
Certificate of Incorporation to authorize corporate action further eliminating
or limiting the personal liability of directors, then the liability of a
director of the corporation shall be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as so amended from time to
time. No repeal or modification of this Article VIII by the stockholders shall
adversely affect any right or protection of a director of the corporation
existing by virtue of this Article VIII at the time of such repeal or
modification.

                                   ARTICLE IX

                                 CORPORATE POWER

          The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred on stockholders
herein are granted subject to this reservation.

                                    ARTICLE X

                       CREDITOR COMPROMISE OR ARRANGEMENT

          Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the



application in a summary way of this corporation or of any creditor or
stockholder thereof or on the application of any receiver or receivers appointed
for this corporation under the provisions of section 291 of Title 8 of the
Delaware Code or on the application of trustees in dissolution or of any
receiver or receivers appointed for this corporation under the provisions of
Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this corporation as a consequence of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this corporation, as the case
may be, and also on this corporation.

          THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation to do business both within and without the
State of Delaware, and in pursuance of the Delaware General Corporation Law,
does hereby make and file this Certificate.

Date: March 25, 1992


                                        /s/ Gerard A. Thompson
                                        ----------------------------------------
                                        Gerard A. Thompson

EX-3.65

                                                                    Exhibit 3.65

                  ATLANTIC AMBULANCE SERVICES ACQUISITION, INC.

                            (a Delaware corporation)

                                     BYLAWS

                                    ARTICLE I

                                     Offices

          SECTION 1.01 Registered Office. The registered office of Atlantic
Ambulance Services Acquisition, Inc. (hereinafter called the "Corporation") in
the State of Delaware shall be at 32 Loockerman Square, City of Dover, County of
Kent, and the name of the registered agent in charge thereof shall be The
Prentice-Hall Corporation System, Inc.

          SECTION 1.02 Other Offices. The Corporation may also have an office or
offices at such other place or places, either within or without the State of
Delaware, as the Board of Directors (hereinafter called the "Board") may from
time to time determine or as the business of the Corporation may require.

                                   ARTICLE II

                            Meetings of Stockholders

          SECTION 2.01 Annual Meetings. Annual meetings of the stockholders of
the Corporation for the purpose of electing directors and for the transaction of
such other proper business as may come before such meetings may be held at such
time, date and place as the Board shall determine by resolution.

          SECTION 2.02 Special Meetings. A special meeting of the stockholders
for the transaction of any proper business may be called at any time by the
Board or by the President.

          SECTION 2.03 Place of Meetings. All meetings of the stockholders shall
be held at such places, within or without the State of Delaware, as may from
time to time be designated by the person or persons calling the respective
meeting and specified in the respective notices or waivers of notice thereof.

          SECTION 2.04 Notice of Meetings. Except as otherwise required by law,
notice of each meeting of the stockholders, whether annual or special, shall be
given not less than ten (10) nor more than sixty (60) days before the date of
the meeting to each stockholder of record entitled to vote at such meeting by
delivering a typewritten or printed notice thereof to him personally, or by
depositing such notice in the United States mail, in a postage prepaid envelope,
directed to him at his post office address furnished by him to the Secretary of
the Corporation for such purpose or, if he shall not have furnished to the
Secretary his address for

such purpose, then at his post office address last known to the Secretary, or by
transmitting a notice thereof to him at such address by telegraph, cable, or
wireless. Except as otherwise expressly required by law, no publication of any
notice of a meeting of the stockholders shall be required. Every notice of a
meeting of the stockholders shall state the place, date and hour of the meeting,
and, in the case of a special meeting, shall also state the purpose or purposes
for which the meeting is called. Notice of any meeting of stockholders shall not
be required to be given to any stockholder who shall have waived such notice and
such notice shall be deemed waived by any stockholder who shall attend such
meeting in person or by proxy, except as a stockholder who shall attend such
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened. Except as otherwise expressly required by law, notice of any adjourned
meeting of the stockholders need not be given if the time and place thereof are
announced at the meeting at which the adjournment is taken.

          SECTION 2.05 Quorum. Except in the case of any meeting for the
election of directors summarily ordered as provided by law, the holders of
record of a majority in voting interest of the shares of stock of the
Corporation entitled to be voted thereat, present in person or by proxy, shall
constitute a quorum for the transaction of business at any meeting of the
stockholders of the Corporation or any adjournment thereof. In the absence of a
quorum at any meeting or any adjournment thereof, a majority in voting interest
of the stockholders present in person or by proxy and entitled to vote thereat
or, in the absence therefrom of all the stockholders, any officer entitled to
preside at, or to act as secretary of, such meeting may adjourn such meeting
from time to time. At any such adjourned meeting at which a quorum is present
any business may be transacted which might have been transacted at the meeting
as originally called.

          SECTION 2.06 Voting.

          (a) Each stockholder shall, at each meeting of the stockholders, be
entitled to vote in person or by proxy each share or fractional share of the
stock of the Corporation having voting rights on the matter in question and
which shall have been held by him and registered in his name on the books of the
Corporation:

          (i) on the date fixed pursuant to Section 6.05 of these Bylaws as the
     record date for the determination of stockholders entitled to notice of and
     to vote at such meeting, or

          (ii) if no such record date shall have been so fixed, then (a) at the
     close of business on the day next preceding the day on which notice of the
     meeting shall be given or (b) if notice of the meeting shall be waived, at
     the close of business on the day next preceding the day on which the
     meeting shall be held.

          (b) Shares of its own stock belonging to the Corporation or to another
corporation, if a majority of the shares entitled to vote in the election of
directors in such other corporation is held, directly or indirectly, by the
Corporation, shall neither be entitled to vote nor be counted for quorum
purposes. Persons holding stock of the Corporation in a fiduciary capacity shall
be entitled to vote such stock. Persons whose stock is pledged shall be entitled
to


                                        2

vote, unless in the transfer by the pledgor on the books of the Corporation he
shall have expressly empowered the pledgee to vote thereon, in which case only
the pledgee, or his proxy, may represent such stock and vote thereon. Stock
having voting power standing of record in the names of two or more persons,
whether fiduciaries, members of a partnership, joint tenants in common, tenants
by entirety or otherwise, or with respect to which two or more persons have the
same fiduciary relationship, shall be voted in accordance with the provisions of
the General Corporation Law of the State of Delaware.

          (c) Any such voting rights may be exercised by the stockholder
entitled thereto in person or by his proxy appointed by an instrument in
writing, subscribed by such stockholder or by his attorney thereunto authorized
and delivered to the secretary of the meeting; provided, however, that no proxy
shall be voted or acted upon after three years from its date unless said proxy
shall provide for a longer period. The attendance at any meeting of a
stockholder who may theretofore have given a proxy shall not have the effect of
revoking the same unless he shall in writing so notify the secretary of the
meeting prior to the voting of the proxy. At any meeting of the stockholders all
matters, except as otherwise provided in the Certificate of Incorporation, in
these Bylaws or by law, shall be decided by the vote of a majority in voting
interest of the stockholders present in person or by proxy and entitled to vote
thereat and thereon, a quorum being present. The vote at any meeting of the
stockholders on any question need not be by ballot, unless so directed by the
chairman of the meeting. On a vote by ballot each ballot shall be signed by the
stockholder voting, or by his proxy, if there be such proxy, and it shall state
the number of shares voted.

          SECTION 2.07 List of Stockholders. The Secretary of the Corporation
shall prepare and make, at least ten (10) days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business. hours, for a period of at
least ten (10) days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in the notice of
the meeting, or, if not so specified, at the place where the meeting is to be
held. T he list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present.

          SECTION 2.08 Judges. If at any meeting of the stockholders a vote by
written ballot shall be taken on any question, the chairman of such meeting may
appoint a judge or judges to act with respect to such vote. Each judge so
appointed shall first subscribe an oath faithfully to execute the duties of a
judge at such meeting with strict impartiality and according to the best of his
ability. Such judges shall decide upon the qualification of the voters and shall
report the number of shares represented at the meeting and entitled to vote on
such question, shall conduct and accept the votes, and, when the voting is
completed, shall ascertain and report the number of shares voted respectively
for and against the question. Reports of judges shall be in writing and
subscribed and delivered by them to the Secretary of the Corporation. The judges
need not be stockholders of the Corporation, and any officer of the Corporation
may be a judge on any question other than a vote for or against a proposal in
which he shall have a material interest.


                                        3

          SECTION 2.09 Action Without Meeting. Any action required to be taken
at any annual or special meeting of stockholders of the Corporation, or any
action which may be taken at any annual or special meeting of such stockholders,
may be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.

                                   ARTICLE III

                               Board of Directors

          SECTION 3.01 General Powers. The property, business and affairs of the
Corporation shall be managed by the Board.

          SECTION 3.02 Number and Term of Office. The number of directors shall
be two (2). Directors need not be stockholders. Each of the directors of the
Corporation shall hold office until his successor shall have been duly elected
and shall qualify or until he shall resign or shall have been removed in the
manner hereinafter provided.

          SECTION 3.03 Election of Directors. The directors shall be elected
annually by the stockholders of the Corporation and the persons receiving the
greatest number of votes, up to the number of directors to be elected, shall be
the directors.

          SECTION 3.04 Resignations. Any director of the Corporation may resign
at any time by giving written notice to the Board or to the Secretary of the
Corporation. Any such resignation shall take effect at the time specified
therein, or, if the time be not specified, it shall take effect immediately upon
its receipt; and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

          SECTION 3.05 Vacancies. Except as otherwise provided in the
Certificate of Incorporation, any vacancy in the Board, whether because of
death, resignation, disqualification, an increase in the number of directors, or
any other cause, may be filled by vote of the majority of the remaining
directors, although less than a quorum. Each director so chosen to fill a
vacancy shall hold office until his successor shall have been elected and shall
qualify or until he shall resign or shall have been removed in the manner
hereinafter provided.

          SECTION 3.06 Place of Meeting, Etc. The Board may hold any of its
meetings at such place or places within or without the State of Delaware as the
Board may from time to time by resolution designate or as shall be designated by
the person or persons calling the meeting or in the notice or a waiver of notice
of any such meeting. Directors may participate in any regular or special meeting
of the Board by means of conference telephone or similar communications
equipment pursuant to which all persons participating in the meeting of the


                                        4

Board can hear each other, and such participation shall constitute presence in
person at such meeting.

          SECTION 3.07 First Meeting. The Board shall meet as soon as
practicable after each annual election of directors and notice of such first
meeting shall not be required.

          SECTION 3.08 Regular Meetings. Regular meetings of the Board may be
held at such times as the Board shall from time to time by resolution determine.
If any day fixed for a regular meeting shall be a legal holiday at the place
where the meeting is to be held, then the meeting shall be held at the same hour
and place on the next succeeding business day not a legal holiday. Except as
provided by law, notice of regular meetings need not be given.

          SECTION 3.09 Special Meetings. Special meetings of the Board shall be
held whenever called by the President or a majority of the authorized number of
directors. Except as otherwise provided by law or by these Bylaws, notice of the
time and place of each such special meeting shall be mailed to each director,
addressed to him at his residence or usual place of business, at least five (5)
days before the day on which the meeting is to be held, or shall be sent to him
at such place by telegraph or cable or be delivered personally not less than
forty-eight (48) hours before the time at which the meeting is to be held.
Except where otherwise required by law or by these Bylaws, notice of the purpose
of a special meeting need not be given. Notice of any meeting of the Board shall
not be required to be given to any director who is present at such meeting,
except a director who shall attend such meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened.

          SECTION 3.10 Quorum and Manner of Acting. Except as otherwise provided
in these Bylaws or by law, the presence of a majority of the authorized number
of directors shall be required to constitute a quorum for the transaction of
business at any meeting of the Board, and all matters shall be decided at any
such meeting, a quorum being present, by the affirmative votes of a majority of
the directors present. In the absence of a quorum, a majority of directors
present at any meeting may adjourn the same from time to time until a quorum
shall be present. Notice of any adjourned meeting need not be given. The
directors shall act only as a Board, and the individual directors shall have no
power as such.

          SECTION 3.11 Action by Consent. Any action required or permitted to be
taken at any meeting of the Board or of any committee thereof may be taken
without a meeting if a written consent thereto is signed by all members of the
Board or of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.

          SECTION 3.12 Removal of Directors. Subject to the provisions of the
Certificate of Incorporation, any director may be removed at any time, either
with or without cause, by the affirmative vote of the stockholders having a
majority of the voting power of the Corporation given at a special meeting of
the stockholders called for the purpose.


                                        5

          SECTION 3.13 Compensation. The directors shall receive only such
compensation for their services as directors as may be allowed by resolution of
the Board. The Board may also provide that the Corporation shall reimburse each
such director for any expense incurred by him on account of his attendance at
any meetings of the Board or Committees of the Board. Neither the payment of
such compensation nor the reimbursement of such expenses shall be construed to
preclude any director from serving the Corporation or its subsidiaries in any
other capacity and receiving compensation therefor.

          SECTION 3.14 Committees. The Board may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. Any such committee,
to the extent provided in the resolution of the Board and except as otherwise
limited by law, shall have and may exercise all the powers and authority of the
Board in the management of the business and affairs of the Corporation, and may
authorize the seal of the Corporation to be affixed to all papers which may
require it. Any such committee shall keep written minutes of its meetings and
report the same to the Board at the next regular meeting of the Board. In the
absence or disqualification of a member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board to act at the meeting in the place of any such absent or disqualified
member.

                                   ARTICLE IV

                                    Officers

          SECTION 4.01 Number. The officers of the Corporation shall be a
President, one or more Vice Presidents (the number thereof and their respective
titles to be determined by the Board), a Secretary and a Treasurer.

          SECTION 4.02 Election, Term of Office and Qualifications. The officers
of the Corporation, except such officers as may be appointed in accordance with
Section 4.03, shall be elected annually by the Board at the first meeting
thereof held after the election thereof. Each officer shall hold office until
his successor shall have been duly chosen and shall qualify or until his
resignation or removal in the manner hereinafter provided.

          SECTION 4.03 Assistants, Agents and Employees, Etc. In addition to the
officers specified in Section 4.01, the Board may appoint other assistants,
agents and employees as it may deem necessary or advisable, including one or
more Assistant Secretaries, and one or more Assistant Treasurers, each of whom
shall hold office for such period, have such authority, and perform such duties
as the Board may from time to time determine. The Board may delegate to any
officer of the Corporation or any committee of the Board the power to appoint,
remove and prescribe the duties of any such assistants, agents or employees.

          SECTION 4.04 Removal. Any officer, assistant, agent or employee of the
Corporation may be removed, with or without cause, at any time: (i) in the case
of an officer, assistant, agent or employee appointed by the Board, only by
resolution of the Board; and (ii) in


                                        6

the case of an officer, assistant, agent or employee, by any officer of the
Corporation or committee of the Board upon whom or which such power of removal
may be conferred by the Board.

          SECTION 4.05 Resignations. Any officer or assistant may resign at any
time by giving written notice of his resignation to the Board or the Secretary
of the Corporation. Any such resignation shall take effect at the time specified
therein, or, if the time be not specified, upon receipt thereof by the Board or
the Secretary, as the case may be; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

          SECTION 4.06 Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or other cause, may be filled for the
unexpired portion of the term thereof in the manner prescribed in these Bylaws
for regular appointments or elections to such office.

          SECTION 4.07 The President. The President of the Corporation shall be
the chief executive officer of the Corporation and shall have, subject to the
control of the Board, general and active supervision and management over the
business of the Corporation and over its several officers, assistants, agents
and employees.

          SECTION 4.08 The Vice Presidents. Each Vice President shall have such
powers and perform such duties as the Board may from time to time prescribe. At
the request of the President, or in case of the President's absence or inability
to act upon the request of the Board, a Vice President shall perform the duties
of the President and when so acting, shall have all the powers of, and be
subject to all the restrictions upon, the President.

          SECTION 4.09 The Secretary. The Secretary shall, if present, record
the proceedings of all meetings of the Board, of the stockholders, and of all
committees of which a secretary shall not have been appointed in one or more
books provided for that purpose; he shall see that all notices are duly given in
accordance with these Bylaws and as required by law; he shall be custodian of
the seal of the Corporation and shall affix and attest the seal to all documents
to be executed on behalf of the Corporation under its seal; and, in general, he
shall perform all the duties incident to the office of Secretary and such other
duties as may from time to time be assigned to him by the Board.

          SECTION 4.10 The Treasurer. The Treasurer shall have the general care
and custody of the funds and securities of the Corporation, and shall deposit
all such funds in the name of the Corporation in such banks, trust companies or
other depositories as shall be selected by the Board. He shall receive, and give
receipts for, moneys due and payable to the Corporation from any source
whatsoever. He shall exercise general supervision over expenditures and
disbursements made by officers, agents and employees of the Corporation and the
preparation of such records and reports in connection therewith as may be
necessary or desirable. He shall, in general, perform all other duties incident
to the office of Treasurer and such other duties as from time to time may be
assigned to him by the Board.


                                        7

          SECTION 4.11 Compensation. The compensation of the officers of the
Corporation shall be fixed from time to time by the Board. None of such officers
shall be prevented from receiving such compensation by reason of the fact that
he is also a director of the Corporation. Nothing contained herein shall
preclude any officer from serving the Corporation, or any subsidiary
corporation, in any other capacity and receiving such compensation by reason of
the fact that he is also a director of the Corporation. Nothing contained herein
shall preclude any officer from serving the Corporation, or any subsidiary
corporation, in any other capacity and receiving proper compensation therefor.

                                    ARTICLE V

                 Contracts, Checks, Drafts, Bank Accounts, Etc.

          SECTION 5.01 Execution of Contracts. The Board, except as in these
Bylaws otherwise provided, may authorize any officer or officers, agent or
agents, to enter into any contract or execute any instrument in the name of and
on behalf of the Corporation, and such authority may be general or confined to
specific instances; and unless so authorized by the Board or by these Bylaws, no
officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
it liable for any purpose or in any amount.

          SECTION 5.02 Checks, Drafts, Etc. All checks, drafts or other orders
for payment of money, notes or other evidence of indebtedness, issued in the
name of or payable to the Corporation, shall be signed or endorsed by such
person or persons and in such manner as, from time to time, shall be determined
by resolution of the Board. Each such officer, assistant, agent or attorney
shall give such bond, if any, as the Board may require.

          SECTION 5.03 Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board may select, or
as may be selected by any officer or officers, assistant or assistants, agent or
agents, or attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board. For the purpose of deposit and for the purpose
of collection for the account of the Corporation, the President, any Vice
President or the Treasurer (or any other officer or officers, assistant or
assistants, agent or agents, or attorney or attorneys of the Corporation who
shall from time to time be determined by the Board) may endorse, assign and
deliver checks, drafts and other orders for the payment of money which are
payable to the order of the Corporation.

          SECTION 5.04 General and Special Bank Accounts. The Board may from
time to time authorize the opening and keeping of general and special bank
accounts with such banks, trust companies or other depositories as the Board may
select or as may be selected by any officer or officers, assistant or
assistants, agent or agents, or attorney or attorneys of the Corporation to whom
such power shall have been delegated by the Board. The Board may make such
special rules and regulations with respect to such bank accounts, not
inconsistent with the provisions of these Bylaws, as it may deem expedient.


                                        8

                                   ARTICLE VI

                            Shares and Their Transfer

          SECTION 6.01 Certificates for Stock. Every owner of stock of the
Corporation shall be entitled to have a certificate or certificates, to be in
such form as the Board shall prescribe, certifying the number and class of
shares of the stock of the Corporation owned by him. The certificates
representing shares of such stock shall be numbered in the order in which they
shall be issued and shall be signed in the name of the Corporation by the
President or a Vice President, and by the Secretary or an Assistant Secretary or
by the Treasurer or an Assistant Treasurer. Any of or all of the signatures on
the certificates may be a facsimile. In case any officer, transfer agent or
registrar who has signed, or whose facsimile signature has been placed upon, any
such certificate, shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, such certificate may nevertheless
be issued by the Corporation with the same effect as though the person who
signed such certificate, or whose facsimile signature shall have been placed
thereupon, were such officer, transfer agent or registrar at the date of issue.
A record shall be kept of the respective names of the persons, firms or
corporations owning the stock represented by such certificates, the number and
class of shares represented by such certificates, respectively, and the
respective dates thereof, and in case of cancellation, the respective dates of
cancellation. Every certificate surrendered to the Corporation for exchange or
transfer shall be cancelled, and no new certificate or certificates shall be
issued in exchange for any existing certificate until such existing certificate
shall have been so cancelled, except in cases provided for in Section 6.04.

          SECTION 6.02 Transfers of Stock. Transfers of shares of stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary, or with a transfer clerk or a
transfer agent appointed as provided in Section 6.03, and upon surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon. The person in whose name shares of stock stand on the books
of the Corporation shall be deemed the owner thereof for all purposes as regards
the Corporation. Whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact shall be so expressed in the entry of
transfer if, when the certificate or certificates shall be presented to the
Corporation for transfer, both the transferor and the transferee request the
Corporation to do so.

          SECTION 6.03 Regulations. The Board may make such rules and
regulations as it may deem expedient, not inconsistent with these Bylaws,
concerning the issue, transfer and registration of certificates for shares of
the stock of the Corporation. It may appoint, or authorize any officer or
officers to appoint, one or more transfer clerks or one or more transfer agents
and one or more registrars, and may require all certificates for stock to bear
the signature or signatures of any of them.

          SECTION 6.04 Lost, Stolen, Destroyed, and Mutilated Certificates. In
any case of loss, theft, destruction, or mutilation of any certificate of stock,
another may be issued in its place upon proof of such loss, theft, destruction,
or mutilation and upon the giving of a bond


                                        9

of indemnity to the Corporation in such form and in such sum as the Board may
direct; provided, however, that a new certificate may be issued without
requiring any bond when, in the judgment of the Board, it is proper so to do.

          SECTION 6.05 Fixing Date for Determination of Stockholders of Record.
In order that the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders, or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any other change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board may fix, in advance, a record date, which shall not be more than 60
nor less than 10 days before the date of such meeting, nor more than 60 days
prior to any other action. If in any case involving the determination of
stockholders for any purpose other than notice of or voting at a meeting of
stockholders or expressing consent to corporate action without a meeting the
Board shall not fix such a record date, the record date for determining
stockholders for such purpose shall be the close of business on the day on which
the Board shall adopt the resolution relating thereto. A determination of
stockholders entitled to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of such meeting; provided, however, that the Board may
fix a new record date for the adjourned meeting.

                                   ARTICLE VII

                                 Indemnification

          SECTION 7.01 Action, Etc. Other Than by or in the Right of the
Corporation. The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.

          SECTION 7.02 Actions, Etc., by or in the Right of the Corporation. The
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer,


                                       10

employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation, except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the Corporation unless and only to the extent that the Court of Chancery
or the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

          SECTION 7.03 Determination of Right of Indemnification. Any
indemnification under Section 7.01 or 7.02 (unless ordered by a court) shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he has met the applicable standard of
conduct set forth in Section 7.01 and 7.02. Such determination shall be made (i)
by the Board by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (ii) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders.

          SECTION 7.04 Indemnification Against Expenses of Successful Party.
Notwithstanding the other provisions of this Article, to the extent that a
director, officer, employee or agent of the Corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
in Section 7.01 or 7.02, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

          SECTION 7.05 Prepaid Expenses. Expenses incurred by an officer or
director in defending a civil or criminal action, suit or proceeding may be paid
by the Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board in the specific case upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the Corporation as authorized in this Article. Such expenses incurred by
other employees and agents may be so paid upon such terms and conditions, if
any, as the Board deems appropriate.

          SECTION 7.06 Other Rights and Remedies. The indemnification provided
by this Article shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any Bylaws, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.


                                       11

          SECTION 7.07 Insurance. Upon resolution passed by the Board, the
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article.

          SECTION 7.08 Constituent Corporations. For the purposes of this
Article, references to "the Corporation" include all constituent corporations
absorbed in a consolidation or merger as well as the resulting or surviving
corporation, so that any person who is or was a director, officer, employee or
agent of such a constituent corporation or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise shall
stand in the same position under the provisions of this Article with respect to
the resulting or surviving corporation as he would if he had served the
resulting or surviving corporation in the same capacity.

          SECTION 7.09 Other Enterprises, Fines, and Serving at Corporation's
Request. For purposes of this Article, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this
Article.

                                  ARTICLE VIII

                                  Miscellaneous

          SECTION 8.01 Seal. The Board shall provide a corporate seal, which
shall be in the form of a circle and shall bear the name of the Corporation and
words and figures showing that the Corporation was incorporated in the State of
Delaware and the year of incorporation.

          SECTION 8.02 Waiver of Notices. Whenever notice is required to be
given by these Bylaws or the Certificate of Incorporation or by law, the person
entitled to said notice may waive such notice in writing, either before or after
the time stated therein, and such waiver shall be deemed equivalent to notice.

          SECTION 8.03 Amendments. These Bylaws, or any of them, may be altered,
amended or repealed, and new Bylaws may be made, (i) by the Board, by vote of a
majority of the number of directors then in office as directors, acting at any
meeting of the


                                       12

Board, or (ii) by the stockholders, at any annual meeting of stockholders,
without previous notice, or at any special meeting of stockholders, provided
that notice of such proposed amendment, modification, repeal or adoption is
given in the notice of special meeting. Any Bylaws made or altered by the
stockholders may be altered or repealed by either the Board or the stockholders.


                                       13

                       CERTIFICATE OF ASSISTANT SECRETARY

          I, the undersigned, do hereby certify:

          1. That I am the duly elected and acting Assistant Secretary of
Atlantic/Key West Ambulance Acquisition, Inc., a Delaware corporation; and

          2. That the foregoing bylaws, comprising 16 pages, constitute the
bylaws of said corporation as duly adopted by action of the sole stockholder or
board of directors of the Corporation.

          IN WITNESS WHEREOF, I have executed this Certificate as Assistant
Secretary of the Corporation effective as of this 27 day of March, 1992.


                                        /s/ [Gerard A. Thompson]
                                        ----------------------------------------
                                        Gerard A. Thompson


                                       14

EX-3.66

                                                                    Exhibit 3.66

                    CERTIFICATE OF CHANGE OF REGISTERED AGENT

                                       AND

                                REGISTERED OFFICE

                                    * * * * *

            Broward Ambulance; Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY:

            The present registered agent of the corporation is

            The Prentice-Hall Corporation System, Inc. and the present
registered office of the corporation is in the county of New Castle

            The Board of Directors of Broward Ambulance, Inc. adopted the
following resolution on the 22 day of November, 1995.

            Resolved, that the registered office of Broward Ambulance, Inc. in
the state of Delaware be and it hereby is changed to Corporation Trust Center,
1209 Orange Street, in the City of Wilmington, County of New Castle, and the
authorization of the present registered agent of this corporation be and the
same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is
hereby constituted and appointed the registered agent of this corporation at the
address of its registered office.

            IN WITNESS WHEREOF. Broward Ambulance, Inc. has caused this
statement to be signed by Robert H. Byrne, its Secretary*, this 22 day of
November 1995.

                                                /s/ Robert H. Byrne
                                                --------------------------------
                                                Secretary
                                                (Title)

*Any authorized officer or the chairman or Vice-Chairman of the Board of
Directors may execute this certificate.

(DEL. - 264 - 6/15/94)



                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                       BROWARD AMBULANCE ACQUISITION, INC.

            Broward Ambulance Acquisition, Inc., a corporation organized under
the General Corporation Law of the State of Delaware (the "Corporation"), hereby
certifies as follows:

            1. Article I of the Certificate of Incorporation of the Corporation
is hereby amended to read in its entirety as follows:

                                   "ARTICLE I

            The name of the Corporation is Broward Ambulance, Inc."

            2. The amendment set forth has been duly approved by the directors
of the Corporation and by the stockholders entitled to vote thereon.

            3. The amendment set forth was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

            IN WITNESS WHEREOF, I, the undersigned, being the president of the
Corporation, for the purpose of amending the Certificate of Incorporation of the
Corporation pursuant to Section 242 of the General Corporation Law of the State
of Delaware, do make and file this certificate, hereby declaring and certifying
that the facts herein stated are true, and accordingly have hereunto set my
hand, this 21 day of August, 1992.

                                                /s/ George B. DeHuff III
                                                --------------------------------
                                                George B. DeHuff III

Attest:

/s/ Gerard A. Thompson
- ----------------------------
Gerard A. Thompson
Assistant Secretary

                                        2


                          CERTIFICATE OF INCORPORATION
                                       OF
                       BROWARD AMBULANCE ACQUISITION, INC.

                                    ARTICLE I
                               NAME OF CORPORATION

                         The name of this corporation is

                       Broward Ambulance Acquisition, Inc.

                                   ARTICLE II

                                REGISTERED OFFICE

            The address of the registered office of the corporation in the State
of Delaware is 32 Loockerman Square, Suite L-100, in the City of Dover, County
of Kent, and the name of its registered agent at that address is The
Prentice-Hall Corporation System, Inc.

                                   ARTICLE III

                                     PURPOSE

            The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

                                   ARTICLE IV

                            AUTHORIZED CAPITAL STOCK

            The corporation shall be authorized to issue one class of stock to
be designated Common Stock; the total number of shares which the corporation
shall have authority to issue is one thousand (1,000), and each such share shall
have a par value of one cent ($.01).

                                       3


                                    ARTICLE V

                                  INCORPORATOR

     The name and mailing address of the incorporator of the corporation is:

                               Gerard A. Thompson
                      620 Newport Central Drive, Suite 1450
                         Newport Beach, California 92660

                                   ARTICLE VI

                          BOARD POWER REGARDING BYLAWS

            In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, repeal, alter,
amend and rescind the bylaws of the corporation.

                                   ARTICLE VII
                              ELECTION OF DIRECTORS

            Elections of directors need not be by written ballot unless the
bylaws of the corporation shall so provide.

                                  ARTICLE VIII

                        LIMITATION OF DIRECTOR LIABILITY

            To the fullest extent permitted by the Delaware General Corporation
Law as the same exists or may hereafter be amended, a director of the
corporation shall not be liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. If the Delaware
General Corporation Law is amended after the date of the filing of this
Certificate of Incorporation to authorize corporate action further eliminating
or limiting the personal liability of directors, then the liability of a
director of the corporation shall be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as so amended from time to
time. No repeal or modification of this Article VIII by the stockholders shall
adversely affect any right or protection of a director of the corporation
existing by virtue of this Article VIII at the time of such repeal or
modification.

                                        4



                                   ARTICLE IX

                                 CORPORATE POWER

            The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred on stockholders
herein are granted subject to this reservation.

                                    ARTICLE X

                       CREDITOR COMPROMISE OR ARRANGEMENT

            Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.

                                       5


            THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation to do business both within and without the
State of Delaware, and in pursuance of the Delaware General Corporation Law,
does hereby make and file this Certificate.

Date: March 25, 1992

                                                /s/ Gerard A. Thompson
                                                --------------------------------
                                                Gerard A. Thompson

                                       6

EX-3.67

                                                                    Exhibit 3.67

                       BROWARD AMBULANCE ACQUISITION, INC.

                            (a Delaware corporation)

                                     BYLAWS

                                    ARTICLE I

                                     Offices

          SECTION 1.01 Registered Office. The registered office of Broward
Ambulance Acquisition, Inc. (hereinafter called the "Corporation") in the State
of Delaware shall be at 32 Loockerman Square, City of Dover, County of Kent, and
the name of the registered agent in charge thereof shall be The Prentice-Hall
Corporation System, Inc.

          SECTION 1.02 Other Offices. The Corporation may also have an office or
offices at such other place or places, either within or without the State of
Delaware, as the Board of Directors (hereinafter called the "Board") may from
time to time determine or as the business of the Corporation may require.

                                   ARTICLE II

                            Meetings of Stockholders

          SECTION 2.01 Annual Meetings. Annual meetings of the stockholders of
the Corporation for the purpose of electing directors and for the transaction of
such other proper business as may come before such meetings may be held at such
time, date and place as the Board shall determine by resolution.

          SECTION 2.02 Special Meetings. A special meeting of the stockholders
for the transaction of any proper business may be called at any time by the
Board or by the President.

          SECTION 2.03 Place of Meetings. All meetings of the stockholders shall
be held at such places, within or without the State of Delaware, as may from
time to time be designated by the person or persons calling the respective
meeting and specified in the respective notices or waivers of notice thereof.

          SECTION 2.04 Notice of Meetings. Except as otherwise required by law,
notice of each meeting of the stockholders, whether annual or special, shall be
given not less than ten (10) nor more than sixty (60) days before the date of
the meeting to each stockholder of record entitled to vote at such meeting by
delivering a typewritten or printed notice thereof to him personally, or by
depositing such notice in the United States mail, in a postage prepaid envelope,
directed to him at his post office address furnished by him to the Secretary of
the Corporation for such purpose or, if he shall not have furnished to the
Secretary his address for such purpose, then at his post office address last
known to the Secretary, or by transmitting a



notice thereof to him at such address by telegraph, cable, or wireless. Except
as otherwise expressly required by law, no publication of any notice of a
meeting of the stockholders shall be required. Every notice of a meeting of the
stockholders shall state the place, date and hour of the meeting, and, in the
case of a special meeting, shall also state the purpose or purposes for which
the meeting is called. Notice of any meeting of stockholders shall not be
required to be given to any stockholder who shall have waived such notice and
such notice shall be deemed waived by any stockholder who shall attend such
meeting in person or by proxy, except as a stockholder who shall attend such
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened. Except as otherwise expressly required by law, notice of any adjourned
meeting of the stockholders need not be given if the time and place thereof are
announced at the meeting at which the adjournment is taken.

          SECTION 2.05 Quorum. Except in the case of any meeting for the
election of directors summarily ordered as provided by law, the holders of
record of a majority in voting interest of the shares of stock of the
Corporation entitled to be voted thereat, present in person or by proxy, shall
constitute a quorum for the transaction of business at any meeting of the
stockholders of the Corporation or any adjournment thereof. In the absence of a
quorum at any meeting or any adjournment thereof, a majority in voting interest
of the stockholders present in person or by proxy and entitled to vote thereat
or, in the absence therefrom of all the stockholders, any officer entitled to
preside at, or to act as secretary of, such meeting may adjourn such meeting
from time to time. At any such adjourned meeting at which a quorum is present
any business may be transacted which might have been transacted at the meeting
as originally called.

          SECTION 2.06 Voting.

          (a) Each stockholder shall, at each meeting of the stockholders, be
entitled to vote in person or by proxy each share or fractional share of the
stock of the Corporation having voting rights on the matter in question and
which shall have been held by him and registered in his name on the books of the
Corporation:

               (i) on the date fixed pursuant to Section 6.05 of these Bylaws as
          the record date for the determination of stockholders entitled to
          notice of and to vote at such meeting, or

               (ii) if no such record date shall have been so fixed, then (a) at
          the close of business on the day next preceding the day on which
          notice of the meeting shall be given or (b) if notice of the meeting
          shall be waived, at the close of business on the day next preceding
          the day on which the meeting shall be held.

          (b) Shares of its own stock belonging to the Corporation or to another
corporation, if a majority of the shares entitled to vote in the election of
directors in such other corporation is held, directly or indirectly, by the
Corporation, shall neither be entitled to vote nor be counted for quorum
purposes. Persons holding stock of the Corporation in a fiduciary capacity shall
be entitled to vote such stock. Persons whose stock is pledged shall be entitled
to


                                        2



vote, unless in the transfer by the pledgor on the books of the Corporation he
shall have expressly empowered the pledgee to vote thereon, in which case only
the pledgee, or his proxy, may represent such stock and vote thereon. Stock
having voting power standing of record in the names of two or more persons,
whether fiduciaries, members of a partnership, joint tenants in common, tenants
by entirety or otherwise, or with respect to which two or more persons have the
same fiduciary relationship, shall be voted in accordance with the provisions of
the General Corporation Law of the State of Delaware.

          (c) Any such voting rights may be exercised by the stockholder
entitled thereto in person or by his proxy appointed by an instrument in
writing, subscribed by such stockholder or by his attorney thereunto authorized
and delivered to the secretary of the meeting; provided, however, that no proxy
shall be voted or acted upon after three years from its date unless said proxy
shall provide for a longer period. The attendance at any meeting of a
stockholder who may theretofore have given a proxy shall not have the effect of
revoking the same unless he shall in writing so notify the secretary of the
meeting prior to the voting of the proxy. At any meeting of the stockholders all
matters, except as otherwise provided in the Certificate of Incorporation, in
these Bylaws or by law, shall be decided by the vote of a majority in voting
interest of the stockholders present in person or by proxy and entitled to vote
thereat and thereon, a quorum being present. The vote at any meeting of the
stockholders on any question need not be by ballot, unless so directed by the
chairman of the meeting. On a vote by ballot each ballot shall be signed by the
stockholder voting, or by his proxy, if there be such proxy, and it shall state
the number of shares voted.

          SECTION 2.07 List of Stockholders. The Secretary of the Corporation
shall prepare and make, at least ten (10) days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

          SECTION 2.08 Judges. If at any meeting of the stockholders a vote by
written ballot shall be taken on any question, the chairman of such meeting may
appoint a judge or judges to act with respect to such vote. Each judge so
appointed shall first subscribe an oath faithfully to execute the duties of a
judge at such meeting with strict impartiality and according to the best of his
ability. Such judges shall decide upon the qualification of the voters and shall
report the number of shares represented at the meeting and entitled to vote on
such question, shall conduct and accept the votes, and, when the voting is
completed, shall ascertain and report the number of shares voted respectively
for and against the question. Reports of judges shall be in writing and
subscribed and delivered by them to the Secretary of the Corporation. The judges
need not be stockholders of the Corporation, and any officer of the Corporation
may be a judge on any question other than a vote for or against a proposal in
which he shall have a material interest.


                                        3



          SECTION 2.09 Action Without Meeting. Any action required to be taken
at any annual or special meeting of stockholders of the Corporation, or any
action which may be taken at any annual or special meeting of such stockholders,
may be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.

                                   ARTICLE III

                               Board of Directors

          SECTION 3.01 General Powers. The property, business and affairs of the
Corporation shall be managed by the Board.

          SECTION 3.02 Number and Term of Office. The number of directors shall
be two (2). Directors need not be stockholders. Each of the directors of the
Corporation shall hold office until his successor shall have been duly elected
and shall qualify or until he shall resign or shall have been removed in the
manner hereinafter provided.

          SECTION 3.03 Election of Directors. The directors shall be elected
annually by the stockholders of the Corporation and the persons receiving the
greatest number of votes, up to the number of directors to be elected, shall be
the directors.

          SECTION 3.04 Resignations. Any director of the Corporation may resign
at any time by giving written notice to the Board or to the Secretary of the
Corporation. Any such resignation shall take effect at the time specified
therein, or, if the time be not specified, it shall take effect immediately upon
its receipt; and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

          SECTION 3.05 Vacancies. Except as otherwise provided in the
Certificate of Incorporation, any vacancy in the Board, whether because of
death, resignation, disqualification, an increase in the number of directors, or
any other cause, may be filled by vote of the majority of the remaining
directors, although less than a quorum. Each director so chosen to fill a
vacancy shall hold office until his successor shall have been elected and shall
qualify or until he shall resign or shall have been removed in the manner
hereinafter provided.

          SECTION 3.06 Place of Meeting, Etc. The Board may hold any of its
meetings at such place or places within or without the-State of Delaware as the
Board may from time to time by resolution designate or as shall be designated by
the person or persons calling the meeting or in the notice or a waiver of notice
of any such meeting. Directors may participate in any regular or special meeting
of the Board by means of conference telephone or similar communications
equipment pursuant to which all persons participating in the meeting of the
Board can hear each other, and such participation shall constitute presence in
person at such meeting.


                                        4



          SECTION 3.07 First Meeting. The Board shall meet as soon as
practicable after each annual election of directors and notice of such first
meeting shall not be required.

          SECTION 3.08 Regular Meetings. Regular meetings of the Board may be
held at such times as the Board shall from time to time by resolution determine.
If any day fixed for a regular meeting shall be a legal holiday at the place
where the meeting is to be held, then the meeting shall be held at the same hour
and place on the next succeeding business day not a legal holiday. Except as
provided by law, notice of regular meetings need not be given.

          SECTION 3.09 Special Meetings. Special meetings of the Board shall be
held whenever called by the President or a majority of the authorized number of
directors. Except as otherwise provided by law or by these Bylaws, notice of the
time and place of each such special meeting shall be mailed to each director,
addressed to him at his residence or usual place of business, at least five (5)
days before the day on which the meeting is to be held, or shall be sent to him
at such place by telegraph or cable or be delivered personally not less than
forty-eight (48) hours before the time at which the meeting is to be held.
Except where otherwise required by law or by these Bylaws, notice of the purpose
of a special meeting need not be given. Notice of any meeting of the Board shall
not be required to be given to any director who is present at such meeting,
except a director who shall attend such meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened.

          SECTION 3.10 Quorum and Manner of Acting. Except as otherwise provided
in these Bylaws or by law, the presence of a majority of the authorized number
of directors shall be required to constitute a quorum for the transaction of
business at any meeting of the Board, and all matters shall be decided at any
such meeting, a quorum being present, by the affirmative votes of a majority of
the directors present. In the absence of a quorum, a majority of directors
present at any meeting may adjourn the same from time to time until a quorum
shall be present. Notice of any adjourned meeting need not be given. The
directors shall act only as a Board, and the individual directors shall have no
power as such.

          SECTION 3.11 Action by Consent. Any action required or permitted to be
taken at any meeting of the Board or of any committee thereof may be taken
without a meeting if a written consent thereto is signed by all members of the
Board or of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.

          SECTION 3.12 Removal of Directors. Subject to the provisions of the
Certificate of Incorporation, any director may be removed at any time, either
with or without cause, by the affirmative vote of the stockholders having a
majority of the voting power of the Corporation given at a special meeting of
the stockholders called for the purpose.

          SECTION 3.13 Compensation. The directors shall receive only such
compensation for their services as directors as may be allowed by resolution of
the Board. The Board may also provide that the Corporation shall reimburse each
such director for any expense incurred by him on account of his attendance at
any meetings of the Board or Committees of the Board. Neither the payment of
such compensation nor the reimbursement of such expenses shall


                                        5



be construed to preclude any director from serving the Corporation or its
subsidiaries in any other capacity and receiving compensation therefor.

          SECTION 3.14. Committees. The Board may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. Any such committee,
to the extent provided in the resolution of the Board and except as otherwise
limited by law, shall have and may exercise all the powers and authority of the
Board in the management of the business and affairs of the Corporation, and may
authorize the seal of the Corporation to be affixed to all papers which may
require it. Any such committee shall keep written minutes of its meetings and
report the same to the Board at the next regular meeting of. the Board. In the
absence or disqualification of a member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board to act at the meeting in the place of any such absent or disqualified
member.

                                   ARTICLE IV

                                    Officers

          SECTION 4.01 Number. The officers of the Corporation shall be a
President, one or more Vice Presidents (the number thereof and their respective
titles to be determined by the Board), a Secretary and a Treasurer.

          SECTION 4.02 Election, Term of Office and Qualifications. The officers
of the Corporation, except such officers as may be appointed in accordance with
Section 4.03, shall be elected annually by the Board at the first meeting
thereof held after the election thereof. Each officer shall hold office until
his successor shall have been duly chosen and shall qualify or until his
resignation or removal in the manner hereinafter provided.

          SECTION 4.03 Assistants, Agents and Employees, Etc. In addition to the
officers specified in Section 4.01, the Board may appoint other assistants,
agents and employees as it may deem necessary or advisable, including one or
more Assistant Secretaries, and one or more Assistant Treasurers, each of whom
shall hold office for such period, have such authority, and perform such duties
as the Board may from time to time determine. The Board may delegate to any
officer of the Corporation or any committee of the Board the power to appoint,
remove and prescribe the duties of any such assistants, agents or employees.

          SECTION 4.04 Removal. Any officer, assistant, agent or employee of the
Corporation may be removed, with or without cause, at any time: (i) in the case
of an officer, assistant, agent or employee appointed by the Board, only by
resolution of the Board; and (ii) in the case of an officer, assistant, agent or
employee, by any officer of the Corporation or committee of the Board upon whom
or which such power of removal may be conferred by the Board.


                                        6



          SECTION 4.05 Resignations. Any officer or assistant may resign at any
time by giving written notice of his resignation to the Board or the Secretary
of the Corporation. Any such resignation shall take effect at the time specified
therein, or, if the time be not specified, upon receipt thereof by the Board or
the Secretary, as the case may be; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

          SECTION 4.06 Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or other cause, may be filled for the
unexpired portion of the term thereof in the manner prescribed in these Bylaws
for regular appointments or elections to such office.

          SECTION 4.07 The President. The President of the Corporation shall be
the chief executive officer of the Corporation and shall have, subject to the
control of the Board, general and active supervision and management over the
business of the Corporation and over its several officers, assistants, agents
and employees.

          SECTION 4.08 The Vice Presidents. Each Vice President shall have such
powers and perform such duties as the Board may from time to time prescribe. At
the request of the President, or in case of the President's absence or inability
to act upon the request of the Board, a Vice President shall perform the duties
of the President and when so acting, shall have all the powers of, and be
subject to all the restrictions upon, the President.

          SECTION 4.09 The Secretary. The Secretary shall, if present, record
the proceedings of all meetings of the Board, of the stockholders, and of all
committees of which a secretary shall not have been appointed in one or more
books provided for that purpose; he shall see that all notices are duly given in
accordance with these Bylaws and as required by law; he shall be custodian of
the seal of the Corporation and shall affix and attest the seal to all documents
to be executed on behalf of the Corporation under its seal; and, in general, he
shall perform all the duties incident to the office of Secretary and such other
duties as may from time to time be assigned to him by the Board.

          SECTION 4.10 The Treasurer. The Treasurer shall have the general care
and custody of the funds and securities of the Corporation, and shall deposit
all such funds in the name of the Corporation in such banks, trust companies or
other depositories as shall be selected by the Board. He shall receive, and give
receipts for, moneys due and payable to the Corporation from any source
whatsoever. He shall exercise general supervision over expenditures and
disbursements made by officers, agents and employees of the Corporation and the
preparation of such records and reports in connection therewith as may be
necessary or desirable. He shall, in general, perform all other duties incident
to the office of Treasurer and such other duties as from time to time may be
assigned to him by the Board.

          SECTION 4.11 Compensation. The compensation of the officers of the
Corporation shall be fixed from time to time by the Board. None of such officers
shall be prevented from receiving such compensation by reason of the fact that
he is also a director of the Corporation. Nothing contained herein shall
preclude any officer from serving the Corporation, or any subsidiary
corporation, in any other capacity and receiving such compensation by reason


                                        7



of the fact that he is also a director of the Corporation. Nothing contained
herein shall preclude any officer from serving the Corporation, or any
subsidiary corporation, in any other capacity and receiving proper compensation
therefor.

                                    ARTICLE V

                 Contracts, Checks, Drafts, Bank Accounts, Etc.

          SECTION 5.01 Execution of Contracts. The Board, except as in these
Bylaws otherwise provided, may authorize any officer or officers, agent or
agents, to enter into any contract or execute any instrument in the name of and
on behalf of the Corporation, and such authority may be general or confined to
specific instances; and unless so authorized by the Board or by these Bylaws, no
officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
it liable for any purpose or in any amount.

          SECTION 5.02 Checks, Drafts, Etc. All checks, drafts or other orders
for payment of money, notes or other evidence of indebtedness, issued in the
name of or payable to the Corporation, shall be signed or endorsed by such
person or persons and in such manner as, from time to time, shall be determined
by resolution of the Board. Each such officer, assistant, agent or attorney
shall give such bond, if any, as the Board may require.

          SECTION 5.03 Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board may select, or
as may be selected by any officer or officers, assistant or assistants, agent or
agents, or attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board. For the purpose of deposit and for the purpose
of collection for the account of the Corporation, the President, any Vice
President or the Treasurer (or any other officer or officers, assistant or
assistants, agent or agents, or attorney or attorneys of the Corporation who
shall from time to time be determined by the Board) may endorse, assign and
deliver checks, drafts and other orders for the payment of money which are
payable to the order of the Corporation.

          SECTION 5.04 General and Special Bank Accounts. The Board may from
time to time authorize the opening and keeping of general and special bank
accounts with such banks, trust companies or other depositories as the Board may
select or as may be selected by any officer or officers, assistant or
assistants, agent or agents, or attorney or attorneys of the Corporation to whom
such power shall have been delegated by the Board. The Board may make such
special rules and regulations with respect to such bank accounts, not
inconsistent with the provisions of these Bylaws, as it may deem expedient.

                                   ARTICLE VI

                            Shares and Their Transfer

          SECTION 6.01 Certificates for Stock. Every owner of stock of the
Corporation shall be entitled to have a certificate or certificates, to be in
such form as the Board


                                        8



shall prescribe, certifying the number and class of shares of the stock of the
Corporation owned by him. The certificates representing shares of such stock
shall be numbered in the order in which they shall be issued and shall be signed
in the name of the Corporation by the President or a Vice President, and by the
Secretary or an Assistant Secretary or by the Treasurer or an Assistant
Treasurer. Any of or all of the signatures on the certificates may be a
facsimile. In case any officer, transfer agent or registrar who has signed, or
whose facsimile signature has been placed upon, any such certificate, shall have
ceased to be such officer, transfer agent or registrar before such certificate
is issued, such certificate may nevertheless be issued by the Corporation with
the same effect as though the person who signed such certificate, or whose
facsimile signature shall have been placed thereupon, were such officer,
transfer agent or registrar at the date of issue. A record shall be kept of the
respective names of the persons, firms or corporations owning the stock
represented by such certificates, the number and class of shares represented by
such certificates, respectively, and the respective dates thereof, and in case
of cancellation, the respective dates of cancellation. Every certificate
surrendered to the Corporation for exchange or transfer shall be cancelled, and
no new certificate or certificates shall be issued in exchange for any existing
certificate until such existing certificate shall have been so cancelled, except
in cases provided for in Section 6.04.

          SECTION 6.02 Transfers of Stock. Transfers of shares of stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary, or with a transfer clerk or a
transfer agent appointed as provided in Section 6.03, and upon surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon. The person in whose name shares of stock stand on the books
of the Corporation shall be deemed the owner thereof for all purposes as regards
the Corporation. Whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact shall be so expressed in the entry of
transfer if, when the certificate or certificates shall be presented to the
Corporation for transfer, both the transferor and the transferee request the
Corporation to do so.

          SECTION 6.03 Regulations. The Board may make such rules and
regulations as it may deem expedient, not inconsistent with these Bylaws,
concerning the issue, transfer and registration of certificates for shares of
the stock of the Corporation. It may appoint, or authorize any officer or
officers to appoint, one or more transfer clerks or one or more transfer agents
and one or more registrars, and may require all certificates for stock to bear
the signature or signatures of any of them.

          SECTION 6.04 Lost, Stolen, Destroyed, and Mutilated Certificates. In
any case of loss, theft, destruction, or mutilation of any certificate of stock,
another may be issued in its place upon proof of such loss, theft, destruction,
or mutilation and upon the giving of a bond of indemnity to the Corporation in
such form and in such sum as the Board may direct; provided, however, that a new
certificate may be issued without requiring any bond when, in the judgment of
the Board, it is proper so to do.

          SECTION 6.05 Fixing Date for Determination of Stockholders of Record.
In order that the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate


                                        9



action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any other change, conversion or exchange of
stock or for the purpose of any other lawful action, the Board may fix, in
advance, a record date, which shall not be more than 60 nor less than 10 days
before the date of such meeting, nor more than 60 days prior to any other
action. If in any case involving the determination of stockholders for any
purpose other than notice of or voting at a meeting of stockholders or
expressing consent to corporate action without a meeting the Board shall not fix
such a record date, the record date for determining stockholders for such
purpose shall be the close of business on the day on which the Board shall adopt
the resolution relating thereto. A determination of stockholders entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of such meeting; provided, however, that the Board may fix a new record date for
the adjourned meeting.

                                   ARTICLE VII

                                 Indemnification

          SECTION 7.01 Action, Etc. Other Than by or in the Right of the
Corporation. The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.

          SECTION 7.02 Actions, Etc., by or in the Right of the Corporation. The
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
Corporation unless and only to the extent that


                                       10



the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.

          SECTION 7.03 Determination of Right of Indemnification. Any
indemnification under Section 7.01 or 7.02 (unless ordered by a court) shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he has met the applicable standard of
conduct set forth in Section 7.01 and 7.02. Such determination shall be made (i)
by the Board by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (ii) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders.

          SECTION 7.04 Indemnification Against Expenses of Successful Party.
Notwithstanding the other provisions of this Article, to the extent that a
director, officer, employee or agent of the Corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
in Section 7.01 or 7.02, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

          SECTION 7.05 Prepaid Expenses. Expenses incurred by an officer or
director in defending a civil or criminal action; suit or proceeding may be paid
by the Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board in the specific case upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the Corporation as authorized in this Article. Such expenses incurred by
other employees and agents may be so paid upon such terms and conditions, if
any, as the Board deems appropriate.

          SECTION 7.06 Other Rights and Remedies. The indemnification provided
by this Article shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any Bylaws, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

          SECTION 7.07 Insurance. Upon resolution passed by the Board, the
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article.


                                       11



          SECTION 7.08 Constituent Corporations. For the purposes of this
Article, references to "the Corporation" include all constituent corporations
absorbed in a consolidation or merger as well as the resulting or surviving
corporation, so that any person who is or was a director, officer, employee or
agent of such a constituent corporation or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise shall
stand in the same position under the provisions of this Article with respect to
the resulting or surviving corporation as he would if he had served the
resulting or surviving corporation in the same capacity.

          SECTION 7.09 Other Enterprises, Fines, and Serving at Corporation's
Request. For purposes of this Article, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an director, officer, employee, or agent with respect to
an employee benefit plan, its participants, or beneficiaries; and a person who
acted in good faith and in a manner he reasonably believed to be in the interest
of the participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests of the
Corporation" as referred to in this Article.

                                  ARTICLE VIII

                                  Miscellaneous

          SECTION 8.01 Seal. The Board shall provide a corporate seal, which
shall be in the form of a circle and shall bear the name of the Corporation and
words and figures showing that the Corporation was incorporated in the State of
Delaware and the year of incorporation.

          SECTION 8.02 Waiver of Notices. Whenever notice is required to be
given by these Bylaws or the Certificate of Incorporation or by law, the person
entitled to said notice may waive such notice in writing, either before or after
the time stated therein, and such waiver shall be deemed equivalent to notice.

          SECTION 8.03 Amendments. These Bylaws, or any of them, may be altered,
amended or repealed, and new Bylaws may be made, (i) by the Board, by vote of a
majority of the number of directors then in office as directors, acting at any
meeting of the Board, or (ii) by the stockholders, at any annual meeting of
stockholders, without previous notice, or at any special meeting of
stockholders, provided that notice of such proposed amendment, modification,
repeal or adoption is given in the notice of special meeting. Any Bylaws made or
altered by the stockholders may be altered or repealed by either the Board or
the stockholders.


                                       12



                       CERTIFICATE OF ASSISTANT SECRETARY.

          I, the undersigned, do hereby certify:

          1. That I am the duly elected and acting Assistant Secretary of
Broward Ambulance Acquisition, Inc., a Delaware corporation; and

          2. That the foregoing bylaws, comprising 16 pages, constitute the
bylaws of said corporation as duly adopted by action of the sole stockholder or
board of directors of the Corporation.

          IN WITNESS WHEREOF, I have executed this Certificate as Assistant
Secretary of the Corporation effective as of this 27 day of March, 1992.


                                        /s/ Gerard A. Thompson
                                        ----------------------------------------
                                        Gerard A. Thompson

EX-3.68

                                                                    Exhibit 3.68

                            CERTIFICATE OF AMENDMENT

                                       OF

                            ARTICLES OF INCORPORATION

PREM N. REDDY, M.D. certifies that:

1.   He is the President and the Secretary of Valley Medical Transport, Inc., a
     California Corporation.

2.   Article I of the Articles of Incorporation of the Company is amended to
     read as follows:

          "The name of this corporation is Desert Valley Medical Transport,
          Inc."

3.   The foregoing amendment of Articles of Incorporation has been duly approved
     by the board of directors.

4.   The foregoing amendment of Articles of Incorporation has been duly approved
     by the required vote of shareholders in accordance with Section 902 of the
     Corporations Code. The total number of outstanding shares of the
     corporation is ten. The number of shares voting in favor of the amendment
     equaled or exceeded the vote required. The percentage vote required was
     more than 50%.

I further declare under the penalty of perjury under the laws of the State of
California that the maters set forth in this certificate are true and correct of
my own knowledge.

Dated:  May 9, 1997


                                        /s/ Prem N. Reddy, M.D.
                                        ----------------------------------------
                                        PREM N. REDDY, M.D.
                                        President and Secretary



                            ARTICLES OF INCORPORATION
                                       OF
                         VALLEY MEDICAL TRANSPORT, INC.

                                        I

     The Name of the corporation is VALLEY MEDICAL TRANSPORT, INC.

                                       II

     The purpose of this corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.

                                       III

     The name and address in the State of California of this corporation's
initial agent for service of process is:

          Tom West
          Victor Valley Community Hospital
          15248 Eleventh Street
          Victorville, CA 92392

                                       IV

     This corporation is authorized to issue only one class of shares of stock;
and the total number of shares which this corporation is authorized to issue is
100.

Dated: 5/4/83


                                        /s/ Tom West
                                        ----------------------------------------
                                        Tom West

     I hereby declare that I am the person who executed the foregoing Articles
of Incorporation, which execution is my act and deed.


                                        /s/ Tom West
                                        ----------------------------------------
                                        Tom West


                                        2

EX-3.69

                                                                    Exhibit 3.69

                      DESERT VALLEY MEDICAL TRANSPORT, INC.

                              AMENDED AND RESTATED

                                     BYLAWS

                                    * * * * *

                                   ARTICLE I

                                    OFFICES

     Section 1. The principal executive office shall be located in Victorville,
California.

     Section 2. The corporation may also have offices at such other places both
within and without the State of California as the board of directors may from
time to time determine or the business of the corporation may require.

                                   ARTICLE II

                         ANNUAL MEETINGS OF SHAREHOLDERS

     Section 1. All meetings of shareholders for the election of directors shall
be held in Victorville, California, at such place as may be fixed from time to
time by the board of directors, or at such other place either within or without
the State of California as shall be designated from time to time by the board of
directors and stated in the notice of the meeting. Meetings of shareholders for
any other purpose may be held at such time and place, within or without the
State of California, as shall be stated in the notice of the meeting or in a
duly executed waiver of notice thereof. If no other place is stated or fixed,
shareholders' meetings shall be held at the principal executive office of the
corporation.

     Section 2. Annual meetings of shareholders, commencing with the year 1999,
shall be held on April 1, if not a legal holiday, and if a legal holiday, then
on the next secular day following at 10:00 a.m., or at such other date and time
as shall be designated from time to time by the board of directors and stated in
the notice of the meeting, at which they shall elect by a plurality vote a board
of directors and transact such other business as may properly be brought before
the meeting.

     Section 3. Written or printed notice of the annual meeting stating the
place, day and hour of the meeting shall be given to each shareholder entitled
to vote thereat not less than 10 (or, if sent by third-class mail, 30) nor more
than 60 days before the date of the meeting. Notice may be sent by third-class
mail only if the outstanding shares of the corporation are held of



record by 500 or more persons (determined as provided in section 605 of the
California General Corporation Law) on the record date for the shareholders'
meeting.

                                   ARTICLE III

                        SPECIAL MEETINGS OF SHAREHOLDERS

     Section 1. Special meetings of shareholders for any purpose other than the
election of directors may be held at such time and place within or without the
State of California as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof

     Section 2. Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the articles of
incorporation, may be called by the president, the board of directors, or the
holders of not less than 10 percent of all the shares entitled to vote at the
meeting and if the corporation has a chairman of the board of directors, special
meetings of the shareholders may be called by the chairman.

     Section 3. Written or printed notice of a special meeting of shareholders,
stating the time, place and purpose or purposes thereof, shall be given to each
shareholder entitled to vote thereat not less than 10 (or, if sent by
third-class mail, 30) nor more than 60 days before the date fixed for the
meeting. Notice may be sent by third-class mail only if the outstanding shares
of the corporation are held of record by 500 or more persons (determined as
provided in section 605 of the California General Corporation Law) on the record
date for the shareholders' meeting.

     Section 4. The business transacted at any special meeting of shareholders
shall be limited to the purposes stated in the notice.

                                   ARTICLE IV

                           QUORUM AND VOTING OF STOCK

     Section 1. The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute or by the articles of
incorporation. If, however, such quorum shall not be present or represented at
any meeting of the shareholders, the shareholders present in person or
represented by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the original meeting.

     Section 2. If a quorum is present, the affirmative vote of a majority of
the shares of stock represented and voting at the meeting (which shares voting
affirmatively also constitute at least a majority of the required quorum), shall
be the act of the shareholders unless the vote of a greater number or voting by
classes is required by law or the articles of incorporation.


                                       2



     Section 3. Each outstanding share of stock, having voting power, shall be
entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. A shareholder may vote either in person or by proxy executed in
writing by the shareholder or by his duly authorized attorney-in-fact. In all
elections for directors, every shareholder entitled to vote shall have the right
to vote, in person or by proxy, the number of shares of stock owned by him for
as many persons as there are directors to be elected, or, upon satisfaction of
the requirements set forth in Section 708(b) of the California General
Corporation Law, to cumulate the vote of said shares, and give one candidate a
number of votes equal to the number of directors to be elected multiplied by the
number of votes to which the shareholder's shares are normally entitled, or to
distribute the votes on the same principle among as many candidates as he may
see fit. Section 708(b) of the California General Corporation Law provides that
no shareholder shall be entitled to cumulate votes for any candidate for the
office of director unless such candidates' names have been placed in nomination
prior to the voting and at least one shareholder has given notice at the meeting
prior to the voting of his intention to cumulate his votes.

     Section 4. Unless otherwise provided in the articles, any action, except
election of directors, which may be taken at any annual or special meeting of
shareholders may be taken without a meeting and without prior notice, if a
consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding shares having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Except to fill a
vacancy in the board of directors not filled by the directors, directors may not
be elected by written consent except by unanimous written consent of all shares
entitled to vote for the election of directors. Any election of a director to
fill a vacancy (other than a vacancy created by removal) not filled by the
directors requires the written consent of a majority of the shares entitled to
vote.

                                    ARTICLE V

                                    DIRECTORS

     Section 1. The number of directors shall be one. Directors need not be
residents of the State of California nor shareholders of the corporation. The
directors, other than the first board of directors, shall be elected at the
annual meeting of the shareholders, and each director elected shall serve until
the next succeeding annual meeting and until his successor shall have been
elected and qualified. The first board of directors shall hold office until the
first annual meeting of shareholders.

     Section 2. Unless otherwise provided in the articles of incorporation,
vacancies, except for a vacancy created by the removal of a director, and newly
created directorships resulting from any increase in the number of directors may
be filled by a majority of the directors then in office, though less than a
quorum, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify. Unless
otherwise provided in the articles of incorporation any vacancy created by the
removal of a director shall be filled by the shareholders by the vote of a
majority of the shares entitled to vote at a meeting at which a quorum is
present. Any vacancies, which may be filled by directors and


                                       3



are not filled by the directors, may be filled by the shareholders by a majority
of the shares entitled to vote at a meeting at which a quorum is present.

     Section 3. The business affairs of the corporation shall be managed by its
board of directors which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by statute or by the articles of
incorporation or by these bylaws directed or required to be exercised or done by
the shareholders.

     Section 4. The directors may keep the books of the corporation, except such
as are required by law to be kept within the state, outside of the State of
California, at such place or places as they may from time to time determine.

     Section 5. The board of directors, by the affirmative vote of a majority of
the directors then in office, and irrespective of any personal interest of any
of its members, shall have authority to establish reasonable compensation of all
directors for services to the corporation as directors, officers or otherwise.

                                   ARTICLE VI

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 1. Meetings of the board of directors, regular or special, may be
held either within or without the State of California.

     Section 2. The first meeting of each newly elected board of directors shall
be held at such time and place as shall be fixed by the vote of the shareholders
at the annual meeting and no notice of such meeting shall be necessary to the
newly elected directors in order legally to constitute the meeting, provided a
quorum shall be present, or it may convene at such place and time as shall be
fixed by the consent in writing of all the directors.

     Section 3. Regular meetings of the board of directors may be held upon such
notice, or without notice, and at such time and at such place as shall from time
to time be determined by the board.

     Section 4. Special meetings of the board of directors may be called by the
president on four days' notice to each director, either personally or by mail or
by telephone or by facsimile telecommunication; special meetings shall be called
by the president or secretary in like manner and on like notice on the written
request of two directors unless the board consists of only one director; in
which case, special meetings shall be called by the president or secretary in
like manner and on like notice on the written request of the sole director.

     Section 5. Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where a director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of any regular or special meeting of the board of
directors need be specified in the notice or waiver of notice of such meeting.


                                       4



     Section 6. A majority of the directors shall constitute a quorum for the
transaction of business unless a greater number is required by law or by the
articles of incorporation. The act of a majority of the directors present at any
meeting at which a quorum is present shall be the act of the board of directors,
unless the act of a greater number is required by statute or by the articles of
incorporation. If a quorum shall not be present at any meeting of directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

     Section 7. Any action required or permitted to be taken at a meeting of the
directors may be taken without a meeting if a consent in writing, setting forth
the action so taken, shall be signed by all of the directors entitled to vote
with respect to the subject matter thereof.

                                   ARTICLE VII

                               EXECUTIVE COMMITTEE

     Section 1. The board of directors, by resolution adopted by a majority of
the number of directors fixed by the bylaws or otherwise, may designate two or
more directors to constitute an executive committee, which committee, to the
extent provided in such resolution, shall have and exercise all of the authority
of the board of directors in the management of the corporation, except as
otherwise required by law. Vacancies in the membership of the committee shall be
filled by the board of directors at a regular or special meeting of the board of
directors. The executive committee shall keep regular minutes of its proceedings
and report the same to the board when required. The board of directors may
designate one or more directors as alternate members of the executive committee.
The executive committee shall not have authority: (1) To approve any action
which will also require the shareholders' approval; (2) To fill vacancies on the
board or in any committee; (3) To fix the compensation of directors for serving
on the board or on any committee; (4) To amend or repeal the bylaws or adopt new
bylaws; (5) To amend or repeal any resolution of the board which by its express
terms is not so amendable or repealable; (6) To make a distribution to the
shareholders except at a rate or in a periodic amount or within a price range
determined by the board; or (7) To appoint other committees of the board or the
members thereof.

                                  ARTICLE VIII

                                     NOTICES

     Section 1. Whenever, under the provisions of the statutes or of the
articles of incorporation or of these bylaws, notice is required to be given to
any director or shareholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by mail, addressed to such director or
shareholder, at his address as it appears on the records of the corporation,
with postage thereon prepaid, and such notice shall be deemed to be given at the
time when the same shall be deposited in the United States mail. Notice to
directors may also be given by facsimile telecommunication. Notice to any
shareholder shall be given at the address furnished by such shareholder for the
purpose of receiving notice. If such address is not given


                                       5



and if no address appears on the records of the corporation for such
shareholder, notice may be given to such shareholder at the place where the
principal executive office of the corporation is located or by publication at
least once in a newspaper of general circulation in the county in which said
principal executive office is located. If a notice of a shareholders' meeting is
sent by mail it shall be sent by first-class mail, or, in case the corporation
has outstanding shares held of record by 500 or more persons (determined as
provided in Section 605 of the California General Corporation Law) on the record
date for the shareholders' meeting, notice may be by third-class mail.

     Section 2. Whenever any notice whatever is required to be given under the
provisions of the statutes or under the provisions of the articles of
incorporation or these bylaws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

                                   ARTICLE IX

                                    OFFICERS

     Section 1. The officers of the corporation, except those elected in
accordance with Section 210 of the California General Corporation Law, shall be
chosen by the board of directors and shall be a president, a vice-president, a
secretary and a chief financial officer. The board of directors may also choose
additional vice-presidents, and one or more assistant secretaries and assistant
treasurers.

     Section 2. The board of directors, at its first meeting after each annual
meeting of shareholders, shall choose a president, one or more vice-presidents,
a secretary and a chief financial officer, none of whom need be a member of the
board.

     Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board of directors.

     Section 4. The salaries of all officers and agents of the corporation shall
be fixed by the board of directors.

     Section 5. The officers of the corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the board
of directors may be removed at any time by the affirmative vote of a majority of
the board of directors. Any vacancy occurring in any office of the corporation
shall be filled by the board of directors.

                                  THE PRESIDENT

     Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the shareholders and the board of
directors, shall have general and


                                       6



active management of the business of the corporation and shall see that all
orders and resolutions of the board of directors are carried into effect.

     Section 7. He shall execute bonds, mortgages and other contracts requiring
a seal, under the seal of the corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the board of directors to some
other officer or agent of the corporation.

                               THE VICE-PRESIDENTS

     Section 8. The vice-president, or if there shall be more than one, the
vice-presidents in the order determined by the board of directors, shall, in the
absence or disability of the president, perform the duties and exercise the
powers of the president and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the shareholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the shareholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it, and when so affixed,
it may be attested by his signature or by the signature of such assistant
secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.

     Section 10. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors, shall,
in the absence or disability of the secretary, perform the duties and exercise
the powers of the secretary and shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

                           THE CHIEF FINANCIAL OFFICER

     Section 11. The chief financial officer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the board of
directors.


                                       7



     Section 12. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as chief financial officer and of the financial condition
of the corporation.

     Section 13. If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.

     Section 14. The chief financial officer is, for the purpose of executing
any documents requiring the signature of the "Treasurer," deemed to be the
treasurer of the corporation.

                            THE ASSISTANT TREASURERS

     Section 15. The assistant treasurers, or, if there shall be more than one,
the assistant treasurers in the order determined by the board of directors,
shall, in the absence or disability of the chief financial officer, perform the
duties and exercise the powers of the chief financial officer and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.

                                    ARTICLE X

                             CERTIFICATES FOR SHARES

     Section 1. Every holder of shares in the corporation shall be entitled to
have a certificate, signed by, or in the name of the corporation by, the
chairman or vice-chairman of the board of directors, or the president or a
vice-president and the chief financial officer or an assistant treasurer, or the
secretary or an assistant secretary of the corporation, certifying the number of
shares and the class or series of shares owned by him in the corporation. If the
shares of the corporation are classified or if any class of shares has two or
more series, there shall appear on the certificate either (1) a statement of the
rights, preferences, privileges and restrictions granted to or imposed upon each
class or series of shares to be issued and upon the holders thereof; or (2) a
summary of such rights, preferences, privileges and restrictions with reference
to the provisions of the articles and any certificates of determination
establishing the same; or (3) a statement setting forth the office or agency of
the corporation from which shareholders may obtain, upon request and without
charge, a copy of the statement referred to in item (1) heretofore. Every
certificate shall have noted thereon any information required to be set forth by
the California General Corporation Law and such information shall be set forth
in the manner provided by such law.


                                       8



     Section 2. Any or all of the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if such
person were an officer, transfer agent or registrar at the date of issue.

                                LOST CERTIFICATES

     Section 3. The board of directors may direct a new certificate to be issued
in place of any certificate theretofore issued by the corporation alleged to
have been lost or destroyed. When authorizing such issue of a new certificate,
the board of directors, in its discretion and as a condition precedent to the
issuance thereof, may prescribe such terms and conditions as it deems expedient,
and may require such indemnities as it deems adequate, to protect the
corporation from any claim that may be made against it with respect to any such
certificate alleged to have been lost or destroyed.

                               TRANSFERS OF SHARES

     Section 4. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate representing shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, a new
certificate shall be issued to the person entitled thereto, and the old
certificate cancelled and the transaction recorded upon the books of the
corporation.

                            CLOSING OF TRANSFER BOOKS

     Section 5. In order that the corporation may determine the shareholders
entitled to notice of any meeting or to vote or entitled to receive payment of
any dividend or other distribution or allotment of any rights or entitled to
exercise any rights in respect of any other lawful action, the board may fix, in
advance, a record date, which shall not be more than 60 nor less than 10 days
prior to the date of such meeting nor more than 60 days prior to any other
action.

     A determination of shareholders of record entitled to notice of or to vote
at a meeting of shareholders shall apply to any adjournment of the meeting
unless the board fixes a new record date for the adjourned meeting, but the
board shall fix a new record date if the meeting is adjourned for more than 45
days from the date set for the original meeting.

                             REGISTERED SHAREHOLDERS

     Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such


                                       9



owner, and to hold liable for calls and assessments a person registered on its
books as the owner of shares, and shall not be bound to recognize any equitable
or other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of California.

                                   ARTICLE XI

                               GENERAL PROVISIONS

                                    DIVIDENDS

     Section 1. Subject to the provisions of the articles of incorporation
relating thereto, if any, dividends may be declared by the board of directors at
any regular or special meeting, pursuant to law. Dividends may be paid in cash,
in property or in shares of the capital stock, subject to any provisions of the
articles of incorporation and the California General Corporation Law.

     Section 2. Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish, any such reserve in the
manner in which it was created.

                                     CHECKS

     Section 3. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

                                   FISCAL YEAR

     Section 4. The fiscal year of the corporation shall be fixed by resolution
of the board of directors.

                                      SEAL

     Section 5. The corporate seal shall have inscribed thereon the name of the
corporation, the date of its incorporation and the words "Corporate Seal,
California". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.


                                       10



                                   ARTICLE XII

                                   AMENDMENTS

     Section 1. These bylaws may be altered, amended or repealed or new bylaws
may be adopted (a) at any regular or special meeting of shareholders at which a
quorum is present or represented, by the affirmative vote of a majority of the
stock entitled to vote, provided notice of the proposed alteration, amendment or
repeal be contained in the notice of such meeting, or (b) by the affirmative
vote of a majority of the board of directors at any regular or special meeting
of the board. The board of directors shall not make or alter any bylaw
specifying a fixed number of directors or the maximum or minimum number of
directors and the directors shall not change a fixed board to a variable board
or vice versa in the bylaws. The board of directors shall not change a bylaw, if
any, which requires a larger proportion of the vote of directors for approval
than is required by the California General Corporation Law.

                                  ARTICLE XIII

                            DIRECTORS' ANNUAL REPORT

     Section 1. The directors shall cause to be sent to the shareholders not
later than 120 days after the close of the fiscal year, an annual report which
shall include a balance sheet as of the closing date of the last fiscal year,
and an income statement of changes in financial position for said fiscal year.
Said annual report shall be accompanied by any report thereon of independent
accountants or, if there is no such report, the certificate of an authorized
officer of the corporation that such statements were prepared without audit from
the books and records of the corporation. This annual report is hereby waived
whenever the corporation shall have less than 100 shareholders as defined in
Section 605 of the California General Corporation Law. Except when said waiver
applies, the annual report shall be sent to the shareholder at least 15 (or if
sent by third-class mail, 35) days prior to the date of the annual meeting. The
annual report may be sent by third-class mail only if the corporation has
outstanding shares held by 500 or more persons (as determined by the provisions
of Section 605 of the California General Corporation Law) on the record date for
the shareholders' meeting. In addition to the financial statements included in
the annual report, the annual report of the corporation, if it has more than 100
shareholders as defined in Section 605 of the California General Corporation Law
and if it is not subject to the reporting requirements of Section 13 of the
Securities and Exchange Act of 1934, or exempt from such registration by Section
12(g)(2) of said act, shall also describe briefly: (1) Any transaction
(excluding compensation of officers and directors) during the previous fiscal
year involving an amount in excess of forty thousand dollars ($40,000) (other
than contracts let at competitive bids or services rendered at prices regulated
by law) to which the corporation or its parent or subsidiary was a party and in
which any director or officer of the corporation or of a subsidiary or (if known
to the corporation or its parent or subsidiary) any holder of more than 10
percent of the outstanding voting shares of the corporation had a direct or
indirect material interest, naming such person and stating such person's
relationship to the corporation, the nature of such person's interest in the
transaction and, where practicable, the amount of such interest; provided, that
in the case of a transaction with a partnership of which such person is a
partner, only the interest of the partnership need be stated; and provided
further


                                       11



that no such report need be made in the case of transactions approved by the
shareholders under subdivision (a) of Section 310 of the California General
Corporation Law. (2) The amount and circumstances of any indemnification or
advances aggregating more than ten thousand dollars ($10,000) paid during the
fiscal year to any officer or director of the corporation pursuant to Section
317 of the California General Corporation Law, provided, that no such report
need be made in the case of indemnification approved by the shareholders under
paragraph (2) of subdivision (e) of Section 317 of the California General
Corporation Law.


                                       12

EX-3.70

                                                                    Exhibit 3.70

                              CERTIFICATE OF CHANGE

                                       OF

                      FIVE COUNTIES AMBULANCE SERVICE, INC.

               UNDER-SECTION 805-A OF THE BUSINESS CORPORATION LAW

      WE, THE UNDERSIGNED, Robert E. Jarrett, the Vice-President and Robert H.
Byrne, the Secretary of Five Counties Ambulance Service, Inc. hereby certify:

      1. The name of the corporation is Five Counties Ambulance Service, Inc.

      2. The Certificate of Incorporation of said corporation was filed by the
Department of State on November 23, 1964.

      3. The following is authorized by the Board of Directors: To change the
post office address to which the Secretary of State shall mail a copy of process
in any action or proceeding against the corporation which may be served on him
from c/o The Corporation, 145 West Sunrise Highway, Freeport, New York to c/o CT
Corporation System, 1633 Broadway, New York, New York 10019.

      To appoint the registered agent in New York upon whom all process against
the corporation may be served to be CT Corporation System at 1633 Broadway, New
York, New York 10019.

      IN WITNESS WHEREOF, we have signed this certificate on the ____ day of
November, 1995 and we affirm the statement contained therein as true under
penalties of perjury.

                                              /s/ Robert E. Jarrett
                                              ----------------------------------
                                              Robert E. Jarrett, Vice-President

                                              /s/ Robert H. Byrne
                                              --------------------------
                                              Robert H. Byrne, Secretary



                              CERTIFICATE OF CHANGE

                                       OF

                      FIVE COUNTIES AMBULANCE SERVICE, INC.

               UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW

LAIDLAW TRANSIT INC.
3221 NORTH SERVICE ROAD
BURLINGTON, ONT. CANADA L7R 3Y8



                              CERTIFICATE OF MERGER
                                       OF

                       Associated Ambulance Service, Inc.
                            Adam Transportation, Inc.
                          Park Ambulance Service, Inc.,
                      Five Counties Ambulance Service, Inc.
                        Sunrise Handicap Transport Corp.

                                      INTO
                           MEDTRANS OF NEW YORK, INC.

      We, the undersigned, Michael Forsayeth and Robert H. Byrne, being
respectively the Vice-President and the Secretary of MedTrans of New York, Inc.,
and Michael Forsayeth and Robert H. Byrne, being respectively the Vice-President
and Secretary of Associated Ambulance Service, Inc., Adam Transportation, Inc.,
Park Ambulance Service, Five Counties Ambulance Service, Inc. and Sunrise
Handicap Transport Corp. hereby certify:

            1.    (a)   The name of each constituent is as follows:

                        MedTrans of New York, Inc.
                        Associated Ambulance Service, Inc.
                        Adam Transportation, Inc.
                        Park Ambulance Service, Inc.
                        Five Counties Ambulance Service, Inc.
                        Sunrise Handicap Transport Corp.

                  (b)   The name of the surviving corporation is MedTrans
                        of New York, Inc. and following the merger its name
                        shall be MedTrans of New York, Inc.

            2. As to each constituent corporation, the designation and number of
outstanding shares of each class and series and the voting rights thereof are as
follows:

                                                                                      
                                         Designation and of
                                         shares in each class or    Class or Series of         Shares entitled to vote
Name of Corporation                      series outstanding         Shares entitled to Vote    as a class or series

MedTrans of New York, Inc.               100 Common                 Common                                 1
Associated Ambulance Service, Inc.       1,000 Common               Common                                 1
Adam Transportation, Inc.                100 Common                 Common                                 1
Park Ambulance Service, Inc.             50 Common                  Common                                 1
Five Counties Ambulance Service, Inc.    100 Common                 Common                                 1




                                                              
Sunrise Handicap Transport Corp.         100 Common                 Common                                 1



      3. There will be no amendments or changes made to the Certificate of
Incorporation of the surviving corporation once the merger has taken place.

      4. The date when the Certificate of Incorporation of each constituent
corporation was filed by the Department of State is as follows:



Name of Corporation                      Date of Incorporation
                                      
MedTrans of New York, Inc.               December 27, 1994

Associated Ambulance Service, Inc.       April 8, 1988 (under the name of AMR-U-Coaches Inc)

Adam Transportation Services, Inc        December 23, 1988

Park Ambulance Service, Inc.             August 3, 1964(under the name of Park Ambulance &
                                         Oxygen Services, Inc)

Five Counties Ambulance Service, Inc.    November 23, 1964

Sunrise Handicap Transport Corp.         May 11, 1981


      5.    The merger was adopted by each constituent corporation in the
            following manner.

      (a)   As to MedTrans of New York, Inc., by the unanimous written consent
            of the shareholders.

      (b)   As to-Associated Ambulance Service, Inc., by the unanimous written
            consent of the shareholders.

      (c)   As to Adam Transportation Services, Inc., by the unanimous written
            consent of the shareholders.

      (d)   As to Park Ambulance Service, Inc., by the unanimous written consent
            of the shareholders.

      (e)   As to Five Counties Ambulance Service, Inc., by the unanimous
            written consent of the shareholders.

      (f)   As to Sunrise Handicap Transport Corp., by the unanimous written
            consent of the shareholders.

      6.    The merger shall be effected on the 31st day of August, 1996.

      IN WITNESS WHEREOF, we have signed this certificate on the 27th day of
August, 1996, and we affirm the statements therein as true under penalties or
perjury.

                                 MedTrans of New York, Inc.

                                 By: /s/ Michael Forsayeth
                                     -----------------------------------------
                                          Michael Forsayeth - Vice-President

                                 By: /s/ Robert H. Byrne
                                     -----------------------------------------
                                          Robert H. Byrne - Secretary

                                 Associated Ambulance Service, Inc.

                                 By: /s/ Michael Forsayeth
                                     -----------------------------------------
                                          Michael Forsayeth - Vice-President

                                 By: /s/ Robert H. Byrne
                                     -----------------------------------------
                                          Robert H. Byrne - Secretary

                                 Adam Transportation, Inc.

                                 By: /s/ Michael Forsayeth
                                     -----------------------------------------
                                          Michael Forsayeth - Vice-President

                                 By: /s/ Robert H. Byrne
                                     -----------------------------------------
                                          Robert H. Byrne - Secretary

                                 Park Ambulance Service, Inc.

                                 By: /s/ Michael Forsayeth
                                     -----------------------------------------
                                          Michael Forsayeth - Vice President

                                 By: /s/ Robert H. Byrne
                                     -----------------------------------------
                                          Robert H. Byrne - Secretary



SIGNATURES CONTINUED...

                                 Five Counties Ambulance Service, Inc.

                                 By: /s/ Michael Forsayeth
                                     -----------------------------------------
                                          Michael Forsayeth - Vice President

                                 By: /s/ Robert H. Byrne
                                     -----------------------------------------
                                          Robert H. Byrne - Secretary

                                 Sunrise Handicap Transport Corp.

                                 By: /s/ Michael Forsayeth
                                     -----------------------------------------
                                          Michael Forsayeth - Vice President

                                 By: /s/ Robert H. Byrne
                                     -----------------------------------------
                                          Robert H. Byrne - Secretary



                              CERTIFICATE OF MERGER
                                       OF
                       ASSOCIATED AMBULANCE SERVICE, INC.
                            ADAM TRANSPORTATION, INC.
                          PARK AMBULANCE SERVICE, INC.
                     FIVE COUNTIES AMBULANCES SERVICE, INC.
                        SUNRISE HANDICAP TRANSPORT CORP.
                                      INTO
                           MEDTRANS OF NEW YORK, INC.

                UNDER SECTION 904 OF THE BUSINESS CORPORATION-LAW

LAIDLAW INC.
3221 N. SERVICE ROAD
BURLINGTON ONTARIO CANADA L7R 3Y8



                                                        At a Special Term of the
                                                      Supreme Court of the State
                                                          of New York, County of
                                                       Albany, held at the Court
                                                      House in Albany, New York,
                                                    on the 18 day of March, 1997

      PRESENT:

      HON.                     , JUSTICE.

SUPREME COURT
COUNTY OF ALBANY           STATE OF NEW YORK

MEDTRANS OF NEW YORK, INC.,
ASSOCIATED AMBULANCE SERVICE, INC.,
ADAM TRANSPORTATION SERVICE, INC.,
PARK AMBULANCE SERVICE, INC.,
FIVE COUNTIES AMBULANCE SERVICE, INC. AND
SUNRISE HANDICAP TRANSPORT CORP.

                                 Plaintiffs,

              - AGAINST -                                                ORDER

SECRETARY OF STATE OF THE STATE OF NEW YORK,

                                 Defendant.

Plaintiffs, MEDTRANS OF NEW YORK, INC., ASSOCIATED AMBULANCE SERVICE, INC., ADAM
TRANSPORTATION SERVICE, INC., PARK AMBULANCE SERVICE, INC., FIVE COUNTIES
AMBULANCE SERVICE, INC. and SUNRISE HANDICAP TRANSPORT CORP. by their attorney,
Lawrence A. Kirsch, Esq., by an Order To Show Cause having sought an Order in
this Court annulling the filing of the Certificate of Merger of the above named
corporations into MEDTRANS OF NEW YORK, INC. filed on the 31st day of August,
1996, with the Division of Corporations of the New York State Secretary of
State's Office, and upon



reading and filing the affidavit of Lawrence A. Kirsch, Esq., sworn to the 28th
day of February, 1997, and the Defendant having no objection to such order, it
is hereby

ORDERED, that the Certificate of Merger of ASSOCIATED AMBULANCE SERVICE, INC.,
ADAM TRANSPORTATION SERVICE, INC., PARK AMBULANCE SERVICE, INC., FIVE COUNTIES
AMBULANCE SERVICE, INC. AND SUNRISE HANDICAP TRANSPORT CORP. into MEDTRANS OF
NEW YORK, INC. filed in the Offices of the Division of Corporations of the New
York Secretary of State's Office on August 30, 1996, to be effective August 31,
1996 be annulled, and it is further

ORDERED, that the constituent corporations to the above merger be restored to
the index of existing corporations of the Department of State, Division of
Corporations, and it is further

ORDERED, that Plaintiffs file a copy of this Order with the Department of State,
Division of Corporations with respect to each of the above named entities and
pay the appropriate statutory filing fees for same.



Signed this 18 day of March, 1997, at Albany, New York.

                                          /s/ Thomas W. Keegan
                                          -------------------------------------
                                          Hon.
                                          Justice of the Supreme Court

STATE OF NEW YORK                        )
                                               ss.:
COUNTY OF ALBANY CLERK'S OFFICE          )

      I, THOMAS G. CLINGAN, Clerk of the said County, and also Clerk of the
Supreme and County Courts, being Courts of Record held therein, DO HEREBY
CERTIFY that I have compared the annexed copy order with the original thereof
filed in this office on the 18 day of March, 1997 and that the same is a correct
transcript therefrom, and of the whole of said original.

      IN TESTIMONY WHEREOF, I have hereunto set my name and affixed my official
seal, this 18 day of March, 1997.

                                         /s/ Thomas G. Clingan, Clerk
                                          --------------------------------------



                             COURT ORDER NULLIFYING

                              CERTIFICATE OF MERGER
                                       OF

                           MEDTRANS OF NEW YORK, INC.
                       ASSOCIATED AMBULANCE SERVICE, INC.,
                        ADAM TRANSPORTATION SERVICE, INC.
                          PARK AMBULANCE SERVICE, INC.
                      FIVE COUNTIES AMBULANCE SERVICE, INC.
                        SUNRISE HANDICAP TRANSPORT CORP.

                                               Filed by:
                                               HARTER, SECREST & EMERY
                                               700 MIDTOWN TOWER
                                               ROCHESTER, NY  14604-2070



                              CERTIFICATE OF CHANGE
                                       OF

                      FIVE COUNTIES AMBULANCE SERVICE. INC.

               Under Section 805-A of the Business Corporation Law

1.    The name of the corporation is

      FIVE COUNTIES AMBULANCE SERVICE, INC.

      If applicable, the original name under which it was formed is

2.    The Certificate of Incorporation of said corporation was filed by the
      Department of State on 11-23-64.

3.    The address of CT Corporation System as the registered agent of said
      corporation is hereby changed from CT CORPORATION SYSTEM, 1633 BROADWAY,
      NEW YORK, NY 10019 to 111 Eighth Avenue, New York, New York 10011.

4.    The address to which the Secretary of State shall mail a copy of process
      in any action or proceeding against the corporation which may be served on
      him is hereby changed from c/o CT CORPORATION SYSTEM, 1633 BROADWAY, NEW
      YORK, NY 10019 to c/o CT Corporation System, 111 Eighth Avenue, New York,
      New York 10011.

5.    Notice of the above changes was mailed to the corporation by CT
      Corporation System not less than 30 days prior to the date of delivery to
      the Department of State and such corporation has not objected thereto.

6.    CT Corporation System is both the agent of such corporation to whose
      address the Secretary of State is required to mail copies of process and
      the registered agent of such corporation.

IN WITNESS WHEREOF, I have signed this certificate on September 1, 1999 and
affirm the statements contained herein as true under penalties of perjury.

                                                CT CORPORATION SYSTEM

                                                By /s/ Kenneth J. Uva
                                                   ----------------------------
                                                         Kenneth J. Uva
                                                         Vice President



E9 - DRAWDOWN

                              CERTIFICATE OF CHANGE
                                       OF

                      FIVE COUNTIES AMBULANCE SERVICE, INC.

               Under Section 805-A of the Business Corporation Law

        Filed by:      C T CORPORATION SYSTEM
                       111 Eighth Avenue
                       New York, New York  10011

NY Domestic Corporation - agent and/or process address



                         CERTIFICATE OF INCORPORATION OF

                      FIVE COUNTIES AMBULANCE SERVICE, INC.

                UNDER SECTION 402 OF THE BUSINESS CORPORATION LAW

IT IS HEREBY CERTIFIED THAT:

      (1)   The name of the proposed corporation is

            FIVE COUNTIES AMBULANCE SERVICE, INC.

      (2)   The purpose or purposes for which this corporation is formed, are as
follows, to ,wit:

            (a)   To engage in the business of providing an ambulance service,
                  to sell or rent hospital beds, equipment necessary for the
                  comfort of the sick such as surgical supplies, canes,
                  crutches, supports and to do anything ordinarily done by those
                  engaged in that line of business.

            (b)   To do anything necessary for the accomplishment and
                  furtherance of the powers set forth herein. The foregoing
                  enumeration of specific powers shall not be held to limit or
                  restrict in any manner, the general powers of the corporation
                  and the enjoyment thereof, as conferred by the laws of the
                  State of New York. This corporation may engage in any business
                  that is legal under the laws of the State of New York.

            (c)   To acquire by purchase or otherwise hold, own, develop,
                  improve, sell, convey, exchange, mortgage, lease and otherwise
                  deal or trade in and dispose of real and personal property and
                  any estate interest or right therein; to lend money or bonds
                  secured by mortgage or real or personal property or otherwise;
                  to erect, construct, alter, maintain and improve houses and
                  buildings of every description on any lands of the corporation
                  or upon any other lands, and to rebuild, alter and improve
                  existing houses and buildings thereon, to the extent now or
                  hereafter permitted by law.

            (d)   To purchase, exchange, hire, or otherwise acquire such
                  personal property, chattels, rights, easements, permits,
                  privileges, and franchises as may lawfully be purchased,
                  exchanged, hired or acquired under the Business Corporation
                  Law of the State of New York.

            (e)   To borrow money for its corporate purposes, and to make,
                  accept, endorse, execute and issue promissory notes, bills of
                  exchange, bonds, debentures or other obligations from time to
                  time, for the purchase of property or for any purpose in or
                  about the business of the company, and, if deemed proper to
                  secure the payments of any such obligations by mortgage,
                  pledge, deed of trust or otherwise.



            (f)   The foregoing clauses shall be construed both as objects and
                  powers and it is hereby expressly provided that the foregoing
                  enumeration of specific powers shall not be held to limit or
                  restrict in any manner the general and implied powers of this
                  corporation.

      (3) The office of the corporation is to be located in the Village of
Freeport of _____________ County of Nassau, State of New York.

      (4) The aggregate number of shares which the corporation shall have
authority to issue is two Hundred (200) shares all of which shall be without par
value.

      (5) The Secretary of State is designated as agent of the corporation upon
whom process against it may he served. The post office address to which the
Secretary of State shall mail a copy of any process against the corporation
served upon him is 145 West Sunrise Highway, Freeport, New York

      The corporation, in furtherance of its corporate purposes above set forth,
shall have all of the powers enumerated in Section 202 of the Business
Corporation Law, subject to any limitations provided in the Business Corporation
Law or any other statute of the State of New York.

      The undersigned incorporator, or each of them if there are more than one,
is of the age of twenty-one years or over.

IN WITNESS WHEREOF, this certificate has been executed this 20th day of November
1964.

        Victor L. Carpentier                       /s/  Victor L. Carpentier
- ---------------------------------------         -------------------------------
      Type name of incorporator                    Signature

84-53 Avon Street, Jamaica, New York
- ---------------------------------------
               Address

_______________________________________        _______________________________
      Type name of incorporator                    Signature

_______________________________________
               Address

_______________________________________        _______________________________
       Type name of incorporator                   Signature

_______________________________________
               Address



STATE OF NEW YORK       )
                        ) ss.:
COUNTY OF QUEENS        )

      On this 20th day of November 1964, before me personally came Victor L.
Carpentier to me known to be the person described in and who executed the
foregoing certificate of incorporation and he thereupon duly acknowledged to me
that he executed the same.

                                                      /s/ X
                                                      --------------------------

                          CERTIFICATE OF INCORPORATION

                                       of

                      FIVE COUNTIES AMBULANCE SERVICE, INC.

                under Section 402 of the Business Corporation Law

                                    Filed By:    Victor L. Carpentier
                                                 Office and Post Office Address
                                                 160-09 Hillside Avenue
                                                 Jamaica 32, N.Y.

EX-3.71

                                                                    Exhibit 3.71

                                     BY-LAWS

                                       of

                      FIVE COUNTIES AMBULANCE SERVICE, INC.

                               ARTICLE I - OFFICES

     The principal office of the corporation shall be in the Village of Freeport
County of Nassau State of New York. The corporation may also have offices at
such other places within or without the State of New York as the board may from
time to time determine or the business of the corporation may require.

                           ARTICLE II - SHAREHOLDERS

1.   PLACE OF MEETINGS.

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

2.   ANNUAL MEETING.

     The annual meeting of the shareholders shall be held on the 24th day of
November at 10:00 A.M. in each year if, not a legal holiday, and, if a legal
holiday, then on the next business day following at the same hour, when the
shareholders shall elect a board and transact such other business as may
properly come before the meeting.

3.   SPECIAL MEETINGS.

     Special meetings of the shareholders may be called by the board or by the
president and shall be called by the president or the secretary at the request
in writing of a majority of the board or at the request in writing by
shareholders owning a majority in amount of the shares issued and outstanding.
Such request shall state the purpose or purposes of the proposed meeting.
Business transacted at a special meeting shall be confined to the purposes
stated in the notice.

4.   FIXING RECORD DATE.

     For the purpose of determining the shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or to express
consent to or dissent from any proposal without a meeting, or for the purpose of
determining shareholders entitled to receive payment of any dividend or the
allotment of any rights, or for the purpose of any other action, the board shall
fix, in advance, a date as the record date for any such determination of
shareholders. Such date shall not be more than fifty nor less than ten days
before the date of such meeting, nor more than fifty days prior to any other
action. If no record date is fixed it shall be determined in accordance with the
provisions of law.


                                   By-Laws A



5.   NOTICE OF MEETINGS OF SHAREHOLDERS.

     Written notice of each meeting of shareholders shall state the purpose or
purposes for which the meeting is called, the place, date and hour of the
meeting and unless it is the annual meeting, shall indicate that it is being
issued by or at the direction of the person or persons calling the meeting.
Notice shall be given either personally or by mail to each shareholder entitled
to vote at such meeting, not less than ten nor more than fifty days before the
date of the meeting. If action is proposed to be taken that might entitle
shareholders to payment for their shares, the notice shall include a statement
of that purpose and to that effect. If mailed, the notice is given when
deposited in the United States mail, with postage thereon prepaid, directed to
the shareholder at his address as it appears on the record of shareholders, or,
if he shall have filed with the secretary a written request that notices to him
be mailed to some other address, then directed to him at such other address.

6.   WAIVERS.

     Notice of meeting need not be given to any shareholder who signs a waiver
of notice, in person or by proxy, whether before or after the meeting. The
attendance of any shareholder at a meeting, in person or by proxy, without
protesting prior to the conclusion of the meeting the lack of notice of such
meeting, shall constitute a waiver of notice by him.

7.   QUORUM OF SHAREHOLDERS.

     Unless the certificate of incorporation provides otherwise, the holders of
a majority of the shares entitled to vote thereat shall constitute a quorum at a
meeting of shareholders for the transaction of any business, provided that when
a specified item of business is required to be voted on by a class or classes,
the holders of a majority of the shares of such class or classes shall
constitute a quorum for the transaction of such specified item of business.

     When a quorum is once present to organize a meeting, it is not broken by
the subsequent withdrawal of any shareholders.

     The shareholders present may adjourn the meeting despite the absence of a
quorum.

8.   PROXIES.

     Every shareholder entitled to vote at a meeting of shareholders or to
express consent or dissent without a meeting may authorize another person or
persons to act for him by proxy.

     Every proxy must be signed by the shareholder or his attorney-in-fact. No
proxy shall be valid after expiration of eleven months from the date thereof
unless otherwise provided in the proxy. Every proxy shall be revocable at the
pleasure of the shareholder executing it, except as otherwise provided by law.


                                   By-Laws B



9.   QUALIFICATION OF VOTERS.

     Every shareholder of record shall be entitled at every meeting of
shareholders to one vote for every share standing in his name on the record of
shareholders, unless otherwise provided in the certificate of incorporation.

10.  VOTE OF SHAREHOLDERS.

     Except as otherwise required by statute or by the certificate of
incorporation;

     (a) directors shall be elected by a plurality of the votes cast at a
meeting of shareholders by the holders of shares entitled to vote in the
election;

     (b) all other corporate action shall be authorized by a majority of the
votes cast.

11.  WRITTEN CONSENT OF SHAREHOLDERS.

     Any action that may be taken by vote may be taken without a meeting on
written consent, setting forth the action so taken, signed by the holders of all
the outstanding shares entitled to vote thereon or signed by such lesser number
of holders as may be provided for in the certificate of incorporation.

                            ARTICLE III - DIRECTORS

1.   BOARD OF DIRECTORS.

     Subject to any provision in the certificate of incorporation the business
of the corporation shall be managed by its board of directors, each of whom
shall be at least 21 years of age and be shareholders.

2.   NUMBER OF DIRECTORS.

     The number of directors shall be two. When all of the shares are owned by
less than three shareholders, the number of directors may be less than three but
not less than the number of shareholders.

3.   ELECTION AND TERM OF DIRECTORS.

     At each annual meeting of shareholders, the shareholders shall elect
directors to hold office until the next annual meeting. Each director shall hold
office until the expiration of the term for which he is elected and until his
successor has been elected and qualified, or until his prior resignation or
removal.

4.   NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

     Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board for any reason except the removal
of directors without cause may be filled by a vote of a majority of the
directors then in office, although less than a quorum exists, unless otherwise
provided in the certificate of incorporation. Vacancies occurring by


                                    By-Laws C



reason of the removal of directors without cause shall be filled by vote of the
shareholders unless otherwise provided in the certificate of incorporation. A
director elected to fill a vacancy caused by resignation, death or removal shall
be elected to hold office for the unexpired term of his predecessor.

5.   REMOVAL OF DIRECTORS.

     Any or all of the directors may be removed for cause by vote of the
shareholders or by action of the board. Directors may be removed without cause
only by vote of the shareholders.

6.   RESIGNATION.

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

7.   QUORUM OF DIRECTORS.

     Unless otherwise provided in the certificate of incorporation, a majority
of the entire board shall constitute a quorum for the transaction of business or
of any specified item of business.

8.   ACTION OF THE BOARD.

     Unless otherwise required by law, the vote of a majority of the directors
present at the time of the vote, if a quorum is present at such time, shall be
the act of the board. Each director present shall have one vote regardless of
the number of shares, if any, which he may hold.

9.   PLACE AND TIME OF BOARD MEETINGS.

     The board may hold its meetings at the office of the corporation or at such
other places, either within or without the State of New York, as it may from
time to time determine.

10.  REGULAR ANNUAL MEETING.

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

11.  NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT.

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


                                   By-Laws D



attends the meeting without protesting prior thereto or at its commencement, the
lack of notice to him.

     (b) A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place. Notice of the
adjournment shall be given all directors who were absent at the time of the
adjournment and, unless such time and place are announced at the meeting, to the
other directors.

12.  CHAIRMAN.

     At all meetings of the board the president, or in his absence, a chairman
chosen by the board shall preside.

13.  EXECUTIVE AND OTHER COMMITTEES.

     The board, by resolution adopted by a majority of the entire board, may
designate from among its members an executive committee and other committees,
each consisting of three or more directors. Each such committee shall serve at
the pleasure of the board.

14.  COMPENSATION.

     No compensation shall be paid to directors, as such, for their services,
but by resolution of the board a fixed sum and expenses for actual attendance,
at each regular or special meeting of the board may be authorized. Nothing
herein contained shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefor,

                              ARTICLE IV - OFFICERS

1.   OFFICES, ELECTION, TERM.

     (a) Unless otherwise provided for in the certificate of incorporation, the
board may elect or appoint a president, one or more vice-presidents, a secretary
and a treasurer, and such other officers as it may determine, who shall have
such duties, powers and functions as hereinafter provided.

     (b) All officers shall be elected or appointed to hold office until the
meeting of the board following the annual meeting of shareholders.

     (c) Each officer shall hold office for the term for which he is elected or
appointed and until his successor has been elected or appointed and qualified.

2.   REMOVAL, RESIGNATION, SALARY, ETC.

     (a) Any officer elected or appointed by the board may be removed by the
board with or without cause.

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


                                   By-Laws E



     (c) Any two or more offices may be held by the same person, except the
offices of president and secretary.

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

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

3.   PRESIDENT.

     The president shall be the chief executive officer of the corporation; he
shall preside at all meetings of the shareholders and of the board; he shall
have the management of the business of the corporation and shall see that all
orders and resolutions of the board are carried into effect.

4.   VICE-PRESIDENTS.

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

5.   SECRETARY.

     The secretary shall:

     (a) attend all meetings of the board and of the shareholders;

     (b) record all votes and minutes of all proceedings in a book to be kept
for that purpose;

     (c) give or cause to be given notice of all meetings of shareholders and of
special meetings of the board;

     (d) keep in safe custody the seal of the corporation and affix it to any
instrument when authorized by the board;

     (e) when required, prepare or cause to be prepared and available at each
meeting of shareholders a certified list in alphabetical order of the names of
shareholders entitled to vote thereat, indicating the number of shares of each
respective class held by each;

     (f) keep all the documents and records of the corporation as required by
law or otherwise in a proper and safe manner.

     (g) perform such other duties as may be prescribed by the board.

6.   ASSISTANT-SECRETARIES.

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


                                   By-Laws F



7.   TREASURER.

     The treasurer shall:

     (a) have the custody of the corporate funds and securities;

     (b) keep full and accurate accounts of receipts and disbursements in the
corporate books;

     (c) deposit all money and other valuables in the name and to the credit of
the corporation in such depositories as may be designated by the board;

     (d) disburse the funds of the corporation as may be ordered or authorized
by the board and preserve proper vouchers for such disbursements;

     (e) render to the president and board at the regular meetings of the board,
or whenever they require it, an account of all his transactions as treasurer and
of the financial condition of the corporation;

     (f) render a full financial report at the annual meeting of the
shareholders if so requested;

     (g) be furnished by all corporate officers and agents at his request, with
such reports and statements as he may require as to all financial transactions
of the corporation;

     (h) perform such other duties as are given to him by these by-laws or as
from time to time are assigned to him by the board or the president.

8.   ASSISTANT-TREASURER.

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

9.   SURETIES AND BONDS.

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

                       ARTICLE V - CERTIFICATES FOR SHARES

1.   CERTIFICATES.

     The shares of the corporation shall be represented by certificates. They
shall be numbered and entered in the books of the corporation as they are
issued. They shall exhibit the


                                   By-Laws G



holder's name and the number of shares and shall be signed by the president or a
vice-president and the treasurer or the secretary and shall bear the corporate
seal.

2.   LOST OR DESTROYED CERTIFICATES.

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

3.   TRANSFERS OF SHARES.

     (a) Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate; every such transfer shall be entered on
the transfer book of the corporation which shall be kept at its principal
office. No transfer shall be made within ten days next preceding the annual
meeting of shareholders.

     (b) The corporation shall be entitled to treat the holder of record of any
share as the holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of New York.

4.   CLOSING TRANSFER BOOKS.

     The board shall have the power to close the share transfer books of the
corporation for a period of not more than ten days during the thirty day period
immediately preceding (1) any shareholders' meeting, or (2) any date upon which
shareholders shall be called upon to or have a right to take action without a
meeting, or (3) any date fixed for the payment of a dividend or any other form
of distribution, and only those shareholders of record at the time the transfer
books are closed, shall be recognized as such for the purpose of (1) receiving
notice of or voting at such meeting, or (2) allowing them to take appropriate
action, or (3) entitling them to receive any dividend or other form of
distribution.

                             ARTICLE VI - DIVIDENDS

     Subject to the provisions of the certificate of incorporation and to
applicable law, dividends on the outstanding shares of the corporation may be
declared in such amounts and at such time or times as the board may determine.
Before payment of any dividend, there may be set aside out of the net profits of
the corporation available for dividends such sum or sums as the board from time
to time in its absolute discretion deems proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the


                                   By-Laws H



corporation, or for such other purpose as the board shall think conducive to the
interests of the corporation, and the board may modify or abolish any such
reserve.

                          ARTICLE VII - CORPORATE SEAL

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

                     ARTICLE VIII - EXECUTION OF INSTRUMENTS

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

                            ARTICLE IX - FISCAL YEAR

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

             ARTICLE X - REFERENCES TO CERTIFICATE OF INCORPORATION

     Reference to the certificate of incorporation in these by-laws shall
include all amendments thereto or changes thereof unless specifically excepted.

                           ARTICLE XI - BY-LAW CHANGES

AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS.

     (a) Except as otherwise provided in the certificate of incorporation the
by-laws may be amended, repealed or adopted by vote of the holders of the shares
at the time entitled to vote in the election of any directors. By-laws may also
be amended, repealed or adopted by the board but any by-law adopted by the board
may be amended by the shareholders entitled to vote thereon as hereinabove
provided.

     (b) If any by-law regulating an impending election of directors is adopted,
amended or repealed by the board, there shall be set forth in the notice of the
next meeting of shareholders for the election of directors the by-law so
adopted, amended or repealed, together with a concise statement of the changes
made.


                                   By-Laws I

EX-3.72

                                                                    Exhibit 3.72

                            ARTICLES OF INCORPORATION
                                       OF
                        FLORIDA EMERGENCY PARTNERS, INC.

     Pursuant to the provisions of Article 3.01 of the Texas Business
Corporation Act, the undersigned Incorporator adopts the following Articles of
Incorporation:

                                   ARTICLE I

     The name of the corporation is Florida Emergency Partners, Inc.

                                   ARTICLE II

     The period of duration of the corporation is perpetual.

                                  ARTICLE III

     The purpose for which the corporation is organized is to transact any and
all lawful business for which corporations may be organized under the Texas
Business Corporation Act.

                                   ARTICLE IV

     The aggregate number of shares which the corporation shall be authorized to
issue is One Thousand (1,000) shares of Common Stock of the par value of one
cent ($.01) per share.

                                   ARTICLE V

     The corporation will not commence business until it has received for the
issuance of its shares consideration of the value of at least One Thousand
Dollars ($1,000), consisting of money, labor done or property actually received.

                                   ARTICLE VI

     The street address of the initial registered office of the corporation is
1212 Guadalupe, Suite 102, Austin, Texas 78701, and the name of the initial
registered agent for the corporation at such address is Capitol Corporate
Services, Inc.

                                  ARTICLE VII

     The initial Board of Directors of the corporation shall consist of three
members whose names and addresses are as follows:



Name                 Address
- ----                 -------
                  
Zebulon L. Osborne   141 Waterman Avenue
                     Mount Dora, Florida 32757




                  
William E. Compton   141 Waterman Avenue
                     Mount Dora, Florida 32757

Seth D. Ellis        141 Waterman Avenue
                     Mount Dora, Florida 32757



                                  ARTICLE VIII

     The corporation shall indemnify its directors and officers from and against
any and all liabilities, costs and expenses incurred by them in such capacities
to the fullest extent permitted by the Texas Business Corporation Act, as
presently in effect and as may be hereafter amended, and shall have the power to
purchase and maintain liability insurance coverage for those persons or make and
maintain other arrangements on such persons' behalf as, and to the fullest
extent, permitted by the Texas Business Corporation Act, as presently in effect
and as may be hereafter amended.

                                   ARTICLE IX

     A director of the corporation shall not be liable to the corporation or its
shareholders for monetary damages for an act or omission in such director's
capacity as a director, except for liability of such director for (1) a breach
of such director's duty of loyalty to the corporation or its shareholders; (2)
an act or omission not in goad faith that constitutes a breach of duty of the
director to the corporation or an act or omission that involves intentional
misconduct or a knowing violation of the law, (3) a transaction from which such
director received an improper benefit, whether or not the benefit resulted from
an action taken within the scope of such director's office; or (4) an act or
omission for which the liability of such director is expressly provided by an
applicable statute. No amendment to or repeal of this Article IX shall apply to
or have any effect upon the liability or alleged liability of any director of
the corporation for or with respect to any act or omission of such director
occurring prior to such amendment or repeal.

                                   ARTICLE X

     No shareholder of the corporation shall, by reason of his holding shares of
any class of the capital stock of the corporation, have any preemptive or
preferential right, other than such preemptive or preferential rights, if any,
as the Board of Directors in its discretion may fix, to purchase, subscribe to
or otherwise acquire any unissued or treasury shares of any class of the capital
stock of the corporation, now or hereafter to he authorized, or any notes,
debentures, bonds or other securities convertible into, exchangeable for, or
carrying or accompanied by warrants, options or rights to purchase or subscribe
to shares of any class of the capital stock of the corporation, now or hereafter
to be authorized, whether or not the issuance of any such shares of capital
stock or such notes, debentures, bonds or other securities would adversely
affect the dividend or voting rights of such shareholder, and the Board of
Directors may issue shares of any class of the capital stock of the corporation,
now or hereafter to be authorized, or any notes, debentures, bonds or other
securities convertible into, exchangeable for, or carrying or accompanied by
warrants, options or rights to purchase or subscribe to shares of any class of
the capital stock of the corporation, now or hereafter to be authorized, without
offering any such



shares of any class of capital stock of the corporation, either in whole or in
part, to the existing shareholders of any class of the capital stock of the
corporation.

                                   ARTICLE XI

     Cumulative voting by the shareholders of the corporation at any election
for directors or upon any other matter is expressly prohibited, and the
directors of the corporation shall be elected by plurality vote of the
shareholders entitled to vote at such election.

                                  ARTICLE XII

     Any action required by the Texas Business Corporation Act, as amended, to
be taken at any annual or special meeting of shareholders, or any action which
may be taken at any annual or special meeting of shareholders, may be taken
without a meeting, without prior notice, and without a vote, if a consent or
consents in writing, setting forth the action so taken, shall be signed by the
holder or holders of shares having not more than the minimum number of votes
that would be necessary to take such action at a meeting at which the holders of
all shares entitled to vote on the action were present and voted.

                                  ARTICLE XIII

     The undersigned Incorporator, Steven A. Elder, is a natural person of the
age of eighteen (18) years or more whose address is 112 E. Pecan Street, Suite
1800, San Antonio, Texas 78205.

          EXECUTED this 17 day of June, 1996.


                                        /s/ Steven A. Elder
                                        ----------------------------------------
                                        Steven A. Elder
                                        Incorporator

EX-3.73

                                                                    Exhibit 3.73

                                     BY-LAWS

                                       OF

                        FLORIDA EMERGENCY PARTNERS, INC.
                                 (the "Company")

                                   ----------

                                    ARTICLE I

                                     OFFICES

     Section 1. Principal Office. The principal office of the Company shall be
in San Antonio, Texas.

     Section 2. Other Offices. The Company may also have offices at such other
places both within and without the State of Texas as the Board of Directors may
from time to time determine or the business of the Company may require.

                                   ARTICLE II

                                  SHAREHOLDERS

     Section 1. Time and Place of Meeting. All meetings of the shareholders
shall be held at such time and at such place within or without the State of
Texas as shall be determined by the Board of Directors.

     Section 2. Annual Meetings. The annual meeting of the shareholders shall be
held at each time and place within or without the state of Texas as may be
determined by the Board of Directors.

     Section 3. Special Meetings. Special meetings of the shareholders may be
called at any time by the President or the Board of Directors, and shall be
called by the President or Secretary at the request in writing of the holders of
not less then ten percent (10%) of the shares issued outstanding and entitled to
vote at the meeting. Such request shall state the purpose or purposes of the
proposed special meeting. The purpose or purposes of any such special meeting
shall be stated in the call and notice thereof. Business transacted at special
meetings of shareholders shall be confined to the purposes stated in the notice
of the special meeting.

     Section 4. Notice. Written or printed notice stating the place, day and
hour of any shareholders' meeting, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten (10) nor more than sixty (60) days before the date of the meeting,
either personally or by mail, by or at the direction of the President,
Secretary, or the officer or person calling the meeting, to each shareholder of
record



entitled to vote at such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, postage prepaid, to the
shareholder at his address as it appears on the stock transfer books of the
Company. Any notice required to be given to a shareholder pursuant to this
Section 4 or any other provision of these By-Laws, the Articles of Incorporation
of the Company or any provision of the Texas Business Corporation Act (herein
called the "Act") need not be given to such shareholder if (a) notice of two (2)
consecutive annual meetings of shareholders of the Company, and all notices of
meetings of shareholders of the Company held during the period between such
annual meetings, if any, or (b) all (but in no event less than two (2)) payments
(if sent by first class mail) of distributions or interest on securities of the
Company during any twelve-month period, have been mailed to such shareholder at
his address as shown on the records of the Company and have been returned
undeliverable, and any action or meeting of shareholders of the Company taken or
held without notice to such shareholder shall have the same force and effect as
if notice had been duly given to such shareholder; provided, however, that if
such shareholder delivers to the Company a written notice setting forth his or
her then current address, the requirement that notice be given to such
shareholder shall be reinstated.

     Section 5. Record Date. The Board of Directors may fix in advance a record
date for the purpose of determining shareholders entitled to notice of or to
vote at a meeting of shareholders, such record date to be not less than ten (10)
nor more than sixty (60) days prior to such meeting, or the Board of Directors
may close the stock transfer books for such purpose for a stated period of not
less than ten (10) nor more than sixty (60) days prior to such meeting. In the
absence of any action by the Board of Directors, the date upon which the notice
of the meeting is mailed shall be the record date. In the event that a special
meeting of shareholders is called by shareholders, the record date for
determining shareholders entitled to call such meeting shall be the date on
which the first shareholder calling such special meeting signs the call or
notice of that meeting.

     Section 6. List of Shareholders. The officer or agent of the Company having
charge of the stock transfer books for shares of the Company shall make, at
least ten (10) days before each meeting of the shareholders, a complete list of
the shareholders entitled to vote at such meeting or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of voting
shares held by each, which list, for a period of ten (10) days prior to such
meeting, shall be kept on file at the registered office of the Company and shall
be subject to inspection by any such shareholder at any time during usual
business hours. Such list shall also be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting. The original stock transfer books shall be
prima facie evidence as to who are the shareholders entitled to examine such
list or transfer books or to vote at any meetings of shareholders.

     Section 7. Quorum. The holders of a majority of the issued and outstanding
shares entitled to vote thereat, present in person or represented by proxy,
shall constitute a quorum at all meetings of the shareholders for the
transaction of business, except as otherwise provided by the Act. If, however,
such quorum shall not be present or represented at any meeting of the
shareholders, the shareholders entitled to vote, present in person or
represented by proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. When any adjourned meeting is


                                       2



reconvened and a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed. Once a quorum is constituted, the shareholders present or represented
by proxy at a meeting may continue to transact business until adjournment,
notwithstanding the subsequent withdrawal therefrom of such number of
shareholders as to leave less than a quorum.

     Section 8. Voting. When a quorum is present at any meeting, the vote of the
holders of a majority of the shares present or represented by proxy at such
meeting and entitled to vote shall be the act of the shareholders, unless the
vote of a different number is required by the Act, the Articles of Incorporation
of the Company or these By-Laws. Each shareholder shall at every meeting of the
shareholders be entitled to one vote in person or by proxy for each share having
voting power held by such shareholder.

     Section 9. Proxy. Every proxy must be executed in writing by the
shareholder or by his duly authorized attorney-in-fact, and shall be filed with
the Secretary of the Company prior to or at the time of the meeting. No proxy
shall be valid after eleven (11) months from the date of its execution unless
otherwise provided therein. Each proxy shall be revocable unless the proxy form
conspicuously states that the proxy is irrevocable and the proxy is coupled with
an interest. Proxies coupled with an interest include the appointment as proxy
of:

          (a) a pledgee;

          (b) a person who purchased or agreed to purchase, or owns or holds an
option to purchase, the shares covered by such proxy;

          (c) a creditor of the Company who extended credit to the Company under
terms requiring appointment of the creditor as proxy;

          (d) an employee of the Company whose employment contract requires
appointment of the employee as proxy; and

          (e) a party to a voting agreement entered into pursuant to and in
compliance with applicable provisions of the Act.

          Section 10. Action by Written Consent. Any action required or
permitted to be taken at any meeting of the shareholders may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by the holder or holders of shares having not less than the minimum
number of votes that would be necessary to take such action at a meeting at
which the holders of all shares entitled to vote on the action were present and
voted, and such consent shall have the same force and effect as a unanimous vote
of shareholders.

          Section 11. Meetings by Conference Telephone. Shareholders may
participate in and hold meetings of shareholders by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in such a
meeting shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.


                                       3



                                   ARTICLE III

                                    DIRECTORS

     Section 1. Number of Directors. The number of Directors of the Corporation
shall be three (3), subject to increase or decrease as provided herein. The
number of directors may be changed from time to time by the vote of a majority
of the entire Board of Directors, but no decrease in the number of directors
shall have the effect of reducing the term of any incumbent director. Directors
shall be elected at the annual meeting of shareholders or at any special meeting
of shareholders called for that purpose, except as provided in Section 8 of this
Article, and each director shall hold office until his successor is elected and
qualified. Directors need not be shareholders of the Corporation or residents of
the State of Texas.

     Section 2. Vacancies. Notwithstanding the fact that the remaining directors
may constitute less than a quorum of the Board of Directors as fixed by Section
8 of this Article, the affirmative vote of a majority of the remaining directors
may fill any vacancy occurring in the Board of Directors and, during the period
between any two successive annual meetings of the shareholders, may fill a
maximum of two (2) vacant directorships resulting from an increase in the number
of directors. A director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office. A directorship to be filled by
reason of an increase in the number of directors may be filled by the Board of
Directors for a term of office continuing only until the next election of one or
more directors by the shareholders. Any directorship to be filled by reason of
an increase in the number of directors may also be filled by election at an
annual meeting or at a special meeting of shareholders called for that purpose.
At any annual meeting of shareholders, or any special meeting called for such
purpose, any director may be removed from office, for or without cause, though
his term may not have expired.

     Section 3. General Powers. The business of the Company shall be managed by
its Board of Directors, which may exercise any and all powers of the Company and
do any and all such lawful acts and things as are not by the Act, the Articles
of Incorporation of the Company or by these By-Laws directed or required to be
exercised or done by the shareholders.

     Section 4. Place of Meetings. The directors of the Company may hold their
meetings, both regular and special, either within or without the State of Texas.

     Section 5. Annual Meetings. The first meeting of each newly elected Board
of Directors shall be held without further notice immediately following the
annual meeting of the shareholders, and at the same place, unless by unanimous
consent of the directors then elected and serving such time or place shall be
changed.

     Section 6. Regular Meetings. Regular meetings of the Board of Directors may
be held without notice at such time and place as shall from time to time be
determined by the Board of Directors.

     Section 7. Special Meetings. Special meetings of the Board of Directors may
be called by the President of the Company on two (2) days' notice to each
director, with such notice to be given personally, by mail or by telex,
telegraph or mailgram. Special meetings shall be


                                       4



called by the President or Secretary of the Company in like manner and on like
notice on the written request of any one (1) director.

     Section 8. Quorum and Voting. At all meetings of the Board of Directors the
presence of at least a majority of the number of directors fixed by Section 1 of
this Article shall be necessary and sufficient to constitute a quorum for the
transaction of business, and the affirmative vote of at least a majority of the
number of directors fixed by Section 1 of this Article shall be the act of the
Board of Directors, except as may be otherwise specifically provided by the Act,
the Articles of Incorporation of the Company or these By-Laws. If a quorum shall
not be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time without notice other than announcement at
the meeting, until a quorum shall be present.

     Section 9. Committees. The Board of Directors may, by resolution passed by
a majority of the whole Board, designate committees, each committee to consist
of one or more directors, which committees shall have such power and authority
and shall perform such functions as may be provided in such resolution. Such
committee or committees shall have such name or names as may be designated by
the Board of Directors and shall keep regular minutes of their proceedings and
report the same to the Board of Directors when required.

     Section 10. Compensation of Directors. Directors, as such, shall not
receive any stated salary for their services, but, by resolution of the Board of
Directors, a fixed sum and expenses of attendance, if any, may be allowed for
attendance at each regular or special meeting of the Board of Directors;
provided that nothing herein contained shall be construed to preclude any
director or directors from serving the Company in any other capacity and
receiving compensation therefor.

     Section 11. Action by Written Consent. Any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee designated
by the Board of Directors may be taken without a meeting if a written consent,
setting forth the action so taken, is signed by all the members of the Board of
Directors or of such committee, and such consent shall have the same force and
effect as a unanimous vote at a meeting.

     Section 12. Meetings by Conference Telephone. Members of the Board of
Directors or members of any committee designated by the Board of Directors may
participate in and hold a meeting of such Board or committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in
such a meeting shall constitute presence in person at such meeting, except where
a person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

     Section 13. Resignations. Each director shall have the right to resign at
any time upon written notice of such resignation to the President or Secretary
of the Company. Unless otherwise specified in such written notice, the
resignation shall take effect upon the receipt thereof, and acceptance of such
resignation shall not be necessary to make same effective.


                                       5



                                   ARTICLE IV

                                     NOTICES

     Section 1. Form of Notice. Whenever under the provisions of the Act, the
Articles of Incorporation of the Company or these By-Laws notice is required to
be given to any director or shareholder, and no provision is made as to how such
notice shall be given, notice shall not be construed to mean personal notice,
but any such notice may be given in writing, by mail, postage prepaid, addressed
to such director or shareholder at such address as appears on the books of the
Company, or by telex, telegraph or mailgram. Any notice required or permitted to
be given by mail shall be deemed to be given at the time when the same is
deposited, postage prepaid, in the United States mail as aforesaid.

     Section 2. Waiver. Whenever any notice is required to be given to any
director or shareholder of the Company under the provisions of the Act, the
Articles of Incorporation of the Company or these By-Laws, a waiver thereof in
writing signed by the person or persons entitled to such notice, whether signed
before or after the time stated in such waiver, shall be deemed equivalent to
the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     Section 1. In General. The officers of the Company shall be elected by the
Board of Directors and shall be a President, a Secretary and a Treasurer. The
Board of Directors may also, if it chooses to do so, elect a Chairman of the
Board, one or more Vice Presidents, one or more Assistant Secretaries, one or
more Assistant Treasurers and such other officers and agents as it shall deem
necessary, all of whom shall also be officers of the Company. Two or more
offices may be held by the same person.

     Section 2. Election. The Board of Directors at its first meeting after each
annual meeting of the shareholders shall elect a President and, if it so
chooses, may elect a Chairman of the Board, both of whom shall be members of the
Board of Directors, but the other officers need not be members of the Board of
Directors. The Board of Directors shall in addition elect at such meeting a Vice
President, a Secretary and a Treasurer and may appoint such other officers and
agents as it shall deem necessary, and may determine the salaries of all
officers and agents from time to time. The officers shall hold office until
their successors are duly elected and qualified. Any officer elected or
appointed by the Board of Directors may be removed, for or without cause, at any
time by a majority vote of the whole Board of Directors. Election or appointment
of an officer or agent shall not of itself create contract rights.

     Section 3. Chairman. The Chairman of the Board of Directors, if there be a
Chairman, shall preside at all meetings of the shareholders and the Board of
Directors and shall have such other powers as may from time to time be assigned
by the Board of Directors.

     Section 4. President. The President shall be the chief executive officer of
the Company, shall preside at all meetings of the shareholders and the Board of
Directors in the


                                       6



absence or disability of the Chairman of the Board or if a Chairman of the Board
has not been elected, shall have authority and responsibility for the general
and active management of the business of the Company and shall see that all
orders and resolutions of the Board of Directors are carried into effect.
Subject to the prior approval of the Board of Directors, the President shall
execute all contracts, mortgages, conveyances or other legal instruments in the
name of and on behalf of the Company, but this provision shall not prohibit the
delegation of such powers by the Board of Directors to some other officer, agent
or attorney-in-fact of the Company.

     Section 5. Vice Presidents. The Vice President or, if there be more than
one, the Vice Presidents in the order of their seniority or in any other order
determined by the Board of Directors, shall, in the absence or disability of the
President, perform the duties and exercise the powers of the President, and
shall generally assist the President and perform such other duties as the Board
of Directors shall prescribe.

     Section 6. Secretary. The Secretary shall attend all sessions of the Board
of Directors and all meetings of the shareholders and shall record all votes and
the minutes of all such proceedings in a book to be kept for that purpose, and
shall perform like duties for any other committees of the Board when required.
The Secretary shall give, or cause to be given, notice of all meetings of the
shareholders and special meetings of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors or President,
under whose supervision he or she shall be. The Secretary shall keep in safe
custody the seal of the Company, if any.

     Section 7. Assistant Secretaries. Any Assistant Secretary shall, in the
absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary and shall perform such other duties as may be prescribed
by the Board of Directors or the President.

     Section 8. Treasurer. The Treasurer shall have the custody of all corporate
funds and securities, shall keep full and accurate accounts of receipts and
disbursements of the Company, and shall deposit all moneys and other valuable
effects in the name of and to the credit of the Company in such depositories as
may be designated by the Board of Directors. The Treasurer shall disburse the
funds of the Company as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, shall render to the President and directors, at
the regular meetings of the Board of Directors or whenever they may otherwise
require, an account of all of his or her transactions as Treasurer and of the
financial condition of the Company, and shall perform such other duties as may
be prescribed by the Board of Directors or the President.

     Section 9. Assistant Treasurers. Any Assistant Treasurer shall, in the
absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer and shall perform such other duties as may be prescribed
by the Board of Directors or the President.

     Section 10. Resignations. Each officer shall have the right to resign at
any time upon written notice of such resignation to the President or the Board
of Directors. Unless otherwise specified in such written notice, the resignation
shall take effect upon the receipt thereof, and acceptance of such resignation
shall not be necessary to make same effective.


                                       7



                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     Section 1. Form of Certificates. The Company shall deliver certificates
representing all shares to which shareholders are entitled. Certificates
representing shares of the Company shall be in such form as shall be determined
by the Board of Directors and shall be numbered consecutively and entered in the
books of the Company as they are issued. Each certificate shall state on the
face thereof the holder's name, the number and class of shares, and the par
value of the shares or a statement that the shares are without par value. Each
certificate shall be signed by the President or a Vice President and the
Secretary or an Assistant Secretary of the Company, and may be sealed with the
seal of the Company or a facsimile thereof if the Company shall then have a
seal. The signatures of the Company's officers on any such certificate or
certificates may be facsimiles. In case any officer or officers who have signed,
or whose facsimile signature or signatures have been used on, such certificate
or certificates shall cease to be such officer or officers of the Company,
whether because of death, resignation or otherwise, before such certificate or
certificates have been delivered by the Company or its agents, such certificate
or certificates may nevertheless be adopted by the Company and be issued and
delivered as though the person or persons who signed the certificate or
certificates or whose facsimile signature or signatures have been used thereon
had not ceased to be such officer or officers of the Company.

     Section 2. Lost Certificates. The Board of Directors may direct that a new
certificate be issued in place of any certificate theretofore issued by the
Company which is alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate to be lost or
destroyed. When authorizing the issue of a new certificate, the Board of
Directors, in its discretion and as a condition precedent to the issuance
thereof, may require the owner of the lost or destroyed certificate, or his
legal representative, to advertise the same in such manner as it shall require
and/or give the Company a bond in such form, in such sum, and with such surety
or sureties as it may direct as indemnity against any claim that may be made
against the Company with respect to the certificate alleged to have been lost or
destroyed.

     Section 3. Transfer of Shares. Shares of stock shall be transferable only
on the books of the Company by the holder or holders thereof in person or by
his, her or their duly authorized attorney or attorneys and, upon surrender to
the Company or to the transfer agent of the Company of a certificate
representing shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
Company or the transfer agent of the Company to issue a new certificate to the
person entitled thereto, cancel the old certificate and record the transaction
upon its books.

     Section 4. Registered Shareholders. The Company shall be entitled to
recognize the holder or holders of record of any share or shares of stock as the
holder or holders in fact thereof, and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by law.


                                       8



                                   ARTICLE VII

                               GENERAL PROVISIONS

     Section 1. Dividends and Other Distributions. Dividends and other
distributions made upon or with respect to the outstanding shares of the
Company, subject to the provisions of the Act and of the Articles of
Incorporation of the Company, may be declared by the Board of Directors at any
regular or special meeting. Dividends may be declared and paid in cash, in
property or in shares of the Company, and other distributions may be declared
and paid in cash or property, provided that all such declarations and payments
of dividends and other distributions shall be in strict compliance with all
applicable laws and the Articles of Incorporation of the Company. The Board of
Directors may fix in advance a record date for the purposes of determining
shareholders entitled to receive payment of any dividend or other distribution,
such record date to be not more than sixty (60) days prior to the payment date
of such dividend or other distribution, or the Board of Directors may close the
stock transfer books for such purpose for a period of not more than sixty (60)
days prior to the payment date of such dividend or other distribution. In the
absence of any action by the Board of Directors, the date upon which the Board
of Directors adopts the resolution declaring such dividend or other distribution
shall be the record date. Any dividend or other distribution declared pursuant
to this Section 1 shall be payable to the persons registered as shareholders of
the Company in the Company's stock transfer books as of the record date for such
dividend or other distribution as set pursuant to this Section 1, and the person
in whose name shares are registered in the stock transfer books of the Company
as of such record date shall be deemed to be the owner of the shares so
registered in his name at such time.

     Section 2. Fiscal Year. The fiscal year of the Company shall be the twelve
(12) month period ending on December 31 of each year unless otherwise determined
and fixed by resolution of the Board of Directors.

     Section 3. Seal. The Company may by resolution of the Board of Directors
adopt and have a seal, and said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or in any manner reproduced. Any officer of
the Company shall have authority to affix the seal to any document requiring it.

     Section 4. Annual Statement. The Board of Directors shall present to the
shareholders at each annual meeting, and, when called for by vote of the
shareholders, at any special meeting, a full and clear statement of the business
and condition of the Company.

                                  ARTICLE VIII

                                    INDEMNITY

     Section 1. Indemnification. The Company shall indemnify its directors and
officers from and against any and all liabilities, costs and expenses incurred
by them in such capacities to the fullest extent permitted by the Act, as
presently in effect and as may be hereafter amended, and shall have the power to
purchase and maintain liability insurance coverage for those persons


                                       9



or make and maintain other arrangements on such persons' behalf as, and to the
fullest extent, permitted by the Act, as presently in effect and as may be
hereafter amended.

     Section 2. Indemnification Not Exclusive. The rights of indemnification and
reimbursement provided for in Section 1 of this Article VIII shall not be deemed
exclusive of any other rights to which any such director or officer may be
entitled under the Articles of Incorporation, any By-Laws, agreement or vote of
shareholders, or as a matter of law or otherwise.

                                   ARTICLE IX

                                     BY-LAWS

     Section 1. Amendments. These By-Laws may be altered, amended or repealed
and new By-Laws may be adopted by the Board of Directors at any regular meeting
or at any special meeting called for that purpose.

     Section 2. When By-Laws Silent. It is expressly recognized that when the
By-Laws are silent as to the manner of performing any corporate function, the
provisions of the Act shall control.


                                       10

EX-3.74

                                                                    Exhibit 3.74

                            ARTICLES OF INCORPORATION

                                       OF

                        FOUNTAIN AMBULANCE SERVICE, INC.

                               A CLOSE CORPORATION

     The undersigned, acting as incorporator of a corporation under the Code of
Alabama, adopts the following Articles of Incorporation for such corporation:

     FIRST: The name of the Corporation is FOUNTAIN AMBULANCE SERVICE, INC.

     SECOND: The period of its duration is perpetual.

     THIRD: The purpose or purposes for which the corporation is organized shall
be or to include, the transaction of any or all lawful business for which
corporations may be incorporated under the Alabama Business Corporation Act.

     FOURTH: The aggregate number of shares which the corporation shall have
authority to issue is 1000 shares with a par value of One ($1.00) Dollar.

     FIFTH: Provisions for the regulation of the internal affairs of the
corporation shall be By Laws.

     SIXTH: The address of the initial registered office is 158 N. Beltline Hwy.
Mobile, Alabama 36607, and the name of its initial registered agent at such
address is KIMBERLY DAY DENNY.

     SEVENTH: There will be no directors of this corporation.

     EIGHTH: The name and address of the incorporators are as follows:

                    
KIMBERLY KAY DENNY     JAMES PARTICK FOUNTAIN
158 N. Beltline Hwy.   158 N. Beltline Hwy.
Mobile, AL 36607       Mobile, AL 36607





     NINTH: The corporation is a close corporation authorized by Section
10-2A-300, through 10-2A-313, Code of Alabama, (1975), as amended; the business
of the corporation shall be managed by the Shareholders rather than by a Board
of Directors. The names and addresses of the shareholders are as follows: JAMES
PATRICK FOUNTAIN, 158 N. Beltline Hwy., Mobile, Alabama 36607, MARGARET R.
FOUNTAIN, 158 N. Beltline Hwy., Mobile, Alabama 36607 and KIMBERLY KAY DENNY,
158 N. Beltline Hwy. Mobile, Alabama 36607.

     TENTH: For purposes of determining the number of holders of record of the
stock of the corporation, stock which is held in joint tenancy or common tenancy
or by the entireties shall be treated as held by one shareholder.

     ELEVENTH: All of the corporation's issued shares of all classes, exclusive
of treasury shares, shall be held of record by not more than 30 persons.

     TWELFTH: The corporation hereby reserves the right to elect to do business
as a "Small Business Corporation" pursuant to the provision of Sub Section 1371,
et seq, of the Internal Revenue Act of 1954 as amended, should it elect to do so
through all its stockholders.


                                        2



     THIRTEENTH: The Corporation may adopt a plan to offer shares of stock of
common stock for sale under Sub-Section 1244 of the Internal Revenue Act of 1954
as amended.

DATED: Jan. 28th, 1992.


                                        /s/ James P. Fountain
                                        ----------------------------------------
                                        JAMES PATRICK FOUNTAIN
                                        Incorporator


                                        /s/ Kimberly Kay Denny
                                        ----------------------------------------
                                        KIMBERLY KAY DENNY
                                        Incorporator

THIS INSTRUMENT PREPARED BY:

CHARLES N. MCKNIGHT
ATTORNEY AT LAW
250 CONGRESS STREET
POST OFFICE BOX 2103
MOBILE, ALABAMA 36652-2103


                                        3

EX-3.75

                                                                    Exhibit 3.75

                                     BYLAWS

                        FOUNTAIN AMBULANCE SERVICE, INC.

                                   ARTICLE ONE

                                  CAPITAL STOCK

SECTION ONE: Share certificates, as approved by the President, shall be issued
to shareholders specifying the name of the owner, number of shares, and date of
issue. Each certificate shall be signed by the President with the corporate seal
affixed thereon. Each certificate shall be numbered in the order in which it is
issued.

SECTION TWO: Each shareholder shall be entitled to one vote per share of common
stock, unless otherwise stated in Article of Incorporation.

SECTION THREE: Transfer of shares of stock shall be in the transfer ledger of
the corporation. Such transfers shall be done in person or by power of attorney.
Transfers shall be completed on the surrender of the old certificate, duly
assigned.

                                   ARTICLE TWO

                             SHAREHOLDER'S MEETINGS

SECTION ONE: The annual meeting of the shareholders shall be held on the 2nd
Tuesday of January each year at 10:00 A.M. If the stated day is a weekend or a
legal holiday, the meeting shall be held on the next succeeding day not a
weekend day or a holiday.

SECTION TWO: Special meetings of the shareholders may be called at any time by
the President or any holder(s) of at least Twenty-five percent of the
outstanding capital stock.



SECTION THREE: Notice of any special meeting of the shareholders shall be given
to their last known address by registered mail. Notice of any special meeting of
the shareholders shall state the purpose of such meeting. Notice of a special
meeting may be waived in writing either before or after such meeting.

SECTION FOUR: Unless otherwise provided by law or the Articles of Incorporation,
at all meetings of the shareholders, action may be taken by a majority vote of
the number of shares entitled to vote as represented by the shareholders present
at such meeting. A quorum shall constitute one share over fifty percent of
outstanding shares entitled to vote as represented by the shareholders present
at such meeting. No business may be transacted without the presence of a quorum.
At any time during any shareholders meeting, if it is determined that a quorum
is no longer present, the meeting shall be then adjourned.

SECTION FIVE: Action may be taken by the shareholders without a formal meeting
by consent, if such consent is executed in writing by all of the shareholders
entitled to vote and if allowed under the laws of the State of incorporation.

                                  ARTICLE THREE

                                    DIRECTORS

SECTION ONE: There shall be no directors. The shareholders shall act as
directors.

                                  ARTICLE FOUR

                                    OFFICERS

SECTION ONE: The officers of the corporation shall consist of President, JAMES
P. FOUNTAIN, Vice-President, KIM DENNY, Secretary, DEANNE MICHELLE GIBSON, and


                                       2



Treasurer, MARGARET R. FOUNTAIN. All officers shall be elected by the
Stockholders and shall serve a term for compensation as fixed by the
Shareholders. The Stockholders may establish other officers as he may be deem
fit.

SECTION TWO: The chief executive officer shall be the President. The President
shall have management powers of the corporation. His duties shall include but
are not limited to administration of the corporation presiding over shareholders
meeting including general supervision of the policies of the corporation as well
as general management. The President shall execute contracts, mortgages, loans
and bonds under the seal of the corporation. The President shall have other
powers as determined by the shareholders by resolution.

SECTION THREE: The Vice-President, shall have such powers as delegated to him by
the President. Upon the inability to perform by the President, the
Vice-President shall serve as President until such time as the President shall
be able to perform. The President shall be deemed unable to perform his duties
upon written notification by the President of such inability or resignation.

SECTION FOUR: The Secretary shall have charge of the minute books, seal, and
stock books of the corporation. The Secretary shall have other powers as
delegated by the President.

SECTION FIVE: The Treasurer shall have the power to manage the financial affairs
of the corporation. The Treasurer shall keep books and records of the financial
affairs and make such available to the President upon request. The Treasurer may
make recommendations to the officers in regard to the financial affairs of the
corporation.


                                       3



SECTION SIX: Vacancies shall be filled by the Shareholders. Until such time as
vacancies are filled the following rules of succession shall apply without
regard to Section Five of this Article. The Vice-President shall act as
President and the Secretary shall act as Vice-President, and the Treasurer shall
act as Secretary-Treasurer.

SECTION SEVEN: Assistants to officers may be appointed by the President. These
duties shall be those delegated to them by the President.

SECTION EIGHT: Compensation of the officers shall be determined by the
Stockholders.

                                  ARTICLE FIVE

                    CONTRACTS AND INSTRUMENTS OF INDEBTEDNESS

SECTION ONE: No contracts or any instrument of indebtedness shall be executed
without approval by the President. The resident shall be authorized to execute
contracts or instruments of indebtedness.

SECTION TWO: All checks, drafts, or other instruments of indebtedness shall be
executed in the manner as determined by the President.

                                   ARTICLE SIX

                                 CORPORATE SEAL

     The seal shall be used by the President or other officers of the
corporation as provided for in these By-Laws.

                                  ARTICLE SEVEN

                                    AMENDMENT

     These Bylaws may be amended from time to time by a majority vote of the
Shareholders. These Bylaws may be repealed and new Bylaws established in the
same manner as amendments.


                                       4



These Bylaws will continue in full force and effect until amended or repealed
and replaced by new By-Laws.

                                  ARTICLE EIGHT

                                    DIVIDENDS

     The President may from time to time declare dividends to the Shareholders.
These distributions may be in cash or property. No such dividends may be made
out of the capital of the corporation.


                                       5

EX-3.76

                                                                    Exhibit 3.76

                          CERTIFICATE OF INCORPORATION

                                       OF

                          GLOBAL MEDICAL RESPONSE, INC.

     FIRST: The name of the corporation is: Global Medical Response, Inc.

     SECOND: The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle, Delaware 19801. The name of its registered agent at such address
is The Corporation Trust Company.

     THIRD: The nature of the business or purposes to be conducted or promoted
is to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

     FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is Three Thousand (3,000) shares of Common Stock, and
the par value of such shares is $.001 per share.

     FIFTH: The name and mailing address of the incorporator is:

            Gil B. Rosenthal
            Krendl Krendl Sachnoff & Way, P.C.
            370 17th Street, Suite 5350
            Denver, CO 80202

     The name and mailing address of each person who is to serve as a director
until the first annual meeting of the stockholders or until a successor is
elected and qualified, is as follows:



NAME                Mailing Address
- ----                ---------------
                 
William A. Sanger   6200 S. Syracuse Way, Suite 200
                    Greenwood Village, CO 80111

Glenn S. Leland     6200 S. Syracuse Way, Suite 200
                    Greenwood Village, CO 80111


     SIXTH: The board of directors is expressly authorized to make, alter or
repeal the bylaws of the corporation.

     SEVENTH: Elections of directors need not be by written ballot unless the
bylaws of the corporation shall so provide.



     EIGHTH: The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

     NINTH: A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit.

     TENTH: The corporation shall indemnify its current or former directors,
officers, employees and agents or any person who served or is serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise from and
against any and all expenses, liabilities or other matters to the fullest extent
permitted by the Delaware General Corporation Law. Such indemnification shall
not be deemed exclusive of any other rights to which such person may be
entitled, under any bylaws, agreements, vote of stockholders or disinterested
directors, or otherwise, both as to actions taken in their official capacity and
as to action in another capacity while holding such office, and shall inure to
the benefit of the heirs, executors and administrators of such persons. The
corporation shall have the power to enter into agreements providing for
indemnification by the corporation of current or former officers, directors,
general partners, employees and agents or any other person of or who served any
predecessor corporation, partnership, joint venture, trust or other enterprise
from and against any and all expenses, liabilities or other matters.

     I, being the sole incorporator hereinbefore named, for the purpose of
forming a corporation pursuant to the General Corporation Law of the State of
Delaware, do make this Certificate, hereby declaring and certifying that this is
my act and deed and the facts herein stated are true, and accordingly have
hereunto set my hand this 14th day of February, 2005.


                                        /s/ Gil B. Rosenthal
                                        ----------------------------------------
                                        Gil B. Rosenthal, Incorporator


                                        2

EX-3.77

                                                                    Exhibit 3.77

                                                    Effective: February 14, 2005

                                     BYLAWS
                                       OF
                          GLOBAL MEDICAL RESPONSE, INC.

                                    ARTICLE I

                                     OFFICES

          SECTION 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

          SECTION 2. The corporation may also have offices at such other places
both within and without the State of Delaware as the board of directors may from
time to time determine or the business of the corporation may require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

          SECTION 1. All meetings of the stockholders for the election of
directors shall be held in the City of Denver, State of Colorado, at such place
as may be fixed from time to time by the board of directors, or at such other
place either within or without the State of Delaware as shall be designated from
time to time by the board of directors and stated in the notice of the meeting.
Meetings of stockholders for any other purpose may be held at such time and
place, within or without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.

     The board of directors may, in its sole discretion, determine that the
meeting shall not be held at any place, but may instead be held solely by means
of remote communication as authorized by Section 211(a)(2) of the General
Corporation Law of Delaware. If so authorized, and subject to such guidelines
and procedures as the board of directors may adopt, stockholders and
proxyholders not physically present at a meeting of stockholders may, by means
of remote communication, participate in a meeting of stockholders and be deemed
present in person and vote at a meeting of stockholders whether such meeting is
to be held at a designated place or solely by means of remote communication,
provided that (i) the corporation shall implement reasonable measures to verify
that each person deemed present and permitted to vote at the meeting by means of
remote communication is a stockholder or proxyholder, (ii) the corporation shall
implement reasonable measures to provide such stockholders and proxyholders a
reasonable opportunity to participate in the meeting and to vote on matters
submitted to the stockholders, including an opportunity to read or hear the
proceedings of the meeting substantially concurrently with such proceedings, and
(iii) if any stockholder or proxyholder



votes or takes other action at the meeting by means of remote communication, a
record of such vote or other action shall be maintained by the corporation.

          SECTION 2. Annual meetings of stockholders, commencing with the year
2006, shall be held in the month of February at such date and time as shall be
designated from time to time by the board of directors and stated in the notice
of the meeting, at which they shall elect by a plurality vote a board of
directors, and transact such other business as may properly be brought before
the meeting.

          SECTION 3. Written notice of the annual meeting stating the place if
any, date and hour of the meeting, and the means of remote communication, if
any, by which stockholders and proxyholders may be deemed to be present in
person and vote at such meeting, shall be given to each stockholder entitled to
vote at such meeting not less than ten nor more than sixty days before the date
of the meeting.

          SECTION 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting for a period of at least ten days prior to the meeting:
(i) on a reasonably accessible electronic network, provided that the information
required to gain access to such list is provided with the notice of the meeting,
or (ii) during ordinary business hours, at the principal place of business of
the corporation. In the event that the corporation determines to make the list
available on an electronic network, the corporation may take reasonable steps to
ensure that such information is available only to stockholders of the
corporation. If the meeting is to be held at a place, then the list shall be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present. If the meeting
is to be held solely by means of remote communication, then the list shall also
be open to the examination of any stockholder during the whole time of the
meeting on a reasonably accessible electronic network, and the information
required to access such list shall be provided with the notice of the meeting.

          SECTION 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

          SECTION 6. Written notice of a special meeting stating the place if
any; date and hour of the meeting, and the means of remote communication, if
any, by which stockholders and proxyholders may be deemed to be present in
person and vote at such meeting, and the purpose or purposes for which the
meeting is called, shall be given not less than 10 nor more than 60 days before
the date of the meeting unless a greater time period is required by statute, to
each stockholder entitled to vote at such meeting.


                                       2



          SECTION 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

          SECTION 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

          SECTION 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.

          SECTION 10. Unless otherwise provided in the certificate of
incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.

     At all elections of directors of the corporation each stockholder having
voting power shall be entitled to exercise the right of cumulative voting as
provided in the certificate of incorporation.

          SECTION 11. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or special meeting
of stockholders of the corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote; if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing. Stockholders may, unless the
certificate of incorporation otherwise provides, act by written consent to elect
directors; provided, however, that if such consent is less than unanimous, such
action by written consent may be in lieu of holding an annual meeting only if
all of the directorships to which directors could be elected at an annual
meeting held at the effective time of such action are vacant and are filled by
such action.


                                       3



     A telegram, cablegram or other electronic transmission consenting to an
action to be taken and transmitted by a stockholder or proxyholder, or by a
person or persons authorized to act for a stockholder or proxyholder, shall be
deemed to be written, signed and dated for the purposes herein, provided that
any such telegram, cablegram or other electronic transmission sets forth or is
delivered with information from which the corporation can determine (A) that the
telegram, cablegram or other electronic transmission was transmitted by the
stockholder or proxyholder or by a person or persons authorized to act for the
stockholder or proxyholder and (B) the date on which such stockholder or
proxyholder or authorized persons or persons transmitted such telegram,
cablegram or other electronic transmission. The date on which such telegram,
cablegram or electronic transmission is transmitted shall be deemed to be the
date on which such consent was signed. No consent given by telegram, cablegram
or electronic transmission shall be deemed to have been delivered until such
consent is reproduced in paper form and until such paper form shall be delivered
in accordance with Section 228 of the General Corporation Law of Delaware, to
the corporation by delivery to its registered office in Delaware, its principal
place of business or an officer or agent of the corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. Any
copy, facsimile or other reliable reproduction of a consent in writing may be
substituted or used in lieu of the original writing for any and all such
purposes for which the original writing could be used, provided that such copy,
facsimile or other reproduction shall be a complete reproduction of the entire
original writing.

                                   ARTICLE III

                                    DIRECTORS

          SECTION 1. The number of directors which shall constitute the whole
board shall be not less than one nor more than five. The first board shall
consist of two directors. Thereafter, within the limits above specified, the
number of directors shall be determined by resolution of the board of directors
or by the stockholders at the annual meeting. The directors shall be elected at
the annual meeting of the stockholders, except as provided in Section 2 of this
Article, and each director elected shall hold office until his successor is
elected and qualified. Directors need not be stockholders.

          SECTION 2. Vacancies and newly created directorships resulting from
any increase in the authorized number of directors may be filled by a majority
of the directors then in office, though less than a quorum, or by a sole
remaining director, and the directors so chosen shall hold office until the next
annual election and until their successors are duly elected and shall qualify,
unless sooner displaced. If there are no directors in office, then an election
of directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten percent of
the total number of the shares at the time outstanding having the right to vote
for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office.


                                       4



          SECTION 3. The business of the corporation shall be managed by or
under the direction of its board of directors which may exercise all such powers
of the corporation and do all such lawful acts and things as are not by statute
or by the certificate of incorporation or by these bylaws directed or required
to be exercised or done by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

          SECTION 4. The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.

          SECTION 5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.

          SECTION 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.

          SECTION 7. Special meetings of the board may be called by the
president on 2 days' notice to each director, either personally or by mail or by
facsimile communication; special meetings shall be called by the president or
secretary in like manner and on like notice on the written request of two
directors unless the board consists of only one director; in which case special
meetings shall be called by the president or secretary in like manner and on
like notice on the written request of the sole director.

          SECTION 8. At all meetings of the board, a majority of directors shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the board of directors, except as may be otherwise specifically provided by
statute or by the certificate of incorporation. If a quorum shall not be present
at any meeting of the board of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

          SECTION 9. Unless otherwise restricted by the certificate of
incorporation or these bylaws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if all members of the board or committee, as the case may be,
consent thereto in writing or electronic transmission, and the writing or
writings or electronic transmission or transmissions are filed with the minutes
of proceedings of the board or committee. Such filing shall be in paper form if
the minutes are maintained in paper form and shall be in electronic form if the
minutes are maintained in electronic form.


                                       5



          SECTION 10. Unless otherwise restricted by the certificate of
incorporation or these bylaws, members of the board of directors, or any
committee designated by the board of directors, may participate in a meeting of
the board of directors, or any committee, by means of conference telephone or
other communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

                             COMMITTEES OF DIRECTORS

          SECTION 11. The board of directors may designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee.

     In the absence or disqualification of a member of a committee, the member
or members thereof present at any meeting and not disqualified from voting,
whether or not the member or members constitute a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in the
place of any such absent or disqualified member.

     Any such committee, to the extent provided in the resolution of the board
of directors, shall have and may exercise all the powers and authority of the
board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to the following matters: (i) approving or adopting, or
recommending to the stockholders, any action or matter expressly required by the
General Corporation Law of Delaware to be submitted to stockholders for approval
or (ii) adopting, amending or repealing any bylaw of the corporation. Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the board of directors.

          SECTION 12. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.

          SECTION 13. Unless otherwise provided in the certificate of
incorporation, the bylaws or the resolution of the board of directors
designating the committee, a committee may create one or more subcommittees,
each subcommittee to consist of one or more members of the committee, and
delegate to a subcommittee any or all of the powers and authority of the
committee.

                            COMPENSATION OF DIRECTORS

          SECTION 14. Unless otherwise restricted by the certificate of
incorporation or these bylaws, the board of directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors and may be paid
a fixed sum for attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.


                                       6



                              REMOVAL OF DIRECTORS

          SECTION 15. Unless otherwise restricted by the certificate of
incorporation or by law, any director or the entire board of directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to vote at an election of directors.

                                   ARTICLE IV

                                     NOTICES

          SECTION 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these bylaws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by facsimile telecommunication. Notice may
also be given to stockholders by a form of electronic transmission in accordance
with and subject to the provisions of Section 232 of the General Corporation Law
of Delaware.

          SECTION 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
bylaws, a waiver thereof in writing, signed by the person or persons entitled to
notice or a waiver by electronic transmission by the person entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent
thereto.

                                    ARTICLE V

                                    OFFICERS

          SECTION 1. The officers of the corporation shall be chosen by the
board of directors and shall be a president, a vice-president, a secretary and a
treasurer. The board of directors may also choose additional vice-presidents, a
chairman of the board, and one or more assistant secretaries and assistant
treasurers. Any number of offices may be held by the same person, unless the
certificate of incorporation or these bylaws otherwise provide.

          SECTION 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, one or more
vice-presidents, a secretary and a treasurer. Any number of offices may be held
by the same person, unless the certificate of incorporation or these bylaws
otherwise provide.

          SECTION 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

          SECTION 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.


                                       7



          SECTION 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.

                                  THE PRESIDENT

          SECTION 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.

          SECTION 7. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.

                               THE VICE-PRESIDENTS

          SECTION 8. In the absence of the president or in the event of his
inability or refusal to act, the vice-president (or in the event there be more
than one vice-president, the vice-presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
president. The vice-presidents shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

                      THE SECRETARY AND ASSISTANT SECRETARY

          SECTION 9. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such assistant
secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.

          SECTION 10. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.


                                       8



                      THE TREASURER AND ASSISTANT TREASURER

          SECTION 11. The treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.

          SECTION 12. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

          SECTION 13. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.

          SECTION 14. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.

                                   ARTICLE VI

                             CERTIFICATES FOR SHARES

          SECTION 1. The shares of the corporation shall be represented by a
certificate or shall be uncertificated. Certificates shall be signed by, or in
the name of the corporation by, the chairman or vice-chairman of the board of
directors, or the president or a vice-president, and by the treasurer or an
assistant treasurer, or the secretary or an assistant secretary of the
corporation.

     If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which the corporation shall issue to represent such class or
series of stock, a statement that the corporation will furnish without charge to
each stockholder who so requests the powers, designations, preferences and
relative, participating, optional or other special rights


                                       9



of each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.

     Within a reasonable time after the issuance or transfer of uncertificated
stock, the corporation shall send to the registered owner thereof a written
notice containing the information required to be set forth or stated on
certificates pursuant to Sections 151, 156, 202(a) or 218(a) of the General
Corporation Law of Delaware or a statement that the corporation will furnish
without charge to each stockholder who so requests the powers, designations,
preferences and relative participating, optional or other special rights of each
class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.

          SECTION 2. Any of or all the signatures on a certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

                                LOST CERTIFICATES

          SECTION 3. The board of directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

                                TRANSFER OF STOCK

          SECTION 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Upon receipt of proper transfer instructions from the registered owner of
uncertificated shares, such uncertificated shares shall be cancelled and
issuance of new equivalent uncertificated shares or certificated shares shall be
made to the person entitled thereto and the transaction shall be recorded upon
the books of the corporation.

                               FIXING RECORD DATE

          SECTION 5. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful


                                       10



action, the board of directors may fix, in advance, a record date, which shall
not be more than sixty nor less than ten days before the date of such meeting,
nor more than sixty days prior to any other action. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting: provided, however,
that the board of directors may fix a new record date for the adjourned meeting.

                             REGISTERED STOCKHOLDERS

          SECTION 6. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

          SECTION 1. Dividends upon the capital stock of the corporation,
subject to the provisions of the certificate of incorporation, if any, may be
declared by the board of directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the certificate of incorporation.

          SECTION 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                ANNUAL STATEMENT

          SECTION 3. The board of directors shall present at each annual
meeting, and at any special meeting of the stockholders when called for by vote
of the stockholders, a full and clear statement of the business and condition of
the corporation.

     Checks

          SECTION 4. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.


                                       11



                                   FISCAL YEAR

          SECTION 5. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.

                                      SEAL

          SECTION 6. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                 INDEMNIFICATION

          SECTION 7. The corporation shall indemnify its current or former
officers, directors, employees and agents to the extent permitted by the General
Corporation Law of Delaware.

                                  ARTICLE VIII

                                   AMENDMENTS

          SECTION 1. These bylaws may be altered, amended or repealed or new
bylaws may be adopted by the stockholders or by the board of directors, when
such power is conferred upon the board of directors by the certificate of
incorporation, at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption of new
bylaws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal bylaws is conferred upon the board of directors by the
certificate of incorporation, it shall not divest or limit the power of the
stockholders to adopt, amend or repeal bylaws.


                                       12

EX-3.78

                                                                   Exhibit 3.78

                                                                 DOMESTIC PROFIT
                                                               General Amendment

Submit Original and
One True Copy

                                 STATE OF HAWAII
                   DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
                         Business Registration Division
                              1010 Richards Street

              Mailing Address: P. O. Box 40, Honolulu, Hawaii 96810

                              ARTICLES OF AMENDMENT
                    (Section 415-61, Hawaii Revised Statutes)

PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK

     The undersigned, duly authorized officers of the corporation submitting
these Articles of Amendment, certify as follows:

1.   The name of the corporation is:
     CHARLES T. MITCHELL, M.D., INC.

2.   The Amendment(s) adopted are attached to these Articles of Amendment (see
     page 2).

3.   The total number of shares outstanding is: 1,000

4.   If adoption of the amendment(s) was at a meeting, complete the following:

     The meeting of the shareholders was held on ____________________
                                                 (Month   Day   Year)

                    Number of Shares Voting   Number of Shares Voting
     Class/Series   For Amendment             Against Amendment

5.   If adoption of the amendment(s) was by unanimous consent, complete the
     following:

     By written consent dated     May     17   1999
                                (Month   Day   Year)

     the shareholders unanimously adopted the amendment(s).



6.   If the amendment(s) provides for any exchange, reclassification, or
     cancellation of issued shares, attach a statement describing the manner in
     which the exchange, reclassification, or cancellation shall be effected.
     _________________________________________________________________________

We certify under the penalties of Section 415-136, Hawaii Revised Statutes, that
we have read the above statements, and that the same are true and correct.

Witness our hands this 17th day of MAY, 1999.

CHARLES T. MITCHELL, President             CHARLES T. MITCHELL, Secretary
(Type/Print Name & Title) Vice President   (Type/Print Name & Title) Treasurer


/s/ Charles T. Mitchell                 /s/ Charles T. Mitchell
- -------------------------------------   ----------------------------------------
(Signature of Officer)                  (Signature of Officer)

Signatures must be in black ink.
Articles must be signed by two individuals who are officers of the corporation.
(See Reverse Side For Instructions)

D1-7
Rev. 7/96 B14 (Fee)


                                        2



                       ATTACHMENT TO ARTICLES OF AMENDMENT

                                       of

                        CHARLES T. MITCHELL, M. D., INC.
                                (Corporate Name)

Fill in applicable blank(s) and insert text of the amendment.

Article __________, Section ________________, Subsection ______________________,

Paragraph ________ is amended to read as follows:

The preamble shall be amended in its entirety:
"The undersigned, desiring to become incorporated as a corporation and to obtain
the benefits conferred on corporations by law, hereby enter into the following
Articles of Incorporation, the terms of which shall be equally obligatory upon
the parties hereto as well as upon all other persons who from time to time may
be stockholders in the Corporation."


                                        3



                       ATTACHMENT TO ARTICLES OF AMENDMENT

                                       of

                        CHARLES T. MITCHELL, M. D., INC.
                                (Corporate Name)

Fill in applicable blank(s) and insert text of the amendment.

Article __________, Section _______________, Subsection________________________,

Paragraph 1 is amended to read as follows:

The name of the corporation shall be Charles T. Mitchell, Inc.


                                        4



                       ATTACHMENT TO ARTICLES OF AMENDMENT

                                       of

                        CHARLES T. MITCHELL, M. D., INC.
                                (Corporate Name)

Fill in applicable blank(s) and insert text of the amendment.

Article __________, Section _______________, Subsection _______________________,

Paragraph 3 is amended to read as follows:

The purpose for which the corporation is organized is to engage in any activity
permissible for a business corporation under the laws of the State of Hawaii


                                        5



                       ATTACHMENT TO ARTICLES OF AMENDMENT

                                       of

                        CHARLES T. MITCHELL, M. D., INC.
                                (Corporate Name)

Fill in applicable blank(s) and insert text of the amendment.

Article __________, Section ________________, Subsection ______________________,

Paragraph 4 is amended to read as follows:

     This paragraph shall be amended in its entirety:

     "The Board of Directors of the Corporation and the officers of the
     Corporation, along with the name and address of each, are as follows:

          (No change from the original articles of incorporation)

     The Board of Directors shall consist of not less than one or more than
     three as the By-laws shall provide. Directors and officers shall be elected
     or appointed in the manner provided by the law and the By-laws and shall
     have the powers given to them in the By-laws. Any person may hold two or
     more offices in the Corporation unless forbidden to do so by the By-laws or
     law. The officers of the Corporation shall be a President, a Vice
     President, a Treasurer and a Secretary, along with such other officers as
     are provided for in the By-laws. The Board of Directors shall, except as
     limited in the By-laws, have all of the powers necessary or proper to carry
     out all of the business of the Corporation, and the directors may delegate
     such powers as they see fit, so long as such delegation is not prohibited
     by law or in the By-laws."


                                        6




                       ATTACHMENT TO ARTICLES OF AMENDMENT

                                       of

                         CHARLES T. MITCHELL, M.D., INC.
                                (Corporate Name)

Fill in applicable blank(s) and insert text of the amendment.

Article __________, Section ________________, Subsection ______________________,

Paragraph 6 is amended to read as follows:

Paragraph 6 shall be amended in its entirety:

"The Corporation may purchase and redeem its own shares at any time so long as
one share remains issued and outstanding after such purchase and redemption. No
shares of the Corporation shall be sold or transferred to any eligible person
not designated by the Board of Directors until the Corporation and the remaining
stockholders have been afforded an opportunity to buy the stock on the terms set
forth in the By-laws of the Corporation and/or in any stock redemption
agreement."


                                        7



                       ATTACHMENT TO ARTICLES OF AMENDMENT

                                       of

                        CHARLES T. MITCHELL, M. D., INC.
                                (Corporate Name)

Fill in applicable blank(s) and insert text of the amendment.

Article __________, Section ________________, Subsection ______________________,

Paragraph 9 is amended to read as follows:

These Articles may be amended by the affirmative vote of the shareholders
holding not less than a majority of all the stock of the corporation issued and
outstanding and having voting power at any annual meeting or at any meeting duly
called for such purpose.


                                        8



                        DEPARTMENT OF REGULATORY AGENCIES

                                 STATE OF HAWAII

In the Matter of the               )
Application for Certificate        )
of Registration and                )
Incorporation                      )
                                   )
               of                  )
                                   )
CHARLES T. MITCHELL, M. D., INC.   )
                                   )
                                   )
A Medical Corporation.             )
- --------------------------------   )

                            ARTICLES OF INCORPORATION

                                       and

                                    AFFIDAVIT


                                        9



                        DEPARTMENT OF REGULATORY AGENCIES

                                 STATE OF HAWAII

In the Matter of the               )
Application for Certificate        )
of Registration and                )
Incorporation                      )
                                   )
               of                  )
                                   )
CHARLES T. MITCHELL, M. D., INC.   )
                                   )
                                   )
A Medical Corporation.             )
- --------------------------------   )

                            ARTICLES OF INCORPORATION

     The undersigned, desiring to become incorporated as a professional
corporation and to obtain the benefits conferred on professional corporations by
law, hereby enter into the following Articles of Incorporation, the terms of
which shall be equally obligatory upon the parties hereto as well as upon all
other persons who from time to time may be stockholders in the Corporation.

          1.   The Corporation shall be a professional corporation formed
               pursuant to Hawaii Revised Statutes, Sections 416-141 et seq. and
               is a professional corporation within the meaning of said law and
               complies with all of the requirements of said law and with
               Chapter 12 of the Rules and Regulations of the Board of Medical
               Examiners of the State of Hawaii. The name of the corporation
               shall be:

                    CHARLES T. MITCHELL, M. D., INC.

          2.   The initial office of the Corporation shall be located at:

                         P. O. Box 355
                         Lahaina, Maui, Hawaii 96761

          3.   This Corporation is to engage in the practice of medicine and
               shall have powers as are properly necessary to practice medicine.


                                       10



          4.   The Board of Directors of the Corporation and the officers of the
               Corporation, along with the name and address of each, are as
               follows:

                   Charles T. Mitchell, M. D.; P. O. Box 355,
                     Lahaina, Maui, Hawaii 96761; President,
                            Treasurer and Secretary.

               The Board of Directors shall consist of not less than one nor
               more than three as the By-Laws shall provide. Directors and
               officers shall be elected or appointed in the manner provided by
               the law and the By-Laws and shall have the powers given to them
               in the By-Laws. Any person may hold two or more offices in the
               Corporation unless forbidden to do so by the By-Laws or law. The
               officers of the Corporation shall be a President, a
               Vice-President, a Treasurer and a Secretary, along with such
               other officers as are provided for in the By-Laws. The Board of
               Directors shall, except as limited in the By-Laws, have all of
               the powers necessary or proper to carry out all of the business
               of the Corporation, and the directors may delegate such powers as
               they see fit, so long as such delegation is not prohibited by law
               or in the By-Laws. Only a person who is currently licensed by the
               Board of Medical Examiners of the State of Hawaii to practice
               medicine in the State of Hawaii may be a director, an officer, or
               an employee who will practice medicine.

          5.   The authorized stock of the Corporation shall be 1,000 shares of
               a par value of $1.00 each with an aggregate par value of $1,000;
               the Corporation shall have the privilege of subsequent increase
               or extension of the capital stock from time to time to an amount
               of $10,000,000. Stockholders shall have no pre-emptive rights.

          6.   The Shares of this Corporation may be owned only by a person who
               is licensed by the Board of Medical Examiners of the State of
               Hawaii to practice medicine in the State of Hawaii (hereinafter
               such persons will be referred to as "eligible stockholders"). Any
               transfer of stock to someone other than an eligible stockholder
               is void. The Corporation may purchase and redeem its own shares
               at any time so long as one share remains issued and outstanding
               after such purchase and redemption. No shares of the Corporation
               shall be sold or transferred to any eligible person not
               designated by the Board of Directors until the Corporation and
               the remaining stockholders have been afforded an opportunity to
               buy the stock on


                                       11



               the terms set forth in the By-Laws of the Corporation and/or in
               any stock redemption agreement.

          7.   No stockholder shall be liable for any debts or claims against or
               acts or omissions of the Corporation or of another shareholder or
               employee of the Corporation beyond the amount which may be due to
               the corporation upon any shares of stock of the Corporation owned
               by him.

          8.   The Corporation shall have perpetual life.

          Dated, Wailuku, Hawaii, April 1, 1977


                                        /s/ Charles T. Mitchell
                                        ----------------------------------------
                                        Charles T. Mitchell


                                        /s/ Sharlee M. Patronis
                                        ----------------------------------------
                                        Sharlee M. Patronis


                                        /s/ Dawn M. Tamashiro
                                        ----------------------------------------
                                        Dawn M. Tamashiro


                                       12



STATE OF HAWAII   )
                  )   SS.
COUNTY OF MAUI    )

     On this 1st day of April, 1977, before me the undersigned, personally
appeared CHARLES T. MITCHELL, SHARLEE M. PATRONIS, and DAWN M. TAMASHIRO, to me
known to be the persons described in and who executed the foregoing instrument
and severally acknowledged that they executed the same as their free act and
deed.


                                        /s/
                                        ----------------------------------------
                                        Notary Public, Second Judicial
                                        Circuit, State of Hawaii.

                                        My commission expires: 4/20/79


                                       13



                                    AFFIDAVIT

STATE OF HAWAII   )
                  )   SS.
COUNTY OF MAUI    )

     CHARLES T. MITCHELL, being duly sworn, on oath deposes and says:

     That he is named in the Articles of Incorporation filed herewith as
President, Secretary and Treasurer of the Corporation named in the attached
Articles; that the number of authorized shares of stock of the proposed
Corporation is 1,000 shares of common stock of the par value of $1.00 each, an
aggregate par value of $1,000; that capital stock in excess of three-fourths
(3/4ths) of said authorized capital stock has been subscribed for; that more
than ten per cent (10%) of the aggregate of the authorized capital stock has
been paid in in cash; that the names of the subscribers, the subscription price
for the shares subscribed for and the amounts paid in by each subscriber are as
follows:



Name of               No. of Shares     Subscription      Amount    Manner
Subscriber              Subscribed    Price for Shares   Paid In   Paid In
- -------------         -------------   ----------------   -------   -------
                                                       
Charles T. Mitchell   1,000           $1,000             $1,000.   Cash


TOTALS:

     And further affiant sayeth not.


                                        /s/ Charles T. Mitchell
                                        ----------------------------------------
                                        Charles T. Mitchell

Subscribed and sworn to before me
this 1st day of April, 1977


/s/
- -------------------------------------
Notary Public, Second Judicial
Circuit, State of Hawaii.

My commission expires: 4/20/79


                                       14

EX-3.79

                                                                   Exhibit 3.79

                                     BYLAWS

                                       OF

                         CHARLES T. MITCHELL, M.C., INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of CHARLES T. MITCHELL, M.C., INC.
(the "Corporation") shall be such registered agent and office as shall from time
to time be established pursuant to the articles of incorporation, as amended
from time to time, of the Corporation (the "Charter") or by resolution of the
Board of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Hawaii as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

     2.01. Meetings of Shareholders of the Corporation (the "Shareholders") for
any purpose may be held at such place, within or without the State of Hawaii, as
shall be fixed from time to time by the Board, or, if the Board has not so
specified, then at such place as may be fixed by the person or persons calling
the meeting.

     2.02. An annual meeting of the Shareholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Shareholders, a complete
list of the Shareholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Shareholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Shareholder who may be present.

     2.04. Special meetings of the Shareholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote



at the meetings. Business transacted at all special meetings shall be confined
to the objects stated in the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Shareholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
Shareholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Shareholders, the Shareholders
entitled to vote thereat, present in person or represented by proxy, shall
nevertheless have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At an adjourned session at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Shareholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Shareholders, unless otherwise provided by statute or the Charter. At any
meeting of the Shareholders, every Shareholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Shareholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Shareholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Shareholders entitled to notice of or to vote at a meeting of
Shareholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.


                                       2



     2.10. Any action required by statute to be taken at a meeting of the
Shareholders, or any action which may be taken at a meeting of the Shareholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Shareholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Shareholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Shareholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Shareholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Shareholders at the
annual meeting or a special meeting called for that purpose, but no decrease
shall have the effect of shortening the term of an incumbent director. Directors
need not be Shareholders or residents of the State of Hawaii. The directors
shall be elected at the annual meeting of the Shareholders, except as
hereinafter provided, and each director elected shall hold office until his or
her successor shall be elected and shall qualify.

     3.03. At any meeting of Shareholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Shareholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Shareholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Shareholders.

     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of


                                       3



an increase in the number of such directors may be filled by the affirmative
vote of a majority of the directors elected by such class or series then in
office or by a sole remaining director so elected, or by the vote of the holders
of the outstanding shares of such class or series, and such directorships shall
not in any case be filled by the vote of the remaining directors or the holders
of the outstanding shares as a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Shareholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Shareholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         Executive and Other Committees

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              Meetings of Directors

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Hawaii.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Shareholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically provided by statute or by the Charter or by these
bylaws. If a quorum shall not be present at any meeting of directors, the
directors present thereat


                                       4



may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            Compensation of Directors

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Shareholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Shareholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Shareholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its


                                       5



discretion, elect a Vice Chairman of the Board, one or more Executive Vice
Presidents or Vice Presidents and a Treasurer. Such other officers, including
assistant officers, and agents as may be deemed necessary may be elected or
appointed by the Board. Any two or more offices may be held by the same person.

     5.02. The Board at its first meeting after each annual meeting of
Shareholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.

     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              Chairman of the Board

     5.06. The Chairman of the Board shall preside at all meetings of the
shareholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             Chief Executive Officer

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           Vice-Chairman of the Board

     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Shareholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  The President

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board


                                       6



are carried into effect. He shall be an ex-officio member of all standing
committees of the Board.

                     The Secretary and Assistant Secretaries

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Shareholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Shareholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  The Treasurer

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.

     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  Other Offices

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.


                                       7



                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Shareholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of Hawaii. Each certificate shall be signed by either the President or
any Vice President then in office and by either the Secretary, an Assistant
Secretary, or any Treasurer then in office, and may be sealed with the seal of
the Corporation or a facsimile thereof. If any certificate is countersigned by a
transfer agent, or an assistant transfer agent or registered by a registrar,
other than the Corporation or an employee of the Corporation, the signature of
any such officer of the Corporation may be a facsimile. Whenever the Corporation
shall be authorized to issue more than one class of stock, there shall be (1)
set forth conspicuously upon the face or back of each certificate a full
statement of (a) all of the designations, preferences, limitations, and relative
rights of the shares of each class authorized to be issued and (b) if the
Corporation is authorized to issue any preferred or special class in series, the
variations in the relative rights and preferences of the shares of each series
so far as the same have been fixed and determined and the authority of the Board
to fix and determine the relative rights and preferences of subsequent series;
or (2) stated conspicuously on the face or back of the certificate that (a) such
a statement is set forth in the Charter on file in the office of the Secretary
of State of Hawaii and (b) the Corporation will furnish a copy of such statement
to the record holder of the certificate without charge upon request to the
Corporation at its principal place of business or registered office. Whenever
the Corporation by the Charter has limited or denied the preemptive rights of
Shareholders to acquire unissued or treasury shares of the Corporation, each
certificate (1) shall conspicuously set forth upon the face or back of such
certificate a full statement of the limitation or denial of preemptive rights
contained in the Charter, or (2) shall conspicuously state on the face or back
of the certificate that (a) such statement is set forth in the Charter on file
in the office of the Secretary of State of Hawaii and (b) the Corporation will
furnish a copy of such statement to the record holder of the certificate without
charge upon request to the Corporation at its principal place of business or
registered office. If any restriction on the transfer or the registration of the
transfer of shares shall be imposed or agreed to by the Corporation, as
permitted by law, each certificate representing shares so restricted (1) shall
conspicuously set forth a full or summary statement of the restriction on the
face of the certificate, or (2) shall set forth such statement on the back of
the certificate and conspicuously refer to the same on the face of the
certificate, or (3) shall conspicuously state on the face or back of the
certificate that such a restriction exists pursuant to a specified document and
(a) that the Corporation will furnish to the record holder of the certificate
without charge upon written request to the corporation at its principal place of
business or registered office a copy of the specified document, or (b) if such
document is one required or permitted to be and has been filed under the Hawaii
Business Corporation Act of 1988, that such document is on file in the office of
the Secretary of State of Hawaii and contains a full statement of such
restriction.


                                       8



                                Lost Certificates

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

                               Transfer of Shares

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified in the Hawaii Business and Commerce Code, it shall be the
duty of the Corporation or the transfer agent of the Corporation to register the
transfer as requested.

                             Registered Shareholders

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    Dividends

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Shareholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.

                                    Reserves

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or


                                       9



for such other purpose as the directors shall think beneficial to the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     Checks

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       Execution of Contracts, Deeds, Etc.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   Fiscal Year

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              Voting of Securities

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 Indemnification

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, arbitral, administrative, or investigative, any appeal in such action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding, because such person is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a


                                       10



presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief that he has met
the standard of conduct necessary for indemnification under the Hawaii Business
Corporation Act and (ii) a written undertaking by or on behalf of the director
to repay the amount paid or reimbursed if it is ultimately determined that he
has not satisfied such standard of conduct or if indemnification is prohibited
by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the shareholders with or before the notice or waiver of notice of the
next Shareholder's meeting or with or before the next submission to Shareholders
of a consent to action without a meeting pursuant to Section 415-145 of the
Hawaii Business Corporation Act, and, in any case, within the 12-month period
immediately following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Shareholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Shareholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.


                                       11



                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1)  the Charter or statute reserves the power exclusively to the
               Shareholders in whole or part; or

          (2)  the Shareholders in amending, repealing or adopting a particular
               bylaw expressly provide that the Board may not amend or repeal
               such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Shareholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Shareholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                       12



                                  CERTIFICATION

                                 BY SECRETARY OF

                         CHARLES T. MITCHELL, M.D., INC.

     I hereby certify that I am the duly elected, qualified and acting Secretary
of the above-named corporation and that the attached By-Laws were duly adopted
by said corporation and are currently effective.


Date: July 5, 1977                      /s/ Charles T. Mitchell
                                        ----------------------------------------
                                        Charles T. Mitchell, Secretary



                                   BY-LAWS OF

Section 1. REGULAR ANNUAL BOARD OF DIRECTORS' MEETING.

     The regular meeting of the Board of Directors shall be held on January 2,
at 7:00 o'clock P.M.

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

Section 2. NUMBER OF DIRECTORS.

     The authorized number of corporate directors shall be three until changed
by amendment of the Articles of Incorporation or by these By-Laws. At least one
third of all directors shall be residents of the State of Hawaii.

Section 3. STOCKHOLDERS' MEETING.

     A. ANNUAL STOCKHOLDERS' MEETING. On January 2, at 8:00 P.M. of each year,
the annual meeting of the stockholders shall be held, if not a legal holiday,
and if a legal holiday, then on the next succeeding business day, at which time
the stockholders shall elect by plurality vote a Board of Directors, consider
reports of the affairs of the corporation, and transact such other business as
may properly be brought before the meeting.

     B. PLACE OF MEETINGS. Special meetings of the stockholders shall be held at
the office of the corporation in the State of Hawaii, or such other place as may
be designated for stockholders meetings from time to time by the Board of
Directors.

     C. SPECIAL MEETINGS. Special meetings of the stockholders, for any purpose
or purposes whatsoever, may be called at any time by the President, or by any
two or more members of the Board of Directors, or by one or more stockholders
holding not less than one-fifth (1/5) of the voting power of the corporation.

     D. NOTICE OF MEETINGS. Notices of meetings, regular or special, shall be
given in writing to stockholders entitled to vote by the Secretary or the
Assistant Secretary, or if there be no such officer, or in case of his neglect
or refusal, by any director or stockholder.

     Such notices shall be mailed to the stockholder's address appearing on the
books of the corporation not less than five days before such meeting or such
stockholder may be informed in person at any time before such meeting.

     Notice of any meeting of stockholders shall specify the place, the day and
the hour of meeting, and in case of special meeting, the general nature of the
business to be transacted.

     When a meeting is adjourned for thirty days or more, notice of the
adjourned meeting shall be given as in case of an original meeting. Save, as
aforesaid, it shall not be necessary to



give any notice of the adjournment or of the business to be transacted at an
adjourned meeting other than by announcement at the meeting at which such
adjournment is taken.

     E. CONSENT TO STOCKHOLDERS' MEETINGS. The transactions of any meeting of
meeting of stockholders, however called and noticed, shall be valid as though
had at a meeting duly held after regular call and notice if a quorum be present
either in person or by proxy, and if, either before or after the meeting, all of
the stockholders entitled to vote, not present in person or by proxy, sign a
written waiver of notice, or a consent to the holding of such meeting, or an
approval of the minutes thereof. All such waivers, consents or approvals shall
be filed with the corporate records or made a part of the minutes of the
meeting.

     Any action which may be taken at a meeting of the stockholders, may be
taken without a meeting if authorized by a writing signed by all of the holders
of shares who would be entitled to vote at a meeting for such purpose, and filed
with the Secretary of the corporation.

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

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

     Every stockholder entitled to vote shall be entitled to one vote for each
of said shares and shall have the right to cumulate his votes as provided by law
in effect at the time such votes are cast, (presently Hawaii Revised Statutes,
Section 416-74).

     H. PROXIES. Every stockholder entitled to vote, or to execute consents, may
do so, either in person or by written proxy.

     Section 4. DIRECTORS; MANAGEMENT.

     A. POWERS. Subject to the limitation of the Articles of Incorporation, of
the By-Laws and of the Laws of the State of Hawaii as to action to be authorized
or approved by the stockholders, all corporate powers shall be exercised by or
under authority of, and the business and affairs of this corporation shall be
controlled by, a Board of Directors.

     B. ELECTION AND TENURE OF OFFICE. The directors shall be elected by ballot
at the annual meeting of the stockholders, to serve for one year. Their term of
office shall begin immediately after election.


                                       15



     C. VACANCIES. Vacancies in the Board of Directors may be filled by a
majority of the remaining directors, though less than a quorum, or by a sole
remaining director, and each director so elected shall hold office until his
successor is elected at a regular meeting of stockholders or at a special
meeting called for that purpose.

     The stockholders may at any time elect a director to fill any vacancy not
filled by the directors, and may elect the additional directors at the meeting
at which an amendment of the By-Laws is voted authorizing an increase in the
number of directors.

     A vacancy or vacancies shall be deemed to exist in case of the death,
resignation or removal of any director, or if the stockholders shall increase
the authorized number of directors but shall fail at the meeting at which such
increase is authorized, or at an adjournment thereof, to elect the additional
director so provided for, or in case the stockholders fail at any time to elect
the full number of authorized directors.

     If the Board of Directors accepts the resignation of a Director tendered to
take effect at a future time, the Board, or the stockholders, shall have power
to elect a successor to take office when the resignation shall became effective.

     No reduction of the number of directors shall have the effect of removing
any director prior to the expiration of his term of office.

     D. REMOVAL OF DIRECTORS. The entire Board of Directors or any individual
director may be removed from office by the stockholders with or without cause.

     E. PLACE OF MEETINGS. Meetings of the Board of Directors shall be held at
the office of the corporation in the State of Hawaii, or such other place as
designated for meetings of the Board of Directors from time to time by
resolution of the Board of Directors or written consent of all of the members of
the Board. Any meeting shall be valid, wherever held, if held by written consent
of all of the Members of the Board of Directors, given either before or after
the meeting and filed with the Secretary of the corporation.

     F. ORGANIZATION MEETINGS. The organization meetings of the Board of
Directors shall be held immediately following the adjournment of the regular
meetings of the stockholders at which directors are elected.

     G. SPECIAL MEETINGS--NOTICES. Special meetings of the Board of Directors
for any purpose or purposes shall be called at any time by the President or if
he is absent or unable or refuses to act, by any Vice-President, or by any
director.

     Written notice of the time and place of special meetings shall be delivered
personally to the directors or sent to each director by letter or by telegram,
charges prepaid, addressed to him at his address as it is shown upon the records
of the corporation, or if it is not so shown on such records or is not readily
ascertainable, at the place in which the meetings of the directors are regularly
held. In case such notice is mailed or telegraphed, it shall be deposited in the
United States mail or delivered to the telegraph company in the place in which
the principal office of the corporation is located at least forty-eight (48)
hours prior to the time of the holding of the meeting. In case such notice is
delivered as above indicated, it shall be so delivered at least four


                                       16



(4) hours prior to the time of the holding of the meeting. Such mailing,
telegraphing or delivery as above provided shall be due, legal and personal
notice to such director.

     H. WAIVER OF NOTICE. When all the directors are present at any directors'
meeting, however called or noticed, and sign a written consent thereto on the
records of such meeting, or, if a majority of the directors are present, and if
those not present sign in writing a waiver of notice of such meeting, either
prior to or after the holding of such meeting which such waiver shall be filed
with the Secretary of the corporation, all transactions thereof are as valid as
if had at a meeting regularly called and noticed.

     I. NOTICE OF ADJOURNMENT. Notice of the time and place of holding an
adjourned meeting need not be given to absent directors if the time and place be
fixed at the meeting adjourned.

     J. QUORUM. A majority of the number of directors shall be necessary to
constitute a quorum for the transaction of business, but the action of a
majority of the directors present at any meeting at which there is a quorum,
when duly assembled, is valid as a corporate act; provided that a minority of
the directors; in the absence of a quorum, may adjourn from time to time, but
may not transact any business.

     K. DIRECTORS ACTING WITHOUT MEETING. Notwithstanding anything to the
contrary contained in these By-Laws, any action required or permitted to be
taken by the Board of Directors may be taken without a meeting, if all members
of the Board of Directors shall individually or collectively consent in writing
to such action. Such written consent or consents shall be filed with the minutes
of the proceedings of the Board. Such action by written consent shall have the
same force and effect as the unanimous vote of such directors.

Section 5. OFFICERS.

     A. OFFICERS. The officers shall be a President, one or more
Vice-Presidents, a Secretary and a Treasurer, which officers shall be elected
by, and hold office at the pleasure of, the Board of Directors.

     B. ELECTION. After their annual elections the directors shall meet and
organize by electing a President, one or more Vice-Presidents, a Secretary and a
Treasurer.

     C. COMPENSATION AND TENURE OF OFFICE. The compensation and tenure of office
of all the officers of the corporation shall be fixed by the Board of Directors.
Salary payments made to an officer of the corporation that shall be disallowed
in whole or in part as a deductible expense for Federal Income Tax purposes
shall be reimbursed by such officer to the corporation to the full extent of the
disallowance. It shall be the duty of the Board of Directors to enforce payment
of each such amount disallowed.

     D. REMOVAL AND RESIGNATION. Any officer may be removed, either with or
without cause, by a majority of the directors at the time in office, at any
regular or special meeting of the Board, or, except in case of any officer
chosen by the Board of Directors, by any officer upon whom such power of removal
may be conferred by the Board of Directors.


                                       17



     Any officer may resign at any time by giving written notice to the Board of
Directors or to the President, or to the Secretary of the corporation. Any such
resignation shall take effect at the date of the receipt of such notice or at
any later time specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

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

     F. PRESIDENT. The President shall be the chief executive officer of the
corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and affairs of the
corporation. He shall preside at all meetings of the stockholders and of the
Board of Directors. He shall be ex-officio a member of all the standing
committees, including the executive committee, if any, and shall have the
general powers and duties of management usually vested in the office of
President of a corporation, and shall have such other powers and duties as may
be prescribed by the Board of Directors or the By-Laws.

     G. VICE-PRESIDENTS. The Vice Presidents shall at the discretion of the
Board of Directors, in the absence or disability of the President, perform the
duties and exercise the powers of the President, and shall perform such other
duties as the Board of Directors shall prescribe.

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

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

     The Secretary shall give, or cause to be given, notice of all the meetings
of the stockholders and of the Board of Directors required by the By-Laws or by
law to be given; he shall have such other powers and perform such other duties
as may be prescribed by the Board of Directors or by the By-Laws.

     I. TREASURER. The Treasurer shall receive and keep all the funds of the
corporation, and pay than out only on the check of the corporation, signed in
the manner authorized by the Board of Directors.

     J. ASSISTANTS. Any Assistant Secretary or Assistant Treasurer,
respectively, may exercise any of the powers of Secretary or Treasurer as
directed by the Board of Directors, and shall perform such other duties as the
Board of Directors may direct.


                                       18



     K. subordinate officers. The Board of Directors may from time to time
appoint such subordinate officers or agents as the business of the corporation
may require, fix their tenure of office and allow them suitable compensation.

Section 6. EXECUTIVE AND OTHER COMMITTEES.

     The Board of Directors may appoint an executive committee, and such other
committees as may be necessary from time to time, consisting of such number of
its members with such powers as it may designate, consistent with the Articles
of Incorporation and By-Laws and the Laws of the State of Hawaii. Such
committees shall hold office at the pleasure of the Board.

Section 7. CORPORATE RECORDS AND REPORTS--INSPECTION.

     A. RECORDS. The corporation shall maintain adequate and correct accounts,
books and records of its business and properties. All of such books, records and
accounts shall be kept at its principal place of business in the State of
Hawaii, as fixed by the Board of Directors from time to time.

     B. INSPECTION OF BOOKS AND RECORDS. As provided by law (presently Hawaii
Revised Statutes Section 416-34), a stock book shall be kept by the Secretary
and shall be open at all reasonable times for the inspection of the
stockholders.

     The original or a copy of these By-Laws, as amended or otherwise altered to
date, certified by the Secretary, shall be open to inspection by the
stockholders of the company.

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

     D. CONTRACTS, ETC.--HOW EXECUTED. The Board of Directors, except as in the
By-Laws otherwise provided, may authorize any officer or officers, agent or
agents, to enter into any contract or execute any instrument in the name of and
on behalf of the corporation. Such authority may be general or confined to
specific instances. Unless so authorized by the Board of Directors, no officer,
agent or employee shall have any power or authority to bind the corporation by
any contract or engagement, or to pledge its credit, or to render it liable for
any purpose or to any amount.

     E. ANNUAL EXHIBITS. The Board of Directors shall cause annual exhibits to
be made to the Director of Regulatory Agencies as provided by law (presently
Hawaii Revised Statutes Section 416-95). Such annual exhibit shall be submitted
between January 1 and April 1 unless the corporation shall adopt a fiscal year
basis other than the calendar year basis in which case the annual exhibit shall
be made within ninety days immediately following the fiscal year date if allowed
by the Director of Regulatory Agencies.


                                       19



Section 8. CERTIFICATES AND TRANSFER OF SHARES.

     A. CERTIFICATES FOR SHARES. Certificates for shares shall be of such form
as the Board of Directors may designate and shall state the name of the record
holder of the shares represented thereby; its number; date of issuance; the
number of shares for which it is issued; the par value, if any, or a statement
that such shares are without par value; a statement of the rights, privileges,
preferences and restrictions, if any; a statement as to redemption or
conversion, if any; a statement of liens or restrictions upon transfer or
voting, if any; if the shares be assessable, or, if assessments are collectible
by personal action, a plain statement of such facts.

     Every certificate for shares must be signed by the President or a
Vice-President and the Secretary or an Assistant Secretary.

     B. TRANSFER ON THE BOOKS. Upon surrender to the Secretary or transfer agent
of the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

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

     D. CLOSING STOCK TRANSFER BOOKS. The Board of Directors may close the
transfer books in their discretion for a period not exceeding thirty days
preceding any meeting, annual or special, of the shareholders, or the day
appointed for the payment of a dividend.

Section 9. AMENDMENTS TO BY-LAWS.

     New By-Laws may be adopted or these By-Laws may be repealed or amended at
their annual meeting, or at any other meeting of the stockholders called for
that purpose, by a vote of stockholders entitled to exercise a majority of the
voting power of the corporation, or by written assent of such stockholders.


                                       20



                                TABLE OF CONTENTS



                                                                        Page No.
                                                                        --------
                                                                  
Section 1   Board of Directors' Meetings                                   1

Section 2   Number of Directors                                            1

Section 3   Stockholders' Meeting                                          1
            A.   Annual Meeting                                            1
            B.   Place of Meetings                                         1
            C.   Special Meetings                                          1
            D.   Notice of Meetings                                        1
            E.   Consent to Stockholders' Meetings                         2
            F.   Quorum                                                    2
            G.   Voting Rights; Cumulative Voting                          2
            H.   Proxies                                                   2

Section 4   Directors, Management                                          3
            A.   Powers                                                    3
            B.   Election and Tenure of Office                             3
            C.   Vacancies                                                 3
            D.   Removal of Directors                                      3
            E.   Place of Meetings                                         3
            F.   Organization Meetings                                     3
            G.   Special Meetings - Notices                                3
            H.   Waiver of Notice                                          4
            I.   Notice of Adjournment                                     4
            J.   Quorum                                                    4
            K.   Directors Acting without Meeting                          4

Section 5   Officers                                                       4
            A.   Officers                                                  4
            B.   Election                                                  4
            C.   Compensation and Tenure of Office                         4
            D.   Removal and Resignation                                   5
            E.   Vacancies                                                 5
            F.   President                                                 5
            G.   Vice-President                                            5
            H.   Secretary                                                 5
            I.   Treasurer                                                 6
            J.   Assistants                                                6
            K.   Subordinate Officers                                      6

Section 6   Executive and other Committees                                 6




                                                                     
Section 7   Corporate Records and Reports - Inspection                     6
            A.   Records                                                   6
            B.   In section of Books and Records                           6
            C.   Checks, Drafts, etc.                                      6
            D.   Contracts, etc., how executed                             6
            E.   Annual Exhibits                                           7

Section 8   Certificates and Transfer of Shares                            7
            A.   Certificates for Shares                                   7
            B.   Transfer on the books                                     7
            C.   Lost or destroyed certificates                            7
            D.   Closing Stock Transfer Books                              7

Section 9   Amendments to By-Laws                                          7




                                       ii

EX-3.80

                                                                   Exhibit 3.80

               ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
                              DSCB:15-1915 (Rev 90)

In compliance with the requirements of 15 Pa.C.S. Section 1915 (relating to
articles of amendment), the undersigned business corporation, desiring to amend
its Articles, hereby states that:

1. The name of the corporation is: Professional Reimbursement Services, Inc.

2. The (a) address of this corporation's current registered office in this
Commonwealth or (b) name of its commercial registered office provider and the
county of venue is (the Department is hereby authorized to correct the following
information to conform to the records of the Department):

(a) 255 Business Center Drive, Horsham, PA 19044, Montgomery County
Number and Street City State Zip County

(b) c/o: ____________________________________________________
Name of Commercial Registered Office Provider

For a corporation represented by a commercial registered office provider, the
county in (b) shall be deemed the county in which the -corporation is
located-for venue and official publication purposes.

3. The statute by or under which it was incorporated is: Pennsylvania Business
Corporation Law of 1988.

4. The date of its incorporation is: November 13, 1991

5. (Check, and if appropriate complete, one of the following):

[x]  The amendment shall be effective upon filing these Articles of Amendment in
     the Department of State.

[ ]  The amendment shall be effective on: ___________________ at

_________________________________________________ Date _________________ Hour

6. (Check one of the following):

[ ]  The amendment was adopted by the shareholders (or members) pursuant to 15
     Pa.C.S. Section 1914(a) and (b).

[x]  The amendment was adopted by the board of directors pursuant to 15
     Pa.C.S. Section 1914(c).

7. (Check, and if appropriate complete, one of the following):



[x]  The amendment adopted by the corporation, set forth in full, is as follows:

     Article I is amended to read as follows: "The name of the corporation is
"Coordinated Health Services, Inc."

[ ]  The amendment adopted by the corporation as set forth in full in Exhibit
     A attached hereto and made a part hereof.

8. (Check if the amendment restates the Articles):

[ ]  The restated Articles of Incorporation supersede the original Articles
     and all amendments thereto.

IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of
Amendment to be signed by a duly authorized officer thereof this 1st day of
June, 1992.

                                        PROFESSIONAL REIMBURSEMENT
                                        SERVICES, INC.
                                        (Name of Corporation)


                                        BY: /s/ William Steinberg, M.D.
                                            ------------------------------------
                                        TITLE: President


                                       2



                         CONSENT TO USE OF SIMILAR NAME
                               DSCB:17.3 (Rev. 90)

     Pursuant to 19 Pa. Code Section 17.3 (relating to use of a confusing
similar name) the undersigned association, desiring consent to the use by
another association of a name which is confusingly similar to its name, hereby
certifies that:

1.   The name of the association executing this Consent to Use of Similar Name
     is: Coordinated Health Services, Ltd.

2.   The (a) address of this association's current registered office in this
     Commonwealth or (b) name of its commercial registered office provider and
     the county of venue is (the Department is hereby authorized to correct the
     following information to conform to the records of the Department):

     (a)  255 Business Center Drive, Horsham, PA 19044 Montgomery County
          Name and Street City State Zip County

     (b)  c/o: _____________________________________________________
          Name of Commercial Registered Office Provider County

     For an association represented by a commercial registered office provider,
     the county in (b) shall be deemed the county in which the association is
     located for venue and official publication purposes.

3.   The date of its incorporation or other organization is: June_ 30, 1978

4.   The statute under which it was incorporated or otherwise organized is:
     Pennsylvania Business Corporation Law of 1933.

5.   The association(s) entitled to the benefit of this Consent to Use Similar
     Name is (are): Professional Reimbursement Services, Inc., changing its name
     to Coordinated Health Services, Inc.

6.   A check in this box: ___ indicates that the association executing this
     Consent to Use of Similar Name is the parent or prior affiliate of a group
     of associations using the same name with geographic or other designations,
     and that such association is authorized to and does hereby act on behalf of
     all such affiliated associations, including the following (see 19 Pa. Code
     Section 17.3(c)(6)): ______________________________________________________

     ___________________________________________________________________________

     ___________________________________________________________________________


                                       3



IN TESTIMONY WHEREOF, the undersigned association has caused this consent to be
signed by a duly authorized officer thereof this 1st day of June, 1992.

COORDINATED HEALTH SERVICES, LTD.
(Name of Association)


BY: /s/ William J. Steinberg
    ---------------------------------
    (Signature)

TITLE: President


                                       4



                             STATEMENT OF CORRECTION
                              DSCB: 15-138 (Rev 90)

     In compliance with the requirements of 15 Pa.C.S. Section 138 (relating to
statement of correction) the undersigned association or other person, desiring
to correct an inaccurate record of corporate or other action or correct
defective or erroneous execution of a document, hereby states that:

1.   The name of the association or other person is: Professional Reimbursement
     Services Inc.

2.   The (a) address of this association's current registered office in this
     Commonwealth or (b) name of its commercial registered office provider and
     the county of venue is (the Department is hereby authorized to correct the
     following information to conform to the records of the Department):

     (a)  255 Horsham Center Drive Horsham PA 19044 Montgomery
          Number and Street City State Zip County

     (b)  c/o: __________________________________________________
          Name of Commercial Registered Office Provider County

     For an association represented by a commercial registered office provider,
     the county in (b) shall be deemed the county in which the association is
     located for venue and official publication purposes.

3.   The statute by or under which it was incorporated or the preceding filing
     was made, in the case of a filing that does not constitute a part of the
     articles of incorporation of a corporation, is: Business Corporation Law of
     1988


                                       5



4.   The inaccuracy or defect, which appears in Department of State form
     DSCB:15-1306 filed on 11/13/91 and recorded as Entity No. 2061778 is:

     See Exhibit A attached.

5.   (Check one of the following):

[X]  The portion of the document requiring correction in corrected form is set
     forth in Exhibit A attached hereto and made a part hereof.

[ ]  The original document to which this statement relates shall be deemed
     reexecuted.

[ ]  The original document to which this statement relates shall be deemed
     stricken from the records of the Department.

     IN TESTIMONY WHEREOF, the undersigned association or other person has
caused this statement to be signed by a duly authorized officer thereof or
otherwise in its name this 22nd day of November , 1991.

                                        PROFESSIONAL REIMBURSEMENT
                                        SERVICES, INC.
                                        (Name of Corporation)


                                        BY: /s/ Nancy P. Smith
                                            ------------------------------------
                                            Nancy P. Smith (Signature)

                                        TITLE: Incorporator


                                       6



                                    EXHIBIT A

     The address of the corporation's registered office is:

     255 Business Center Drive, Philadelphia, PA 19044 Montgomery
Number & Street City State Zip County


                                       7



                     ARTICLES OF INCORPORATION - FOR PROFIT

                DSCB: 15-1306/2102/2303/2702/2903/7102A (Rev 90)

Indicate type of domestic corporation (check one):

[X]  Business-stock (15 Pa.C.S.         [ ]  Management (15 Pa.C.S. Section
     Section 1306)                           2702)

[ ]  Business-nonstock (15 Pa.C.S.      [ ]  Professional (15 Pa.C.S. Section
     Section 2102)                           2903)

[ ]  Business-statutory close           [ ]  Cooperative (15 Pa.C.S. Section
     (15 Pa.C.S. Section 2303)               7102A)

     In compliance with the requirements of the applicable provisions of 15
Pa.C.S. (relating to corporations and unincorporated associations) the
undersigned, desiring to incorporate a corporation for profit hereby state(s)
that:

1.   The name of the corporation is: Professional Reimbursement Services, Inc.

2.   The (a) address of this corporation's initial registered office in this
     Commonwealth or (b) name of its commercial registered office provider and
     the county of venue is:

     (a)  255 Horsham Center Drive, Horsham PA 19044 Montgomery
          Number and Street City State Zip County

     (b)  c/o: ___________________________________________________
               Name of Commercial Registered Office Provider County

     For a corporation represented by a commercial registered office provider,
     the county in (b) shall be deemed the county in which the corporation is
     located for venue and official publication purposes.

3.   The corporation is incorporated under tin provisions of the Business
     Corporation Law of 1988.

4.   The aggregate number of shares authorized is: 100 (other provisions, if any
     attach 8 1/2x 11 sheet)

5.   The name and address, including street and number, if any, of each
     incorporator is:



     Name             Address
     ----             -------
                   
     Nancy P. Smith   c/o Braemer Abelson & Hitchner, 1515 Market St., Phila., PA 19102



                                       8



6.   The specified effective date, if any, is: ________________________________
                                               month day year hour, if any

7.   Any additional provisions of the articles, if any, attach an 8 1/2x 11
     sheet.

                             SEE SCHEDULE A ATTACHED

8.   Statutory close corporation only: Neither the corporation nor any
     shareholder shall make an offering of any of its shares of any that would
     (illegible)?

9.   Cooperative corporations only: (Complete and strike out inapplicable term)
     The common board of membership among its members/shareholders is:

IN TESTIMONY WHEREOF, the incorporator(s) has (have) signed these Articles of
Incorporation this 13th day of November, 1991.


/s/ Nancy P. Smith
- -------------------------------------
(Signature)


                                       9



                                   SCHEDULE A

7.   A. The shareholders of the Corporation shall not be entitled to cumulate
their votes for the election of directors.

     B. The initial director of the Corporation is as follows:

                           William J. Steinberg, M.D.


                                       10



                        CONSENT TO APPROPRIATION OF NAME
                               DSCS: 17.2 (Rev 90)

     Pursuant to 19 Pa. Code Section 17.2 (relating to appropriation of the name
of a senior corporation) the undersigned association, desiring to consent to the
appropriation of its name by another association, hereby certifies that:

1.   The name of the association executing this Consent of Appropriation of Name
     is: Professional Reimbursement Services, Inc.

2.   The (a) address of this association's current registered office in this
     Commonwealth or (b) name of its commercial registered office provider and
     the county of venue is (the Department is hereby authorized to correct the
     following information to conform to the records of the Department):

     (a)  255 Horsham Center Drive Horsham, PA 19044 Montgomery
          Name and Street City State Zip County

     (b)  c/o: ____________________________________________________________
          Name of Commercial Registered Office Provider County

     For an association represented by a commercial registered office provider,
     the county in (b) shall be deemed the county in which the association is
     located for venue and official publication purposes.

3.   The date of its incorporation or other organization is: July 3, 1991

4.   The statute under which it was incorporated or otherwise organized is:
     Business Corporation Law of 1988

5.   The association is (check one):

     [ ]  About to change its name.

     [X]  About to cease to do business.

     [ ]  Being wound up.

     [ ]  About to withdraw from doing business in this Commonwealth.

6.   The association(s) entitled to the benefit of this Consent to Appropriation
     of Name is (are): Professional Reimbursement Services, Inc.


                                       11



     IN TESTIMONY WHEREOF, the undersigned association has caused this consent
to be signed by a duly authorized officer thereof this 11th day of November,
1991.


                                        BY: /s/ William Steinberg, M.D.
                                            ------------------------------------
                                            (Signature)

                                        TITLE: William J. Steinberg, M. D.,
                                               President


                                       12

EX-3.81

                                                                   Exhibit 3.81

                                     BYLAWS

                                       OF

                        COORDINATED HEALTH SERVICES, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of COORDINATED HEALTH SERVICES, INC.
(the "Corporation") shall be such registered agent and office as shall from time
to time be established pursuant to the articles of incorporation, as amended
from time to time, of the Corporation (the "Charter") or by resolution of the
Board of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Pennsylvania as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

     2.01. Meetings of Shareholders of the Corporation (the "Shareholders") for
any purpose may be held at such place, within or without the State of
Pennsylvania, as shall be fixed from time to time by the Board, or, if the Board
has not so specified, then at such place as may be fixed by the person or
persons calling the meeting.

     2.02. An annual meeting of the Shareholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Shareholders, a complete
list of the Shareholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Shareholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Shareholder who may be present.

     2.04. Special meetings of the Shareholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a



majority of the Board, or the holders of not less than ten percent of all the
shares entitled to vote at the meetings. Business transacted at all special
meetings shall be confined to the objects stated in the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall Bylaws be delivered not less than ten nor more than
sixty days before the date of the meeting, either personally or by mail, by or
at the direction of the President, the Secretary, or the officer or person
calling the meeting, to each Shareholder of record entitled to vote at the
meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
Shareholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Shareholders, the Shareholders
entitled to vote thereat, present in person or represented by proxy, shall
nevertheless have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At an adjourned session at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Shareholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Shareholders, unless otherwise provided by statute or the Charter. At any
meeting of the Shareholders, every Shareholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Shareholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Shareholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Shareholders entitled to notice of or to vote at a meeting of
Shareholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.


                                        2



     2.10. Any action required by statute to be taken at a meeting of the
Shareholders, or any action which may be taken at a meeting of the Shareholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Shareholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Shareholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Shareholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Shareholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Shareholders at the
annual meeting or a special meeting called for that purpose, but no decrease
shall have the effect of shortening the term of an incumbent director. Directors
need not be Shareholders or residents of the State of Pennsylvania. The
directors shall be elected at the annual meeting of the Shareholders, except as
hereinafter provided, and each director elected shall hold office until his or
her successor shall be elected and shall qualify.

     3.03. At any meeting of Shareholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Shareholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Shareholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Shareholders.


                                        3



     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Shareholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Shareholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         Executive and Other Committees

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              Meetings of Directors

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Pennsylvania.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Shareholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.


                                        4



     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically provided by statute or by the Charter or by these
bylaws. If a quorum shall not be present at any meeting of directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            Compensation of Directors

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Shareholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Shareholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Shareholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.


                                        5



                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Shareholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.

     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              Chairman of the Board

     5.06. The Chairman of the Board shall preside at all meetings of the
shareholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             Chief Executive Officer

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           Vice-Chairman of the Board


                                        6



     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Shareholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  The President

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     The Secretary and Assistant Secretaries

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Shareholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Shareholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  The Treasurer

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.

     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.


                                        7



                                  Other Offices

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Shareholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of Pennsylvania. Each certificate shall be signed by either the
President or any Vice President then in office and by either the Secretary, an
Assistant Secretary, or any Treasurer then in office, and may be sealed with the
seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, other than the Corporation or an employee of the Corporation,
the signature of any such officer of the Corporation may be a facsimile.
Whenever the Corporation shall be authorized to issue more than one class of
stock, there shall be (1) set forth conspicuously upon the face or back of each
certificate a full statement of (a) all of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and (b) if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences
of the shares of each series so far as the same have been fixed and determined
and the authority of the Board to fix and determine the relative rights and
preferences of subsequent series; or (2) stated conspicuously on the face or
back of the certificate that (a) such a statement is set forth in the Charter on
file in the office of the Secretary of State of Pennsylvania and (b) the
Corporation will furnish a copy of such statement to the record holder of the
certificate without charge upon request to the Corporation at its principal
place of business or registered office. Whenever the Corporation by the Charter
has limited or denied the preemptive rights of Shareholders to acquire unissued
or treasury shares of the Corporation, each certificate (1) shall conspicuously
set forth upon the face or back of such certificate a full statement of the
limitation or denial of preemptive rights contained in the Charter, or (2) shall
conspicuously state on the face or back of the certificate that (a) such
statement is set forth in the Charter on file in the office of the Secretary of
State of Pennsylvania and (b) the Corporation will furnish a copy of such
statement to the record holder of the certificate without charge upon request to
the Corporation at its principal place of business or registered office. If any
restriction on the transfer or the registration of the transfer of shares shall
be imposed or agreed to by the Corporation, as permitted by law, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that


                                        8



such a restriction exists pursuant to a specified document and (a) that the
Corporation will furnish to the record holder of the certificate without charge
upon written request to the corporation at its principal place of business or
registered office a copy of the specified document, or (b) if such document is
one required or permitted to be and has been filed under the Pennsylvania
Corporation Act, that such document is on file in the office of the Secretary of
State of Pennsylvania and contains a full statement of such restriction.

                                Lost Certificates

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

                               Transfer of Shares

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by Pennsylvania law, it shall be the duty of the Corporation
or the transfer agent of the Corporation to register the transfer as requested.

                             Registered Shareholders

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    Dividends

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Shareholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In


                                        9



the absence of any action by the Board, the date upon which the Board adopts the
resolution declaring such dividend shall be the record date.

                                    Reserves

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     Checks

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       Execution of Contracts, Deeds, Etc.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   Fiscal Year

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              Voting of Securities

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 Indemnification

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed


                                       10



action, suit, or proceeding, whether civil, criminal, arbitral, administrative,
or investigative, any appeal in such action, suit, or proceeding, and any
inquiry or investigation that could lead to such an action, suit, or proceeding,
because such person is or was a director or officer of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, partner,
venturer, proprietor, trustee, employee, agent, or similar functionary of
another corporation, partnership, joint venture, sole proprietorship, trust,
employee benefit plan, or other enterprise, against judgments, penalties
(including excise and similar taxes), fines, settlements, and reasonable
expenses (including attorneys' fees) actually incurred by such person in
connection with such action, suit, or proceeding. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a presumption
that an individual did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof; if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief that he has met
the standard of conduct necessary for indemnification and (ii) a written
undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the shareholders with or before the notice or waiver of notice of the
next Shareholder's meeting or with or before the next submission to Shareholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who, is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Shareholders or
directors of the Corporation, an agreement or otherwise,


                                       11



and shall continue as to a person who has ceased to be a director, officer,
employee, or agent and shall inure to the benefit of the heirs, executors, and
administrators of such a person. The rights provided in this Section 7.07 shall
be deemed to be provided by a contract between the Corporation and the
individuals who serve in the capacities described in subsection (a) hereof at
any time while these bylaws are in effect, and no repeal or modification of this
Section 7.07 by the Shareholders shall adversely affect any right of any person
otherwise entitled to indemnification by virtue of this Section 7.07 at the time
of such repeal or modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1) the Charter or statute reserves the power exclusively to the
     Shareholders in whole or part; or

          (2) the Shareholders in amending, repealing or adopting a particular
     bylaw expressly provide that the Board may not amend or repeal such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Shareholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Shareholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                       12



                    PROFESSIONAL REIMBURSEMENT SERVICES, INC.

                                     BY-LAWS

                               ARTICLE I. Offices.

     1.1 Principal Office. The Corporation may have offices at such places as
the Board of Directors may, from time to time, appoint or as the business of the
Corporation may require. The principal office of the Corporation may be changed
and need not be the registered office of the Corporation.

     1.2 Registered Office. The Corporation shall have and continuously maintain
within the Commonwealth a registered office which may, but need not, be the same
as its principal office.

                            ARTICLE II. Shareholders.

     2.1 Annual Meeting. The annual meeting of the shareholders shall be held on
the first Tuesday of November, in each year commencing in 1992, at 10 o'clock
A.M. local time or on such other date and at such other time within any
particular calendar year as the Board of Directors may adopt. The adoption of
such other date or time shall be promptly recorded with the Secretary of the
Corporation. If the day fixed for the annual meeting shall be a legal holiday in
the Commonwealth of Pennsylvania, such meeting shall be held on the next
succeeding business day. If the annual meeting has not been held within six (6)
months of such designated date, any shareholder may call such meeting at any
time thereafter.

     At the annual meeting, the shareholders shall elect Directors for the
ensuing year and may transact such other business as may properly come before
the meeting.

     2.2 Special Meetings. Special meetings of the shareholders may be called at
any time by the Board of Directors, by the shareholders entitled to cast at
least one-fifth (1/5) of the votes which all shareholders are entitled to cast
at the particular meeting or by the Chairman of the Board, if any, or the
President of the Company. Upon written request of any person or persons who have
duly called a special meeting, the Secretary shall fix the date of the meeting
to be held not more than sixty (60) days after receipt of the request and give
due notice thereof to the shareholders entitled to vote thereat. If the
Secretary shall neglect or refuse to fix such date or give such notice, the
person or persons calling the meeting may do so.

     2.3 Place of Meeting. The Board of Directors may designate any place,
either within, or without the Commonwealth of Pennsylvania, as the place of
meeting for shareholders. If no designation is made by the Board of Directors,
the place of meeting shall be at the principal office of the Corporation in the
Commonwealth of Pennsylvania.


                                       13



     2.4 Notice of Meeting. Written notice shall, unless otherwise provided by
statute, be given by, or at the direction of, the Secretary or, in the event the
Secretary neglects or refuses to call such meeting, by any person designated by
the Board of Directors or by any person authorized to call the meeting, to each
shareholder entitled to vote at the meeting who is a shareholder as of the
record date as provided in Section 2.6 hereof, not less than ten (10) days prior
to the day named for a meeting called to consider a fundamental change under
Chapter 19 of the Business Corporation Law of 1988 or not less than five (5)
days prior to the day named for a meeting in any other case, either personally
or by sending a copy thereof by first class or express mail, postage prepaid, or
by telegram (with messenger service specified), telex or TWX (with answerback
received) or courier service, charges prepaid, or by telecopier to the address
(or to the telex, TWX, telecopier or telephone number) of the shareholder
appearing on the books of the Corporation, or supplied by the shareholder to the
Corporation for the purpose of notice. Such notice shall state the place, date
and hour of the meeting, and shall contain such other information as required by
statute. No notice shall be required to be given (i) to any shareholder with
whom the Corporation has been unable to communicate for more than 24 consecutive
months because communications to the shareholder are returned unclaimed or the
shareholder has otherwise failed to provide the Corporation with a current
address or (ii) when notice is otherwise not required by statute.

     2.5 Time of Notice. Any notice to a shareholder required hereunder shall be
deemed to have been given to such shareholder entitled thereto (a) if sent by
mail, telegraph or courier service, when deposited in the United States mail or
with a telegraph office or courier service for delivery, (b) sent by telex, TWX
or telecopier, when dispatched, or (c) when delivered personally.

     2.6 Waiver of Notice. Whenever notice is required to be given, a waiver
thereof in writing signed by the person or persons entitled to such notice,
whether signed before or after the time stated, shall be deemed equivalent to
the giving of such notice. Except for a special meeting for which a waiver shall
state the general nature of the business to be transacted, the waiver need not
set forth the business or purpose of the meeting. Attendance of a person at any
meeting, either in person or by proxy, shall constitute a waiver of notice of
such meeting, except where a person attends a meeting for the express and stated
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting was not lawfully called or convened.

     2.7 Record Date. The Board of Directors may fix in advance a date as the
record date for the determination of shareholders entitled to notice of, or to
vote at, any meeting of shareholders, or shareholders entitled to receive
payment of any dividend or distribution, or in order to make a determination of
shareholders for any other proper purpose, such date in each such case (except
in the case of any adjourned meeting) to be not more than ninety (90) days prior
to the date for which such determination of shareholders is necessary or proper.
When a determination of shareholders of record has been made as provided herein
for purposes of a meeting, the determination shall apply to any adjournment
thereof unless the board fixes a new record date for the adjourned meeting, in
which case such record date shall not be more than ninety (90) days prior to the
date for such adjourned meeting. If no record date is fixed for the
determination of shareholders entitled to receive notice of, or to vote at, a
meeting of


                                       14



shareholders, the record date shall be the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day immediately preceding the day on which the meeting
is held. The record date for determining shareholders entitled to express
consent or dissent to corporate action in writing without a meeting, when prior
action by the Board of Directors is not necessary, shall be the close of
business on the day on which the first written consent or dissent is filed with
the secretary of the Corporation. The record date for determining shareholders
for any other purpose shall be the close of business on the day on which the
Board of Directors adopts the resolution relating thereto. The Board of
Directors may, from time to time, adopt a procedure whereby a shareholder may
certify in writing to the Corporation that all or a portion of the shares
registered in the name of such shareholder are held for the account of a
specified person or persons.

     2.8 Voting List. The officer or agent having charge of the transfer books
for shares of the Corporation shall make a complete list of the shareholders
entitled to vote at the meeting, arranged in alphabetical order, with the
address and the number of shares held by each. The list shall be produced and
kept open at the time and place of the meeting, and shall be subject to the
inspection of any shareholder during the whole time of the meeting.

     2.9. Quorum. A meeting of the shareholders duly called shall not be
organized for the transaction of business unless a quorum is present. The
presence of shareholders entitled to cast at least a majority of the votes that
all shareholders are entitled to cast on a particular matter to be acted upon at
the meeting shall constitute a quorum for the purposes of consideration and
action on the matter. The shareholders present at a duly organized meeting can
continue to do business until adjournment notwithstanding the withdrawal of
enough shareholders to leave less than a quorum. If a meeting cannot be
organized because a quorum is not present, those present may, except as
otherwise provided by law or these Bylaws, adjourn the meeting to such time and
place as they may determine.

     Those shareholders entitled to vote who attend a meeting called for the
election of directors that has been previously adjourned for lack of a quorum,
although less than a quorum as herein required, shall nevertheless constitute a
quorum for the purpose of electing directors. Those shareholders entitled to
vote who attend a meeting of shareholders that has been previously adjourned for
one or more periods aggregating at least 15 days because of the absence of a
quorum, although less than a quorum as herein required, shall nevertheless
constitute a quorum for the purpose of acting upon any matter set forth in the
notice of the meeting if the notice states that those shareholders who attend
the adjourned meeting shall nevertheless constitute a quorum for the purpose of
acting upon the matter.

     Shareholders shall be deemed present at a meeting of shareholders if by
means of conference telephone or similar communications equipment all persons
participating in the meeting can hear each other.

     2.10 Acts of Shareholders. Unless a greater or different vote shall be
required as to a particular matter by the Articles of Incorporation or by these
ByLaws or by applicable statute, an action shall be authorized by a majority of
the votes cast at a duly organized meeting of shareholders by the holders of
shares entitled to vote thereon.


                                       15



     2.11 Adjournment. Adjournments of any regular or special meeting may be
taken but any meeting at which directors are to be elected shall be adjourned
only from day to day, or for such longer periods, not to exceed fifteen (15)
days each, as directed by the shareholders present in person or by proxy until
the directors have been elected.

     2.12 Proxies. Every shareholder entitled to vote on a particular matter at
a meeting of shareholders or to express consent or dissent to corporate action
in writing without a meeting may authorize another person or persons to act for
him by proxy. For purposes of these Bylaws, the presence of, or vote or other
action at a meeting of shareholders, or the expression of consent or dissent to
corporate action by a proxy of a shareholder shall constitute the presence of,
or vote or action, or written consent or dissent of such shareholder. Every
proxy shall be executed in writing by the shareholder, or by his duly authorized
attorney in fact. Such proxies shall be filed with the Secretary of the
Corporation before or at the time of the meeting. A proxy, unless coupled with
an interest, shall be revocable at will, notwithstanding any other agreement or
any provision in the proxy to the contrary, but the revocation of the proxy
shall not be effective until notice thereof has been given to the Secretary of
the Corporation. An unrevoked proxy shall not be valid after three (3) years
from the date of its execution unless a longer time is expressed therein.

     2.13 Voting Rights. Unless otherwise provided in the Articles of
Incorporation, every shareholder of the Corporation shall be entitled to vote at
a meeting of the shareholders.

     2.14 Nomination of Directors. Nominations for election as a Director at an
annual or special meeting of shareholders shall be made by the Board of
Directors, or by the Executive Committee, or by petition in writing delivered to
the Secretary of the Corporation on or before (i) the thirty-fifth (35th) day
prior to such shareholders' meeting or (ii) the tenth (10th) day after the
record date for such shareholders' meeting, whichever is later, signed by the
record holders of shares representing at least one percent (1%) of the votes
entitled to be cast in the election of Directors at such shareholders' meeting.
Unless nominations shall have been made as aforesaid, they shall not be
considered at such shareholders' meeting unless the number of persons nominated
as aforesaid shall be fewer than the number of persons to be elected to the
office of Director at such meeting, in which event nominations may be made at
the shareholders' meeting by any person entitled to vote in the election of
Directors.

     2.15 Election by Ballot. The election of Directors need not be by ballot
except upon demand in writing before the voting begins by a shareholder entitled
to vote at such election.

     2.16 Judges of Election. In advance of any meeting of shareholders, the
Board of Directors may appoint Judges of Election, who need not be shareholders,
to act at such meeting or any adjournment thereof. If Judges of Election are not
so appointed, the presiding officer of the meeting may, and on the request of
any Shareholder shall, appoint Judges of Election at the meeting. The number of
Judges shall be one or three. A person who is a candidate for office to be
filled at the meeting shall not act as a judge. The Judges of Election shall
determine the number of shares outstanding and the voting power of each; the
shares represented at the meeting; the existence of a quorum, the authenticity,
validity and effect of proxies; receive votes


                                       16



or ballots; hear and determine all challenges and questions arising in
connection with the right to vote; count and tabulate all votes, and determine
the result; and do such other acts as may be proper to conduct the election or
vote with fairness to all shareholders. On request of the presiding officer of
the meeting, or of any shareholder or his proxy, the Judges shall make a report
in writing of any challenge of question or matter determined by them, and
execute a certificate of any fact found by them. If there be three Judges of
Election, the decision, act or certificate of a majority shall be effective in
all respects as the decision, act or certificate of all. Any report or
certificate made by the Judges of Election shall be prima facie evidence of the
facts stated therein.

     2.17 Consent of All Shareholders in Lieu of Meeting. Any action required or
permitted to be taken at any meeting of the shareholders or of a class of
shareholders may be taken without a meeting, if, prior or subsequent to the
action, a consent or consents in writing, setting forth the action so taken,
shall be signed by all of the shareholders who would be entitled to vote at a
meeting for such purpose and shall be filed with the Secretary of the
Corporation.

     2.18 Consent of Less than All Shareholders In Lieu of Meeting. Any action
required or permitted to be taken as a meeting of the shareholders or of a class
of shareholders may be taken without a meeting upon the written consent of
shareholders who would have been entitled to cast the minimum number of votes
that would be necessary to authorize the action at a meeting at which all
shareholders entitled to vote thereon were present and voting. The consents
shall be filed with the secretary of the Corporation. The action shall not
become effective until after at least 10 days' written notice of the action has
been given to each shareholder entitled to vote thereon who has not consented
thereto.

                        ARTICLE III. Board of Directors.

      3.1 Powers and Authority. The business and affairs of the Corporation
shall be managed under the direction of its Board of Directors. The Board of
Directors shall exercise or authorize the exercise of all the powers of the
Corporation granted to the Corporation by statute, the Articles of Incorporation
and these Bylaws.

       3.2 Number, Tenure and Qualifications. The Board of Directors shall
consist of one or more members as established from time to time by resolution of
the Board of Directors. The initial Board shall consist of one member. Directors
shall be natural persons of full age and need not be shareholders in the
Corporation or residents within the Commonwealth of Pennsylvania. Each director
elected in accordance with the terms hereof shall serve for a term of one year
and until his successor has been selected and qualified or until his earlier
death, resignation or removal. A decrease in the number of directors shall not
have the effect of shortening the term of any incumbent director.

     3.3 Meetings. Meetings of the Board of Directors shall be held at such
times and places, either within or without the Commonwealth of Pennsylvania, as
may be fixed by the Board of Directors or as may be designated in the notice of
meeting.


                                       17



     3.4 Notice. Notice of a meeting of Directors or of any Committee of the
Board of Directors shall be given at least one day prior to such meeting. Notice
to a director may be given orally or in writing. If in writing, notice to a
director may be given either personally or by sending a copy thereof by first
class or express mail, postage prepaid, or by telegram (with messenger service
specified), telex or TWX (with answerback received) or courier service, charges
prepaid, or by telecopier, to his address (or to his telex, TWX, telecopier or
telephone number) appearing on the books of the corporation or supplied by him
to the corporation for the purpose of notice. If notice to a Director is sent by
mail, telegraph or courier service, it shall be deemed to have been given to
such Director on the second day after the date when deposited in the United
States mail or with a telegraph office or courier service for delivery to such
Director or, in the case of telex, TWX or telecopier, when dispatched. Notice of
a meeting need only state the place, day and hour of the said meeting.

      A Director may waive notice of any meeting in a writing signed either
before or after the time stated. The attendance of a Director at a meeting shall
constitute a waiver of notice of such meeting, except where a Director attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting was not lawfully called or convened.

     The Board may adopt a schedule of meetings and thereafter no notice of
specific meetings in accordance with such schedule shall be required.

     3.5 Quorum. A majority of the Directors then in office shall constitute a
quorum for the transaction of business at any meeting of the Board of Directors,
but if less than such quorum is present at a meeting, a majority of the
Directors present may adjourn the meeting from time to time without further
notice.

     Directors shall be deemed present at a meeting of the Board of Directors if
by means of conference telephone or similar communications equipment all persons
participating in the meeting can hear each other.

     The act of the majority of the Directors present and voting at a meeting at
which a quorum is present shall be the act of the Board of Directors.

     3.6 Unanimous Consent. Any action which may be taken at the meeting of the
Directors, or by action of the members of any Committee appointed by the Board,
may be taken without a meeting, if, prior or subsequent to the action, a consent
or consents thereto in writing setting forth the action so taken shall be signed
by all of the Directors or the members of the Committee, as the case may be, and
filed with the Secretary of the Corporation.

     3.7 Compensation. The Board of Directors of the Corporation shall have the
authority to fix the compensation of directors for their services as directors.
A director may be a salaried officer of the Corporation.

     3.8 Committees of the Board. The Board of Directors of the Corporation may,
by resolution adopted by a majority of the directors in office, establish one or
more committees to consist of one or more directors of the Corporation. Any
committee, to the extent provided in


                                       18



resolutions of the Board of Directors, shall have and may exercise all powers
and authority of the Board of Directors except the committee shall not have any
power or authority as to any of the following:

          a. the submission to shareholders of any action requiring approval of
     shareholders under law;

          b. the creation or filling of vacancies in the Board of Directors;

          c. the adoption, amendment or repeal of these Bylaws

          d. the amendment or repeal of any resolution of the Board which, by
     its terms, is amendable or repealable only by the entire Board;

          e. actions on matters committed by these Bylaws or resolutions of the
     Board to another committee of the Board.

     Each committee of the Board shall serve at the pleasure of the Board.

     Except as specifically provided herein, any action to be taken by the Board
may be taken by an action by the committee of the Board to the extent authority
to take such action has been delegated to the committee pursuant to the
resolutions of the Board.

     3.9 Removal of Directors. The entire Board of Directors may be removed from
office without assigning any cause by the vote of shareholders entitled to cast
at least a majority of the votes shareholders would be entitled to cast at any
annual election of Directors.

     Any individual Director may be removed from office without assigning any
cause by the vote of shareholders entitled to cast at least a majority of the
votes which all shareholders would be entitled to cast at any annual election of
Directors, but, if shareholders are entitled to vote cumulatively for the
election of directors, such removal shall not occur if the votes of a sufficient
number of shares are cast against the resolution for his removal which, if
cumulatively voted at an annual meeting of shareholders, would be sufficient to
elect one or more Directors.

     The Board of Directors may declare vacant the office of a Director if he
has been judicially declared of unsound mind or if he has been convicted of a
felony or other crime, or if, within sixty (60) days after notice of his
selection as a director, he does not accept the office of director either in
writing or by attending a meeting of the Board of Directors.

     3.10 Vacancies. Vacancies in the Board of Directors, including vacancies
resulting from an increase in the number of Directors, shall be filled by a
majority vote of the remaining members of the Board though less than a quorum. A
Director elected to fill a vacancy shall be a Director for the balance of the
unexpired term or, if earlier, until a successor is elected by the shareholders,
who may make such election at the next annual meeting of the shareholders or any
special meeting duly called for that purpose and held prior thereto.

                              ARTICLE IV. Officers.

     4.1 Executive Officers. The officers of the Corporation shall be elected by
a vote of the Board of Directors and shall consist of at least a President,
Secretary, and Treasurer. The


                                       19



Board of Directors may also elect one or more Vice Presidents and such other
officers and agents as it shall deem necessary, who shall hold their offices for
such terms and shall have such authority and shall perform such duties as from
time to time shall be prescribed by the Board.

     4.2 Qualifications. Any number of offices may be held by the same person.
The President and Secretary shall be natural persons of full age. The Treasurer,
may be a corporation, but if a natural person, shall be of full age. It shall
not be necessary for the officers to be Directors.

     4.3 Salaries. The salaries of the officers of the Corporation shall either
be fixed by the Board of Directors or shall be fixed by such officer or officers
as the Board of Directors may determine.

     4.4 Term of Office; Removal; Resignation. An officer of the Corporation
shall hold office for one year and until his successor is selected and qualified
or until his earlier death, resignation or removal. Notwithstanding the
foregoing, any officer or agent may be removed at any time by the Board of
Directors, without assigning any cause therefor.

     Any officer may resign at any time upon written notice to the Corporation.
The resignation shall be effective upon receipt thereof by the Corporation or at
such subsequent time as may be specified in the notice of resignation.

     4.5 Duties of the President. The President shall be the Chief Executive
Officer of the Corporation; he shall preside at all meetings of the
shareholders; if there is no Chairman of the Board, or in his absence, the
President shall preside at all meetings of the Board of Directors; he shall have
responsibility for the general and active management of the business of the
Corporation, subject to the authority of, and direction from, the Board of
Directors, and shall see that all orders and resolutions of the Board are
carried into effect, subject, however, to the right of the Directors to delegate
any specific powers (except such powers, if any, which by statute are
exclusively conferred on the President), to any other officer or officers of the
Corporation. He shall execute bonds, mortgages and other contracts requiring a
seal, if any, under the seal of the Corporation. He shall be ex-officio a member
of all Committees, and shall have the general powers and duties of supervision
and management usually vested in the office of President of a corporation. He
shall have the power to appoint and discharge, subject to the approval of the
Directors, employees and agents of the Corporation and fix their compensation,
make and sign contracts and agreements in the name and behalf of the Corporation
and while the Board of Directors or any Executive Committee are not in session,
he shall have general management and control, of the business and affairs of the
Corporation. The President shall do and perform all acts incident to the office
of President of a corporation which are authorized or required by law.

     4.6 Duties of Secretary. The Secretary shall attend all meetings of the
Board of Directors and shareholders and act as clerk thereof, and keep minutes
of all actions and votes taken at such meetings in a book to be kept for that
purpose; and shall perform like duties for all Committees of the Board of
Directors when required. He shall perform such other duties as may be prescribed
by these Bylaws or by the Board of Directors or President, under whose


                                       20



supervision he shall be. He shall keep in safe custody the corporate seal of the
Corporation, and when authorized by the Board or President affix the same to any
instrument requiring it.

     4.7 Duties of the Treasurer. The Treasurer shall have direction over the
custody, receipt and disbursement of all funds, securities, evidences of
indebtedness and other valuable documents of the Corporation. He shall have
direction over the financial books and records of the Corporation and, whenever
required by the President or the Directors, he shall render or cause to be
rendered to the President and Board of Directors, at meetings of the Board, or
whenever they may require it, such financial statements as may be requested.
Furthermore, he shall perform all the other duties incident to the office of
Treasurer of a corporation. He shall give the Corporation a bond for the
faithful discharge of his duties in such amount and with such surety as the
Board shall prescribe.

     4.8 Vacancies. If the office of any officer or agent, one or more, becomes
vacant for any reason, the Board of Directors may choose a successor or
successors.

              ARTICLE V. Indemnifications of Directors and Officers

     5.1 Directors, Officers and Agents -- Official Capacity. The Corporation
shall indemnify and hold harmless to the fullest extent permitted under the
Pennsylvania Business Corporation Law of 1988, the Directors' Liability Act (the
"DLA") and other applicable law, as such laws existed on the date this Article V
was adopted by the Shareholders or, except as provided in paragraph 5.6 hereof,
as such laws may thereafter be amended (collectively, the "Pennsylvania Law"),
any person who was or is a party or was or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, including, without limitation, an
action by or in the right of the Corporation (collectively, for purposes of this
Article V, "Proceeding"), by reason of the fact that he is or was or has agreed
to become a director or officer of the Corporation, or is or was serving or has
agreed to serve at the request of the Corporation as a director or officer of
another corporation, or if a director or officer of the Corporation, is or was
serving or has agreed to serve at the request of the Corporation as an employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, or by reason of any action alleged to have been taken or omitted in
any such capacity, and may indemnify and hold harmless to the fullest extent
permitted under Pennsylvania Law any person who was or is a party or was or is
threatened to be made a party to such a Proceeding by reason of the fact that he
is or was or has agreed to become an employee or agent of the Corporation, or,
if an employee or agent of the Corporation, is or was serving or has agreed to
serve at the request of the Corporation as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses, liability and loss (including, without limitation, attorneys' fees and
disbursements, punitive and other damages, judgments, fines, penalties, excise
taxes assessed with respect to an employee benefit plan, amounts paid or to be
paid in settlement and costs and expenses of any nature) incurred by him in
connection with such Proceeding and any appeal therefrom; provided, that such
indemnification shall not be made in any case where the act or failure to act
giving rise to the claim for indemnification is determined by a court in a
final, binding adjudication to have constituted willful misconduct or
recklessness.


                                       21



     5.2 Directors, Officers and Agents -- Nonofficial Capacity. The Corporation
may indemnify and hold harmless to the fullest extent permitted under
Pennsylvania Law any person who was or is a party or was or is threatened to be
made a party to any Proceeding, by reason of any of his actions in a nonofficial
capacity while serving as a director, officer, employee or agent of the
Corporation, against expenses, liability and loss (including, without
limitation, attorneys' fees and disbursements, punitive and other damages,
judgments, fines, penalties, excise taxes assessed with respect to an employee
benefit plan, amounts paid or to be paid in settlement and costs and expenses of
any nature) incurred by him in connection with such Proceeding and any appeal
therefrom; provided, that such indemnification shall not be made in any case
where the act or failure to act giving rise to the claim for indemnification is
determined by a court in a final, binding adjudication to have constituted
willful misconduct or recklessness.

     5.3 Termination of Proceeding. The termination of any Proceeding by
judgment, order, settlement, conviction, or upon a plea of guilty or nolo
contendere, or its equivalent, shall not, of itself, create a presumption that
the person's acts or failure to act constituted willful misconduct or
recklessness.

     5.4 Expenses. Expenses incurred by a director or officer in defending a
Proceeding shall be paid by the Corporation in advance of the final disposition
of the Proceeding, provided that, if Pennsylvania Law requires, the payment of
such expenses shall be made only upon receipt of an undertaking by or on behalf
of the director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Corporation as
mandated in this Article V or otherwise. Expenses incurred by other employees
and agents may be so paid to the extent provided by the Board of Directors, upon
receipt of the foregoing undertaking by or on behalf of the employee or agent.

     5.5 Non-Exclusivity. The indemnification provided by this Article V shall
be in addition to and not exclusive of any other rights to which those seeking
indemnification may be entitled under Pennsylvania Law, or under any agreement
executed by the Corporation, insurance policy, fund of any nature established by
the Corporation, vote of shareholders or disinterested directors or otherwise.

     5.6 Contract. The indemnification provisions of this Article V shall
constitute a contract between the Corporation and each of its directors,
officers, employees and agents who is or may be entitled to indemnification
hereunder and who serves in any such capacity at any time while such provisions
are in effect. Any repeal or modification of the indemnification provisions of
this Article V shall not limit any such person's rights to indemnification
(including the advancement of expenses) then existing or arising out of events,
acts or omissions occurring prior to such repeal or modification, including,
without limitation, the right to indemnification with respect to Proceedings
commenced after such repeal or modification based in whole or in part upon any
such event, act or omission.

     5.7 Funding of Indemnification.

          (a) The Corporation may create a fund of any nature, which may, but
need not be, under the control of a trustee, or may otherwise secure or insure
in any manner its indemnification obligations, whether arising under or pursuant
to this Article V or otherwise.


                                       22



          (b) The Corporation may purchase and maintain insurance to insure its
indemnification obligations on behalf of any person who is or was or has agreed
to become a director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation, as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against any expense, liability or loss asserted against him and
incurred by him or on his behalf in any such capacity, or arising out of his
status. as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article V or
under any provision of Pennsylvania Law.

     5.8 Duration; Applicability to Successors of Corporation.

          (a) The indemnification provided by this Article V shall continue as
to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of such a
person.

          (b) The obligations of the Corporation set forth in this Article V
shall be binding upon all successors and assigns of the Corporation, to the
maximum extent permitted by Pennsylvania Law, including without limitation any
surviving or new corporation surviving or resulting from a consolidation, merger
or division involving the Corporation.

     5.9 Conditions. The Corporation may impose reasonable restrictions upon any
persons seeking indemnification (including advanced expenses) under this Article
including, but not limited to, a condition to the effect that, except to the
extent differing interests compel another result, persons to be indemnified
under this paragraph may be required to share the same counsel and other
services.

     5.10 Limitation on Director's Personal Liability.

          (a) To the fullest extent permitted under the DLA, as it existed on
the date this Article V was adopted, or, except as provided in subparagraph (e),
as such law may thereafter be amended, a director of this Corporation shall not
be personally liable for monetary damages as a result of any action or failure
to act unless both: (1) the director has breached or failed to perform the
duties of his office under Section 8363 (relating to standard of care and
justifiable reliance) of the DLA; and (2) the breach or failure to perform
constitutes self-dealing, willful misconduct or recklessness.

          (b) The provisions of this paragraph 5.10 shall not apply to: (1) the
responsibility or liability of a director pursuant to any criminal statute; or
(2) the liability of a director for the payment of taxes pursuant to local,
state or federal law.

          (c) The termination of any Proceeding by judgment, order, settlement,
conviction, or upon a plea of guilty or nolo contendere, or its equivalent,
shall not, of itself, create a presumption that the director breached or failed
to perform the duties of his office under Section 8363 of the DLA or that any
breach or failure to perform such duties constituted self-dealing, willful
misconduct or recklessness.


                                       23



          (d) Notwithstanding the date of adoption of this paragraph 5.10, the
provisions of the paragraph 5.10 shall apply to any actions filed or breaches of
performance of duty or any failure of performance of duty by any director on or
after the later of (i) January 27, 1987 and (ii) the date of the incorporation
of the Corporation.

          (e) No amendment to or repeal of this Article V or the relevant
provisions of the DLA shall reduce the limitation on directors' personal
liability for or with respect to any events, acts or omissions of such director
occurring prior to such amendment or repeal, including, without limitation, the
limitation on personal liability with respect to any Proceedings commenced after
such repeal or modification based in whole or in part upon any such event, act
or omission.

     5.11 Scope. If any provision of this Article V or any portion hereof shall
be invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each director or officer, and may
indemnify each employee or agent of the Corporation, as to expenses, liability
and loss (including, without limitation, attorneys' fees and disbursements,
punitive and other damages, judgments, fines, penalties, excise taxes assessed
with respect to an employee benefit plan, amounts paid or to be paid in
settlement and costs and expenses of any nature) incurred by him in connection
with any Proceeding, including an action by or in the right of the Corporation,
to the fullest extent permitted by any applicable portion of this Article V that
shall not have been invalidated and to the fullest extent permitted by
applicable law.

                  ARTICLE VI. Corporate Records and Statement.

     6.1 Records. There shall be maintained by the Corporation an original or
duplicate record of the proceedings of the incorporators, shareholders and of
the Directors. An original or duplicate share register shall also be kept at the
principal office or at the office of its transfer agent or registrar, giving the
names of the shareholders, their respective addresses, and the number and
classes of shares held by each. The Corporation shall also keep appropriate,
complete and accurate books or records of account.

     6.2 Annual Statement. Unless otherwise agreed between the Corporation and a
shareholder, the Corporation shall furnish to its shareholders annual financial
statements, including at least a balance sheet as of the end of each fiscal year
and a statement of income and expenses for such fiscal year. The financial
statements shall be prepared on the basis of generally accepted accounting
principles, if the Corporation prepares financial statements for the fiscal year
on that basis for any purpose, and may be consolidated statements of the
Corporation and one or more subsidiaries. Such financial statement shall be
mailed by the Corporation to each of its shareholders entitled thereto within
120 days after the close of each fiscal year and, after the mailing and upon
written request, shall be mailed by the Corporation to any shareholder or
beneficial owner entitled thereto to whom a copy of the most recent annual
financial statements has not been previously mailed. Such statements shall
comply with all requirements of the Business Corporation Law of 1988.

            ARTICLE VII. Share Certificates, Transfer of Stock, Etc.


                                       24



     7.1 Issuance. The Board of Directors shall have the power, by Resolution
duly adopted, to issue from time to time, in whole or in part, the kinds or
classes of shares authorized in the Articles of Incorporation, as amended from
time to time. The shares of the Corporation shall be represented by certificates
or shall be uncertificated shares, as determined by the Board of Directors from
time to time.

     For each class or series of shares which the Board of Directors has not
determined to be uncertificated shares, the share certificates shall state that
the Corporation is incorporated under the Commonwealth of Pennsylvania, set
forth the name of the person to whom issued and the number and class of shares
and designation of shares, if any, that the certificate represents. Every such
share certificate shall be executed, by facsimile or otherwise, by or on behalf
of the Corporation in such manner as the Board of Directors shall, from time to
time, determine.

     7.2 Transfers of Shares. Transfers of shares shall be made on the books of
the Corporation upon surrender of the certificates therefor, endorsed by the
person named in the certificate or by attorney, lawfully constituted in writing.
No transfer need be made inconsistent with the provisions of the Uniform
Commercial Code or other applicable Federal, State or local law. In the case of
a transfer of uncertificated shares, the Corporation shall, within a reasonable
time after such transfer, send to the new registered owner thereof a written
notice containing the information required to be set forth or stated on
certificates pursuant to Section 7.1 hereof.

     No transfer or assignment shall affect the right of the Corporation to pay
any dividend due upon the stock, or to treat the registered holder as the holder
in fact, until such transfer assignment is registered on the books of the
Corporation.

     7.3 Lost, Destroyed or Mutilated Certificates. In the event that a share
certificate shall be lost, destroyed or mutilated, a new certificate may be
issued therefor upon such terms and indemnity to the Corporation as the Board of
Directors may prescribe.

                           ARTICLE VIII. Fiscal Year.

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

                             ARTICLE IX. Amendments.

     These ByLaws may be altered, amended or repealed by a majority of the votes
cast at a duly organized meeting of shareholders, provided that written notice
of such amendment has been duly provided. Except as restricted by the Business
Corporation Law of 1988, these bylaws may also be altered, amended or repealed
by a majority vote of the members of the Board of Directors, subject always to
the power of the shareholders to change such action.



                   Manner in Which      Date of
Section Amended   Amendment Affected   Amendment
- ---------------   ------------------   ---------
                                 




                                       25

EX-3.82

                                                                    Exhibit 3.82

                          ARTICLES OF INCORPORATION
                                       OF
                            HANK'S ACQUISITION CORP.

     1. The name of the corporation is Hank's Acquisition Corp.

     2. The number of shares of capital stock the corporation is authorized to
issue is 3,000 shares of common stock, par value $0.01

     3. The street address of the corporation's initial registered office is
2000 Interstate Park Drive, Suite 204, Montgomery, Alabama 36109, and the name
of its initial registered agent at that office is The Corporation Company.

     4. The name and address of the incorporator of the corporation is Joshua T.
Gaines, 2821 South Parker Road, 10th Floor, Aurora, Colorado 80014.

     5. (a) The name and address of the individual who is to serve as the
initial director of the corporation is as follows:



Name               Address
- ----               -------
                
George B. DeHuff   2821 South Parker Road
                   10th Floor
                   Aurora, Colorado 80014


          (b) The number of directors shall be one or more, as specified in the
bylaws of the corporation. The bylaws may establish a variable range for the
size of the board of directors by fixing a minimum and a maximum number of
directors. The number of directors may be fixed or changed from time to time,
within the minimum and maximum, by the board of directors.

     6. The purpose or purposes for which the corporation is organized are, and
the corporation is hereby expressly authorized to engage in, the transaction of
any or all lawful business for which corporations may be incorporated under the
Alabama Business Corporation Act, including, but not limited to, emergency and
non-emergency medical transportation.

     7. A director of the corporation shall not be liable to the corporation or
its shareholders for money damages for any action taken, or failure to take
action, as a director, except for (i) the amount of a financial benefit received
by such director to which such director is not entitled; (ii) an intentional
infliction of harm by such director on the corporation or its shareholders;
(iii) a violation of Section 10-2B-8.33 of the Alabama Business Corporation Act
or any successor provision to such section; (iv) an intentional violation by
such director of criminal law; or (v) a breach of such director's duty of
loyalty to the corporation or its shareholders. If the Alabama Business
Corporation Act, or any successor statute thereto, is hereafter amended to
authorize the further elimination or limitation of the liability of a director
of a corporation, then the liability of a director of the corporation, in
addition to the limitations on liability provided herein, shall be limited to
the fullest extent permitted by the Alabama Business Corporation Act,



as amended, or any successor statute thereto. Any repeal or modification of this
provision by the shareholders of the corporation shall be prospective only and
shall not adversely affect any limitation on the liability of a director of the
corporation existing at the time of such repeal or modification.

     8. No shareholder shall have a preemptive right to purchase shares of any
class of capital stock of the corporation, including treasury shares.

     The undersigned, the incorporator of the corporation, executes these
Articles of Incorporation on the 27th day of August 1998, which Articles of
Incorporation shall be effective upon filing.


                                        /s/ Joshua T. Gaines
                                        ----------------------------------------
                                        Joshua T. Gaines

This instrument prepared by:

Tracy M. Thompson, Esq.
Bradley Arant Rose & White LLP
2001 Park Place, Suite 1400
Birmingham, Alabama 35203


                                       2



THE STATE OF ALABAMA   )
   Montgomery County   )   Probate Court

I, Reese McKinney, Jr., Judge of Probate in and for said County, in said State,
hereby certify that the within and foregoing pages are a full, true and complete
copy of Articles of Incorporation of Hank's Acquisition Corp. as fully and
completely as the same appears of record in this office in Book No. 0211 of CORP
at page 0591.

          Given under my hand and official seal this 17th day of September, A.D.
1998


                                 /s/ Reese McKinney, Jr.
                                 -----------------------------------------------
                                 Judge Probate Court, Montgomery County, Alabama



                               ARTICLES OF MERGER
                                       of
                            HANK'S ACQUISITION CORP.,
                             an Alabama Corporation
                                       and
                            HANK'S ACQUISITION CORP.,
                             a Delaware Corporation

          In accordance with the provisions of Sections 10-2B-11.05 and
10-2B-11.07 of the revised Alabama Business Corporation Act, Hank's Acquisition
Corp., an Alabama corporation, and Hank's Acquisition Corp., a Delaware
corporation, adopt the following Articles of Merger for the purpose of merging
Hank's Acquisition Corp., a Delaware corporation, into Hank's Acquisition Corp.,
an Alabama corporation;

          1. The law of the State of Delaware permits such merger.

          2. The name of the surviving corporation is Hank's Acquisition Corp.,
and it is to be governed by the laws of the State of Alabama.

          3. The plan of merger approved by the corporations is as set forth in
the Agreement and Plan of Merger which is attached hereto as Schedule I, and
made a part hereof.

          4. Hank's Acquisition Corp., an Alabama corporation, has issued and
outstanding 100 shares of its Common Stock, par value $0.01 per share, each of
which was entitled to one vote with respect to the plan of merger. Hank's
Acquisition Corp., a Delaware corporation, has issued and outstanding 3,000
shares of its common stock, par value $0.001 per share, each of which was
entitled to one vote with respect to the plan of merger.

          5. The sole shareholder of Hank's Acquisition Corp., an Alabama
corporation, holding 100 shares of the Common Stock, approved said plan of
merger by action by written consent in lieu of a meeting. The sole stockholder
of Hank's Acquisition Corp., a Delaware corporation, holding 3,000 shares of its
Common Stock, approved the said plan of merger by an action by written consent
in lieu of a meeting.

          6. In accordance with Section 10-2B-11.05 of the Alabama Business
Corporation Act, the Articles of Incorporation of Hank's Acquisition Corp., an
Alabama corporation, are filed with the Montgomery County Judge of Probate and
with the Secretary of State of Alabama.



          IN WITNESS WHEREOF, each of the corporations has duly caused these
Articles of Merger to be executed by its respective duly authorized officers as
of this 31st day of August, 1998.

                                        HANK'S ACQUISITION CORP.
                                           an Alabama Corporation


                                        By: /s/ Joshua T. Gaines.
                                            ------------------------------------
                                            Joshua T. Gaines
                                        Its Vice President


                                        HANK'S ACQUISITION CORP.
                                           a Delaware Corporation


                                        By: /s/ Joshua T. Gaines.
                                            ------------------------------------
                                            Joshua T. Gaines
                                        Its Vice President


                                       2



STATE OF COLORADO    )
                     )
COUNTY OF ARAPAHOE   )

          Before me, the undersigned authority in and for said County in said
State, personally appeared Joshua T. Gaines, who is known to me and who, being
first duly sworn, does depose and say that he is the Vice President of Hank's
Acquisition Corp., an Alabama corporation; that he signed the foregoing Articles
of Merger as Vice President of said corporation and with full authority; and
that the statements made in the foregoing Articles of Merger are true and
correct.


                                        /s/ J. T. Gaines
                                        ----------------------------------------
                                        Joshua T. Gaines

          Subscribed and sworn to before me on this 28th of August, 1998, in
witness whereof I hereunto subscribe my name and attach the seal of my office.


                                        /s/  Elaine Roberts
                                        ----------------------------------------
                                        Notary Public

[NOTARIAL SEAL]                          My commission expires: October 1, 2000

STATE OF COLORADO    )
                     )
COUNTY OF ARAPAHOE   )

          Before me, the undersigned authority in and for said County in said
State, personally appeared Joshua T. Gaines, who is known to me and who, being
first duly sworn, does depose and say that he is the Vice President of Hank's
Acquisition Corp., a Delaware corporation; that he signed the foregoing Articles
of Merger as Vice President of said corporation and with full authority; and
that the statements made in the foregoing Articles of Merger are true and
correct.


                                        /s/ J. T. Gaines
                                        ----------------------------------------
                                        Joshua T. Gaines

          Subscribed and sworn to before me on this 28th of August, 1998, in
witness whereof I hereunto subscribe my name and attach the seal of my office.


                                        /s/ Elaine Roberts
                                        ----------------------------------------
                                        Notary Public

[NOTARIAL SEAL]                         My commission expires: October 1, 2000



                                                                      SCHEDULE I

                                    AGREEMENT

                                       and

                                 PLAN OF MERGER

                                     Between

                            HANK'S ACQUISITION CORP.
                             an Alabama corporation

                                       and

                            HANK'S ACQUISITION CORP.
                             a Delaware corporation

                           Dated as of August 31, 1998



                                TABLE OF CONTENTS

                                                                            
                                    ARTICLE I

                                   DEFINITIONS

1.1.   "Agreement" or "this Agreement"......................................   2
1.2.   "Effective Time of the Merger".......................................   2
1.3.   "Merger".............................................................   2
1.4.   "Surviving Corporation"..............................................   2

                                   ARTICLE II.

             CONSTITUENT AND SURVIVING CORPORATIONS; CAPITALIZATION;
                             MERGER; EFFECTIVE TIME

2.1.   Constituent Corporations.............................................   2
2.2.   Surviving Corporation................................................   2
2.3.   Capitalization of Constituent Corporations...........................   3
2.4.   Merger...............................................................   3

                                  ARTICLE III.

              GOVERNING LAW; ARTICLES OF INCORPORATION; BYLAWS

3.1.   Governing Law........................................................   4
3.2.   Articles of Incorporation............................................   4
3.3.   Bylaws...............................................................   4

                                   ARTICLE IV.

                  BOARD OF DIRECTORS AND OFFICERS OF SURVIVING
                                   CORPORATION

4.1.   Board of Directors of Surviving Corporation..........................   4
4.2.   Officers of Surviving Corporation....................................   4

                                   ARTICLE V.

                   MANNER OF CONVERTING SHARES; CAPITALIZATION

5.1.   Stock of Hank's-AL...................................................   5
5.2.   Stock of Hank's-DE...................................................   5





                                                                            
                                 ARTICLE VI.

                            EFFECT OF THE MERGER

6.1.   Rights, Privileges, etc..............................................   5
6.2    Employee Benefit Plans...............................................   5
6.3.   Options, Warrants and Rights.........................................   6
6.4.   Survival of Hank's-DE................................................   6
6.5.   Further Action.......................................................   6

                                ARTICLE VII.

                                 TERMINATION

                                ARTICLE VIII.

                 AGREEMENT TO SERVICE OF PROCESS IN DELAWARE

                                 ARTICLE IX.

                          MISCELLANEOUS PROVISIONS

9.1.   Amendment and Modification; Waiver; Etc..............................   7
9.2.   Governing Law........................................................   7
9.3.   Successors and Assigns...............................................   7
9.4.   Counterparts.........................................................   7
9.5.   Headings.............................................................   7
9.6.   Entire Agreement.....................................................   7




                                       ii



                          AGREEMENT AND PLAN OF MERGER

          This AGREEMENT AND PLAN OF MERGER, dated as of August 31, 1998,
between HANK'S ACQUISITION CORP., an Alabama corporation (herein called
"Hank's-AL"), and HANK'S ACQUISITION CORP., a Delaware corporation (herein
called "Hank's-DE" and Hank's-AL and Hank's-DE being sometimes herein together
referred to as the "Constituent Corporations"),

                                   WITNESSETH:

          WHEREAS, all of the issued and outstanding capital stock of Hank's-AL
is owned by Careline, Inc., a Delaware corporation ("Careline"), and all of the
issued and outstanding capital stock of Hank's-DE is owned by Careline; and

          WHEREAS, the sole directors of Hank's-AL and Hank's-DE, respectively,
deem it advisable for the general welfare and advantage of their respective
corporations and their respective sole shareholder and sole stockholder that
Hank's-DE merge with and into Hank's-AL pursuant to this Agreement and Plan of
Merger and pursuant to applicable law (such transaction being herein called the
"Merger"); and

          WHEREAS, the respective sole directors of the Constituent Corporations
have approved this Agreement and Plan of Merger and have directed that this
Agreement and Plan of Merger be submitted to the sole stockholder or sole
shareholder, as the case may be, of each of the Constituent Corporations for
their approval;

          NOW, THEREFORE, in consideration of the premises and the agreements
herein contained, and intending to be legally bound hereby, the parties hereto
hereby agree with each other that Hank's-DE shall be merged with and into
Hank's-AL as the surviving corporation in accordance with the applicable laws of
the States of Alabama and Delaware and that the terms and conditions of the
Merger and the mode of carrying it into effect are and shall be as follows:

                                   ARTICLE I.

                                  DEFINITIONS

          In addition to the words and terms defined elsewhere herein, the words
and terms defined in this Article I shall, for all purposes of this Agreement
and Plan of Merger, have the meanings herein specified, unless the context
expressly or by necessary implication otherwise requires:



          I.1. "Agreement" or "this Agreement" shall mean this Agreement and
Plan of Merger as the same may be supplemented or amended from time to time;

          I.2. "Effective Time of the Merger" shall have the meaning specified
in Section 2.4 of this Agreement;

          1.3. "Merger" shall mean the merger of Hank's-DE with and into
Hank's-AL in accordance with this Agreement and applicable law; and

          I.4. "Surviving Corporation" shall mean Hank's-AL and its successors
and assigns, as provided in Section 2.2 of this Agreement.

                                   ARTICLE II.

                     CONSTITUENT AND SURVIVING CORPORATIONS;
                     CAPITALIZATION; MERGER; EFFECTIVE TIME

          II.1. Constituent Corporations. The names of the corporations which
are the constituent corporations to the Merger are Hank's Acquisition Corp., an
Alabama corporation, and Hank's Acquisition Corp., a Delaware corporation.

          II.2. Surviving Corporation. The surviving corporation is and will be
Hank's Acquisition Corp., an Alabama corporation.

          III.3. Capitalization of Constituent Corporations.

          (a) Hank's-AL. Immediately prior to the Effective Time of the Merger,
Hank's-AL shall have authorized 3,000 shares of Common Stock, par value $0.01
per share (herein called "Hank's-AL Common Stock"), of which 100 shares shall be
issued and outstanding and zero shares shall be owned by Hank's-AL and held as
treasury stock. The holder of the shares of Hank's-AL Common Stock is entitled
to vote with respect to the Merger.

          (b) Hank's-DE. Immediately prior to the Effective Time of the Merger,
Hank's-DE shall have authorized 3,000 shares of Common Stock, par value $0.001
per share (herein called "Hank's-DE Common Stock"), of which 3,000 shares shall
be issued and outstanding and zero shares shall be owned by Hank's-DE and held
as treasury stock. The holder of the shares of Hank's-DE Common Stock is
entitled to vote with respect to the Merger.

          II.4. Merger. Subject to the terms and conditions of this Agreement,
in accordance with the provisions of the Alabama Business - Corporation Act and
the General Corporation Law of the State of Delaware, Hank's-DE shall be merged
with and into Hank's-AL, which shall be the Surviving Corporation.

          The Merger shall not become effective until, and shall become
effective upon, the happening of all of the following:


                                       2


          (i) The filing of this Agreement, properly certified, executed and
     acknowledged by each of the Constituent Corporations after the adoption and
     approval of this Agreement by the sole stockholder or sole shareholder of
     each thereof, or the filing of an executed certificate of merger, with the
     Secretary of State of the State of Delaware, who shall transmit a copy of
     such Agreement or certificate of merger, as the case may be, for
     recordation in the Office of the Recorder of Deeds of Kent County,
     Delaware.

          (ii) The filing of executed articles of merger (herein called the
     "Alabama Articles of Merger") with the Secretary of State of the State of
     Alabama in accordance with Sections 10-2B-11.05 and 10-2B-11.07 of
     the Code of Alabama of 1975, or the successor provisions thereto, as the
     case may be.

          The time when the Merger shall become effective is herein called the
"Effective Time of the Merger."

                                  ARTICLE III.

                                 GOVERNING LAW;
                           ARTICLES OF INCORPORATION;
                                     BYLAWS

          III.1. Governing Law. Hank's-AL, as the Surviving Corporation, shall
be governed by the laws of the State of Alabama.

          III.2. Articles of Incorporation. The articles of incorporation of
Hank's-AL, attached hereto as Exhibit A shall be the articles of incorporation
of the Surviving Corporation from and after the Effective Time of the Merger
until amended or restated as therein or by law provided.

          III.3. Bylaws. The bylaws of Hank's-AL as in effect immediately prior
to the Effective Time of the Merger shall continue in force and be the bylaws of
the Surviving Corporation after the Effective Time of the Merger until amended
as therein or by law provided.

                                   ARTICLE IV.

                         BOARD OF DIRECTORS AND OFFICERS
                            OF SURVIVING CORPORATION

          IV.l. Board of Directors of Surviving Corporation. From and after the
Effective Time of the Merger and until the annual meeting of shareholders of
Hank's-AL next following the Effective Time of the Merger, and thereafter until
their successors shall have been duly elected and qualify, the members of the
Board of Directors of the Surviving Corporation shall be the members of the
Board of Directors of Hank's-DE immediately prior to the Effective Time of the
Merger.


                                        3



          IV.2. Officers of Surviving Corporation. From and after the Effective
Time of the Merger and until their successors shall have been duly elected and
qualify or until their earlier resignation or removal, the officers of the
Surviving Corporation shall be the officers of Hank's-DE immediately prior to
the Effective Time of the Merger.

                                   ARTICLE V.

                   MANNER OF CONVERTING SHARES; CAPITALIZATION

          V.1. Stock of Hank's-AL. At the Effective Time of the Merger, each
share of Hank's-AL Common Stock issued and outstanding immediately prior to the
merger, including, without limitation, each share, if any, of Hank's-AL Common
Stock held as treasury stock, shall be automatically converted into and become,
without further action by the holder thereof, one share of Common Stock of the
Surviving Corporation. As of and after the Effective Time of the Merger, each
outstanding certificate which prior to the Effective Time of the Merger
represented shares of Hank's-AL Common Stock shall be deemed for all purposes to
evidence ownership of, and to represent an equal number of, shares of Common
Stock of the Surviving Corporation.

          V.2. Stock of Hank's-DE. Upon the Effective Time of the Merger, by
virtue of the merger and without any action on the part of the holder thereof,
each share of Hank's-DE Common Stock issued and outstanding immediately prior
thereto shall be canceled.

                                   ARTICLE VI.

                              EFFECT OF THE MERGER

          VI.1. Rights, Privileges, etc. At the Effective Time, Hank's-AL,
without further act, deed or other transfer, shall retain or succeed to, as the
case may be, and possess and be vested with, all rights, privileges, immunities,
powers, franchises and authority, of a public as well as of a private nature of
the Constituent Corporations; all property of every description and every
interest therein and all debts and other obligations of or belonging to or due
to the Constituent Corporations on whatever account shall thereafter be taken
and deemed to be held by or transferred to, as the case may be, or vested in
Hank's-AL without further act or deed; title to any real estate, or any interest
therein, vested in the Constituent Corporations shall not revert or in any way
be impaired by reason of the Merger; and all of the rights of creditors of the
Constituent Corporations shall be preserved unimpaired, and all liens upon the
property of the Constituent Corporations shall be preserved unimpaired, and such
debts, liabilities, obligations and duties of the Constituent Corporations shall
thenceforth, remain with or attach to, as the case may be, Hank's-AL and may be
enforced against it to the same extent as if all such debts, liabilities,
obligations and duties had been incurred or contracted by it.


                                        4



          VI.2. Employee Benefit Plans. At the Effective Time of the Merger,
Hank's-AL will automatically assume all obligations of Hank's-DE under any and
all employee benefit plans in effect as of the Effective Time of the Merger or
with respect to which employee rights or accrued benefits are outstanding as of
the Effective Time of the Merger.

          VI.3. Options, Warrants and Rights. Each outstanding option, warrant
or right to acquire shares of Hank's-DE Common Stock which are not exercised
prior to the Effective Time shall, at the Effective Time, be converted into the
right to receive the same number of shares of Hank's-AL Common Stock subject to
the terms, conditions and provisions for adjustment to which such options,
warrants or rights were previously subject.

          VI.4. Survival of Hank's-DE. At the Effective Time of the Merger, the
separate corporate existence of Hank's-DE shall cease, except insofar as it may
be continued by statute, and it shall be merged with and into Hank's-AL, the
Surviving Corporation, with the effects set forth in the Alabama Business
Corporation Act and the General Corporation Law of the State of Delaware.

          VI.5. Further Action. Hank's-DE shall, to the extent permitted by law,
from time to time, as and when requested by the Surviving Corporation or by its
successors or assigns, execute and deliver, or cause to be executed and
delivered, all such deeds and instruments and take, or cause to be taken, such
further or other action as the Surviving Corporation may deem necessary or
desirable in order to vest in and confirm to the Surviving Corporation title to
and possession of any property of said corporation acquired or to be acquired by
reason or as a result of the Merger and otherwise to carry out the intent and
purposes of this Agreement, and the proper officers and directors of Hank's-DE
and of the Surviving Corporation are hereby authorized, in the name of Hank's-AL
or Hank's-DE or otherwise, to take any and all such action.

                                  ARTICLE VII.

                                   TERMINATION

          This Agreement may be terminated and the Merger abandoned at any time
prior to the Effective Time of the Merger, whether before or after approval of
this Agreement by the sole shareholder or sole stockholder, as the case may be,
of any of the Constituent Corporations, by resolution of the sole director of
any of the Constituent Corporations, if any circumstances develop which in the
opinion of such sole director make proceeding with the Merger inadvisable. In
the event of such termination and abandonment, this Agreement shall become void
and have no effect, without any liability on the part of any of the Constituent
Corporations or their stockholders or shareholders, directors, or officers with
respect thereto.


                                       5



                                  ARTICLE VIII.

                   AGREEMENT TO SERVICE OF PROCESS IN DELAWARE

          The Surviving Corporation agrees that it may be served with process in
the State of Delaware in any proceeding for enforcement of any obligation of
Hank's-DE and in any proceeding for enforcement of the rights of a dissenting
stockholder of Hank's-DE against the Surviving Corporation, and hereby
irrevocably appoints the Secretary of State of the State of Delaware as its
agent to accept service of process in such proceeding. Such agreement shall be
contained in the Delaware Certificate of Merger.

                                   ARTICLE IX.

                            MISCELLANEOUS PROVISIONS

          IX.1. Amendment and Modification; Waiver; Etc. The parties hereto, by
mutual agreement in writing approved by their respective sole directors, or
their respective officers authorized by their respective sole directors, may
amend, modify and supplement this Agreement in any respect.

          IX.2. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Alabama, except to the extent the
corporate laws of the State of Delaware shall apply to Hank's-DE.

          IX.3. Successors and Assigns. This Agreement and all of the provisions
hereof shall be binding upon, and inure to the benefit of, the parties hereto
and their respective successors and assigns.

          IX.4. Counterparts. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

          IX.5. Headings. The headings of the Sections and Articles of this
Agreement are inserted for convenience only and shall not constitute a part
hereof.

          IX.6. Entire Agreement. This Agreement, including the other documents
referred to herein which form a part hereof, contains the entire understanding
of the parties hereto with respect to the subject matter contained herein. There
are no restrictions, promises, warranties, covenants, or undertakings, other
than those expressly set forth herein. This Agreement supersedes all prior
agreements and understandings, whether oral or written, between the parties with
respect to such subject matter.


                                       6



          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed on the date first above written.

                                        HANK'S ACQUISITION CORP.,
                                        an Alabama corporation


                                        By: /s/ Joshua T. Gaines
                                            ------------------------------------
                                            Joshua T. Gaines
                                        Its Vice President

ATTEST:


By: /s/ Robert T. Allen
    ---------------------------------
    Robert T. Allen
Its Assistant Secretary

                                        HANK'S ACQUISITION CORP.,
                                        an Alabama corporation


                                        By: /s/ Joshua T. Gaines
                                            ------------------------------------
                                            Joshua T. Gaines
                                        Its Vice President

ATTEST:


By: /s/ Robert T. Allen
    ---------------------------------
    Robert T. Allen
Its Assistant Secretary


                                        7



                    CERTIFICATE OF THE ASSISTANT SECRETARY OF
                            HANK'S ACQUISITION CORP.

          I, Robert T. Allen, as Assistant Secretary of Hank's Acquisition
Corp., an Alabama corporation, do hereby certify under the seal of said
corporation that the foregoing Agreement and Plan of Merger of Hank's
Acquisition Corp., an Alabama corporation, and Hank's Acquisition Corp., a
Delaware corporation, was approved and adopted by the holder of all of shares of
Hank's Acquisition Corp., an Alabama corporation, by an action by written
consent of the sole shareholder of said corporation in lieu of a meeting
following its adoption by the sole director of said corporation.

          IN WITNESS WHEREOF, I have hereunto set my hand in my capacity as
aforesaid, and have caused this certificate to be dated as of the 31 day of
August, 1998.


                                        /s/ Robert T. Allen
                                        ----------------------------------------
                                        Robert T. Allen
                                        As Assistant Secretary of
                                        Hank's Acquisition Corp.
                                        an Alabama corporation


                                       8



                    CERTIFICATE OF THE ASSISTANT SECRETARY OF
                            HANK'S ACQUISITION CORP.

          I, Robert T. Allen, as Assistant Secretary of Hank's Acquisition
Corp., a Delaware corporation, do hereby certify under the seal of said
corporation that the foregoing Agreement and Plan of Merger of Hank's
Acquisition Corp., an Alabama corporation, and Hank's Acquisition Corp., a
Delaware corporation, was approved and adopted by the written consent of the
sole stockholder of Hank's Acquisition Corp., a Delaware corporation, following
its adoption by written consent of the sole director of said corporation.

          IN WITNESS WHEREOF, I have hereunto set my hand in my capacity as
aforesaid, and have caused this certificate to be dated as of the 31 day of
August, 1998.


                                        /s/ Robert T. Allen
                                        ----------------------------------------
                                        Robert T. Allen
                                        As Assistant Secretary of
                                        Hank's Acquisition Corp.
                                        a Delaware corporation


                                       9

EX-3.83

                                                                    Exhibit 3.83

                                     BYLAWS

                                       OF

                            HANK'S ACQUISITION CORP.

                             AN ALABAMA CORPORATION



                                TABLE OF CONTENTS



                                                                                    Page
                                                                                    ----
                                                                                 
ARTICLE I.      OFFICES
   Section 1.1  Principal Office.................................................     1
   Section 1.2  Registered Office and Agent......................................     1

ARTICLE II.     SHAREHOLDERS
   Section 2.1  Annual Meetings..................................................     1
   Section 2.2  Special Meetings.................................................     1
   Section 2.3  Place of Meetings................................................     1
   Section 2.4  Action by Shareholders Without a Meeting.........................     2
   Section 2.5  Notice of Meetings...............................................     2
   Section 2.6  Waiver of Notice.................................................     2
   Section 2.7  Record Date......................................................     3
   Section 2.8  Shareholders' List for Meeting...................................     3
   Section 2.9  Voting Entitlement of Shares.....................................     3
   Section 2.10 Proxies..........................................................     3
   Section 2.11 Quorum; Vote Required Generally..................................     4
   Section 2.12 Voting for Directors; No Cumulative Voting.......................     4

ARTICLE III.    BOARD OF DIRECTORS
   Section 3.1  General Powers...................................................     4
   Section 3.2  Qualifications of Directors......................................     4
   Section 3.3  Number and Tenure................................................     4
   Section 3.4  Vacancies........................................................     5
   Section 3.5  Compensation of Directors........................................     5
   Section 3.6  Meetings; Notice of Meetings.....................................     5
   Section 3.7  Action Without A Meeting.........................................     6
   Section 3.8  Waiver of Notice.................................................     6
   Section 3.9  Quorum and Voting................................................     7
   Section 3.10 Committees.......................................................     7

ARTICLE IV.     OFFICERS
   Section 4.1  Positions........................................................     8
   Section 4.2  Election and Term of Office......................................     8
   Section 4.3  Vacancies........................................................     8
   Section 4.4  Resignation and Removal of Officers..............................     8
   Section 4.5  Contract Rights of Officers......................................     8
   Section 4.6  Duties of Officers...............................................     9
   Section 4.7  Compensation.....................................................    10



                                        i



                                                                                 
ARTICLE V.      CERTIFICATES REPRESENTING SHARES
   Section 5.1  Certificates Representing Shares.................................    10
   Section 5.2  Legends on Certificates..........................................    10
   Section 5.3  Transfer of Shares...............................................    11
   Section 5.4  Lost, Stolen, Destroyed, or Mutilated Certificates...............    11

ARTICLE VI.     INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
   Section 6.1  Indemnification..................................................    11
   Section 6.2  Insurance........................................................    11
   Section 6.3  Survival of Right................................................    12

ARTICLE VII.    GENERAL
   Section 7.1  Fiscal Year......................................................    12
   Section 7.2  Distributions to Shareholders....................................    12
   Section 7.3  Checks...........................................................    12
   Section 7.4  Corporate Seal...................................................    12
   Section 7.5  Voting of Corporation's Securities...............................    12

ARTICLE VIII.   AMENDMENT OF BYLAWS
   Section 8.1  Amendment by Board of Directors or Shareholders..................    13
   Section 8.2  Bylaw Increasing Quorum or Voting Requirement for Shareholders...    13
   Section 8.3  Bylaw Increasing Quorum or Voting Requirement for Directors......    13




                                       ii



                                     BYLAWS
                                       OF
                            HANK'S ACQUISITION CORP.
                             An Alabama Corporation

ARTICLE I. OFFICES

          Section I.1 Principal Office. The principal office of the corporation
shall be located in Birmingham, Alabama. The corporation may have such other
offices, within and without the State of Alabama, as the board of directors may
determine or as the business of the corporation may require.

          Section I.2 Registered Office and Agent. The registered office of the
corporation, required by the Alabama Business Corporation Act to be maintained
in the State of Alabama, may but need not be the same as its principal office in
the State of Alabama. The board of directors of the corporation may change the
corporation's registered office, and the corporation's registered agent thereat,
from time to time in the manner specified by the Alabama Business Corporation
Act.

ARTICLE II. SHAREHOLDERS

          Section II.1 Annual Meetings. The annual meeting of the shareholders
of the corporation, commencing with the year 1999, shall be held on the Second
Tuesday in May each year if not a legal holiday in the State of Alabama, and if
a legal holiday, then on the next succeeding business day not a legal holiday,
at 10:00 a.m., or at such other date and time as shall be designated from time
to time by the board of directors and stated in the notice of the meeting, for
the purpose of electing directors and for the transaction of such other business
as may come before the meeting. If the election of directors shall not be held
on the day designated herein for the annual meeting of the shareholders, or at
any adjournment thereof, the board of directors shall cause the election to be
held at a special meeting of the shareholders as soon thereafter as may be
conveniently held.

          Section II.2 Special Meetings. Special meetings of the shareholders
may be called by, or at the direction of, the board of directors, the president
or, to the extent required by the Alabama Business Corporation Act, the holders
of at least 10 percent of all the votes entitled to be cast on any issue
proposed to be considered at the proposed special meeting, in each case such
special meeting to be called in the manner specified by the Alabama Business
Corporation Act and these bylaws.

          Section II.3 Place of Meetings. Annual and special meetings shall be
held at the principal office of the corporation in the State of Alabama, or at
such other place, within or without the State of Alabama, as may be designated
by the board of directors or the person or persons calling the meeting and
stated in the notice of the meeting; provided, that special meetings held upon
the call of shareholders of the corporation shall, unless the board of directors
of the corporation otherwise directs, be held at the corporation's principal
office.

          Section II.4 Action by Shareholders Without a Meeting. Except as
provided in the articles of incorporation, action required or permitted by the
Constitution of Alabama or the



Alabama Business Corporation Act to be taken at a shareholders' meeting may be
taken without a meeting if the action is taken by all shareholders entitled to
vote on the action. The action shall be evidenced by one or more written
consents describing the action taken, signed by all the shareholders entitled to
vote on the action, and delivered to the corporation for inclusion in the
minutes or filing with the corporate records.

          Section II.5 Notice of Meetings. (a) The corporation, or, in the case
of a special meeting called by the holders of at least 10 percent of all the
votes entitled to be cast on any issue proposed to be considered at the special
meeting, the holders calling the meeting, shall notify shareholders in writing
of the date, time, and place of each annual and special shareholders' meeting no
fewer than 10 nor more than 60 days before the meeting date. Unless the Alabama
Business Corporation Act or the articles of incorporation require otherwise, the
corporation, or other persons calling the meeting, are required to give notice
only to shareholders entitled to vote at the meeting. Notwithstanding the
provisions of this Section 2.5 or any provisions of the Alabama Business
Corporation Act, the stock or bonded indebtedness of the corporation shall not
be increased at a meeting unless notice of such meeting shall have been given as
may be required by section 234 of the Constitution of Alabama as the same may be
amended from time to time.

          (b) Notice of an annual meeting need not include a statement of the
purpose or purposes for which the meeting is called.

          (c) Notice of a special meeting shall include a statement of the
purpose or purposes for which the meeting is called.

          (d) If an annual or special shareholders' meeting is adjourned to a
different date, time, or place, notice need not be given of the new date, time,
or place if the new date, time, or place is announced at the meeting before
adjournment. If a new record date for the adjourned meeting is or must be fixed
in the manner specified under the Alabama Business Corporation Act, however,
notice of the adjourned meeting shall be given to persons who are shareholders
as of the new record date.

          Section II.6 Waiver of Notice. A shareholder may waive any notice
required by the Constitution of Alabama, the Alabama Business Corporation Act,
the articles of incorporation, or these bylaws, including, without limitation,
any required notice of the time, place or purpose of any annual or special
meeting of shareholders of the corporation, before or after the date and time
stated in the notice, in the manner provided for making such waiver in the
Alabama Business Corporation Act. Unless another method is specified by the
Alabama Business Corporation Act, the waiver shall be in writing, be signed by
the shareholder entitled to the notice, and be delivered to the corporation for
inclusion in the minutes or filing with the corporate records. A shareholder's
attendance at a meeting shall constitute a waiver of objections to lack of or
defective notice of a shareholder's meeting or to consideration of particular
matters at the meeting to the extent provided in the Alabama Business
Corporation Act.

          Section II.7 Record Date. The board of directors may fix or provide
the manner of fixing the record date for one or more voting groups in order to
determine the


                                        2



shareholders entitled to notice of a shareholders' meeting, to demand a special
meeting, to vote, or to take any other action. A record date may not be more
than 70 days before the meeting or action requiring a determination of
shareholders. A determination of shareholders entitled to notice of or to vote
at a shareholders' meeting is effective for any adjournment of the meeting
unless the board of directors fixes a new record date, which it must do if the
meeting is adjourned to a date more than 120 days after the date fixed for the
original meeting. If not otherwise fixed in the manner specified under the
Alabama Business Corporation Act, the record date for determining shareholders
entitled to notice of and to vote at an annual or special shareholders' meeting
is the day before the first notice is delivered to shareholders.

          Section II.8 Shareholders' List for Meeting. After a record date is
fixed for a meeting, the corporation shall prepare an alphabetical list of the
names of all its shareholders who are entitled to notice of a shareholders'
meeting. The list shall be arranged by voting group (and within each voting
group by class or series of shares) and show the address of and number of shares
held by each shareholder. The shareholders' list shall be available for
inspection by any shareholder, beginning two business days after notice of the
meeting is given for which the list was prepared and continuing through the
meeting, at the corporation's principal office or, if the corporation's
principal office is located outside the State of Alabama, at its registered
office. A shareholder, his or her agent, or attorney is entitled on written
demand to inspect and, for a proper purpose, to copy the list, during regular
business hours and at his or her expense, during the period it is available for
inspection. The corporation shall make the shareholders' list available at the
meeting, and any shareholder, his or her agent, or attorney is entitled to
inspect the list at any time during the meeting or any adjournment. Refusal or
failure to prepare or make available the shareholders' list shall not affect the
validity of action taken at the meeting. The stock transfer records of the
corporation shall be prima facie evidence as to who are the shareholders
entitled to examine the shareholders' list or transfer records or to vote at any
meeting of shareholders.

          Section II.9 Voting Entitlement of Shares. (a) Subject to paragraphs
(b) and (c) of this Section 2.9 or unless the articles of incorporation provide
otherwise, each outstanding share, regardless of class, is entitled to one vote
on each matter submitted to a vote at a shareholders' meeting. Only shares are
entitled to vote.

          (b) The shares of this corporation are not entitled to vote if they
are owned, directly or indirectly, by a second corporation, domestic or foreign,
and this corporation owns, directly or indirectly, a majority of the shares
entitled to vote for directors of the second corporation, unless a court of
competent jurisdiction determines that the voting of such shares is not for the
purpose of perpetuation of management or other improper purpose.

          (c) Paragraph (b) of this Section 2.9 does not limit the power of this
corporation to vote any of its own shares held by it in a fiduciary capacity.

          Section II.10 Proxies. A shareholder may vote in person or by proxy
and may appoint, either personally or by the shareholder's attorney-in-fact, a
proxy to vote or otherwise act for the shareholder in the manner and with the
effect provided therefor in the Alabama Business Corporation Act.


                                        3



          Section II.11 Quorum; Vote Required Generally. (a) Shares entitled to
vote as a separate voting group may take action on a matter at a meeting only if
a quorum of those shares exists with respect to that matter. Unless the articles
of incorporation or the Alabama Business Corporation Act provides otherwise, a
majority of the votes entitled to be cast on the matter by the voting group
constitutes a quorum of that voting group for action on that matter. Once a
share is represented for any purpose at a meeting, it is, unless established to
the contrary, presumed present for quorum purposes for the remainder of the
meeting.

          (b) If a quorum is present when a vote is taken, action on a matter
(other than the election of directors for which provision is made in Section
2.13 hereof) by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless the
Constitution of Alabama as the same may be amended from time to time, the
articles of incorporation, or the Alabama Business Corporation Act require a
greater number of affirmative votes. An amendment of the articles of
incorporation adding, changing, or deleting a quorum or voting requirement for a
voting group greater than specified must meet the same quorum requirement and be
adopted by the same vote and voting groups required to take action under the
quorum and voting requirements then in effect or proposed to be adopted,
whichever is greater.

          Section II.12 Voting for Directors; No Cumulative Voting. Unless
otherwise provided in the articles of incorporation, directors shall be elected
by a majority of the votes cast by the shares entitled to vote in the election
at a meeting at which a quorum is present when the vote is taken. Shareholders
do not have a right to cumulate their votes for directors.

ARTICLE III. BOARD OF DIRECTORS

          Section III.1 General Powers. All corporate powers shall be exercised
by or under authority of, and the business and affairs of the corporation shall
be managed under the direction of, its board of directors, subject to any
limitation set forth in the articles of incorporation or a share-holder
agreement authorized under the Alabama Business Corporation Act.

          Section III.2 Qualifications of Directors. A director shall be a
natural person of the age of at least nineteen (19) years but need not be a
resident of the State of Alabama or a shareholder of the corporation.

          Section III.3 Number and Tenure. The number of directors and the
persons constituting the initial board of directors are set forth in the
articles of incorporation, and the members of the initial board shall hold
office until the first annual meeting of shareholders and until their successors
shall have been elected and qualified. Thereafter, the number of directors
constituting the board of directors shall be no fewer than one nor more than
five, the exact number within such range to be determined by resolution of the
shareholders at the annual meeting. The number of directors may be increased or
decreased from time to time in the manner provided by the Alabama Business
Corporation Act for amending the articles of incorporation of the corporation;
but no decrease shall have the effect of shortening the term of any incumbent
director. Directors shall hold office until the next succeeding annual meeting
of shareholders and until their successors shall have been elected and
qualified.


                                        4



          Section III.4 Vacancies. (a) Unless the articles of incorporation
provide otherwise, if a vacancy occurs in the board of directors:

          (i) The shareholders may fill the vacancy, whether resulting from an
     increase in the number of directors or otherwise; or

          (ii) The board of directors may fill the vacancy, except that the
     directors shall have the power to fill a vacancy resulting from an increase
     in the number of directors only if expressly provided for in the articles
     of incorporation; or

          (iii) If the directors remaining in office constitute fewer than a
     quorum of the board, they may fill the vacancy, if it is one that the
     directors are authorized to fill, by the affirmative vote of a majority of
     all the directors remaining in office.

          (b) If the vacant office was held by a director elected by a voting
group of shareholders, only the holders of shares of that voting group are
entitled to vote to fill the vacancy if it is filled by the shareholders.

          (c) A vacancy that will occur at a specific later date (by reason of a
resignation effective at a later date as provided by the Alabama Business
Corporation Act or otherwise) may be filled before the vacancy occurs but the
new director may not take office until the vacancy occurs.

          Section III.5 Compensation of Directors. The board of directors may by
resolution fix the compensation, or manner of determination thereof, of the
directors and provide, either generally or in specific instances, for payment or
reimbursement of expenses of directors in performance of their duties as
directors. No payment of compensation or expenses shall preclude any director
from serving the corporation in any other capacity and receiving compensation
therefor.

          Section III.6 Meetings; Notice of Meetings. (a) Meetings of the board
of directors, or committees thereof, regular or special, may be held either
within or without the State of Alabama.

          (b) A regular meeting of the board of directors shall be held without
notice immediately after, and at the same place as, the annual meeting of
shareholders. Other regular meetings may be held upon such notice, if any, and
at such times and places as shall be determined by the board.

          (c) Special meetings of the board of directors may be called by the
president or by any two directors.

          (d) Notice of any special meeting of directors shall be given to each
director at such director's business or residence in writing by hand delivery,
first-class or overnight mail or courier service, telegram or facsimile
transmission, or orally by telephone. If mailed by first-class mail, such notice
shall be deemed adequately delivered when deposited in the United States mails
so addressed, with postage thereon prepaid, at least five (5) days (which days
shall, notwithstanding the provisions of the Alabama Business Corporation Act,
include Saturdays,


                                        5



Sundays and holidays) before such meeting. If by telegram, overnight mail or
courier service, such notice shall be deemed adequately delivered when the
telegram is delivered to the telegraph company or the notice is delivered to the
overnight mail or courier service company at least twenty-four (24) hours before
such meeting, provided, that the estimated time for delivery of such notice to
the address specified by such telegraph company or overnight mail or courier
service company is not less than one (1) hour before the time set for the
meeting. If by facsimile transmission, such notice shall be deemed adequately
delivered when the notice is transmitted (with confirmation of receipt indicated
by the machine on which such notice is transmitted) at least twelve (12) hours
before such meeting. If by telephone or by hand delivery, the notice shall be
given at least twelve (12) hours prior to the time set for the meeting.

          (e) Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the board of directors need be specified in the
notice of such meeting.

          (f) Any or all members of the board of directors or any committee
designated thereby may participate in a regular or special meeting of such board
or committee by, or conduct such meeting through the use of, any means of
communication by which all persons participating may simultaneously hear each
other during the meeting. A director participating in a meeting of such board or
committee by this means is deemed to be present at such meeting.

          Section III.7 Action Without A Meeting. Any action required or
permitted by the Alabama Business Corporation Act to be taken at a meeting of
the board of directors or a committee thereof may be taken without a meeting if
the action is taken by all members of the board or of the committee, as the case
may be. The action shall be evidenced by one or more written consents describing
the action taken, signed by each director or committee member, as the case may
be, and included in the minutes or filed with the corporate records reflecting
the action taken. Action taken under this Section 3.7 is effective when the last
director or committee member, as the case may be, signs the consent, unless the
consent specifies a different effective date. A consent signed under this
Section 3.7 has the effect of a meeting vote and may be described as such in any
document.

          Section III.8 Waiver of Notice. (a) A director or member of a
committee may waive any notice required by the Alabama Business Corporation Act,
the articles of incorporation, or these bylaws before or after the date and time
stated in the notice. Except as provided by subsection (b) of this Section 3.8,
the waiver must be in writing, signed by the director or member of a committee
entitled to notice, and filed with the minutes or corporate records.

          (b) A director's or committee member's attendance at or participation
in a meeting:

          (i) Waives objection to lack of any required notice to him or her or
     defective notice of the meeting unless the director or committee member, as
     the case may be, at the beginning of the meeting (or promptly upon his or
     her arrival) objects to holding the meeting or transacting business at the
     meeting and does not thereafter vote for or assent to action taken at the
     meeting; and


                                        6



          (ii) Waives objection to consideration of a particular matter at the
     meeting that is not within the purpose or purposes described in the meeting
     notice, if required, unless the director or committee member, as the case
     may be, objects to considering the matter before action is taken on the
     matter.

          Section III.9 Quorum and Voting. (a) A quorum of the board of
directors shall consist of a majority of the fixed number of directors. A quorum
of a committee of the board of directors shall consist of a majority of the
members of the comittee.

          (b) If a quorum is present when a vote is taken, the affirmative vote
of a majority of directors or committee members present is the act of the board
of directors or committee, respectively. A director or committee member is,
unless established to the contrary, presumed present for quorum purposes for the
remainder of a meeting at which he or she has been present for any purpose.

          (c) A director who is present at a meeting of the board of directors
or a committee of the board of directors when corporate action is taken is
deemed to have assented to the action taken unless:

          (i) he or she objects at the beginning of the meeting (or promptly
     upon his or her arrival) to holding it or transacting business at the
     meeting or, as to a matter required under the articles of incorporation or
     these bylaws to be included in the notice of the purpose of the meeting, he
     or she objects before action is taken on the matter;

          (ii) his or her dissent or abstention from action taken is entered in
     the minutes of the meeting; or

          (iii) he or she delivers written notice of his or her dissent or
     abstention to the presiding officer of the meeting before its adjournment
     or to the corporation immediately after adjournment of the meeting. The
     right of dissent or abstention is not available to a director who votes in
     favor of the action taken.

          Section III.10 Committees. The board of directors may create one or
more committees and appoint members of the board of directors to serve on them.
Each committee may have one or more members, who serve at the pleasure of the
board of directors. The creation of a committee and appointment of members to it
shall be approved by the greater of (i) a majority of all the directors in
office when the action is taken or (ii) the number of directors required by the
articles of incorporation or these bylaws to take such action. The provisions of
the articles of incorporation and these bylaws which govern meetings, action
without meetings, notice and waiver of notice, and quorum and voting
requirements of the board of directors, apply to committees and their members as
well. To the extent specified by the board of directors or in the articles of
incorporation or these bylaws, each committee may exercise the authority of the
board of directors. A committee may not however: (1) authorize distributions;
(2) approve or propose to shareholders action that the Alabama Business
Corporation Act requires be approved by shareholders; (3) fill vacancies on the
board of directors or on any of its committees; (4) amend the articles of
incorporation; (5) adopt, amend, or repeal bylaws; (6) approve a plan of merger
not requiring shareholder approval; (7) authorize or approve reacquisition of
shares,


                                        7



except according to formula or method prescribed by the board of directors; or
(8) authorize or approve the issuance or sale or contract for sale of shares, or
determine the designation and relative rights, preferences, and limitations of a
class or series of shares, except that the board of directors may authorize a
committee (or a senior executive officer of the corporation) to do so within
limits specifically prescribed by the board of directors. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the board of directors. Each committee shall keep
regular minutes of its meetings and report the same to the board of directors
when required.

ARTICLE IV. OFFICERS

          Section IV.1 Positions. The officers of the corporation shall be
elected by the board of directors and shall consist of a president, a secretary,
and such other officers and assistant officers as may be deemed necessary by the
board of directors. Any two or more offices may be held by the same person.

          Section IV.2 Election and Term of Office. The first officers of the
corporation shall be elected by the board of directors at the first meeting of
the board of directors. Each officer shall hold office at the pleasure of the
board of directors or until such officer's death or such officer shall resign or
shall have been removed in the manner hereinafter provided.

          Section IV.3 Vacancies. A vacancy in any office may be filled by the
board of directors.

          Section IV.4 Resignation and Removal of Officers. An officer may
resign at any time by giving notice to the corporation. A resignation is
effective when the notice is given unless the notice specifies a later effective
date. If a resignation is made effective at a later date and the corporation
accepts the future effective date, the board of directors may fill the pending
vacancy before the effective date if the board of directors provides that the
successor does not take office until the effective date. The board of directors
may remove any officer at any time with or without cause.

          Section IV.5 Contract Rights of Officers. The appointment of an
officer does not itself create contract rights. An officer's removal does not
affect the officer's contract rights, if any, with the corporation. An officer's
resignation does not affect the officer's contract rights, if any, with the
corporation.

          Section IV.6 Duties of Officers. The officers of the corporation, if
and when elected by the board of directors of the corporation, shall have the
following duties:

          (a) PRESIDENT. The president shall be the chief executive officer of
the corporation and, subject to the direction of the board of directors, shall
have the general and active management, supervision and control of the business
and all operations of the corporation. The president shall, when present,
preside at all meetings of the shareholders and of the board of directors. The
president may sign certificates for shares of the corporation and deeds,
mortgages, bonds, contracts, or other instruments on behalf of the corporation,
except where required by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
board of directors to some other officer or agent of the corporation.


                                        8



In general, the president shall perform all duties incident to the office of
president and such other duties as may be prescribed by the board of directors
from time to time.

          (b) VICE-PRESIDENTS. In the absence of the president or in the event
of the president's death or inability to act, the vice-president (or in the
event there be more than one vice-president, the vice-presidents in the order
determined by the board of directors) shall perform the duties of the president,
and when so acting, shall have all the powers of and be subject to all the
restrictions upon the president. Any vice-president may sign certificates for
shares of the corporation and shall perform such other duties as from time to
time may be assigned to the vice-president by the president or by the board of
directors.

          (c) SECRETARY. The secretary shall prepare and keep the minutes of the
proceedings of the shareholders and of the board of directors in one or more
books provided for that purpose; have responsibility for authenticating records
of the corporation; see that all notices are duly given in accordance with the
provisions of these bylaws or as required by law; be custodian of the corporate
records and of the seal of the corporation; see that the seal of the corporation
is affixed to all documents, the execution of which on behalf of the corporation
under its seal is duly authorized; keep a register of the post office address of
each shareholder which shall be furnished to the secretary by such shareholder;
sign with the president, any vice-president, or the treasurer certificates for
shares of the corporation, the issuance of which shall have been authorized by
resolution of the board of directors; have general charge of the stock transfer
books of the corporation; and in general perform all duties incident to the
office of secretary and such other duties as from time to time may be assigned
to the secretary by the president, any vice president or the board of directors.
If there is no treasurer of the corporation, the secretary shall assume the
authority and duties of treasurer.

          (d) TREASURER. The treasurer shall have charge and custody of and be
responsible for all funds and securities of the corporation, receive and give
receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositaries as may be designated by the board
of directors, and in general perform all of the duties incident to the office of
treasurer and such other duties as from time to time may be assigned to the
treasurer by the president, any vice-president or the board of directors. The
treasurer may sign certificates for shares of the corporation. If required by
the board of directors, the treasurer shall give a bond for the faithful
discharge of such treasurer's duties in such sum and with such surety or
sureties as the board of directors shall determine.

          (e) ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant
secretary, or if there shall be more than one, the assistant secretaries in the
order determined by the board of directors, shall, in the absence or disability
of the secretary, perform the duties and exercise the powers of the secretary.
The assistant treasurer, or, if there shall be more than one, the assistant
treasurers in the order determined by the board of directors, shall, in the
absence or disability of the treasurer, perform the duties and exercise the
powers of the treasurer. The board of directors may require any assistant
treasurer to give a bond for the faithful discharge of such assistant
treasurer's duties in such sum and with such surety or sureties as the board of
directors shall determine. The assistant secretaries and assistant treasurers
shall


                                        9



all perform such other duties as shall be assigned to them by the secretary and
treasurer, respectively, or by the president, any vice-president or the board of
directors.

          Section IV.7 Compensation. The compensation of the officers shall be
fixed from time to time by the board of directors, and no officer shall be
prevented from receiving such compensation by reason of the fact that such
officer is also a director of the corporation.

ARTICLE V. CERTIFICATES REPRESENTING SHARES

          Section V.1 Certificates Representing Shares. Certificates
representing shares of the corporation shall be in such form as shall be
determined by the board of directors and shall be in accordance with the Alabama
Business Corporation Act. Such certificates shall be signed by the president,
any vice-president, or the treasurer, and by the secretary, an assistant
vice-president, an assistant secretary, or an assistant treasurer, and sealed
with the corporate seal or a facsimile thereof. The signature of any one of
these officers upon a certificate may be a facsimile if the certificate is
manually signed by another of such officers. The signatures of both of such
officers upon a certificate may be facsimiles if the certificate is
countersigned by a transfer agent or registered by a registrar, other than the
corporation itself or one of its employees. In case any officer who has signed
or whose facsimile signature has been placed upon such certificate shall have
ceased to be such officer before such certificate is issued, it may be issued by
the corporation with the same effect as if such person were an officer at the
date of its issue. Each certificate for shares shall be consecutively numbered
or otherwise identified. The name and address of the person to whom the shares
represented thereby are issued, with the number and class of shares and date of
issue, shall be entered on the stock transfer books of the corporation. All
certificates surrendered to the corporation for transfer shall be canceled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and canceled, except that in case
of a lost, destroyed or mutilated certificate a new one may be issued therefor
upon such terms and indemnity to the corporation as the board of directors may
prescribe.

          Section V.2 Legends on Certificates. Any written restriction on the
transfer of or registration of transfer of shares of the corporation is valid
and enforceable if noted conspicuously on the front or back of the certificate
representing such shares, or if not so noted, such restriction is enforceable
against a person with actual knowledge thereof. In addition, if the corporation
is authorized to issue different classes of shares or different series within a
class, the designations, relative rights, preferences, and limitations
applicable to each class and the variations in rights, preferences, and
limitations determined for each series (and the authority of the board of
directors to determine variations for future series) must be set forth or
summarized on the front or back of each certificate, or each certificate may
state conspicuously on its front or back that the corporation will furnish the
shareholders this information on request in writing and without charge.

          Section V.3 Transfer of Shares. Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the holder
of record thereof or by such person's legal representative, who shall furnish
proper evidence of authority to transfer, or by such person's attorney thereunto
authorized by power of attorney duly executed and filed with the secretary of
the corporation, and on surrender for cancellation of the certificate for such


                                       10



shares. The person in whose name shares stand on the books of the corporation
shall be deemed by the corporation to be the owner thereof for all purposes.

          Section V.4 Lost, Stolen, Destroyed, or Mutilated Certificates. The
board of directors may direct a new certificate to be issued in place of any
certificate theretofore issued by the corporation alleged to have been lost or
destroyed. When authorizing such issue of a new certificate, the board of
directors, in its discretion and as a condition precedent to the issuance
thereof, may prescribe such terms and conditions as it deems expedient, and may
require such indemnities as it deems adequate, to protect the corporation from
any claim that may be made against it with respect to any such certificate
alleged to have been lost or destroyed.

ARTICLE VI. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

          Section VI.1 Indemnification. The corporation shall indemnify, and in
connection with such indemnification shall advance expenses to, any person who
is or was a director or officer of the corporation, and any person who is or was
serving at the request of the corporation as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise, to
the fullest extent permitted by law, including without limitation the Alabama
Business Corporation Act, as amended, or any successor statute thereto. If the
amount, extent, or quality of indemnification permitted by law should be in any
way restricted after the adoption of these bylaws, then the corporation shall
indemnify such persons to the fullest extent permitted by law as in effect at
the time of the occurrence of the omission or the act giving rise to the claimed
liability with respect to which indemnification is sought. The indemnification
and advancement of expenses pursuant to this Article VI shall be in addition to,
and not exclusive of, any other right that the person seeking indemnification
may have under these bylaws, the articles of incorporation of the corporation,
any separate contract or agreement or applicable law. The corporation shall have
the right, at its option, to indemnify any employee or agent of the corporation
in the same manner as it is required to indemnify its directors and officers as
aforesaid.

          Section VI.2 Insurance. The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, partner,
trustee, employee or agent of the corporation, or any person who is or was
serving at the request of the corporation as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether or
not the corporation would have the power to indemnify such person against such
liability under applicable law.

          Section VI.3 Survival of Right. Any right to indemnification or
advancement of expenses provided by or granted pursuant to this Article VI shall
continue as to a person who has ceased to be a director, officer, employee or
agent or to serve as a director, officer, partner, trustee, employee or agent of
such other foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise and shall inure to the benefit of the
heirs, executors, administrators and personal representatives of such a person.
Any repeal or


                                       11



modification of this Article VI which serves to restrict or lessen the rights to
indemnification or advancement of expenses provided by this Article VI shall be
prospective only and shall not lessen the right to indemnification or
advancement of expenses existing at the time of such repeal or modification with
respect to liabilities arising out of claimed acts or omissions occurring prior
to such repeal or modification.

ARTICLE VII. GENERAL

          Section VII.l Fiscal Year. The fiscal year of the corporation shall be
fixed by resolution of the board of directors.

          Section VII.2 Distributions to Shareholders. Except as restricted by
the articles of incorporation or the Alabama Business Corporation Act, the board
of directors may authorize and the corporation may make distributions to its
shareholders, including by way of purchase or redemption of shares of the
corporation, in the manner and upon the terms and conditions provided by the
Alabama Business Corporation Act.

          Section VII.3 Checks. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.

          Section VII.4 Corporate Seal. The board of directors shall select a
corporate seal which shall have inscribed thereon the name of the corporation,
the words "Alabama" and "Corporate Seal," and such seal may include the date of
incorporation of the corporation. The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any manner-reproduced.

          Section VII.5 Voting of Corporation's Securities. Unless otherwise
ordered by the board of directors, the president or any vice-president, or such
other officer as may be designated by the board of directors to act in the
absence of the president or any vice-president, shall have full power and
authority on behalf of the corporation to attend and to act and to vote, and to
execute a proxy or proxies empowering others to attend and to act and to vote,
at any meetings of security holders of any corporation in which the corporation
may hold securities, and at such meetings the president, or such other officer
of the corporation, or such proxy shall possess and may exercise any and all
rights and powers incident to the ownership of such securities, and which as the
owner thereof the corporation might have possessed and exercised, if present.
The secretary or any assistant secretary may affix the corporate seal to any
such proxy or proxies so executed by the president, or such other officer, and
attest the same. The board of directors by resolution from time to time may
confer like powers upon any other person or persons.

ARTICLE VIII. AMENDMENT OF BYLAWS

          Section VIII.1 Amendment by Board of Directors or Shareholders. (a)
The board of directors may amend or repeal the corporation's bylaws unless:

          (i) The articles of incorporation or the Alabama Business Corporation
     Act reserve this power exclusively to the shareholders in whole or in part;
     or


                                       12



          (ii) The shareholders in amending or repealing a particular bylaw
     provide expressly that the board of directors may not amend or repeal that
     bylaw.

          (b) The shareholders may amend or repeal the bylaws even though the
bylaws may also be amended or repealed by the board of directors.

          Section VIII.2 Bylaw Increasing Quorum or Voting Requirement for
Shareholders. (a) If authorized by the articles of incorporation, the
shareholders may adopt or amend a bylaw that fixes a greater quorum or voting
requirement for shareholders (or voting groups of shareholders) than is required
by the Alabama Business Corporation Act. The adoption or amendment of a bylaw
that adds, changes, or deletes a greater quorum or voting requirement for
shareholders must meet the same quorum requirement and be adopted by the same
vote and voting groups required to take action under the quorum and voting
requirement then in effect or proposed to be adopted, whichever is greater.

          (b) A bylaw that fixes a greater quorum or voting requirement for
shareholders under subsection (a) may not be adopted, amended, or repealed by
the board of directors.

          Section VIII.3 Bylaw Increasing Quorum or Voting Requirement for
Directors.

          (a) A bylaw that fixes a greater quorum or voting requirement for the
board of directors may be amended or repealed:

          (i) If originally adopted by the shareholders, only by the
     shareholders;

          (ii) If originally adopted by the board of directors, either by the
     shareholders or by the board of directors.

          (b) A bylaw adopted or amended by the shareholders that fixes a
greater quorum or voting requirement for the board of directors may provide that
it may be amended or repealed only by a specified vote of either the
shareholders or the board of directors.

          (c) Action by the board of directors under subsection (a)(ii) to adopt
or amend a bylaw that changes the quorum or voting requirement for the board of
directors must meet the same quorum requirement and be adopted by the same vote
required to take action under the quorum and voting requirement then in effect
or proposed to be adopted, whichever is greater.


                                       13



                                HISTORY OF BYLAWS

Adopted August 31, 1998.


                                       14

EX-3.84

                                                                    Exhibit 3.84

                            ARTICLES OF INCORPORATION

                                       OF

                      HEMET VALLEY AMBULANCE SERVICE, INC.

KNOW ALL MEN BY THESE PRESENT that we, the undersigned, have this day
voluntarily associated ourselves together for the purpose of forming a
corporation under the laws of the State of California, and we hereby certify:

     ARTICLE I:

     The name of this corporation is HEMET VALLEY AMBULANCE SERVICE, INC.

     ARTICLE II:

     The corporation's purposes are:

     (a) The specific business in which the corporation is primarily to engage,
is the vehicular transport of sick and/or injured persons;

     (b) To engage in any one or more businesses or transactions which the Board
of Directors of this corporation may from time to time authorize or approve,
whether related or unrelated to the business described in (a) above or to any
other business then or theretofor done by this corporation;

     (c) To exercise any and all rights and powers which a corporation may now
or hereafter exercise;

     (d) To act as principal, agent, joint venturer, partner or in any other
capacity which may be authorized or approved by the Board of Directors of this
corporation; and

     (e) To transact business in the State of California or in any other
jurisdiction of the United State of America or elsewhere in the world.

     The foregoing statement of purposes shall be construed as a statement of
both purposes and powers, and the purposes and powers in each clause shall,
except where otherwise expressed, be in no wise limited or restricted by
reference to or inference from the terms or provisions of any other clause but
shall be regarded as independent purposes and powers.

     ARTICLE III;



     The county in the State of California where the principal office for the
transaction of business of this corporation is to be located is Riverside
County.

     ARTICLE IV:

     The number of directors of the corporation is three. The names and
addresses of the persons who are appointed as first directors are:

                  
GARY L. FRITZINGER   25670 Las Flores
                     Hemet, California 92343

MAXIE HYMAS          27091 Val Dean Way
                     Hemet, California 92343

HILLAS F. COLE       44313 Acacia Avenue
                     Hemet, California 92343



     ARTICLE V:

     The corporation is authorized to issue only one class of shares of stock.
The total number of shares that the corporation is authorized to issue is 2,000
shares. The aggregate par value of the shares is $200,000.00 and the par value
of each share is $100.00. No distinction shall exist between the shares of the
corporation or between the holders thereof.

- - - - - - -

     ARTICLE VI:

     (a) Before there can be a valid sale or transfer of any of the shares of
this corporation by the holders thereof, the holder of the shares to be sold or
transferred shall first give notice, in writing, to the secretary of this
corporation of his intention to sell or transfer such shares. Said notice shall
specify the number of shares to be sold or transferred, the price per share, and
the terms upon which such holder intends to make such sale or transfer. The
secretary shall, within five days thereafter, mail or deliver a copy of said
notice to each of the other shareholders of record of this corporation. Such
notice may be delivered to such shareholders personally, or may be mailed to the
last known address of such shareholders, as the same may appear on the books of
this corporation. Within ten days after mailing or delivering of said notice to
said shareholders, any such shareholder or shareholders desiring to acquire any
part or all of the shares referred to in said notice shall deliver by mail or
otherwise to the secretary of this corporation a written offer or offers,
expressed to be acceptable immediately, to purchase the specified number or
numbers of such shares at the price and upon the terms stated in said notice,
accompanied by the purchase price therefor with authorization to pay such
purchase price against delivery of said shares.

     If the total number of shares specified in such offers exceeds the number
of shares referred to in said notice, each offering shareholder shall be
entitled to purchase such proportion of the shares referred to in said notice to
the secretary, as the number of shares of this


                                        2



corporation, which he holds, bears to the total number of shares held by all
such shareholders desiring to purchase the shares referred to in said notice to
the secretary.

     If all of the shares referred to in said notice to the secretary are not
disposed under such apportionment, each shareholder desiring to purchase shares
in a number in excess of his proportionate share, as provided above, shall be
entitled to purchase such proportion of those shares which remain thus
undisposed of, as the total number of shares which he holds bears to the total
number of shares held by all of the shareholders desiring to purchase shares in
excess of those to which they are entitled under such apportionment.

     If one or more of the other shareholders offers to purchase in the
aggregate, within said ten-day period, less than all of the shares referred to
in said notice to the secretary, the shareholder desiring to sell or transfer
shall not be obligated to accept any such offer or offers from one or more of
the other shareholders and may dispose of all of the shares of stock referred to
in said notice, to any person or persons whomsoever; provided. however, that he
shall not sell or transfer such shares at a lower price or on terms more
favorable to the purchaser or transferee than those specified in said notice to
the secretary.

     Any sale or transfer, or purported sale or transfer, of the shares of said
corporation shall be null and void unless the terms, conditions and provisions
of this Article VI are strictly observed and followed.

     (b) Each shareholder or subscriber to shares of this corporation shall be
entitled to full preemptive or preferential rights, as such rights have been
heretofore defined at common law, to purchase and/or subscribe for his
proportionate part of any shares which may be issued at any time by this
corporation.

     IN WITNESS WHEREOF, the undersigned, constituting the incorporators and
first directors of this corporation, have executed these Articles of
Incorporation on this 6th day of July, 1973.


                                        /s/ Garry L. Fritzinger
                                        ----------------------------------------
                                        GARY L. FRITZINGER


                                        /s/ Maxie Hymas
                                        ----------------------------------------
                                        MAXIE HYMAS


                                        /s/ Hillas F. Cole
                                        ----------------------------------------
                                        HILLAS F. COLE


                                        3



STATE OF CALIFORNIA )
                    : ss
COUNTY OF RIVERSIDE )

     On July 6, 1973, before me, a Notary Public in and for said County and
State, personally appeared GARY L. FRITZINGER, MAXIE HYMAS, AND HILLAS F. COLE,
known to me to be the persons whose names are subscribed to the foregoing
Articles of Incorporation, and acknowledged to me that they executed the same.

     WITNESS my hand and Official Seal.


                                       /s/ Elizabeth L. Domenigen
                                       -----------------------------------------
                                       Notary Public in and for County and State

EX-3.85

                                                                    Exhibit 3.85

                                     BY-LAWS

                                       of

                      HEMET VALLEY AMBULANCE SERVICE, INC.

                            a California corporation

                                   ----------

                                    ARTICLE I

                              SHAREHOLDERS' MEETING

Section 1. Place of Meetings.

          All meetings of the shareholders shall be held at the office of the
corporation, in the state of California, or at some other appropriate and
convenient location as may be designated for that purpose from time to time by
the Board of Directors.

Section 2. Annual Meetings.

          The annual meeting of the shareholders shall be held, each year, at
the time and on the day following:

          Time of Meeting: 10:00 A.M.
          Date of Meeting: 15th day of May

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

Section 3. Special Meetings.

          Special meetings of the shareholders for any purpose or purposes may
be called at any time by the president, a vice-president, the secretary, an
assistant secretary, or by the Board of Directors, or by one or more
shareholders holding not less than one-fifth (1/5) of the voting power of the
corporation. Upon request in writing by registered mail to the president, a
vice-president, the secretary or an assistant secretary, directed to such
officers at the principal office of the corporation, in California, or delivered
to such officer in person by any person entitled to call a meeting of
shareholders, it shall be the duty of such officer forthwith to cause notice to
be given to the shareholders entitled to vote of a meeting to be held at such
time as such officer may fix not less than ten nor more than sixty days after
the receipt of such request. If such notice shall not be given within seven days
after the date of mailing or date of delivery of such request, the



person or persons calling the meeting may fix the time of meeting and give
notice thereof in the manner provided by these By-laws.

Section 4. Notice of Meetings.

          Notices of meetings, annual or special, shall be given in writing to
shareholders entitled to vote by the secretary or the assistant secretary, or if
there be no such officer, or in the case of his neglect or refusal, by any
director or shareholder.

          Such notices shall be sent to the shareholder's address appearing on
the books of the corporation, or supplied by him to the corporation for the
purpose of notice, but not less than seven days before such meeting.

          Notice of any meeting of shareholders shall specify the place, the day
and the hour of meeting, and in case of special meeting, as provided by the
Corporations Code of California, the general nature of the business to be
transacted.

          If a shareholder supplies no address, notice shall be deemed to have
been given to him if mailed to the place where the principal office of the
company, in California, is situated, or published at least once in some
newspaper of general circulation in the County of said principal office. Such
notice shall specify the place, the day and hour of the meeting, and in the case
of special meetings, the general nature of the business to be transacted.

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

Section 5. Consent to Shareholders' Meetings.

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

Section 6. Shareholders Acting Without A Meeting.

          Any action which may be taken at a meeting of the shareholders, may be
taken without a meeting if authorized by a writing signed by all of the
shareholders entitled to vote at a meeting for such purpose, and filed with the
secretary of the corporation.

Section 7. Quorum.

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


                                       2



requisite amount of voting shares shall be represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.

Section 8. Voting Rights; Cumulative Voting.

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

          Every shareholder entitled to vote at any election for directors of
any corporation for profit may cumulate his votes and give one candidate a
number of votes equal to the number of directors to be elected multiplied by the
number of votes to which his shares are entitled, or distribute his votes on the
same principle among as many candidates as he thinks fit.

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

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

Section 9. Proxies.

          Every shareholder entitled to vote, or to execute consents, may do so,
either in person or by written proxy, executed in accordance with the provisions
of Section 2225 of the Corporations Code of California and filed with the
secretary of the corporation.

Section 10. Organization.

          The president, or in the absence of the president, any vice-president,
shall call the meeting of the shareholders to order, and shall act as chairman
of the meeting. In the absence of the president and all of the vice-presidents,
shareholders shall appoint a chairman for such meeting. The secretary of the
company shall act as secretary of all meetings of the shareholders, but in the
absence of the secretary at any meeting of the shareholders, the presiding
officer may appoint any person to act as secretary of the meeting.

Section 11. Inspectors of Election.


                                       3



          In advance of any meeting of shareholders the Board of Directors may,
if they so elect, appoint inspectors of election to act at such meeting or any
adjournments thereof. If inspectors of election be not so appointed, the
chairman of any such meeting may, and on the request of any shareholder or his
proxy shall, make such appointment at the meeting. The number of inspectors
shall be either one or three.

                                   ARTICLE II

                              DIRECTORS; MANAGEMENT

Section 1. Powers.

          Subject to the limitation of the Articles of Incorporation, of the
By-laws, and of the laws of the State of California as to action to be
authorized or approved by the shareholders, all corporate powers shall be
exercised by or under authority of, and the business and affairs of this
corporation shall be controlled by, a Board of Directors.

Section 2. Number and Qualification.

          The authorized number of directors of the corporation shall be as
follows: Three (3) directors.

Section 3. Election and Tenure of Office.

          The directors shall be elected by ballot at the annual meeting of the
shareholders, to serve for one year or until their successors are elected and
have qualified. Their term of office shall begin immediately after election.

Section 4. Vacancies.

          Vacancies in the Board of Directors may be filled by a majority of the
remaining directors, though less than a quorum, or by a sole remaining director,
and each director so elected shall hold office until his successor is elected at
an annual meeting of shareholders or at a special meeting called for that
purpose.

          The shareholders may at any time elect a director to fill any vacancy
not filled by the directors, and may elect the additional directors at the
meeting at which an amendment of the By-laws is voted authorizing an increase in
the number of directors.

          A vacancy or vacancies shall be deemed to exist in case of the death,
resignation or removal of any director, or if the shareholders shall increase
the authorized number of directors but shall fail at the meeting at which such
increase is authorized, or at an adjournment thereof, to elect the additional
director so provided for, or in case the shareholders fail at any time to elect
the full number of authorized directors.

          If the Board of Directors accepts the resignation of a Director
tendered to take effect at a future time, the Board, or the shareholders, shall
have power to elect a successor to take office when the resignation shall become
effective.

          No reduction of the number of directors, shall have the effect of
removing any director prior to the expiration of his term of office.

Section 5. Removal of Directors.


                                       4



          The entire Board of Directors or any individual director may be
removed from office as provided by Section 810 of the Corporations Code of the
State of California.

Section 6. Place of Meetings.

          Meetings of the Board of Directors shall be held at the office of the
corporation in the State of California, as designated for that purpose, from
time to time, by resolution of the Board of Directors or written consent of all
of the members of the Board. Any meeting shall be valid, wherever held, if held
by the written consent of all members of the Board of Directors, given either
before or after the meeting and filed with the Secretary of the corporation.

Section 7. Organization Meetings.

          The organization meetings of the Board of Directors shall be held
immediately following the adjournment of the annual meetings of the
shareholders.

Section 8. Other Regular Meetings.

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

          Time of Regular Meeting: 10:00 A.M.
          Date of Regular Meeting  15th day of each month.

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

Section 9. Special Meetings - Notices.

          Special meetings of the Board of Directors for any purpose or purposes
shall be called at any time by the president or if he is absent or unable or
refuses to act, by any vice-president or by any two directors.

          Written notice of the time and place of special meetings shall be
delivered personally to the directors or sent to each director by letter or by
telegram, charges prepaid, addressed to him at his address as it is shown upon
the records of the corporation, or if it is not so shown on such records or is
not readily ascertainable, at the place in which the meetings of the directors
are regularly held. In case such notice is mailed or telegraphed, it shall be
deposited in the United States mail or delivered to the telegraph company in the
place in which the principal office of the corporation is located at least
forty-eight (48) hours prior to the time of the holding of the meeting. In case
such notice is delivered as above provided, it shall be so delivered at least
twenty-four (24) hours prior to the time of the holding of the meeting. Such
mailing, telegraphing or delivery as above provided shall be due, legal and
personal notice to such director.

Section 10. Waiver of Notice.

          When all of the directors are present at any directors' meeting,
however called or noticed, and sign a written consent thereto on the records of
such meeting, or, if a majority of the directors are present, and if those not
present sign in writing a waiver of notice of such meeting, whether prior to or
after the holding of such meeting, which said waiver shall be filed with the
Secretary of the corporation, the transactions thereof are as valid as if had at
a meeting regularly called and noticed.


                                       5



Section 11. Directors Acting Without a Meeting by Unanimous Written Consent.

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

Section 12. Notice of Adjournment.

          Notice of the time and place of holding an adjourned meeting need not
be given to absent directors if the time and place be fixed at the meeting
adjourned.

Section 13. Quorum.

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

Section 14. Compensation of Directors.

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

Section 15. Executive Committee.

          An executive committee may be appointed by resolution passed by a
majority of the whole Board. The executive committee shall be composed of
members of the Board, and shall have such powers as may be expressly delegated
to it by resolution of the Board of Directors. It shall act only in the
intervals between meetings of the Board and shall be subject at all times to the
control of the Board of Directors.

                                   ARTICLE III

                                    OFFICERS

Section 1. Officers.

          The officers of the corporation shall be a president, a
vice-president, a secretary and a treasurer. The corporation may also have, at
the discretion of the Board of Directors, a chairman of the board, one or more
additional vice-presidents, one or more assistant secretaries, one or more
assistant treasurers, and such other officers as may be appointed in accordance
with the provisions of Section 3 of this Article. One person may hold two or
more offices, except those of president and secretary.

Section 2. Election.


                                       6



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

Section 3. Subordinate Officers, Etc.

          The Board of Directors may appoint such other officers as the business
of the corporation may require, each of whom shall hold office for such period,
have such authority and perform such duties as are provided in the By-laws or as
the Board of Directors may from time to time determine.

Section 4. Removal and Resignation.

          Any officer may be removed, either with or without cause, by a
majority of the directors at the time in office, at any regular or special
meeting of the Board, or, except in case of an officer chosen by the Board of
Directors, by any officer upon whom such power of removal may be conferred by
the Board of Directors.

          Any officer may resign at any time by giving written notice to the
Board of Directors, or to the president, or to the secretary of the corporation.
Any such resignation shall take effect at the date of the receipt of such notice
or at any later time specified therein; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.

Section 5. Vacancies.

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

Section 6. Chairman of the Board.

          The Chairman of the Board, if there shall be such an officer, shall,
if present, preside at all meetings of the Board of Directors, and exercise and
perform such other powers and duties as may be from time to time assigned to him
by the Board of Directors or prescribed by the By-laws.

Section 7. President.

          Subject to such supervisory powers, if any, as may be given by the
Board of Directors to the Chairman of the Board, if there be such an officer,
the President shall be the chief executive officer of the corporation and shall,
subject to the control of the Board of Directors, have general supervision,
direction and control of the business and officers of the corporation. He shall
preside at all meetings of the shareholders and in the absence of the Chairman
of the Board, or if there be none, at all meetings of the Board of Directors. He
shall be ex officio a member of all the standing committees, including the
executive committee, if any, and shall have the general powers and duties of
management usually vested in the office of president of a corporation, and shall
have such other powers and duties as may be prescribed by the Board of Directors
or the By-laws.


                                       7



Section 8. Vice-President.

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

Section 9. Secretary.

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

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

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

Section 10. Treasurer.

          The treasurer shall keep and maintain, or cause to be kept and
maintained, adequate and correct accounts of the properties and business
transactions of the corporation, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, capital, surplus and shares. Any
surplus, including earned surplus, paid-in surplus and surplus arising from a
reduction of stated capital, shall be classified according to source and shown
in a separate account. The books of account shall at all reasonable times be
open to inspection by any director.

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

                                   ARTICLE IV

                   CORPORATE RECORDS AND REPORTS -- INSPECTION

Section 1. Records.


                                       8



          The corporation shall maintain adequate and correct accounts, books
and records of its business and properties. All of such books, records and
accounts shall be kept at its principal place of business in the State of
California, as fixed by the Board of Directors from time to time.

Section 2. Inspection of Books and Records.

          All books and records provided for in Section 3003 of the Corporations
Code of California shall be open to inspection of the directors and shareholders
from time to time and in the manner provided in said Section 3003.

Section 3. Certification and Inspection of By-laws.

          The original or a copy of these By-laws, as amended or otherwise
altered to date, certified by the Secretary, shall be open to inspection by the
shareholders of the company, as provided in Section 502 of the Corporations Code
of California.

Section 4. Checks, Drafts, Etc.

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

Section 5. Contracts, Etc. -- How Executed.

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

Section 6. Annual Report.

          The Board of Directors shall cause an annual report or statement to be
sent to the shareholders of this corporation not later than 120 days after the
close of the fiscal or calendar year in accordance with the provisions of
Sections 3006 - 3010 of the Corporations Code of the State of California.

                                    ARTICLE V

                       CERTIFICATES AND TRANSFER OF SHARES

Section 1. Certificates for Shares.

          Certificates for shares shall be of such form and device as the Board
of Directors may designate and shall state the name of the record holder of the
shares represented thereby; its number; date of issuance; the number of shares
for which it is issued; the par value, if any, or a statement that such shares
are without par value; a statement of the rights, privileges, preferences and
restrictions, if any; a statement as to the redemption or conversion, if any; a
statement of


                                       9



liens or restrictions upon transfer or voting, if any; if the shares be
assessable or, if assessments are collectible by personal action, a plain
statement of such facts.

          Every certificate for shares must be signed by the President or a
Vice-President and the Secretary or an Assistant Secretary or must be
authenticated by facsimiles of the signatures of the President and Secretary or
by a facsimile of the signature of its President and the written signature of
its Secretary or an Assistant Secretary. Before it becomes effective every
certificate for shares authenticated by a facsimile of a signature must be
countersigned by a transfer agent or transfer clerk and must be registered by an
incorporated bank or trust company, either domestic or foreign, as registrar of
transfers.

Section 2. Transfer on the Books.

          Upon surrender to the Secretary or transfer agent of the corporation
of a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.

Section 3. Lost or Destroyed Certificates.

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

Section 4. Transfer Agents and Registrars.

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

Section 5. Closing Stock Transfer Books.

          The Board of Directors may close the transfer books in their
discretion for a period not exceeding thirty days preceding any meeting, annual
or special, of the shareholders, or the day appointed for the payment of a
dividend.

Section 6. Legend Condition.

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


                                       10



                                   ARTICLE VI

                                 CORPORATE SEAL

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

                                   ARTICLE VII

                              AMENDMENTS TO BY-LAWS

Section 1. By Shareholders.

          New By-laws may be adopted or these By-laws may be repealed or amended
at their annual meeting, or at any other meeting of the shareholders called for
that purpose, by a vote of shareholders entitled to exercise a majority of the
voting power of the corporation, or by written assent of such shareholders.

Section 2. Powers of Directors.

          Subject to the right of the shareholders to adopt, amend or repeal
By-laws, as provided in Section 1 of this Article VII, the Board of Directors
may adopt, amend or repeal any of these By-laws other than a By-law or amendment
thereof changing the authorized number of directors.

Section 3. Record of Amendments.

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


                                       11



                      CERTIFICATE OF ADOPTION OF BY-LAWS OF

                            a California corporation.

Adoption by Board of Directors.

          The undersigned, being all of the persons appointed in the Articles of
Incorporation to act as the first Board of Directors of the above named
corporation (or being their duly appointed successors) hereby assent to the
foregoing By-laws, and adopt the same as the By-laws of said corporation.

          IN WITNESS WHEREOF, we have hereunto set our hands this 27th day of
July, 1973.

(Directors' Signatures)

                                    )
/s/ Gary L. Fritzinger              )
- ---------------------------------   )
Name Gary L. Fritzinger             )
                                    )

/s/ Maxie Hymas                     )
- ---------------------------------   )
Name Maxie Hymas                    )
                                    )

/s/ Hillas F. Cole                  )
- ---------------------------------   )   Directors.
Name Hillas F. Cole                 )
                                    )

- ---------------------------------   )
Name                                )
                                    )

- ---------------------------------   )
Name                                )

Certificate by Secretary of Adoption by Directors.

THIS IS TO CERTIFY:

          That I am the duly elected, qualified and acting secretary of the
above named corporation and that the above and foregoing By-laws were adopted as
the By-laws of said corporation on the date set forth above by the persons
appointed in the Articles of Incorporation to act as the first directors of said
corporation, or their duly appointed successors.

          IN WITNESS WHEREOF, I have hereunto set my hand this 27th day of July,
1973.


                                             /s/ Hillas F. Cole
                                             -----------------------------------
                                             Secretary Hillas F. Cole


                                       12

EX-3.86

                                                                    Exhibit 3.86

                                 STATE OF HAWAII
                   DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
                         Business Registration Division
                              1010 Richards Street
              Mailing Address: P.O. Box 40, Honolulu, Hawaii 96810

                               ARTICLES OF MERGER
                            (Subsidiary into Parent)
                    (Section 415-75, Hawaii Revised Statutes)

PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK

The undersigned, duly authorized officers of the corporation submitting these
Articles of Merger, certify as follows:

1.    The name and state of incorporation of the parent or surviving corporation
      is:

      INTERNATIONAL LIFE SUPPORT, INC.   Hawaii
      (Type/Print Corporate Name)        (State)

2.    The name and state of incorporation of the merging or subsidiary
      corporation is:

      American Ambulance Service, Inc.   Hawaii
      (Type/Print Corporate Name)        (State)

3.    The surviving corporation owns at least 90% of the issued and outstanding
      shares of the merging corporation.

4.    The Plan of Merger is attached.

5.    A copy of the Plan of Merger was mailed to all of the shareholders of the
      subsidiary corporation on       n/a
                                (Month Day Year)

                                                     Number of Outstanding
6.                                                   Shares of the Subsidiary,
      Number of Outstanding Shares                   owned by the Parent
      of the Subsidiary Corporation   Class/Series   Corporation
      2,400                           common         2,400

7.    The merger is effective on the date and time of filing or at a later date
      and time, no more than 30 days after the filing, if so stated. Check only
      one of the following statements:

[ ]   Merger is effective on the date and time of filing.

[x]   Merger is effective on August 31, 1999, at 11:59 p.m., Hawaiian Standard
      Time, which date is not later than 30 days after filing.



We certify under the penalties of Section 415-136, Hawaii Revised Statutes, that
we have read the above statements and that the same are true and correct.

Witness our hands this 25 day of August, 1999.

Parent or Surviving corporation: INTERNATIONAL LIFE SUPPORT, INC.
                                    (Type/Print Corporate Name)

Joshua T. Gaines,                      Gino Porazzo,
Vice President & Asst Secretary        Vice President & Asst Secretary
- ------------------------------------   -----------------------------------------
(Type/Print Name & Title)              (Type/Print Name & Title)


/s/ Joshua T. Gaines                   /s/ Gino Porazzo
- ------------------------------------   -----------------------------------------
(Signature of Officer)                 (Signature of Officer)

(See Reverse Side For Instructions)


                                        2



                                 PLAN OF MERGER

THIS PLAN OF MERGER sets forth the plan whereby AMERICAN AMBULANCE SERVICE, INC.
(the "Subsidiary Corporation") is to be merged with and into INTERNATIONAL LIFE
SUPPORT, INC. (the "Parent Corporation"), with the Parent Corporation to be the
surviving corporation.

(1) The name of the Subsidiary Corporation is AMERICAN AMBULANCE SERVICE, INC.,
and its jurisdiction of incorporation is the State of Hawaii. The name of the
Parent Corporation, which owns one hundred percent (100%) of the shares of the
Subsidiary Corporation, is INTERNATIONAL LIFE SUPPORT, INC., and its
jurisdiction of incorporation is the State of Hawaii. The Parent Corporation is
hereinafter also designated as the "Surviving Corporation."

(2) The Subsidiary Corporation will be merged with and into the Parent
Corporation, and, in the merger, all shares of the Subsidiary Corporation will
be cancelled.

(3) The articles of incorporation and bylaws of the Parent Corporation will be
the articles of incorporation and bylaws of the Surviving Corporation, without
change; and the directors and officers of the Parent Corporation will be the
directors and officers of the Surviving Corporation.

(4) The effective date of the merger shall be August 31, 1999.



                                 STATE OF HAWAII
                   DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
                         Business Registration Division
                              1010 Richards Street
              Mailing Address: P.O. Box 40, Honolulu, Hawaii 96810

                               ARTICLES OF MERGER
                    (Section 415-75, Hawaii Revised Statutes)

PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK

The undersigned, duly authorized officers of the corporation submitting these
Articles of Merger, certify as follows:

1.   The name and state of incorporation of the corporations proposing to merge
     are:
     International Life Support, Inc.       Hawaii
     (Type/Print Corporate Name)            (State)

     American Medical Response West, Inc.   Colorado
     (Type/Print Corporate Name)            (State)

2.   The name and state of incorporation of the surviving corporation is:
     International Life Support, Inc.       Hawaii
     (Type/Print Corporate Name)            (State)

3.   The Plan of Merger is attached.

4.   Vote of the shareholders of the surviving corporation:

Number of Shares Outstanding
13,217

Class/Series
Common $1.00 par

Number of Shares Voting For the Merger
13,217

Number of Shares Voting Against the Merger
0

5.   Vote of the shareholders of the merging corporation:

Number of Shares Outstanding
100

Class/Series
Common $.01 par



Number of Shares Voting For the Merger
100

Number of Shares Voting Against the Merger
0

6. The merger is effective on the date and time of filing or at a later date and
time, no more than 30 days after the filing, if so stated. Check only one of the
following statements.

[x]  Merger is effective on the date and time of filing.

[ ] Merger is effective on _____, at _____, Hawaiian Standard Time, which date
is not later than 30 days after filing.

We certify under the penalties of Section 415-136, Hawaii Revised Statutes, that
we have read the above statements and that they are true and correct.

Witness our hands this 23 day of June, 1997.

Surviving corporation: International Life Support, Inc.
                       (Type/Print Corporate Name)

Jack H. Gould, President
(Type/Print Name & Title)


/s/ Jack H. Gould, Pres
- -------------------------------------
(Signature of Officer)


Karen H. Gould, Secretary & Treasurer
(Type/Print Name & Title)


/s/ Karen H. Gould, Sec-TR
- -------------------------------------
(Signature of Officer)

Merging corporation: American Medical Response West, Inc.
                     (Type/Print Corporate Name)


Joshua T. Gaines, Vice President
(Type/Print Name & Title)


/s/ Jack T Gaines
- -------------------------------------
(Signature of Officer)


David C. Colby, Vice President
(Type/Print Name & Title)


/s/ David C. Colby
- -------------------------------------
(Signature of Officer)

(See Reverse Side for Instructions)


                                        2



PLAN OF MERGER adopted by resolution of the Board of Directors of American
Medical Response West, Inc., a business corporation organized under the laws of
the State of Colorado, on June 23, 1997, and adopted on June 20, 1997 by
resolution of the Board of Directors of International Life Support, Inc., a
business corporation organized under the laws of the State of Hawaii. The names
of the corporations planning to merge are American Medical Response West, Inc.,
a business corporation organized under the laws of the State of Colorado, and
International Life Support, Inc., a business corporation organized under the
laws of the State of Hawaii. The name of the surviving corporation to which
American Medical Response West, Inc. plans to merge is International Life
Support, Inc.

1. American Medical Response West, Inc. and International Life Support, Inc.,
shall, pursuant to the provisions of the State of Colorado and the provisions of
the Hawaii Business Corporation Act, be merged with and into a single
corporation, to wit, International Life Support, Inc., which shall be the
surviving corporation at the effective time and date of the merger and which is
sometimes hereinafter referred to as the "surviving corporation", and which
shall continue to exist as said surviving corporation under its present name
pursuant to the provisions of the Hawaii Business Corporation Act. The separate
existence of American Medical Response West, Inc., which is sometimes
hereinafter referred to as the "non-surviving corporation", shall cease at the
effective time and date of the merger in accordance with the laws of the
jurisdiction of its organization.

2. The Articles of Incorporation of the surviving corporation at the effective
time and date of the merger shall be the Articles of Incorporation of said
surviving corporation; and said Articles of Incorporation shall continue in full
force and effect until amended and changed in the manner prescribed by the
provisions of the Hawaii Business Corporation Act.

3. The present by-laws of the surviving corporation will be the by-laws of said
surviving corporation and will continue in full force and effect until changed,
altered, or amended as therein provided and in the manner prescribed by the
provisions of the laws of the Hawaii Business Corporation Act.

4. The directors and officers in office of the surviving corporation at the
effective date of the merger shall be the members of the first Board of
Directors and the first officers of the surviving corporation, all of whom shall
hold their directorships and offices until the election and qualification of
their respective successors or until their tenure is otherwise terminated in
accordance with the by-laws of the surviving corporation.

5. Each issued share of the non-surviving corporation immediately prior to the
effective date of the merger shall, at the effective time and date of the
merger, be converted into one share of the surviving corporation. Each issued
share of common stock of International Life Support, Inc. outstanding
immediately prior to the Effective Time will be converted, at the effective time
and date of the merger, into the right to receive the quotient of the merger
consideration divided by the number of shares of common stock of International
Life Support, Inc. outstanding at that time. The total merger consideration ($x)
will be divided by all of the shares of International Life Support, Inc.
outstanding immediately prior to the merger (y). Each share entitles its holder
to receive value equal to $x/y.



6. The merger of the non-surviving corporation with and into the surviving
corporation shall be in the manner prescribed by the laws of the jurisdiction of
organization of the non-surviving corporation, and the Plan of Merger herein
made and approved shall be submitted to the shareholders of the non-surviving
corporation, and the Plan of Merger herein made and approved shall be submitted
to the shareholders of the surviving corporation for their approval or rejection
in the manner prescribed by the provisions of the Hawaii Business Corporation
Act.

7. In the event that the merger of the non-surviving corporation with and into
the surviving corporation shall have been duly authorized in compliance with the
laws of the jurisdiction of organization of the non-surviving corporation, and
in the event that the Plan of Merger shall have been approved by the
shareholders entitled to vote of the surviving corporation in the manner
prescribed by the provisions of the Hawaii Business Corporation Act, the
non-surviving corporation and the surviving corporation hereby stipulate that
they will cause to be executed and filed and/or recorded any document or
documents prescribed by the laws of the State of Colorado and of the State of
Hawaii, and that they will cause to be performed by all necessary acts therein
and elsewhere to effectuate the merger.

8. The Board of Directors and the proper officers of the non-surviving
corporation and of the surviving corporation, respectively, are hereby
authorized, empowered, and directed to do any and all acts and things, and to
make, execute, deliver, file, and/or record any and all instruments, papers, and
documents which shall be or become necessary, proper, or convenient to carry out
or put into effect any of the provisions of this Plan of Merger or of the merger
herein provided for.



                                 STATE OF HAWAII
                   DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
                         Business Registration Division
                              1010 Richards Street
              Mailing Address: P.O. Box 40, Honolulu, Hawaii 96810

                              ARTICLES OF AMENDMENT
                    (Section 415-61, Hawaii Revised Statutes)

The undersigned. duly authorized officers of the corporation submitting these
Articles of Amendment, certify as follows:

1.   The name of the corporation is:
     International Life Support, Inc.

2.   The Amendment(s) adopted are attached to these Articles of Amendment.

3.   The total number of shares outstanding is: 11,500

4.   If adoption of the amendment(s) was at a meeting, complete the following:
     The meeting of the shareholders was held on 9        2     88
                                                 (Month   Day   Year)

Class/Series
Common

Number Voting For Amendment
11,500

Number Voting Against Amendment
- - 0 -

5.   If adoption of the amendment(s) was by unanimous consent, complete the
     following: By written consent dated         N/A,
                                         (Month   Day   Year)
the shareholders unanimously adopted the amendment(s).

6. If the amendment(s) provides for any exchange, reclassification, or
cancellation of issued shares, attach a statement describing the manner in which
the exchange, reclassification, or cancellation shall be effected. N/A

7. If amendment(s) effects a change in the amount of the stated capital, give
the amount of the stated capital as changed: N/A

We certify under the penalties of Section 415-136, Hawaii Revised Statutes, that
we have read the above statements, and that the same are true and correct.

Witness our hands this 2 day of September, 1988.



Jack Gould, President
(Type/Print Name & Title)


/s/ Jack H. Gould, Pres
- -------------------------------------
(Signature of Officer)


Karen H. Gould, Secretary
(Type/Print Name & Title)


/s/ Karen H. Gould, Secretary
- -------------------------------------
(Signature of Officer)

(See Reverse Side For Instructions)



                                STATE OF HAWAII
                       DEPARTMENT OF REGULATORY AGENCIES
                         Business Registration Division
                              1010 Richards Street
              Mailing Address: P.O. Box 40, Honolulu, Hawaii 96810

In the Matter of the Amendment of the Articles of Incorporation of PHYSICIAN'S
AMBULANCE SERVICE, INC.

                            CERTIFICATE OF AMENDMENT

The undersigned duly authorized officers of Physician's Ambulance Service, Inc.,
a Hawaii corporation, do hereby certify as follows:

(line out inapplicable statement)

B. That all of the stockholders of the corporation entitled to vote have
consented in writing, in lieu of a meeting, to amend the Articles of
Incorporation by deleting the name "Physician's Ambulance Service, Inc."
wherever it appears in the Articles of Incorporation, and inserting in lieu
thereof the name "International Life Support, Inc.".

IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 25 day of
July, 1979.


/s/ Jack H. Gould, President
- ------------------------------------
Office Held:


/s/ Karen H. Gould, Secretary
- ------------------------------------
Office Held:

STATE OF HAWAII           )
                          ) ss.
City & County of Honolulu )

JACK H. GOULD and KAREN H. GOULD being first duly sworn on oath depose and say
that they are the President and Secretary, respectively, of Physician's
Ambulance Service, Inc.; that as such officers they are duly authorized to sign
the foregoing Certificate of Amendment; and that they have read the said
Certificate, know the contents thereof, and that the same are true.


/s/ Jack H. Gould, President
- ------------------------------------
Office Held:


/s/ Karen H. Gould, Secretary
- ------------------------------------
Office Held:



Subscribed and sworn to before me this 25 day of July, 1979.


/s/ X
- ------------------------------------
Notary Public First Judicial Circuit
   State of Hawaii
My Commission expires: 2/1/81

(See reverse side for instructions)



                                STATE OF HAWAII
                       DEPARTMENT OF REGULATORY AGENCIES
                         Business Registration Division
                              1010 Richards Street
                 Mailing Address: P.O. Box 40, Honolulu, Hawaii

In the matter of the increase of the authorized capital stock of PHYSICIAN'S
AMBULANCE SERVICE, INC.

CERTIFICATE RE INCREASE OF AUTHORIZED CAPITAL STOCK

The undersigned LAWRENCE R. WALTER and LYNN M. WALTER duly authorized officers
of PHYSICIAN'S AMBULANCE SERVICE, INC., a Hawaii corporation, being first duly
sworn under oath, depose and affirm as follows:

That a meeting of the stockholders of the said corporation was duly called for
the purpose of increasing the authorized capital stock, and was held at 1834
Nuuanu Avenue on the 10th day of December, 1970;

That at said meeting 3300 shares of the common stock out of a total of 3300
shares outstanding and entitled to vote for such purpose were represented, and 0
shares of the preferred stock out of a total of 0 shares outstanding and
entitled to vote for such purpose were represented;

That it was voted by 3300 shares of the common stock and by 0 shares of the
preferred stock to increase the capital stock of said corporation from $3,300.00
to $30,000.00 common by authorizing the issuance of 26,700 new shares of the par
value of $1.00 each, and/or from $0 to $0 preferred by authorizing the issuance
of 0 new shares of the par value of $0 each.

And in compliance with the requirements of law, the aforesaid officers further
depose and affirm:

That the present authorized capital stock of said corporation is $3300.00 common
and $0 preferred;

That the amount to which the capital stock of said corporation may be increased
under its articles of association or charter is $200,000.00 common and/or
preferred, being $200,000.00 in the aggregate;

That at least ten (10) percent of the total authorized capital stock as
increased has been paid in., in cash or property.

(It must be stated above that not less than ten per cent of the total authorized
capital stock as increased has been paid in, in cash or property, or that the
corporation holds cash or property of a value equal to ten per cent of the total
authorized capital stock as increased.)



Subscribed and sworn to before me this 11 day of December, 1970.


/s/ X
- ----------------------------------------
Notary Public, First Judicial Circuit,
State of Hawaii


/s/ Lawrence R. Walter  President
- ----------------------------------------
Office held:


/s/ Lynn M. Walter  Vice-President
- ----------------------------------------
Office held:

(Instructions on reverse side)



                       SUPPLEMENTAL AFFIDAVIT OF OFFICERS

STATE OF HAWAII             )
                            )
CITY AND COUNTY OF HONOLULU )

LAWRENCE R. WALTER and LEWELLYN J. WALTER, each being severally and duly sworn,
depose and say: That they are the President and Secretary-Treasurer respectively
of PHYSICIAN'S AMBULANCE SERVICE, INC.; that the amount of the authorized
capital stock of said corporation is the sum of Three Thousand Three Hundred
Dollars ($3,300.00); that Three Thousand Three Hundred (3,300) shares is the
number of authorized shares of said corporation; that the par value of such
shares is One Dollar ($1.00) each; that the names of the subscribers for shares,
the number of shares subscribed for by each subscriber, the subscription price
in cash and other personal property for the shares subscribed for by each
subscriber, the amount of the capital paid in cash and other personal property
by each subscriber and a summary description of the personal property other than
cash to be acquired by the corporation in return for stock are as follows:



                                                                   AMOUNT OF CAPITAL
                                         SUBSCRIPTION PRICE FOR    PAID IN CASH AND
                                          THE SHARES SUBSCRIBED   PERSONAL PROPERTY
                                               FOR BY EACH        OTHER THAN CASH BY
                           NUMBER OF          SUBSCRIBER IN         EACH SUBSCRIBER
                            SHARES       ----------------------   ------------------
                        SUBSCRIBED FOR                 OTHER                  OTHER
                            BY EACH                  PERSONAL               PERSONAL
NAMES OF SUBSCRIBERS      SUBSCRIBER         CASH    PROPERTY       CASH    PROPERTY
- ---------------------   --------------     -------   --------     -------   --------
                                                             
Lawrence R. Walter            625          $142.00    $483.00     $142.00    $117.00
Melvin R. Walter              500           114.00     386.00      114.00      93.00
Eloise C. Walter as
custodian for Lynn M.
Walter                        500           114.00     386.00      114.00      93.00
Richard D. Giles              375            85.00     290.00       85.00      70.00
Lewellyn J. Walter            500           114.00     386.00      114.00      93.00




                                 STATE OF HAWAII
                        DEPARTMENT OF REGULATORY AGENCIES
                         Business Registration Division
                                    Honolulu

                             Articles of Association
                                       of
                       PHYSICIAN'S AMBULANCE SERVICE, INC.

Know All Men By These Presents:

That the undersigned do hereby mutually agree upon and enter into the following
Articles of Association:

Article I

The name of the Corporation shall be PHYSICIAN'S AMBULANCE SERVICE, INC.

Article II

The place of the principal office of the Corporation shall be in the City and
County of Honolulu, State of Hawaii. Upon its incorporation, the address of the
Corporation will be 1519 Nuuanu Avenue, #31, Honolulu, Hawaii.

Article III

Section 1. The purposes for which this Corporation is organized are the
following:

(a) To operate and maintain a hearse and ambulance service.

(b) To undertake and carry on any business, investment, transaction, venture or
enterprise which may be lawfully undertaken or carried on by a corporation and
any business whatsoever which may seem to the Corporation convenient or suitable
to be undertaken whereby it may directly or indirectly promote any of its
general purposes or interests or render more valuable or profitable any of its
property, rights, interests, or enterprises; and, for any of the purposes
mentioned in these Articles, to acquire by purchase, lease or otherwise, the
property, rights, franchises, assets, business and goodwill of any person, firm,
association, partnership or corporation engaged in or authorized to conduct any
business or undertaking which may be carried on by this Corporation or possessed
of any property suitable or useful for any of its own purposes, and carry on the
same, and undertake all or any part of the obligations and liabilities in
connection therewith, on such terms and conditions and for such consideration as
may be agreed upon, and to pay for the same either all or partly in cash,
stocks, bonds, debentures, or other forms of assets and securities, either of
this Corporation or otherwise; and to effect any such acquisition or carry on
any business authorized by these Articles of Association, either by directly
engaging therein, or indirectly by acquiring the shares, stocks, or other
securities of such other business or entity, and holding and voting the same and
otherwise exercising and enjoying the rights and advantages incident thereto.



Section 2. And in furtherance of said purposes, the Corporation shall have all
powers, rights, privileges and immunities, and shall be subject to all of the
liabilities conferred or imposed by law upon corporations of this nature, and
shall be subject to and have all of the benefits of all general laws with
respect to corporations and shall also have the following additional powers;

(a) To borrow money or otherwise incur indebtedness with or without security and
to secure any indebtedness by deed of trust, mortgage, pledge, hypothecation or
other lien upon all or any part of the real or personal property of the
Corporation and to execute bonds, promissory notes, bills of exchange,
debentures or other obligations or evidences of indebtedness of all kinds,
whether secured or unsecured, and to owe debts in an amount which may at any
time be in excess of its capital stock;

(b) To purchase on commission or otherwise, subscribe for, hold, own, sell on
commission or otherwise, or otherwise acquire or dispose of and generally to
deal in stocks, scrips, bonds, notes, debentures, commercial papers, obligations
and securities, including, so far as permitted by law, its own issued shares of
capital stock or other securities, and also any other securities, or evidences
of indebtedness whatsoever, or any interest therein, and while the owner of the
same to exercise all the rights, powers and privileges of ownership;

(c) To draw, make, accept, endorse, assign, discount, execute and issue all such
bills of exchange, bills of lading, promissory notes, warrants and other
instruments to be assignable, negotiable or transferable by delivery or to
order, or otherwise, as the business of the Corporation shall require;

(d) To lend and advance money or to give credit, with or without security, to
such persons, firms, or corporations, and on such terms as may be thought fit;
and if with security, then upon mortgages, deeds of trust, pledges or other
hypothecations of interest therein or thereto;

(e) To enter into partnership contracts (as a general partner or as a limited
partner) with any other person or persons (natural or corporate), to enter into
agreements of joint venture with any such natural or corporate person or
persons, and to enter into and perform contracts, undertakings and obligations
of every kind and character to the same extent as if this Corporation were a
natural person; and

(f) To become surety for or guarantee any dividends, bonds, stocks, contracts,
debts, or other obligations, or undertakings of any other person, firm or
corporation, and to convey, transfer or assign, by way of pledge or mortgage,
all or any of the Corporation's property or rights, both present and future, to
secure the debts or obligations, present and future, of such persons, firms or
corporations, and on such terms and conditions as the Corporation may determine.

Article IV

The authorized capital stock of the Corporation shall be THREE THOUSAND THREE
HUNDRED DOLLARS ($3,300.00), divided into THREE THOUSAND THREE HUNDRED (3,300)
shares of common stock of the par value of ONE DOLLAR ($1.00) a share. The
Corporation shall have the privilege of subsequent extension of its capital
stock from time to time in the manner provided by law by the issuance of either
common or preferred stock to an


                                       -2-



amount not exceeding TWO HUNDRED THOUSAND DOLLARS ($200,000.00) in the
aggregate.

Article V

Section 1. The officers of the Corporation shall be a president, one or more
vice presidents, a secretary and a treasurer, who shall be elected or appointed
by the Board of Directors as shall be prescribed by the By-Laws.

Section 2. There shall be a Board of Directors of not less than three (3)
members, who need not be Stockholders, except as may otherwise be provided by
the By-Laws.

Section 3. All the powers and authority of the Corporation shall be vested in
and may be exercised by the Board of Directors except as otherwise provided by
law, these Articles of Association or the By-Laws of the Corporation.

Article VI

The following persons are the first officers and directors of the Corporation:



Name and Office                    Mailing Address
- ---------------                    ---------------
                                
Lawrence R. Walter, President &    1519 Nuuanu Avenue, #31,
Director                           Honolulu, Hawaii

Melvin R. Walter,                  589 Uluhaku Street, Kailua,
Director & Chairman of the Board   Hawaii

Lynn M. Walter,                    1519 Nuuanu Avenue, #31,
1st Vice President & Director      Honolulu, Hawaii

Richard D. Giles,                  1327 Nuuanu Avenue, #103,
2nd Vice President & Director      Honolulu, Hawaii

Lewellyn J. Walter,                1519 Nuuanu Avenue, #31,
Secretary-Treasurer & Director     Honolulu, Hawaii


Article VII

The Corporation shall have succession by its corporate name in perpetuity.

Article VIII

No Stockholder shall be liable for the debts of the Corporation beyond the
amount which may be due or unpaid upon any share or shares of stock of the
Corporation owned by him.


                                       -3-



IN WITNESS WHEREOF, the parties to these Articles of Association have hereunto
set their hands on the 28 day of September, 1965.


/s/ Lawrence R. Walter
- ----------------------------------------
LAWRENCE R. WALTER, President & Director


/s/ Melvin R. Walter
- ----------------------------------------
MELVIN R. WALTER, Director & Chairman
of the Board


/s/ Lynn  M. Walter
- ----------------------------------------
LYNN M. WALTER, 1st Vice President &
Director


/s/ Richard D. Giles
- ----------------------------------------
RICHARD D. GILES, 2nd Vice President &
Director


/s/ Lewellyn J. Walter
- ----------------------------------------
LEWELLYN J. WALTER, Secretary-Treasurer
& Director


                                       -4-



STATE OF HAWAII             )
                            ) SS.
CITY AND COUNTY OF HONOLULU )

On this 28 day of September, 1965, before me personally appeared LAWRENCE R.
WALTER, LYNN M. WALTER, RICHARD D. GILES and LWELLYN J. WALTER, to me known to
be the persons described in and who executed the foregoing instrument, and
acknowledged that they exacted the same as their free act and deed.


/s/ X
- ----------------------------------------
Notary Public, First Judicial Circuit,
State of Hawaii

My commission expires March 22, 1968

STATE OF HAWAII             )
                            ) SS.
CITY AND COUNTY OF HONOLULU )

On this 28 day of September, 1965, before me personally appeared MELVIN R.
WALTER, to me known to be the person described in and who executed the foregoing
instrument, and acknowledged that he executed the same as his free act and deed.


/s/ X
- ----------------------------------------
Notary Public, First Judicial Circuit,
State of Hawaii

My commission expires 11-15-67



                              AFFIDAVIT OF OFFICERS

STATE OF HAWAII             )
                            )
CITY AND COUNTY OF HONOLULU )

LAWRENCE R. WALTER and LEWELLYN J. WALTER, each being severally and duly sworn,
depose and say: That they are the President and Secretary-Treasurer respectively
of PHYSICIAN'S AMBULANCE SERVICE, INC.; that the amount of the authorized
capital stock of said corporation is the sum of Three Thousand Three Hundred
Dollars ($3,300.00); that Three Thousand Three Hundred (3,300) shares is the
number of authorized shares of said corporation; that the par value of such
shares is One Dollar ($1.00) each; that the names of the subscribers for shares,
the number of shares subscribed for by each subscriber, the subscription price
in cash and other personal property for the shares subscribed for by each
subscriber, the amount of the capital paid in cash and other personal property
by each subscriber and a summary description of the personal property other than
cash to be acquired by the corporation in return for stock are as follows:



                                                                   AMOUNT OF CAPITAL
                                         SUBSCRIPTION PRICE FOR    PAID IN CASH AND
                                          THE SHARES SUBSCRIBED   PERSONAL PROPERTY
                                               FOR BY EACH        OTHER THAN CASH BY
                           NUMBER OF          SUBSCRIBER IN         EACH SUBSCRIBER
                            SHARES       ----------------------   ------------------
                        SUBSCRIBED FOR                 OTHER                  OTHER
                            BY EACH                  PERSONAL               PERSONAL
NAMES OF SUBSCRIBERS      SUBSCRIBER         CASH    PROPERTY       CASH    PROPERTY
- ---------------------   --------------     -------   --------     -------   --------
                                                             
Lawrence R. Walter            625          $142.00    $483.00     $142.00    $117.00
Melvin R. Walter              500           114.00     386.00      114.00      93.00
Eloise C. Walter as
custodian for Lynn M.
Walter                        500           114.00     386.00      114.00      93.00
Richard D. Giles              375            85.00     290.00       85.00      70.00
Lewellyn J. Walter            500           114.00     386.00      114.00      93.00




                   SUMMARY DESCRIPTION OF ASSETS AND BUSINESS
             TO BE ACQUIRED BY THE CORPORATION IN RETURN FOR STOCK

The following assets and property are being transferred to PHYSICIAN'S AMBULANCE
SERVICE, INC. by WALTER BROS. MORTUARY ACCOMMODATION SERVICE on behalf of the
subscribers above mentioned in return for the shares of stock so noted:

Ambulance equipment: one all-level cot, 2 cots, stretcher, linen, first aid
supplies, 2 red lights and 2 sirens.

NET VALUATION: $466.00


/s/ Lawrence R. Walter
- ----------------------------------------
LAWRENCE R. WALTER, President


/s/ Lewellyn J. Walter
- ----------------------------------------
LEWELLYN J. WALTER, Secretary-Treasurer

Subscribed and sworn to before me this 29 day of September, 1965.


/s/ X
- ----------------------------------------
Notary Public, First Judicial Circuit,
State of Hawaii

My commission expires 11-15-67

EX-3.87

                                                                    Exhibit 3.87

                                     AMENDED

                                   BY-LAWS OF

                        INTERNATIONAL LIFE SUPPORT, INC.

                                    ARTICLE I

                                     Offices

     Section 1. Principal Office. The principal office of the corporation shall
be at such place in the City and County of Honolulu, State of Hawaii, and at
such other places as the Board of Directors may from time to time determine.

     Section 2. Seal. The corporation may have a common seal of such form and
device as the Board of Directors shall from time to time determine.

                                   ARTICLE II

                                  Stockholders

     Section 1. Annual Meeting. The annual meeting of the stockholders of the
corporation shall be held each year at the principal office of the corporation
or at such other place, and at such time as the President or the Board of
Directors shall determine. The annual meeting shall be a general meeting, and at
such meeting any business within the powers of the corporation, without special
notice of such business, may be transacted, except as limited by law, the
Articles of Incorporation, or these by-laws.

     Section 2. Special Meeting. Special meetings of the stockholders may be
held at any time upon the call of the President, or upon the call of any two
directors, or upon the written request of stockholders owning not less than
one-fourth (1/4th) of the capital stock issued and outstanding and entitled to
vote.

     Section 3. Notices of Meetings. A written or printed notice of all
meetings, annual or special, stating the place, day and hour of the meeting and
whether it is annual or special and in case of each special meeting stating
briefly the business proposed to be transacted thereat, shall be given by
mailing such notice, postage prepaid, at least seven (7) days before the date
assigned for the meeting, to each stockholder at his address as it appears upon
the transfer books of the corporation; or notice of any meeting may be given by
publication in one or more newspapers of general circulation in Honolulu, not
less than two (2) times on separate days, the first publication to be not less
than three (3) days previous to the date assigned for the meeting. Upon notice
being given in accordance with the provisions hereof, the failure of any
stockholder to receive actual notice of any meeting shall not in any way
invalidate the meeting or proceedings thereat.

     Section 4. Quorum. At all meetings of stockholders, the presence in person
or by proxy of stockholders owning a majority in number of all the shares of
stock issued and outstanding



and entitled to vote at said meeting shall be necessary to constitute a quorum,
and the action of the holders of the majority of the capital stock present or
represented at any meeting at which a quorum is present shall be valid and
binding upon the corporation except as otherwise provided by law, the Articles
of Incorporation, or these by-laws.

     Section 5. Voting. At each meeting of stockholders, each stockholder,
except where otherwise provided by the clauses and terms applicable to the stock
held by such stockholder, shall be entitled to vote in person or by proxy
appointed by instrument in writing subscribed by such stockholder or his duly
authorized attorney and filed with the Secretary, and he shall have one vote for
each share of voting stock registered in his name on the record date fixed by
the Board of Directors, or, if no record date is fixed, then at the close of
business on the day preceding the date of said meeting. In case of an adjourned
meeting, unless otherwise provided by the Board of Directors, the record date
for the purpose of voting shall be considered to be the day preceding the date
of the original meeting. Unless otherwise provided by its terms, no proxy or
written authorization shall be valid after eleven (11) months from the date of
its execution. Where voting stock is transferred into the name of a pledgee
under a pledge agreement, the pledgor shall have the right to vote such stock
unless prior to the meeting the pledgee or his representative shall file with
the Secretary written authorization from the pledgor to vote such stock.

     Section 6. Consent in Lieu of Meeting. Notwithstanding the provisions of
Sections 1 to 3 inclusive of this Article, the meeting and voting of
stockholders may be dispensed with if all of the stockholders who would have
been entitled to vote upon the action if such meeting of stockholders were held
shall consent in writing to such corporate action being taken.

     Section 7. Adjournment. Any meeting of the stockholders, whether annual or
special, may be adjourned from time to time whether a quorum be present or not
without notice other than the announcement at the meeting, and such adjournment
may be to such time and to such place as may be determined by a majority vote of
those present. At any such adjourned meeting at which a quorum shall be present,
any business may be transacted which might have been transacted at the original
meeting as originally called and notified.

                                   ARTICLE III

                               Board of Directors

     Section 1. Number and Term of Office. The directors of the corporation
shall be not less than three (3). At least one member of the Board of Directors
shall be a resident of the State of Hawaii. The Board shall be elected by a
plurality vote at the annual meeting of stockholders. The directors, except as
otherwise in these By-Laws provided, shall hold office until the annual meeting
held next after their election and until their respective successors shall be
elected. The number of directors constituting the Board during any annual period
shall be the number of directors elected at the annual meeting of stockholders.
The stockholders may elect by majority vote one of the directors as Chairman of
the Board of Directors.

     Section 2. Removal of Directors. Any director may be removed from office
for cause at any time and another person may be elected in his place to serve
for the remainder of his term at


                                       2



any special meeting of stockholders called for the purpose by the affirmative
vote of the holders of a majority of all the shares of capital stock of the
corporation outstanding and entitled to vote. In case any vacancy so created
shall not be filled by the stockholders at such meeting, such vacancy may be
filled by the Board of Directors as provided in Section 8 of Article III.

     Section 3. Meetings, Notice. The Board shall hold meetings as often as the
business of the corporation may require at the call of the President and any
director. The Secretary shall give notice of each meeting of the Board of
Directors, either orally or in writing, by mailing or delivering the same not
less than three (3) days before the meeting, unless otherwise prescribed by the
Board. The failure by any director to receive such notice mailed within the
prescribed period shall not invalidate the proceedings of any meeting at which a
quorum of directors is present. The directors elected at the annual
stockholders' meeting of the corporation shall, without any notices being given,
hold a meeting as soon as may be possible after the meeting of the stockholders
at which they were elected.

     Section 4. Quorum and Adjournment. The majority of the directors shall
constitute a quorum for the transaction of business, and no actions taken other
than the appointment of directors to fill temporary vacancies, as provided in
these by-laws, shall bind the corporation unless it shall receive the concurring
vote of a majority of all the directors. In the absence of a quorum, the
presiding officer or a majority of the directors present may adjourn the meeting
from time to time without further notice until a quorum be had.

     Section 5. Consent in Lieu of Meeting. Notwithstanding the provisions of
Sections 3 and 6 of this Article, the meeting and voting of directors may be
dispensed with if all of the directors who would have been entitled to vote upon
the action if such meeting of directors were held shall consent in writing to
such corporate action being taken.

     Section 6. Directors' Telephone Meetings. Members of the Board of Directors
or any committee designated thereby may participate in a meeting of such board
or committee by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other at the same time, and participation by such means shall constitute
presence in person at a meeting.

     Section 7. Powers of the Board of Directors. The property, affairs and
business of the corporation shall be managed by the Board of Directors and,
except as otherwise provided by law, the Articles of Incorporation, or these
by-laws, all of the powers and authority of the corporation shall be vested in
and may be exercised by the Board of Directors as fully and for all purposes as
though exercised directly by the stockholders; and, in furtherance and not in
limitation of said general powers, the Board of Directors shall have power: To
acquire and dispose of property; to appoint a general manager and such other
managers, officers or agents of the corporation as in its judgment its business
may require, and to confer upon and to delegate to them by power of attorney or
otherwise such power and authority as it shall determine; to fix the salaries or
compensation of any or all of the officers, agents and employees of the
corporation and, in its discretion, require security of any of them for the
faithful performance of any of their duties; to declare dividends when it shall
deem it expedient, subject to the conditions and limitations imposed by the
Articles of Incorporation and the laws of Hawaii; to make rules and regulations
not inconsistent with law or these by-laws for the transaction of business; to
instruct


                                       3



the officers or agents of the corporation with respect to, and to authorize the
voting of stock of other corporations owned or held by this corporation; to
incur such indebtedness as may be deemed necessary, which indebtedness may
exceed the amount of the corporation's capital stock; to create such committees
(including an executive committee or committees), and to designate as members of
such committees such persons as it shall determine, and to confer upon such
committees such powers and authorities as may by resolution be set forth for the
purposes of carrying on or exercising any of the powers of the corporation; to
create and set aside reserve funds for any purposes and to invest any funds of
the corporation in such securities or other property as to it may seem proper;
to remove or suspend any officer, and generally to do any and every lawful act
necessary or proper to carry into effect the powers, purposes and objects of the
corporation.

     Section 8. Vacancies and Substitute Directors. If any permanent vacancy
shall occur in the Board of Directors through death, resignation, removal or
other cause, the remaining directors, by affirmative vote of a majority thereof
may elect a successor director to hold office for the unexpired portion of the
term of the director whose place shall be vacant.

     In case of a temporary vacancy due to the absence of any director from the
principal place of business of the corporation, or the sickness or disability of
any director, the remaining directors, whether constituting a majority or a
minority of the whole Board, may appoint some person as a substitute director
who shall be a director during such absence or disability and until such
director returns to duty. The determination by the Board of Directors as shown
on the minutes, of the fact of such absence or disability and the duration
thereof shall be conclusive as to all persons and the corporation.

     Section 9. Approval of Acts of Board of Directors. At any annual or special
meeting of the stockholders, any or all of the acts and doings of the Board of
Directors may be ratified, confirmed and approved by the stockholders, and such
ratification and approval shall be as valid and as binding upon the corporation
and upon all the stockholders as though it had been approved or ratified by
every stockholder of the corporation.

     No contract, agreement, undertaking or other transaction between this
corporation and any other corporation shall be affected by the fact that some or
all of the directors of this corporation are interested in or are directors or
officers of such other corporation.

                                   ARTICLE IV

                                    Officers

     Section 1. Appointment and Removal. The officers of the corporation shall
be the President, one or more Vice Presidents, Secretary, Treasurer, and in
addition thereto, in the discretion of the Board of Directors, an Assistant
Treasurer or Assistant Treasurers, and an Assistant Secretary or Assistant
Secretaries, and such other officers with such duties as the Board of Directors
shall from time to time determine. All officers shall be appointed annually by
the Board of Directors and shall serve until their successors shall have been
appointed. Any officer may be removed at any time, with or without cause, by the
majority of the whole Board of Directors. One person may hold more than one
office, and all officers shall be subject to


                                       4



removal at any time by the affirmative vote of the majority of the whole Board.
The Board of Directors may, in its discretion, appoint acting or temporary
officers and may appoint officers to fill vacancies occurring for any reason
whatsoever, and may, in its discretion, limit or enlarge the duties and powers
of any officer appointed by it.

     Section 2. Chairman of the Board of Directors. A Chairman of the Board of
Directors may be elected by a majority of the whole Board of Directors. If so
elected, he shall preside at all meetings of the Board of Directors and shall
perform such other duties and have such other powers as may be delegated by the
Board of Directors.

     Section 3. President. The President shall preside at all meetings of the
stockholders, and he shall preside at meetings of the Board of Directors if no
Chairman of the Board of Directors is elected. He shall exercise general
supervision over the business of the corporation and over its several officers,
agents and employees, subject, however, to the control of the Board of
Directors.

     Section 4. Vice President. The Vice President or Vice Presidents shall, in
the order designated by the Board of Directors, perform all the duties and
exercise all the powers and rights of the President provided by these by-laws or
otherwise during the absence or disability of the President, or whenever the
office is vacant, and shall perform all other duties assigned by the Board of
Directors.

     Section 5. Treasurer. The Treasurer shall have custody of all the funds,
notes, bonds and other evidences of property of the corporation, and shall be
responsible for keeping all the books and accounts of the corporation, and shall
render statements thereof in such form and as often as required by the Board of
Directors. He shall be responsible for the keeping of the stock books, stock
transfer books and stock ledger of the corporation. The Treasurer shall perform
all other duties assigned to him by the President or the Board of Directors.

     Section 6. Secretary. The Secretary shall keep the minutes of all meetings
of the Board of Directors and the minutes of all meetings of the stockholders.
He shall give notice, in conformity with these by-laws, of all meetings of the
stockholders and the Board of Directors. In the absence of the President and of
the Vice President(s), he shall call meetings of the stockholders to order and
shall preside until a chairman pro tempore is chosen. He shall also perform all
other duties assigned him by the Board of Directors or the President.

     Section 7. Assistant Treasurer. The Assistant Treasurer or Assistant
Treasurers, if appointed, shall, in the order designated by the Board of
Directors, perform all the duties and exercise all the powers of the Treasurer
during his absence or disability or whenever the office is vacant, and shall
perform all the duties assigned to him or them by the Board of Directors.

     Section 8. Assistant Secretary. The Assistant Secretary or Assistant
Secretaries, if appointed, shall, in the order designated by the Board of
Directors, perform all the duties and exercise all the powers of the Secretary
during his absence or disability or whenever the office is vacant, and shall
perform all duties assigned to him or them by the Board of Directors.

     Section 9. Auditor. The Auditor may be elected annually by the
stockholders. The Auditor shall audit the books and accounts of the corporation
and shall certify his findings on the


                                       5



books of the Treasurer and report thereon in writing to the stockholders at
least annually, and shall make such other audits and reports as the Board of
Directors shall determine from time to time.

     The Auditor may be a person, co-partnership, or if permitted by law, a
corporation. The Auditor may be removed from office, either with or without
cause, at any time at a special meeting of the stockholders called for the
purpose, and any vacancy caused by such removal may be filled for the balance of
the unexpired term by the stockholders at a special meeting called for the
purpose. In the case of a vacancy in the office of the Auditor other than by
removal, the vacancy may be filled for the unexpired term by the Board of
Directors, or, if a special meeting shall be held during the existence of such
vacancy, the vacancy may be filled at such special meeting of the stockholders.

                                    ARTICLE V

                            Execution of Instruments

     Section 1. Proper Officers. Except as otherwise provided by these by-laws
or by law, all checks, drafts, notes, bonds, acceptances, deeds, leases,
contracts, and all other documents and instruments shall be signed, executed and
delivered by the President or a Vice President, and by the Treasurer or the
Secretary, or an Assistant Treasurer or Assistant Secretary; provided, however,
that the Board of Directors may from time to time by resolution authorize
checks, drafts, bills of exchange, notes, orders for the payment of money,
licenses, endorsements, stock powers, powers of attorney, proxies, waivers,
consents, returns, reports, applications, notices, agreements or documents,
instruments or writings of any nature to be signed, executed and delivered by
such officers, agents or employees of the corporation, or any one of them, in
such manner as may be determined by the Board of Directors.

     Section 2. Facsimile Signatures. The Board of Directors may from time to
time by resolution provide for the execution of any corporate instrument or
document by a mechanical devise or a machine, or by use of facsimile signatures,
under such terms as shall be set forth in the resolution of the Board of
Directors.

                                   ARTICLE VI

                       Voting of Stock By The Corporation

     In all cases where the corporation owns, holds, or represents, under power
of attorney or proxy or in any representative capacity, shares of the capital
stock of any corporation, or shares or interests in business trusts,
co-partnerships or other associations, such shares or interests shall be
represented and voted by the President, or in the absence of the President, by
the Vice President, or, in the absence of the Vice President, by the Treasurer,
or, in the absence of the Treasurer, by the Secretary; provided, however, that
any person specifically appointed by the Board of Directors for the purpose
shall have the right, if present, to represent and vote such shares or interest.


                                       6



                                   ARTICLE VII

                                  Capital Stock

     Section 1. Certificates of Stock. The certificates of stock of each class
shall be in such form and of such device as the Board of Directors shall from
time to time determine. They shall be signed by the President or a Vice
President and by the Treasurer or the Secretary, or an Assistant Treasurer or
Assistant Secretary, and shall bear the corporate seal if any. Certificates
shall not be issued for fractional shares. In the event that fractional
interests shall result in any manner from any action by the stockholders or
directors of the corporation, the Treasurer may sell the aggregate of such
fractional interests under such reasonable terms and conditions as the Treasurer
shall determine, subject, however, to the control of the Board of Directors, and
distribute the proceeds thereof to the persons entitled thereto.

     Section 2. Transfer of Stock. Transfer of stock may be made in any manner
permitted by law, but no transfer shall be valid except between the parties
thereto until a new certificate shall have been obtained and the transfer shall
have been duly recorded in the stock books of the corporation.

     No certificate for stock shall be delivered unless the person entitled to
such certificate, or some person duly authorized by him, shall receipt for the
same and agree to be bound by all the provisions of the Articles of
Incorporation and the by-laws applicable to such shares.

     Section 3. Closing of Transfer Books. The Board of Directors shall have
power, for any corporate purpose to close from time to time the stock transfer
books of the corporation for a period not exceeding twenty-five (25) consecutive
days; provided, however, that in lieu of closing the stock transfer books as
aforesaid, the Board of Directors may fix in advance a record date for the
payment of any dividend, or for the allotment of rights, or for the effective
date of any change, conversion or exchange of capital stock, or in connection
with obtaining the consent of stockholder in any matter requiring their consent,
or for the determination of the stockholders entitled to notice of and to vote
at any meeting; and in such case only such stockholders as shall be stockholders
of record on the record date so fixed shall be entitled to the rights, benefits
and privileges incident to ownership of the shares of stock for which said
record date has been fixed, notwithstanding any transfer of any stock on the
books of the corporation after any such record date.

     Section 4. Lost Certificates. The Board of Directors may, subject to such
rules and regulations as may be adopted by it from time to time, in its
discretion, order a new certificate or certificates of stock to be issued in the
place of any certificate or certificates of stock of the corporation alleged to
have been lost or destroyed, and the owner of the lost certificate or
certificates may be required to file sworn evidence showing the facts connected
with such loss, and may be required to give to the corporation a bond or
undertaking in such sum, not less than twice the par value, if any, or not less
than twice the amount of the market value, of such lost or destroyed certificate
or certificates of stock as the Board of Directors may direct as indemnity
against loss, damage or liability that the corporation may incur by reason of
such issuance of a new certificate or certificates.


                                       7



     The Board of Directors may, in its sole discretion, refuse to replace any
lost certificate save upon the order of the court having jurisdiction in the
matter.

                                  ARTICLE VIII

                          Liability and Indemnification

     Section 1. Liability of Officers and Directors. The officers and directors
shall be free from all personal liability for any acts done on behalf of the
corporation, or for any losses incurred or sustained by the corporation unless
the same have occurred through their willful negligence or willful misconduct.

     Section 2. Indemnification of Officers and Directors. Every person who is
now or hereafter shall be a director or officer of the corporation shall be
indemnified by the corporation against all reasonable costs, expenses and
liabilities (including counsel fees) actually and necessarily incurred by or
imposed upon him in connection with or resulting from any claim, action, suit,
proceeding, investigation or inquiry of whatever nature in which he may be
involved as a party or otherwise by reason of his being or having been a
director or officer of the corporation, whether or not he continues to be such
director or officer of the corporation at the time of the incurring or
imposition of such costs, expenses or liabilities, except in relation to matters
as to which he shall be finally adjudged in such action, suit, proceedings,
investigation or inquiry to be liable for willful negligence or willful
misconduct toward the corporation in the performance of his duties as such
director or officer. As to whether or not a director or officer was liable by
reason of willful negligence or willful misconduct toward the corporation in the
performance of his duties as such officer or director, in the absence of such
final adjudication of the existence of such liability, the Board of Directors
and each officer and director may conclusively rely upon an opinion of legal
counsel selected by or in the manner designated by the Board of Directors. The
foregoing right to indemnification shall be in addition to and not in limitation
of all other rights to which such person may be entitled as a matter of law, and
shall inure to the benefit of the legal representatives of such person.

                                   ARTICLE IX

                             Voting Trust Agreements

     In the event that the trustee or trustees of any voting trust agreement
affecting the stock of the corporation shall file with the Secretary of the
corporation an executed counterpart of any such voting trust agreement, the
corporation and all directors and officers thereof shall be required to
recognize and give effect to the powers of the trustee or trustees thereunder.

                                    ARTICLE X

                            Option to Purchase Stock

     Section 1. Irrevocable Option. The subscription for and ownership of all
stock in this corporation are made and taken upon the condition that the
purchaser, owner, or holder thereof desiring to sell the same shall first
deliver the same to the corporation for sale, which shall


                                       8



determine the price to be paid to said stockholder for said stock by any one of
the following methods:

     a. By agreement with the selling stockholder; or

     b. In the absence of agreement, then at the par value; or

     c. By taking the book value of said shares of stock as established by the
accounting methods employed by said corporation at the end of its last fiscal
year, together with interest at the rate of four per cent (4%) per annum for
such date until date of sale; or

     d. In the event the stock is tendered to the corporation at a date within
four (4) months of the end of its next fiscal year, the Board of Directors may,
at its election, defer setting the price until the book value has been
established as at such date, in which event it shall be deemed that the stock
was tendered for sale as of the date at which said book value was established.

     The book value as above arrived at may be increased or decreased by the
Board of Directors by taking into account appreciation of assets or the
existence of intangible assets not written into the books, and by adjusting
excessive or inadequate reserves, and by taking into account accrued or
contingent or threatened liabilities, and the good faith determination of the
Board of Directors in making such increases and/or decreases shall be final.

     As soon as the price of said stock has been determined, and the stockholder
has been notified of such fact, the corporation, acting through its Board of
Directors, shall have the right, within the sixty (60) days next succeeding, but
not later than ninety (90) days after delivery of the stock to the Board of
Directors for sale (or date of tender, if later), either to purchase said stock
at said price out of the surplus funds forming a part of the book value of the
stock, to sell same at said price to any person or persons, or to act as agent
in the purchase of the same for any person or persons.

     If at the end of said ninety (90) days after the delivery of the stock to
the Board of Directors for sale (or date of tender, if later), the corporation
fails either to purchase said stock or to sell the same, it shall, upon demand,
redeliver the same to the stockholder offering such stock for sale, who shall
then be free to make such sale of said stock as he sees fit.

     This restriction upon the sale of the stock may be amended, modified, or
abrogated by a vote of the holders of a majority of all the shares of stock of
the corporation, at a regular meeting or at a special meeting of the
stockholders, called for such purpose in accordance with the provisions of the
by-laws.

     In the event that said stock is purchased by the corporation, it may either
be retired or reissued and resold.

     These provisions shall be binding upon the successors, heirs,
administrators, executors, or assigns of the holders of the stock of this
corporation.


                                       9



     Section 2. Transfers to Relations. Notwithstanding the provisions of
Section 1, immediately above, any stockholder may transfer his stock, with or
without consideration, to any of his following relations: Spouse, parents,
children, grandchildren, brothers, sisters, nephews and nieces; provided,
however, any sale or disposition of said shares by any such transferee shall be
subject to the provisions of this Article.

     Section 3. Death of Stockholder. Upon the death of any stockholder, his
shares of stock may devolve to anyone either by will, or under the laws of
descent of the State of Hawaii in the absence of a will, but any sale or
disposition of said shares by the estate or by the legatee or heir shall be
subject to the provisions of this Article.

                                   ARTICLE XI

                                    Amendment

     These by-laws may be altered, amended or repealed from time to time by a
vote of not less than two-thirds (2/3) of all the stock of the corporation
issued and outstanding and entitled to vote at any annual meeting or at any
special meeting called for such purpose.

     APPROVED this 9 day of August, 1985, by all the stockholders of this
corporation.


/s/ Jack H. Gould
- --------------------------------

- --------------------------------

- --------------------------------

     Attest true and correct this 9 day of August, 1985.


/s/ Donna Yokate
- --------------------------------
Secretary


APPROVED:


/s/
- --------------------------------
President


                                       10



               CONSENT IN WRITING IN LIEU OF STOCKHOLDER'S MEETING

                        INTERNATIONAL LIFE SUPPORT, INC.

     Pursuant to Section 416-78 of the Hawaii Revised Statutes, the undersigned,
being the sole stockholder of all of the issued and outstanding capital stock of
INTERNATIONAL LIFE SUPPORT, INC., hereby consents in writing to the corporate
action to be taken as stated in the resolution as adopted herein with the
intention that the consent herein shall have the binding force and effect as
though a meeting was actually held by the stockholder. The undersigned
stockholder hereby adopts and consents to the following:

          RESOLVED, that the Amended By-Laws in the form presented to the
     stockholder be ordered incorporated into the minute book of the corporation
     and they hereby are in all respects approved and adopted as and for the
     By-Laws of this corporation.

Dated: August 9, 1985.


/s/ Jack H. Gould
- --------------------------------
JACK H. GOULD


                                       11

EX-3.88

                                                                    Exhibit 3.88

                            ARTICLES OF INCORPORATION

Executed by the undersigned for the purpose of forming a Wisconsin corporation
under Chapter 180 of the Wisconsin statutes:

     Article 1. The name of the corporation shall be Kutz Ambulance Service,
     Inc.

     Article 2. The period of existence shall be perpetual.

     Article 3. The purposes shall be ambulance and hearse service, and any
     other lawful activity within the purposes for which corporations may be
     organized under the Wisconsin Business Corporation Law, being Chapter 180
     of the Wisconsin Statutes.

     Article 4. The number of shares which it shall have authority to issue,
     itemized by classes, par value of shares, shares without par value, and
     series, if any, within a class, is:



                   Series        Number of        Par value per share or statement
    Class         (if any)         Shares        that shares are without par value
- ---------------   --------   -----------------   ---------------------------------
                                        
A (Convertible)                     200                  $100.00 per share


     Article 5. The preferences, limitations, designation, and relative rights
     of each class or series of stock, are as the directors may fix. Directors
     may fix the variations in rights as to series in any class.

     Article 6. Address of initial registered office is Route 4, Krause Avenue,
     Fort Atkinson, Wisconsin, 53538.

     Article 7. Name of initial registered agent at such address is Gerald H.
     Kutz.

     Article 8. (1) The number of directors constituting the board of directors
     shall be fixed by by-law but shall not be less than three, or

                  Strike out (1) or (2)/ See Instruction No. 6



     Article 9. The names of the initial directors are: Use of Article 9
     optional - See Instruction No. 7

     Gerald H. Kutz
     Vivian Kutz
     Ella Kutz

     Article 10. The name and address of incorporator (or incorporators) are:



                                 ADDRESS
     NAME          (number, street, city and ZIP Code)
- --------------   ---------------------------------------
              
Gerald H. Kutz   Route 4, Kraus Ave, Fort Atkinson, Wis.
Vivan Kutz       Route 4, Kraus Ave, Fort Atkinson, Wis.


     Article 11. (Other provisions)

     Article 12. These articles may be amended in the manner authorized by law
     at the time of amendment.

     Executed in duplicate on the 15 day of February 1968


                                        /s/ Gerald H. Kutz
                                        ----------------------------------------
                                        Gerald H. Kutz


                                        /s/ Vivan Kutz
                                        ----------------------------------------
                                        Vivian Kutz

State of Wisconsin   )
                     ) ss.
County of Jefferson  )

Personally came before me this 15 day of February A.D. 1968 the above named
Gerald H. Kutz and Vivian Kutz to me known to be the persons who executed the
foregoing instrument, and acknowledged the same.


                                        /s/ Robert M. Bell
                                        ----------------------------------------
                                        Robert M. Bell Notary Public

(Notarial Seal.)

                                        My Commission is Permanent


                                        2



                                                        Filed by: ______________

ARTICLES
of
INCORPORATION

7. Section 180.32 (1) also provides that the initial hoard of directors may be
named in the articles of incorporation; and if you do this, you should also list
the names in article 9. If you do not name the initial board, strike out article
9.

8. The number of incorporators is unlimited; there may be only one or there may
be as many as desired.

9. Article 11 is provided as a place in which to insert any desired material
such as restricting preemptive rights, stock-transfer restrictions, quorum
provisions, etc.

10. Articles must be executed and sent to the Secretary of State, Madison 53702
in duplicate original - one to be filed in his office, and one which will be
certified and returned and which must be recorded in the office of the register
of deeds of the county wherein the registered office is located. Corporate
existence will commence when articles are left for record with the register of
deeds.

11. FEES. If stock is $40,000 or less, $40. If the stock is more than $40,000,
the fee is $1 per $1,000. For stock of no par value, 2000 shares or less, $40;
more than 2000 shares, 2 cent(s) per share. If stock of par value and stock of
no par value, $1 per $1,000 on the par value stock plus 2 cent(s) per share on
the no par stock; minimum fee, $40.


                                       3



Sec. 1 S0.1006   State of Wisconsin
Wis. Stats.      Department of Financial Institutions

ARTICLES OF AMENDMENT - STOCK, FOR-PROFIT CORPORATION

A. The present corporate name (prior to any change effected by this amendment)
is: Kutz Ambulance Service, Inc.

Text of Amendment (Refer to the existing articles of incorporation and the
instructions on the reverse of this form. Determine those items to be changed
and set forth the number identifying the paragraph in the articles of
incorporation being changed and how the amended paragraph is to read.)

RESOLVED, THAT the articles of incorporation be amended as follows:

Resolved, that Article Eight of the Articles of Incorporation be amended to
read: "The Corporation shall have one (1) director".

FILING FEE - $40.00, or more SEE instructions, suggestions and procedures on
following pages.

DFI/CORP/4(R5/99) Use of this form is voluntary.


                                                                          1 of 3


                                       4



B. Amendment(s) adopted on November 2, 2000

(In dicate the method of adoption by checking [X] the appropriate choice below.)

[ ] In accordance with sec. 180.1002, Wis. Stats. (By the Board of Directors)

OR

[X] In accordance with sec. 180.1003, Wis. Stats (By the Board of Directors and
Shareholders)

OR

[ ] In accordance with sec. 180.1005, Wis. Stats. (By Incorporators or Board of
Directors, before issuance of shares)


C. Executed on November 2, 2000         /s/ Gino Porazzo
                    (Date)              ----------------------------------------
                                        (Signature)

Title: [ ] President [ ] Secretary      Gino Porazzo
or other officer title Vice President   ----------------------------------------
                                        (Printed Name)

This document was drafted by _______________ document not executed in Wisconsin.
                 (Name the individual who drafted the document)

INSTRUCTIONS (Ref. sec. 180.1006 Wis. Stats. for document content)

Submit one original and one exact copy to Dept. of Financial Institutions, P. O.
Box 7846, Madison, WI, 53707-7846, together with a FILING FEE OF $40.00 or more,
payable to the department. (If sent by Express or Priority U.S. mail, address to
345 W. Washington Ave., 3rd Floor, Madison WI, 53703). This document can be made
available in alternate formats upon request to qualifying individuals with
disabilities. The original must include an original manual signature, per sec.
180.0120(3)(c), Wis. Stats. Upon filing, the information in this document
becomes public and might be used for purposes other than that for which it was
originally furnished. If you have any questions, please contact the Division of
Corporate & Consumer Services at 608-261-7577. Hearing-impaired may call
608-266-8818 for TDY.


DFI/CORP/4I(R5/99)                                                        2 of 3


                                       5

EX-3.89

                                                                    Exhibit 3.89

                                    RESTATED

                                     BY-LAWS

                                       OF

                          Kutz Ambulance Service, Inc.
                            (a Wisconsin corporation)



                                                                      
ARTICLE I. OFFICES.......................................................    -1-
   1.01    Principal and Business Offices................................    -1-
   1.02    Registered Office.............................................    -1-

ARTICLE II. SHAREHOLDERS.................................................    -1-
   2.01    Annual Meeting................................................    -1-
   2.02    Special Meeting...............................................    -1-
   2.03    Place of Meeting..............................................    -1-
   2.04    Notice of Meeting.............................................    -1-
   2.05    Fixing of Record Date.........................................    -2-
   2.06    Quorum and Voting Requirements; Postponements; Adjournments...    -2-
   2.07    Conduct of Meetings...........................................    -2-
   2.08    Proxies.......................................................    -2-
   2.09    Voting of Shares..............................................    -3-
   2.10    Voting of Shares by Certain Holders...........................    -3-
           (a) Legal Representatives and Fiduciaries.....................    -3-
           (b) Minors....................................................    -3-
   2.11    Waiver of Notice by Shareholders..............................    -3-
   2.12    Unanimous Consent Without Meeting.............................    -3-

ARTICLE III. BOARD OF DIRECTORS..........................................    -4-
   3.01    General Powers and Number.....................................    -4-
   3.02    Tenure and Qualifications.....................................    -4-
   3.03    Regular Meetings..............................................    -4-
   3.04    Special Meetings..............................................    -4-
   3.05    Notice; Waiver................................................    -4-
   3.06    Quorum........................................................    -5-
   3.07    Manner of Acting..............................................    -5-
   3.08    Conduct of Meetings...........................................    -5-
   3.09    Vacancies.....................................................    -6-
   3.10    Compensation..................................................    -6-
   3.11    Presumption of Assent.........................................    -6-
   3.12    Committees....................................................    -6-
   3.13    Unanimous Consent Without Meeting.............................    -7-
   3.14    Meetings By Telephone Or By Other Communication Technology....    -7-

ARTICLE IV. OFFICERS.....................................................    -7-
   4.01    Number........................................................    -7-
   4.02    Election and Term of Office...................................    -7-
   4.03    Removal.......................................................    -8-
   4.04    Vacancies.....................................................    -8-
   4.05    President.....................................................    -8-
   4.06    Executive Vice President......................................    -8-
   4.07    Vice President................................................    -8-





                                                                      
   4.08    Secretary.....................................................    -9-
   4.09    Treasurer.....................................................    -9-
   4.10    Assistant Secretaries and Assistant Treasurers................   -10-
   4.11    Other Assistants and Acting Officers..........................   -10-
   4.12    Salaries......................................................   -10-

ARTICLE V. CONFLICT OF INTEREST TRANSACTIONS,
           CONTRACTS, LOANS, CHECKS AND
           DEPOSITS:  SPECIAL CORPORATE ACTS.............................   -10-
   5.01    Conflict of Interest Transactions.............................   -10-
   5.02    Contracts.....................................................   -10-
   5.03    Loans.........................................................   -10-
   5.04    Checks, Drafts, etc...........................................   -10-
   5.05    Deposits......................................................   -11-
   5.06    Voting of Securities Owned by this Corporation................   -11-

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER...................   -11-
   6.01    Certificates for Shares.......................................   -11-
   6.02    Facsimile Signatures..........................................   -12-
   6.03    Signature by Former Officers..................................   -12-
   6.04    Transfer of Shares............................................   -12-
   6.05    Lost, Destroyed or Stolen Certificates........................   -12-
   6.06    Consideration for Shares......................................   -12-
   6.07    Stock Regulations.............................................   -13-

ARTICLE VII. INDEMNIFICATION.............................................   -13-
   7.01    Indemnification for Successful Defense........................   -13-
   7.02    Other Indemnification.........................................   -13-
   7.03    Allowance of Expenses.........................................   -14-

ARTICLE VIII. FISCAL YEAR................................................   -14-

ARTICLE IX. SEAL.........................................................   -14-

ARTICLE X. AMENDMENTS....................................................   -15-
   10.01   By Shareholders...............................................   -15-
   10.02   By Directors..................................................   -15-
   10.03   Implied Amendments............................................   -15-
   10.04   Intent to Supersede...........................................   -15-





                               ARTICLE I. OFFICES

          1.01 Principal and Business Offices. The Corporation may have such
principal and other business offices, either within or without the State of
Wisconsin, as the Board of Directors may designate or as the business of the
Corporation may require.

          1.02 Registered Office. The registered office of the Corporation
required by the Wisconsin Business Corporation Law to be maintained in the State
of Wisconsin may be, but need not be, identical with the principal office in the
State of Wisconsin. The address of the registered office may be changed by the
Board of Directors or by the registered agent. The business office of the
registered agent of the Corporation shall be identical to such registered
office.

                            ARTICLE II. SHAREHOLDERS

          2.01 Annual Meeting. The annual meeting of the shareholders shall be
held within sixty (60) days after receipt of the Corporation's year-end
financial statements, or at such other time and date as may be fixed by the
Board of Directors, for the purpose of electing Directors and for the
transaction of such other business as may come before the meeting.

          2.02 Special Meeting. Special meetings of the shareholders, for any
purpose unless otherwise prescribed by the Wisconsin Business Corporation Law,
may be called by the Chairman of the Board of Directors (if one is designated),
the President, the Board of Directors, or the holders of at least ten percent of
all the votes entitled to be cast on any issue proposed to be considered at the
proposed special meeting who sign, date and deliver to the Corporation one or
more written demands for the meeting describing one or more purposes for which
it is to be held. Special meetings shall be held at the Corporation's registered
office.

          2.03 Place of Meeting. The Board of Directors may designate any place,
either within or without the State of Wisconsin, as the place of meeting for any
annual or special meeting. If no designation is made, the place of meeting shall
be the principal business office of the Corporation in the State of Wisconsin.

          2.04 Notice of Meeting. Notices may be communicated in person, by
telephone, telegraph, teletype, facsimile or other form of wire or wireless
communication, or by mail or private carrier, and, if these forms of personal
notice are impracticable, notice may be communicated by a newspaper of general
circulation in the area where published, or by radio, television or other form
of public broadcast communication. Such notice shall state the place, day and
hour of the meeting and, in case of a special meeting, a description of each
purpose for which the meeting is called.

          2.05 Fixing of Record Date. A "shareholder" of the Corporation shall
mean the person in whose name shares are registered in the stock transfer books
of the Corporation or the beneficial owner of shares to the extent of the rights
granted by a nominee certificate on file with the Corporation. Such nominee
certificates, if any, shall be reflected in the stock transfer books of the
Corporation.



          2.06 Quorum and Voting Requirements; Postponements; Adjournments.
Shares entitled to vote as a separate voting group as defined in the Wisconsin
Business Corporation Law may take action on a matter at a meeting only if a
quorum of those shares exists with respect to that matter. Unless the Articles
of Incorporation or the Wisconsin Business Corporation Law provides otherwise, a
majority of the votes entitled to be cast on the matter by the voting group
constitutes a quorum of that voting group for action on that matter.

          Once a share is represented for any purpose at a meeting, other than
for the purpose of objecting to holding the meeting or transacting business at
the meeting, it is considered present for purposes of determining whether a
quorum exists, for the remainder of the meeting and for any adjournment of that
meeting unless a new record date is or must be set for that adjourned meeting.

          2.07 Conduct of Meetings. The Chairman of the Board (if one is
designated), or in the Chairman's absence, the President, or in the President's
absence, the Executive Vice President (if one is designated), or in the
Executive Vice President's absence, a Vice President in the order provided under
Section 4.08, and in their absence, any person chosen by the shareholders
present shall call the meeting of the shareholders to order and shall act as
chairman of the meeting, and the Secretary of the Corporation shall act as
Secretary of all meetings of the shareholders, but, in the absence of the
Secretary, the presiding Officer may appoint any other person to act as
Secretary of the meeting.

          2.08 Proxies. At all meetings of shareholders, a shareholder entitled
to vote may vote in person or by proxy. A shareholder may appoint a proxy to
vote or otherwise act for the shareholder by signing an appointment form, either
personally or by his or her attorney-in-fact. Such proxy appointment is
effective when received by the Secretary of the Corporation before or at the
time of the meeting. Unless otherwise provided in the appointment form of proxy,
a proxy appointment may be revoked at any time before it is voted, either by
written notice filed with the Secretary or the acting Secretary of the meeting
or by oral notice given by the shareholder to the presiding Officer during the
meeting. The presence of a shareholder who has filed his or her proxy
appointment shall not of itself constitute a revocation. No proxy appointment
shall be valid after eleven months from the date of its execution, unless
otherwise provided in the appointment form of proxy. In addition to the
presumptions set forth in Section 2.10 below.

          2.09 Voting of Shares. Each outstanding share shall be entitled to one
vote upon each matter submitted to a vote at a meeting of shareholders, except
to the extent that the voting rights of the shares of any voting group or groups
are enlarged, limited or denied by the Articles of Incorporation.

          2.10 Voting of Shares by Certain Holders.

          (a) Legal Representatives and Fiduciaries. Shares held by an
administrator, executor, guardian, conservator, trustee in bankruptcy, receiver
or assignee for creditors may be voted by him, either in person or by proxy,
without a transfer of such shares into his or her name, provided there is filed
with the Secretary before or at the time of meeting proper evidence of his or
her incumbency and the number of shares held by him or her. Shares standing in
the name of a fiduciary may be voted by him or her, either in person or by
proxy. An appointment form of


                                       2



proxy executed by a fiduciary shall be conclusive evidence of the signer's
authority to act, in the absence of express notice to this Corporation, given in
writing to the Secretary of this Corporation, that such manner of voting is
expressly prohibited or otherwise directed by the document creating the
fiduciary relationship.

          (b) Minors. Shares held by a minor may be voted by such minor in
person or by proxy and no such vote shall be subject to disaffirmance or
avoidance, unless prior to such vote the Secretary of the Corporation has
received written notice or has actual knowledge that such shareholder is a
minor. Shares held by a minor may be voted by a personal representative,
administrator, executor, guardian or conservator representing the minor if
evidence of such fiduciary status is presented and acceptable to the
Corporation.

          2.11 Waiver of Notice by Shareholders. Whenever any notice whatsoever
is required to be given to any shareholder of the Corporation under the Articles
of Incorporation or By-laws or any provision of law, a waiver thereof in
writing, signed at any time, whether before or after the time of meeting, by the
shareholder entitled to such notice, shall be deemed equivalent to the giving of
such notice and the Corporation shall include copies of such waivers in its
corporate records.

          2.12 Unanimous Consent Without Meeting. Any action required by the
Articles of Incorporation or By-laws or any provision of law to be taken at a
meeting of the shareholders may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.

                         ARTICLE III. BOARD OF DIRECTORS

          3.01 General Powers and Number. All corporate powers shall be
exercised by or under the authority of, and the business and affairs of the
Corporation managed under the direction of, the Board of Directors, subject to
any limitation set forth in the Articles of Incorporation. The Corporation shall
have one or more Directors. The number of Directors may be increased or
decreased from time to time by amendment to this Section adopted by the
shareholders or the Board of Directors but no decrease shall have the effect of
shortening the term of an incumbent director.

          3.02 Tenure and Qualifications. Each Director shall hold office until
the next annual meeting of shareholders and until his or her successor shall
have been elected, or until his or her prior death, resignation or removal. A
Director may be removed from office by the shareholders if, at a meeting of
shareholders called for that purpose, the number of votes cast to remove the
Director exceeds the number of votes cast not to remove him or her.

          3.03 Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this by-law immediately after the annual
meeting of shareholders, and each adjourned session thereof. The place of such
regular meeting shall be the same as the place of the meeting of shareholders
which precedes it, or such other suitable place as may be announced at such
meeting of shareholders. The Board of Directors may provide, by resolution, the
time and place, either within or without the State of Wisconsin, for the holding
of additional regular meetings without other notice than such resolution.


                                       3



          3.04 Special Meetings. Special meetings of the Board of Directors may
be called by or at the request of the Chairman of the Board (if one is
designated), President, Secretary or any two Directors. The Chairman of the
Board (if one is designated), President, Secretary or Directors calling any
special meeting of the Board of Directors may fix any place, either within or
without the State of Wisconsin, as the place for holding any special meeting of
the Board of Directors called by them, and if no other place is fixed, the place
of meeting shall be the principal business office of the Corporation in the
State of Wisconsin.

          3.05 Notice; Waiver. Notice may be communicated in person, by
telephone, telegraph, teletype, facsimile or other form of wire or wireless
communication, or by mail or private carrier, and, if these forms of personal
notice are impracticable, notice may be communicated by a newspaper of general
circulation in the area where published, or by radio, television or other form
of public broadcast communication. Notice of each meeting of the Board of
Directors (unless otherwise provided in or pursuant to Section 3.03) shall be
communicated to each Director at his or her business address or telephone number
or at such other address or telephone number as such Director shall have
designated in writing filed with the Secretary. Written notice is effective at
the earliest of the following:

          (i)  when received;

          (ii) on deposit in the U.S. Mail, if mailed postpaid and correctly
               addressed; or

          (iii) on the date shown on the return receipt, if sent by registered
               or certified mail, return receipt requested and the receipt is
               signed by or on behalf of the addressee.

Oral notice is effective when communicated and the Corporation shall maintain a
record setting forth the date, time, manner and recipient of the notice.

          Whenever any notice whatsoever is required to be given to any Director
of the Corporation under the Articles of Incorporation or By-laws or any
provision of law, a waiver thereof in writing, signed at any time, whether
before or after the time of meeting, by the Director entitled to such notice,
shall be deemed equivalent to the giving of such notice, and the Corporation
shall retain copies of such waivers in its corporate records. A Director's
attendance at or participation in a meeting waives any required notice to him or
her of the meeting unless the Director at the beginning of the meeting or
promptly upon his or her arrival objects to holding the meeting or transacting
business at the meeting and does not thereafter vote for or asset to action
taken at the meeting. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the Board of Directors need be specified
in the notice or waiver of notice of such meeting.

          3.06 Quorum. Except as otherwise provided by the Wisconsin Business
Corporation Law or by the Articles of Incorporation or the By-laws, a majority
of the number of Directors shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but a majority of the
Directors present or participating (though less than such quorum) may adjourn
the meeting from time to time without further notice.


                                       4



          3.07 Manner of Acting. If a quorum is present or participating when a
vote is taken, the affirmative vote of a majority of Directors present or
participating is the act of the Board of Directors or a committee of the Board
of Directors, unless the Wisconsin Business Corporation Law or the Articles of
Incorporation or the By-laws require the vote of a greater number of Directors.

          3.08 Conduct of Meetings. The Chairman of the Board (if one is
designated), or in the Chairman's absence, the President, or in the President's
absence, the Executive Vice President (if one is designated), or in the
Executive Vice President's absence, a Vice President in the order provided under
Section 4.08, and in their absence, any Director chosen by the Directors
present, shall call meetings of the Board of Directors to order and shall act as
chairman of the meeting. The Secretary of the Corporation shall act as Secretary
of all meetings of the Board of Directors, but in the absence of the Secretary,
the presiding Officer may appoint any Assistant Secretary or any Director or
other person present or participating to act as Secretary of the meeting.

          3.09 Vacancies. Any vacancy occurring in the Board of Directors,
including a vacancy created by an increase in the number of Directors, may be
filled until the next succeeding annual election by the affirmative vote of a
majority of the Directors then in office, though less than a quorum of the Board
of Directors, or by the shareholders; provided, that in case of a vacancy
created by the removal of a Director by vote of the shareholders, the
shareholders shall have the right to fill such vacancy at the same meeting or
any adjournment thereof.

          3.10 Compensation. The Board of Directors, by affirmative vote of a
majority of the Directors then in office, and irrespective of any personal
interest of any of its members, may establish reasonable compensation of all
Directors for services to the Corporation as Directors, Officers or otherwise,
or may delegate such authority to an appropriate committee. The Board of
Directors also shall have authority to provide for or to delegate authority to
an appropriate committee to provide for reasonable pensions, disability or death
benefits, and other benefits of payments, to Directors, Officers and employees
and to their estates, families, dependents or beneficiaries on account of prior
services rendered by such Directors, Officers and employees to the Corporation.

          3.11 Presumption of Assent. A Director of the Corporation who is
present at or participates in a meeting of the Board of Directors or a committee
thereof of which he or she is a member, at which action on any corporate matter
is taken, shall be presumed to have assented to the action taken unless his or
her dissent shall be entered in the minutes of the meeting or unless he or she
shall file his or her written dissent to such action with the person acting as
the Secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered mail to the Secretary of the Corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
Director who voted in favor of such action.

          3.12 Committees. The Board of Directors, by resolution adopted by the
affirmative vote of a majority of the number of Directors may designate one or
more committees, each committee to consist of two or more Directors elected by
the Board of Directors, which to the extent provided in said resolution as
initially adopted, and as thereafter supplemented or


                                       5



amended by further resolution adopted by a like vote, shall have and may
exercise, when the Board of Directors is not in session, the powers of the Board
of Directors in the management of the business and affairs of the Corporation,
except that a committee may not do any of the following: (i) authorize
distributions; (ii) approve or propose to shareholders action that the Wisconsin
Business Corporation Law requires be approved by shareholders; (iii) fill
vacancies on the Board of Directors or on any of its committees, unless the
Board of Directors provides by resolution that any vacancies on a committee
shall be filled by the affirmative vote of a majority of the remaining committee
members; (iv) amend the Articles of Incorporation under Section 180.1002 of the
Wisconsin Business Corporation Law; (v) adopt, amend or repeal the By-laws; (vi)
approve a plan of merger not requiring shareholder approval; (vii) authorize or
approve reacquisition of shares, except according to a formula or method
prescribed by the Board of Directors; or (viii) authorize or approve the
issuance or sale or contract for sale of shares, or determine the designation
and relative rights, preferences and limitations of a class or series of shares,
except that the Board of Directors may authorize a committee or a senior
executive officer of the Corporation to do so within limits prescribed by the
Board of Directors.

          3.13 Unanimous Consent Without Meeting. Any action required or
permitted by the Articles of Incorporation or the By-laws or any provision of
law to be taken by the Board of Directors at a meeting or by resolution may be
taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the Directors then in office.

          3.14 Meetings By Telephone Or By Other Communication Technology.
Meetings of the Board of Directors or committees may be conducted by telephone
or by other communication technology in accordance with Section 180.0820 of the
Wisconsin Business Corporation Law.

                              ARTICLE IV. OFFICERS

          4.01 Number. The principal Officers of the Corporation shall be a
President, the number of Vice Presidents as may be determined by the Board of
Directors, a Secretary, and a Treasurer, each of whom the Board of Directors
shall from time to time determine. Such other Officers and Assistant Officers as
may be deemed necessary may be elected or appointed by the Board of Directors.
The Board of Directors may authorize a duly appointed Officer to appoint one or
more Officers or Assistant Officers. The same natural person may simultaneously
hold more than one office in the Corporation.

          4.02 Election and Term of Office. The Officers of the Corporation to
be elected by the Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after each annual
meeting of the shareholders. If the election of Officers shall not be held at
such meeting, such election shall be held as soon thereafter as conveniently may
be. Each Officer shall hold office until his or her successor shall have been
duly elected or until his or her prior death, resignation or removal.

          4.03 Removal. Any Officer or agent may be removed by the Board of
Directors whenever in its judgment the best interests of the Corporation will be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment shall not of
itself create contract rights.


                                       6



          4.04 Vacancies. A vacancy in any principal office because of death,
resignation, removal, disqualification or otherwise, shall be filled by the
Board of Directors for the unexpired portion of the term.

          4.05 President. The President shall be the chief executive officer of
the Corporation and, subject to the control of the Board of Directors, shall in
general supervise and control all of the business and affairs of the
Corporation. In the absence of the Chairman of the Board, or if one is not
designated, he or she shall preside at all meetings of the shareholders and of
the Board of Directors. He or she shall have authority, subject to such rules as
may be prescribed by the Board of Directors, to appoint such agents and
employees of the Corporation as he or she shall deem necessary, to prescribe
their powers, duties and compensation, and to delegate authority to them. Such
agents and employees shall hold office at the discretion of the President. He or
she shall have authority to sign, execute and acknowledge, on behalf of the
Corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases,
reports and all other documents or instruments necessary or proper to be
executed in the course of the Corporation's regular business, or which shall be
authorized by resolution of the Board of Directors; and, except as otherwise
provided by law or the Board of Directors, he or she may authorize any Vice
President or other Officer or agent of the Corporation to sign, execute and
acknowledge such documents or instruments in his or her place and stead. In
general, he or she shall perform all duties incident to the office of chief
executive officer and such other duties as may be prescribed by the Board of
Directors from time to time.

          4.06 Executive Vice President. The Executive Vice President, if one is
designated, shall assist the President in the discharge of supervisory,
managerial and executive duties and functions. In the absence of the President
or in the event of his or her death, inability or refusal to act, the Executive
Vice President shall perform the duties of the President and when so acting
shall have all the powers and duties of the President. He or she shall perform
such other duties as from time to time may be assigned to him or her by the
Board of Directors or the President.

          4.07 Vice Presidents. In the absence of the President and the
Executive Vice President or in the event of their death, inability or refusal to
act, or in the event for any reason it shall be impracticable for them to act
personally, the Vice President (or in the event there is more than one Vice
President, the Vice Presidents in the order designated by the Board of
Directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. Any Vice President shall perform such other duties and have such
authority as from time to time may be delegated or assigned to him or her by the
President, the Executive Vice President or by the Board of Directors. The
execution of any instrument of the Corporation by any Vice President shall be
conclusive evidence, as to third parties, of his or her authority to act in the
stead of the President.

          4.08 Secretary. The Secretary shall: (i) keep the minutes of the
meetings of the shareholders and of the Board of Directors in one or more books
provided for that purpose; (ii) see that all notices are duly given in
accordance with the provisions of the By-laws or as required by law; (iii) be
custodian of the corporate records; (iv) keep or arrange for the keeping of a
register of the post office address of each shareholder which shall be furnished
to the


                                       7



Secretary by such shareholder; (v) have general charge of the stock transfer
books of the Corporation; and (vi) in general, perform all duties incident to
the office of Secretary and have such other duties and exercise such authority
as from time to time may be delegated or assigned to him or her by the President
or by the Board of Directors.

          4.09 Treasurer. The Treasurer shall: (i) have charge and custody of
and be responsible for all funds and securities of the Corporation; (ii) receive
and give receipts for monies due and payable to the Corporation from any source
whatsoever, and deposit all such monies in the name of the Corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with the provisions of Section 5.05 hereof; and (iii) in general, perform all of
the duties incident to the office of Treasurer and have such other duties and
exercise such other authority as from time to time may be delegated or assigned
to him or her by the President or by the Board of Directors. If required by the
Board of Directors, the Treasurer shall give a bond for the faithful discharge
of his duties in such sum and with such surety or sureties as the Board of
Directors shall determine.

          4.10 Assistant Secretaries and Assistant Treasurers. There shall be
such number of Assistant Secretaries and Assistant Treasurers as the Board of
Directors may from time to time authorize. The Assistant Treasurers shall, if
required by the Board of Directors, give bonds for the faithful discharge of
their duties in such sums and with such sureties as the Board of Directors shall
determine. The Assistant Secretaries and Assistant Treasurers, in general, shall
perform such duties and have such authority as shall from time to time be
delegated or assigned to them by the Secretary or the Treasurer, respectively,
or by the President or the Board of Directors.

          4.11 Other Assistants and Acting Officers. The Board of Directors
shall have the power to appoint any person to act as assistant to any Officer,
or as agent for the Corporation in his or her stead, or to perform the duties of
such Officer whenever, for any reason, it is impracticable for such Officer to
act personally and such assistant or acting Officer or other agent so appointed
by the Board of Directors shall have the power to perform all the duties of the
office to which he or she is so appointed to be assistant, or as to which he or
she is so appointed to act, except as such power may be otherwise defined or
restricted by the Board of Directors.

          4.12 Salaries,. The salaries of the principal Officers shall be fixed
from time to time by the Board of Directors or by a duly authorized committee
thereof, and no Officer shall be prevented from receiving such salary by reason
of the fact that he or she is also a Director of the Corporation.

                  ARTICLE V. CONFLICT OF INTEREST TRANSACTIONS,
          CONTRACTS, LOANS, CHECKS AND DEPOSITS: SPECIAL CORPORATE ACTS

          5.01 Conflict of Interest Transactions. A "conflict of interest"
transaction means a transaction with the Corporation in which a Director of the
Corporation has a direct or indirect interest. The circumstances in which a
Director of the Corporation has an indirect interest in a transaction include
but are not limited to a transaction under any of the following circumstances:
(i) another entity in which the Director has a material financial interest or in
which the Director is a general partner is a party to the transaction; or (ii)
another entity of which the Director is a


                                       8



director, officer or trustee is a party to the transaction and the transaction
is or, because of its significance to the Corporation should be, considered by
the Board of Directors of the Corporation. A conflict of interest transaction is
not voidable by the Corporation solely because of the Director's interest in the
transaction if any of the circumstances set forth in Section 180.0831 of the
Wisconsin Business Corporation Law (or any successor statutory provision) are
true or occur.

          5.02 Contracts. The Board of Directors may authorize any Officer or
Officers, agent or agents, to enter into any contract or execute or deliver any
instrument in the name of and on behalf of the Corporation, and such
authorization may be general or confined to specific instances.

          5.03 Loans. No indebtedness for borrowed money shall be contracted on
behalf of the Corporation and no evidences of such indebtedness shall be issued
in its name unless authorized by or under the authority of a resolution of the
Board of Directors. Such authorization may be general or confined to specific
instances.

          5.04 Checks, Drafts, etc. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation, shall be signed by such Officer or Officers, agent or agents of
the Corporation and in such manner as shall from time to time be determined by
or under the authority of a resolution of the Board of Directors.

          5.05 Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as may be selected by or under the
authority of a resolution of the Board of Directors.

          5.06 Voting of Securities Owned by this Corporation. Subject always to
the specific directions of the Board of Directors, (i) any shares or other
securities issued by any other corporation and owned or controlled by this
Corporation may be voted at any meeting of security holders of such other
corporation by the President of this Corporation if he or she is present, or in
the President's absence by the Executive Vice President (if one is designated),
or in the Executive Vice President's absence, by any Vice President of this
Corporation who may be present, and (ii) whenever, in the judgment of the
President, or in his absence, of the Executive Vice President (if one is
designated), or in the Executive Vice President's absence, of any Vice
President, it is desirable for this Corporation to execute an appointment of
proxy or written consent in respect to any shares or other securities issued by
any other corporation and owned by this Corporation, such proxy appointment or
consent shall be executed in the name of this Corporation by the President,
Executive Vice President or one of the Vice Presidents of this Corporation in
the order as provided in clause (i) of this Section, without necessity of any
authorization by the Board of Directors or countersignature or attestation by
another Officer. Any person or persons designated in the manner above stated as
the proxy or proxies of this Corporation shall have full right, power and
authority to vote the shares or other securities issued by such other
corporation and owned by this Corporation the same as such shares or other
securities might be voted by this Corporation.


                                       9



             ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

          6.01 Certificates for Shares,. Certificates representing shares of the
Corporation shall be in such form, consistent with law, as shall be determined
by the Board of Directors. Such certificates shall be signed by the President or
by another Officer designated by the President or the Board of Directors. All
certificates for shares shall be consecutively numbered or otherwise identified.
The name and address of the person to whom the shares represented thereby are
issued, with the number of shares and date of issue, shall be entered on the
stock transfer books of the Corporation. All certificates surrendered to the
Corporation for transfer shall be cancelled and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and cancelled.

          6.02 Facsimile Signatures. The signature of the President or other
authorized Officer upon a certificate may be a facsimile if the certificate is
manually signed on behalf of a transfer agent, or a registrar, other than the
Corporation itself or an employee of the Corporation.

          6.03 Signature by Former Officers. In case any Officer, who has signed
or whose facsimile signature has been placed upon, any certificate for shares,
shall have ceased to be such Officer before such certificate is issued, it may
be issued by the Corporation with the same effect as if he or she were such
Officer at the date of its issue.

          6.04 Transfer of Shares. Prior to due presentment of a certificate for
shares for registration of transfer, the Corporation may treat the shareholder
of such shares as the person exclusively entitled to vote, to receive
notifications and otherwise to have and exercise all the rights and powers of an
owner. Where a certificate for shares is presented to the Corporation with a
request to register for transfer, the Corporation shall not be liable to the
owner or any other person suffering loss as a result of such registration of
transfer if (i) there were on or with the certificate the necessary
endorsements, and (ii) the Corporation had no duty to inquire into adverse
claims or has discharged any such duty. The Corporation may require reasonable
assurance that said endorsements are genuine and effective and in compliance
with such other regulations as may be prescribed by or under the authority of
the Board of Directors.

          6.05 Lost, Destroyed or Stolen Certificates. Where the owner claims
that his or her certificate for shares has been lost, destroyed or wrongfully
taken, a new certificate shall be issued in place thereof if the owner (i) so
requests before the Corporation has notice that such shares have been acquired
by a bona fide purchaser, and (ii) files with the Corporation a sufficient
indemnity bond, and (iii) satisfies such other reasonable requirements as may be
prescribed by or under the authority of the Board of Directors.

          6.06 Consideration for Shares. The shares of the Corporation may be
issued for such consideration as shall be fixed from time to time by the Board
of Directors, provided that any shares having a par value shall not be issued
for a consideration less than the par value thereof. The consideration to be
received for shares may consist of any tangible or intangible property or
benefit to the Corporation, including cash, promissory notes, services
performed, contracts for services to be performed or other securities of the
Corporation. When the Corporation receives the consideration for which the Board
of Directors authorized the issuance of shares, the shares issued for that
consideration are fully paid and nonassessable, except as


                                       10



provided by Section 180.0622 of the Wisconsin Business Corporation Law (or any
successor statutory provision) which may require further assessment for unpaid
wages to employees under certain circumstances. The Corporation may place in
escrow shares issued for a contract for future services or benefits or a
promissory note, or make other arrangements to restrict the transfer of the
shares, and may credit distributions in respect of the shares against their
purchase price, until the services are performed, the benefits are received or
the note is paid. If the services are not performed, the benefits are not
received or the note is not paid, the Corporation may cancel, in whole or in
part, the shares escrowed or restricted and the distributions credited.

          6.07 Stock Regulations. The Board of Directors shall have the power
and authority to make all such further rules and regulations not inconsistent
with the statutes of the State of Wisconsin as it may deem expedient concerning
the issue, transfer and registration of certificates representing shares of the
Corporation.

                          ARTICLE VII. INDEMNIFICATION

          7.01 Indemnification for Successful Defense. As required by the
Wisconsin Business Corporation Law, the Corporation shall indemnify a Director,
Officer or Employee to the extent he or she has been successful on the merits or
otherwise in the defense of a proceeding, for all reasonable expenses incurred
in the proceeding if the Director, Officer or Employee was a party because he or
she is a Director, Officer or Employee of the Corporation.

          7.02 Other Indemnification. In cases not included under Section 7.01
hereof, and as provided by Section 180.0851(2) of the Wisconsin Business
Corporation Law (or any successor statutory provision), the Corporation shall
indemnify a Director or Officer against liability incurred by the Director or
Officer in a proceeding to which the Director or Officer was a party because he
or she is a Director or Officer of the Corporation, unless liability was
incurred because the Director or Officer breached or failed to perform a duty
that he or she owes to the Corporation and the breach or failure to perform
constitutes any of the following:

          (i)  A wilful failure to deal fairly with the Corporation or its
               shareholders in connection with a matter in which the Director or
               Officer has a material conflict of interest;

          (ii) A violation of the criminal law, unless the Director or Officer
               has reasonable cause to believe that his or her conduct was
               lawful or no reasonable cause to believe that his or her conduct
               was unlawful;

          (iii) A transaction from which the Director or Officer derived an
               improper personal profit; or

          (iv) Wilful misconduct.

          7.03 Allowance of Expenses. Within ten days after receipt of a written
request by a Director or Officer who is a party to a proceeding, the Corporation
shall pay or reimburse his or her reasonable expenses as incurred if the
Director or Officer provides the Corporation with all of the following:


                                       11



          (i)  A written affirmation of his or her good faith belief that he or
               she has not breached or failed to perform his or her duties to
               the Corporation; and

          (ii) A written undertaking, executed personally or on his or her
               behalf, to repay the allowance (together with reasonable interest
               thereon) to the extent that it is ultimately determined under
               Sections 7.01 and 7.02 hereof and pursuant to Section 180.0855 of
               the Wisconsin Business Corporation Law (or any successor
               statutory provision) that indemnification is not required, will
               not be provided, or is not so ordered by a court under Section
               180.0854 of the Wisconsin Business Corporation Law (or any
               successor statutory provision). The undertaking under this
               subsection shall be an unlimited general obligation of the
               Director or Officer, and may be accepted without reference to his
               or her ability to repay the allowance. The undertaking may be
               secured or unsecured as determined by the Board of Directors.

                            ARTICLE VIII. FISCAL YEAR

          The Corporation's fiscal year shall be a calendar year.

                                ARTICLE IX. SEAL

          There shall be no corporate seal.

                              ARTICLE X. AMENDMENTS

          9.01. By Shareholders. The By-laws may be altered, amended or repealed
and new By-laws may be adopted by the shareholders by the affirmative vote
specified in Section 2.07 of these By-laws.

          9.02. By Directors. The By-laws may also be altered, amended or
repealed and new By-laws may be adopted by the Board of Directors by affirmative
vote of a majority of the number of Directors present at or participating in any
meeting at which a quorum is in attendance; but no By-law adopted by the
shareholders shall be amended or repealed by the Board of Directors if the
By-law so adopted so provides.

          9.03. Implied Amendments. Any action taken or authorized by the
shareholders or by the Board of Directors, which would be inconsistent with the
By-laws then in effect but is taken or authorized by affirmative vote of not
less than the number of shares or the number of Directors required to amend the
By-laws so that the By-laws would be consistent with such action, shall be given
the same effect as though the By-laws had been temporarily amended or suspended
so far, but only so far, as is necessary to permit the specific action so taken
or authorized.


                                       12



          9.04. Intent to Supersede. These By-laws shall supersede the By-laws
of the Corporation which were previously the By-laws of Kutz Ambulance Service,
Inc.


                                       13

EX-3.90

                                                                    Exhibit 3.90

                          CERTIFICATE OF INCORPORATION

                                       OF

                      LAIDLAW MEDICAL TRANSPORTATION, INC.

      1. The name of the corporation is:

                      LAIDLAW MEDICAL TRANSPORTATION, INC.

      2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

      3. The nature of the business or purposes to be conducted or promoted is
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.

      4. The total number of shares of stock which the corporation shall have
authority to issue is One Hundred (100) all of such shares shall be without par
value.

      5. The board of directors is authorized to make, alter or repeal the
by-laws of the corporation. Election of directors need not be by written ballot.

      6. The name and mailing address of the incorporator is:

                                 M. C. Kinnamon
                                 Corporation Trust Center
                                 1209 Orange Street
                                 Wilmington, Delaware 19801

      I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of
Delaware, do make this certificate, hereby declaring and certifying that this is
my act and deed and the facts herein stated are true, and accordingly have
hereunto set my hand this 18th day of March, 1993.

                                 /s/ M. C. Kinnamon
                                 ----------------------------
                                 M. C. Kinnamon



                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                            BEFORE PAYMENT OF CAPITAL

                                       OF

                      LAIDLAW MEDICAL TRANSPORTATION, INC.

      I, the undersigned, being the sole incorporator of LAIDLAW MEDICAL
TRANSPORTATION, INC. a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware

      DO HEREBY CERTIFY:

      FIRST: That Article 4. of the Certificate of Incorporation be and it
hereby is amended to read as follows:

      The total number of shares of stock which the corporation shall have
authority to issue is One Hundred (100) and the par value of each of such shares
is one Dollar ($1.00) amounting in the aggregate to One Hundred Dollars
($100.00).

      SECOND: That the corporation has not received any payment for any of its
stock.

      THIRD: That the amendment was duly adopted in accordance with the
provisions of section 241 of the General Corporation Law of the State of
Delaware.

      IN WITNESS WHEREOF, I have signed this certificate this 7th day of April,
1993.

                                         /s/ M. C. Kinnamon
                                         -----------------------------------
                                         M. C. Kinnamon



                       CERTIFICATE OF OWNERSHIP AND MERGER

                                     MERGING
                             Chair There North, Inc.
                                Belle River, Inc.
                      Lifeline Medical Transportation, Inc.
                            Express Paratransit, Inc.
                               The 4th Party, Inc.

                                      INTO

                      LAIDLAW MEDICAL TRANSPORTATION, INC.

                                     * * * *

Laidlaw Medical Transportation, Inc, a corporation organized and existing under
the laws of Delaware,

DOES HEREBY CERTIFY:

FIRST: That this corporation was incorporated on the 18th day of March, 1993,
pursuant to the General Corporate Law of the State of Delaware; the provisions
of which permit the merger of a subsidiary corporation of another state into a
parent corporation organized and existing under the laws of the said state.

SECOND: That this corporation owns all of the outstanding shares of the stock of
Chair There North, Inc, a corporation incorporated on the 22nd day of January,
1979, pursuant to the Business Corporation Law of the State of California.

THIRD: That this corporation owns all of the outstanding shares of the stock of
Belle River, Inc, a corporation incorporated on the 5th day of May, 1986,
pursuant to the Business Corporation Law of the State of California.

FOURTH: That this corporation owns all of the outstanding shares of the stock of
Lifeline Medical Transportation, Inc., a corporation incorporated on the 20th
day of May, 1986, pursuant to the Business Corporation Law of the State of
California.

FIFTH: That this corporation owns all of the outstanding shares of the stock of
Express Paratransit, Inc., a corporation incorporated on the 18th day of
November, 1992, pursuant to the Business Corporation Law of the State of
California.



SIXTH: That this corporation owns all of the outstanding shares of the stock of
The 4th Party, Inc., a corporation incorporated on the 27th day of February,
1981, pursuant to the Business Corporation law of the State of Missouri.

SEVENTH: That this corporation, by the following resolutions of its Board of
Directors, duly adopted by unanimous written consent of its members, filed with
the minutes of the Board on the L1 ay of August, 1994, determined to and did
merge into self said Chair There North, Inc., Belle River, Inc., Lifeline
Medical Transportation, Inc., Express Paratransit, Inc. and The 4th Party, Inc.:

"RESOLVED, that Laidlaw Medical Transportation, Inc. merge, and it hereby does
merge into itself Chair There North, Inc., Belle River, Inc., Lifeline Medical
Transportation, Inc., Express Paratransit, Inc. and The 4th Party, Inc., and
assumes all of their obligations; and

FURTHER RESOLVED, that the merger shall be effective on September 1, 1994; and

FURTHER RESOLVED, that the proper officers of this corporation be and they are
hereby directed to make and execute a Certificate of Ownership and Merger
setting forth a copy of the resolution to merge said Chair There North, Inc.
Belle River, Inc., Lifeline Medical Transportation, Inc., Express Paratransit,
Inc. and The 4th Party, Inc., and assumes their liabilities and obligations, and
the date of adoption thereof, and to cause the same to have filed with the
Secretary of State and a certified copy recorded in the office of the Recorder
of Deeds of New Castle County and to do all acts and things whatsoever, whether
within or without the State of Delaware, which may be in anyway necessary or
proper to effect said merger."

EIGHTH: Anything herein or elsewhere to the contrary notwithstanding, this
merger may be amended or terminated and abandoned by the Board of Directors of
Laidlaw Medical Transportation, Inc. at any time prior to the date of filing the
merger with the Secretary of State.

IN WITNESS WHEREOF, said Laidlaw Medical Transportation, Inc. has cause this
Certificate to be signed by Robert E. Jarrett, its Vice-President and attested
by Robert H. Byrne, its Secretary on this 23 day of August, 1994.

                                 Laidlaw Medical Transportation, Inc.

                                 By:  /s/  Robert E. Jarrett
                                      -----------------------------------------
                                          Robert E. Jarrett - Vice-President

ATTEST:

By:  /s/ Robert H. Byrne
     -------------------------------
         Robert H. Byrne - Secretary

                                       4


                       CERTIFICATE OF OWNERSHIP AND MERGER

                                     MERGING

                       FOOTHILLS AMBULANCE & RESCUE, INC.,
                         HALEY WHEELCHAIR CAB, INC. AND
                                    W. J. CO.

                                      INTO

                      LAIDLAW MEDICAL TRANSPORTATION, INC.

                                   * * * * * *


Laidlaw Medical Transportation, Inc., a corporation organized and existing under
the laws of Delaware,

DOES HEREBY CERTIFY:

FIRST: That this corporation was incorporated an the 18th day of March, 1993,
pursuant to the General Corporate Law of the State of Delaware; the provisions
of which permit the merger of a subsidiary corporation of another state into a
parent corporation organized and existing under the laws of the said state.

SECOND: That this corporation owns all of the outstanding shares of the stock of
Foothills Ambulance & Rescue, Inc., a corporation incorporated on the 27th day
of August, 1981, pursuant to the Business Corporation Law of the State of
Colorado.

THIRD: That this corporation owns all of the outstanding shares of the stock of
Haley Wheelchair Cab, Inc., a corporation incorporated on the 14th day of
August, 1993, pursuant to the Business Corporation Law of the State of Colorado.

FOURTH: That this corporation owns all of the outstanding shares of the stack of
W. J. Co, a corporation incorporated on the 5th day of May, 1982, pursuant to
the Business Corporation Law of the State of Colorado.

FIFTH: That this corporation, by the following resolutions of its Board of
Directors, duly adopted by unanimous written consent of its members, filed with
the minutes of the Board on the 13th day of December, 1994, determined to and
did merge into self said Foothills Ambulance & Rescue, Inc., Haley Wheelchair
Cab, Inc. and W. J. Co.:

"RESOLVED, that Laidlaw Medical Transportation, Inc. merge, and it hereby does
merge into itself Foothills Ambulance & Rescue, Inc., Haley Wheelchair Cab, Inc.
and W. J. Co., and assumes all of their obligations; and



FURTHER RESOLVED, that the merger shall be effective on December 31, 1994; and

FURTHER RESOLVED, that the proper officers of this corporation be and they are
hereby directed to make and execute a Certificate of Ownership and Merger
setting forth a copy of the resolution to merge said Foothills Ambulance &
Rescue, Inc., Haley Wheelchair Cab, Inc. and W. J. Co., and assumes their
liabilities and obligations, and the date of adoption thereof, and to cause the
same to have filed with the Secretary of State and a certified copy recorded in
the office of the Recorder of Deeds of New Castle County and to do all acts and
things whatsoever, whether within or without the State of Delaware, which may be
in anyway necessary or proper to effect said merger."

SIXTH: Anything herein or elsewhere to the contrary notwithstanding, this merger
may be amended or terminated and abandoned by the Board of Directors of Laidlaw
Medical Transportation, Inc. at any time prior to the date of filing the merger
with the Secretary of State.

IN WITNESS WHEREOF, said Laidlaw Medical Transportation, Inc. has cause this
Certificate to be signed by Robert E. Jarrett, its Vice-President and attested
by Robert H. Byrne, its Secretary on this 13th day of December, 1994.

                                  Laidlaw Medical Transportation, Inc.

                                  By:  /s/ Robert E. Jarrett
                                       ----------------------------------------
                                           Robert E. Jarrett - Vice-President

ATTEST:

By:  /s/ Robert H. Byrne
     -------------------------------
         Robert H. Byrne - Secretary

                                       6


                       CERTIFICATE OF OWNERSHIP AND MERGER

                                     MERGING

                           A-1 Ambulance Service, Inc.
                              Halls Emergency, Inc.
                             Newhall Ambulance, Inc.
                            Peninsula Ambulance, Inc.
                                      INTO

                      LAIDLAW MEDICAL TRANSPORTATION, INC.

                                   * * * * * *

Laidlaw Medical Transportation, Inc., a corporation organized and existing under
the laws of Delaware,

DOES HEREBY CERTIFY:

FIRST: That this corporation was incorporated on the 18th day of March, 1993,
pursuant to the General Corporate Law of the State of Delaware; the provisions
of which permit the merger of a subsidiary corporation of another state into a
parent corporation organized and existing under the laws of the said state.

SECOND: That this corporation owns all of the outstanding shares of the stock of
A-1 Ambulance Service, Inc., a corporation incorporated on the 29th day of July,
1981, pursuant to the Business Corporation Law of the State of Texas.

THIRD: That this corporation owns all of the outstanding shares of the stock of
Halls Emergency, Inc., a corporation incorporated on the 24th day of February,
1981, pursuant to the Business Corporation Law of the State of Montana.

FOURTH: That this corporation owns all of the outstanding shares of the stock of
Newhall Ambulance, Inc., a corporation incorporated on the 7th day of February,
1966, pursuant to the Business Corporation Law of the State of California.

FIFTH: That this corporation owns all of the outstanding shares of the stock of
Peninsula Ambulance, Inc., a corporation incorporated on the 7th day of June,
1989, pursuant to the Business Corporation Law of the State of California.

SIXTH: That this corporation, by the following resolutions of its Board of
Directors, duly adopted by unanimous written consent of its members, filed with
the minutes of the Board on the ____ day of August, 1995, determined to and did
merge into self said A-1 Ambulance Service, Inc., Halls Emergency, Inc., Newhall
Ambulance, Inc. and Peninsula Ambulance, Inc.:



"RESOLVED, that Laidlaw Medical Transportation, Inc. merge, and it hereby does
merge into itself A-1 Ambulance Service, Inc., Halls Emergency, Inc., Newhall
Ambulance, Inc. and Peninsula Ambulance, Inc., and assumes all of their
obligations; and

FURTHER RESOLVED, that the merger shall be effective on August 31, 1995; and

FURTHER RESOLVED, that the proper officers of this corporation be and they are
hereby directed to make and execute a Certificate of Ownership and Merger
setting forth a copy of the resolution to merge said A-1 Ambulance Service,
Inc., Halls Emergency, Inc., Newhall Ambulance, Inc. and Peninsula Ambulance,
Inc., and assumes their liabilities and obligations, and the date of adoption
thereof, and to cause the same to have filed with the Secretary of State and a
certified copy recorded in the office of the Recorder of Deeds of New Castle
County and to do all acts and things whatsoever, whether within or without the
State of Delaware, which may be in anyway necessary or proper to effect said
merger."

SEVENTH: Anything herein or elsewhere to the contrary notwithstanding, this
merger may be amended or terminated and abandoned by the Board of Directors of
Laidlaw Medical Transportation, Inc. at any time prior to the date of filing the
merger with the Secretary of State.

IN WITNESS WHEREOF, said Laidlaw Medical Transportation, Inc. has cause this
Certificate to be signed by Robert E. Jarrett, its Vice-President and attested
by Robert H. Byrne, its Secretary on this 23 day of August, 1995.

                                  Laidlaw Medical Transportation, Inc.

                                  By:  /s/ Robert E. Jarrett
                                       ----------------------------------------
                                           Robert E. Jarrett - Vice-President

ATTEST:

By:  /s/ Robert H. Byrne
     -------------------------------
         Robert H. Byrne - Secretary

                                       8


                              CERTIFICATE OF MERGER

                                       OF

          Rapid City-Pennington County Emergency Medical Services, Inc.
                            Wheelchair Transport Ltd.
                          Mercy Ambulance Service, Inc.
                            Atlantic Ambulance, Inc.
                         General Ambulance Service, Inc.
                        TransMed Ambulance Service, Inc.
                   Northside Hospital Ambulance Service, Inc.
                        Star Life Ambulance Service, Inc.
                         Century Ambulance Service, inc.
                         Critical Care Transports, Inc.
                                 Medi-Ride, Inc.
                         Medi-Van Ambulette Corporation
                           Ace Ambulance Service, inc.
                                EmergiCare, Inc.

                             Shepard Ambulance, Inc.
                        CareLine Ambulance Service, Inc.
                           Solano Ambulance Co., Inc.
                             Stockton Ambulance Co.
                CareLine Transportation Management Services, Inc.
                          Pruner Health Services, Inc.
                            Medic-1 Enterprises, Inc.
                                  Med-Pay, Inc.
                       Southland Ambulance Services, Inc.
                       Mercy Ambulance of Fort Wayne, Inc.
                          Mercy Ambulance of Reno, Inc.
                    Central Ambulance Service of Texas, Inc.
                 Central Ambulance Service of Hunt County, Inc.
                     AmeriStat Mobile Medical Services, Inc.
                           AmeriStat Gulf Coast, Inc.
                              Allyn Ambulance, Inc.
                     Hou-Tex EmergiCare Transportation, Inc.
                         AmeriStat Navarre-Diamond, Inc.
                          Stat-Tech Acquisition Company
                        Life-Corn Services of Texas, Inc.
                   AmeriStat Emergency Medical Services, Inc..
                          AmeriStat South Central, inc.
                         Tiger Marc Acquisition Company

                           AmCare Acquisition Company
                       Medi-Trans Ambulance Service, Inc.
                          AmeriStat of East Texas, Inc.



                     Beaumont Medic-Care Acquisition Company
                           Diamond Acquisition Company
                              LifeLine E.M.S., Inc.
                      L.L.E.M.S. Community Ambulance, Inc.
                                L.L.E.M.S., Inc.

                                      INTO

                      Laidlaw Medical Transportation, Inc.

                                   * * * * * *

The undersigned corporation organized and existing under and by virtue of the
General Corporation Law of Delaware,

DOES HEREBY CERTIFY:

      FIRST: That the name and sate of incorporation of each of the constituent
corporations of the merger is as follows:



                          NAME                                  STATE OF INC.
- -------------------------------------------------------------   -------------
                                                             
Rapid City Pennington County Emergency Medical Services, Inc.   South Dakota
Wheelchair Transport Ltd.                                       South Dakota
Mercy Ambulance Service, Inc.                                   California
Atlantic Ambulance, Inc.                                        Delaware
General Ambulance Service, Inc.                                 Georgia
TransMed Ambulance Service, Inc.                                Georgia
Northside Hospital Ambulance Service, Inc.                      Georgia
Star Life Ambulance Service, inc.                               Georgia
Century Ambulance Service, Inc.                                 Georgia
Critical Care Transports, Inc.                                  Georgia
Medi Ride, Inc.                                                 California
Medi-Van Ambulette Corporation                                  California
Ace Ambulance Service, Inc.                                     Connecticut
EmergiCare, Inc.                                                Wyoming

Shepard Ambulance, Inc.                                         Washington
CareLine Ambulance Service, Inc.                                Colorado
Solano Ambulance Co., Inc.                                      California
Stockton Ambulance Co.                                          California
CareLine Transportation Management Services, Inc.                California
Pruner Health Services, Inc,                                    California
Medic-1 Enterprises, Inc.                                       California
Med-Pay, Inc.                                                   California


                                       10


                                                             
Southland Ambulance Services, Inc.                              California
Mercy Ambulance of Fort Wayne, Inc.                             Indiana
Mercy Ambulance of Reno, Inc.                                   Nevada
Central Ambulance Service of Texas, Inc.                        Texas
Central Ambulance Service of Hunt County, Inc.                  Nevada
AmeriStat Mobile Medical Services, Inc.                         Delaware
AmeriStat Gulf Coast, Inc.                                      Texas
Allyn Ambulance, Inc.                                           Texas
Hou-Tex EmergiCare Transportation, Inc.                         Texas
AmeriStat Navarre-Diamond, Inc.                                 Texas
Stat-Tech Acquisition Company                                   Texas
Life-Corn Services of Texas, Inc.                               Texas
AmeriStat Emergency Medical Services, Inc.                      Texas
AmeriStat South Central, Inc.                                   Texas
Tiger Marc Acquisition Company                                  Texas
AmCare Acquisition Company                                      Texas
Medi-Trans Ambulance Service, Inc.                              Texas
AmeriStat of East Texas, Inc.                                   Texas
Beaumont Medic-Care Acquisition Company                         Texas
Diamond Acquisition Company                                     Texas
LifeLine E.M.S., Inc.                                           Texas
L.L.E.M.S. Community Ambulance, Inc.                            Oklahoma
L.L.E.M.S., Inc.                                                Texas
Laidlaw Medical Transportation, Inc.                            Delaware



      SECOND: That the authorized stock for the non-Delaware corporations are as
follows:

            See attached Schedule "A"

      THIRD: That an agreement of merger between the parties to the merger has
been approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of section 252 of
the General Corporation Law of Delaware.

      FOURTH: That the name of the surviving corporation of the merger is
Laidlaw Medical Transportation, Inc.

      FIFTH: That the Certificate of Incorporation of Laidlaw Medical
Transportation, Inc., a Delaware corporation which will survive the merger,
shall be the Certificate of Incorporation of the surviving corporation.

      SIXTH: That the executed Agreement of Merger is on file at the principal
place of business of the surviving corporation, the address of which is 3221
North Service Road, Burlington, Ontario, Canada, L7R 3\ 8.



      SEVENTH: That a copy of the agreement of Merger will be furnished by the
surviving corporation, on request and without cost, to any stockholder of any
constituent corporation.

      EIGHTH: That this Certificate of Merger shall be effective on August 31,
1996.

DATED August 29th, 1996.

                                       Laidlaw Medical Transportation, Inc.

                                       By:  /s/ Robert H. Byrne
                                            ------------------------------
                                                Robert H. Byrne - Secretary

                                       12


                                  Schedule "A"



Name of Corporation                          Authorized Shares   Par Value
- ------------------------------------------   -----------------   ----------
                                                           
Rapid City-Pennington County                 1,000 Common        1.00
Emergency Medial Services, Inc.

Wheelchair Transport Ltd.                    5,000 Common        100.00

Mercy Ambulance Service, Inc                 5,000 Common        0.00

General Ambulance Service, Inc.              500 Common          1.00

TransMed Ambulance Service, Inc.             3,000 Common        0.001

Northside Hospital Ambulance Service, Inc.   50,000 Common       0.00

Star Life Ambulance Service, Inc.            250,000 Common      1.00

Century Ambulance Service, Inc               50,000 Common       0.00

Critical Care Transports, Inc.               10,000 Common       1.00

Medi-Ride, Inc                               10,000 Common       0.00

Medi-Van Ambulette Corporation               1,000 Common        0.00

Ace Ambulance Service, Inc.                  5,000 Common        0.00

EmergiCare, Inc.                             50,000 Common       0.00

Shepard Ambulance, Inc.                      50,000 Common       100.00

CareLine Ambulance Service, Inc.             3,000 Common        0.00

Solana Ambulance Co., Inc.                   50,000 Common       10.00

Stockton Ambulance Co.                       2,500 Common        10.00

CareLine Transportation
Management Services, Inc.                    3,000 Common        0.0001

Pruner Health Services, Inc.                 75,000 Common       0.00

Medic-1 Enterprises, Inc.                    10,000 Common       0.00



                                                           
Med Pay, Inc.                                10,000 Common       0.00

Southland Ambulance Services, Inc.           2,500 Common        0.00

Mercy Ambulance of Fort Wayne, Inc.          1,000 Common        1.00

Mercy Ambulance of Reno, Inc.                2,500,000 Common    0.01

Central Ambulance Service of Texas, Inc.     1,000,000 Common    0.00

Central Ambulance Service of
Hunt County, Inc.                            1,000 Common        0.01

AmeriStat Gulf Coast, Inc.                   1,000 Common        0.01

Allyn Ambulance, Inc.                        100,000 Common      1.00

Hou-Tex EmergiCare Transportation, Inc.      1,000 Common        0.00

AmeriStat Navarre-Diamond, Inc.              1,000 Common        0.01

Stat-Tech Acquisition Company                1,000 Common        0.01

Life-Com Services of Texas, Inc.             10,000 Common       1.00

AmeriStat Emergency Medical Services, Inc.   10,000 Common       0.10

AmeriStat South Central, Inc.                1,000 Common        0.01

Tiger Marc Acquisition Company               1,000 Common        0.01

AmCare Acquisition Company                   1,000 Common        0,01

Medi-Trans Ambulance Service, Inc.           100 Common          0.00

AmeriStat of East Texas, Inc.                1,000 Common        0.01

Beaumont Medic-Care Acquisition Company      1,000 Common        0.01

Diamond Acquisition Company                  1,000 Common        0.01

LifeLine E.M.S., Inc.                        1.00 Common         0.00

L.L.E.M.S. Community Ambulance, Inc.         1,000 Common        L00

L.L.E.M.S., Inc.                             100 Common          0.00



                                       14


                       CERTIFICATE OF OWNERSHIP AND MERGER

                                       OF

                         EMERGICARE OF NEW MEXICO, INC.
                              a Wyoming corporation

                                  WITH AND INTO

                      LAIDLAW MEDICAL TRANSPORTATION, INC.
                             a Delaware corporation

      Under Section 253 of the General Corporation Law of the State of Delaware,
Laidlaw Medical Transportation, Inc., a corporation organized and existing under
the laws of the State of Delaware ("the Parent"), DOES HEREBY CERTIFY:

      FIRST: That the Parent was incorporated on the 18th day of March, 1993,
pursuant to Section 101 of the General Corporation Law of the State of Delaware.

      SECOND: That the Parent owns all of the outstanding capital stock of
Emergicare of New Mexico, Inc., a corporation incorporated on the 11th day of
May, 1988 pursuant to the Wyoming Business Corporation Act (the "Subsidiary").

      THIRD: That, on August 25, 1997, the Board of Directors of the Parent
adopted the resolutions attached hereto as Exhibit A in connection with the
Merger of the Subsidiary with and into itself.

      FOURTH: The persons who are directors of the Parent immediately prior to
the Merger shall be, upon the effectiveness of the Merger, the directors of the
Surviving Corporation, without change until their resignation or removal or
until their successors have been duly elected and qualified in accordance with
the laws of the State of Delaware, the Certificate of Incorporation and By-Laws
of the Surviving Corporation. The persons who are officers of the Parent
immediately prior to the Merger shall continue, after the effectiveness of the
Merger, as officers of the Surviving Corporation, without change until their
resignation or removal or until their successors have been elected or appointed
and qualified in accordance with the laws of the State of Delaware and the
Certificate of Incorporation and By-Laws of the Surviving Corporation.

      EIGHTH: That this Certificate of Ownership and Merger shall be effective
August 28, 1997.

      IN WITNESS WHEREOF, the undersigned, being the Vice President of Laidlaw
Medical Transportation, Inc., has executed this Certificate and hereby affirms
under the penalties of perjury that its contents are true as of this 27th day of
August, 1997.



LAIDLAW MEDICAL TRANSPORTATION, INC.

By:  /s/ Joshua T. Galnes
     ---------------------------------------
         Joshua T. Galnes, Vice President

                                       16


                                    EXHIBIT A

                      LAIDLAW MEDICAL TRANSPORTATION, INC.

                      Resolutions of the Board of Directors

                                     Merger

RESOLVED:   That, pursuant to Section 253 of the General Corporation Law of the
            State of Delaware, and the applicable laws of the State of Wyoming,
            Emergicare of New Mexico, Inc. its wholly-owned subsidiary (the
            "Subsidiary"), merge with and into this Corporation (the "Merger");
            that the effective time of the Merger (the "Effective Time") shall
            be at such time as the Certificate of Ownership and Merger of the
            Subsidiary with and into this Corporation is filed with the office
            of the Secretary of State of the State of Delaware and the
            corresponding Articles of Merger are filed with the Secretary of
            State of the State of Wyoming; that it is in the best interest of
            this Corporation and the Subsidiary that the corporations merge,
            with this Corporation being the Surviving Corporation (the
            "Surviving Corporation"); that at the Effective Time, (i) the
            Surviving Corporation shall assume all of the Subsidiary liabilities
            and obligations pursuant to Wyoming Business Corporation Act and
            Section 253 of the General Corporation Law of the State of Delaware
            (ii) the identity, existence, rights, privileges, powers,
            franchises, properties and assets of the Surviving Corporation
            continue unaffected and unimpaired by the Merger, and (iii) the
            identity and separate existence of the Subsidiary shall cease and
            all of the rights, privileges, powers, franchises. properties and
            assets of the Subsidiary shall be vested in the Surviving
            Corporation; and that the President, any Vice President, and the
            Secretary and any Assistant Secretary of this Corporation at the
            time in office be, and they are, and each of them acting singly is,
            hereby authorized, in the name and on behalf of this Corporation, to
            take any and all actions and to execute, file or cause to be filed
            any and all documents, agreements, instruments or certificates,
            including without limitation executing and filing a Certificate of
            Ownership and Merger pursuant to Sections 103 and 253 of the General
            Corporation Law of Delaware, and to do or cause to be done any and
            all other things as such officer or officers may ill his, her or
            their judgment deem necessary, desirable or appropriate in order to
            give effect to, and carry out the intent of, this resolution, the
            execution and delivery of any such documents, instruments or
            certificates and the taking of any such action to be conclusive
            evidence that the same has been approved by this Board of Directors.

                    Certificate of Incorporation and By-Laws

RESOLVED:   That from and after the Effective Time and thereafter until amended
            as provided by law, the Certificate of Incorporation of the
            Surviving Corporation shall be the Certificate of Incorporation of
            this Corporation, and the By-Laws of the Surviving Corporation shall
            be the By-Laws of this Corporation, each as in effect immediately
            prior to the Effective Time.



                             Directors and Officers

RESOLVED:   That each of the directors and officers of this Corporation
            immediately prior to the Effective Time shall continue in the same
            position or positions with the Surviving Corporation following the
            Effective Time, in each case until his or her successor is elected
            and qualified, or until his or her earlier death, resignation or
            removal.

                                     General

RESOLVED:   That the officers of this Corporation at the time in office be, and
            they are, and each of them acting singly is, authorized from time to
            time, in the name and on behalf of this Corporation, under the
            corporate seal of the Corporation, if desired, attested by an
            appropriate officer, if desired, to execute, acknowledge and deliver
            all such orders, directions, certificates, instruments, agreements
            and other documents, and to do or cause to be done all such other
            acts, as may be shown by his, her or their execution and performance
            thereof to be in his, her or their judgement necessary or desirable
            in connection with the consummation of the transactions referred to
            in or the obligations contemplated by the foregoing resolutions, or
            any transactions otherwise authorized by these resolutions, the
            taking of any such action and the execution and delivery of any such
            documents, instruments or certificates to be conclusive evidence
            that the same has been approved by the Board of Directors of this
            Corporation.

RESOLVED:   That the preceding resolutions relating to the Merger may be
            rescinded by the Board of Directors of this Corporation at any time
            before the Effective Time.

                                       18

EX-3.91

                                                                    Exhibit 3.91

                      LAIDLAW MEDICAL TRANSPORTATION, INC.

                                     BY-LAWS

                                    ARTICLE I

                                     OFFICES

          Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

          Section 2. The corporation may also have offices at such other places
both within and without the State of Delaware as the board of directors may from
time to time determine or the business of the corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

          Section 1. All meetings of the stockholders for the election of
directors shall be held at such place either within or without the State of
Delaware as shall be designated from time to time by the board of directors and
stated in the notice of the meeting. Meetings of stockholders for any other
purpose may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.

          Section 2. Annual meetings of stockholders shall be held at such date
and time as shall be designated from time to time by the board of directors and
stated in the notice of the meeting, at which they shall elect by a plurality
vote a board of directors, and transact such other business as may properly be
brought before the meeting.



          Section 3. Written notice of the annual meeting stating the place,
date and hour of the meeting shall be given to each stockholder entitled to vote
at such meeting not less than ten nor more than sixty days before the date of
the meeting.

          Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

          Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

          Section 6. Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than ten nor more than sixty days before the
date of the meeting, to each stockholder entitled to vote at such meeting.


                                       2



          Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

          Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

          Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.

          Section 10. Unless otherwise provided in the certificate of
incorporation each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no


                                       3



proxy shall be voted on after three years from its date, unless the proxy
provides for a longer period.

          Section 11. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or special meeting
of stockholders of the corporation, or any action which may betaken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

                                   ARTICLE III

                                    DIRECTORS

          Section 1. The number of directors which shall constitute the whole
board shall be not less than one nor more than five. The first board shall
consist of one director. Thereafter, within the limits above specified, the
number of directors shall be determined by resolution of the board of directors
or by the stockholders at the annual meeting. The directors shall be elected at
the annual meeting of the stockholders, except as provided in Section 2 of this
Article, and each director elected shall hold office until his successor is
elected and qualified. Directors need not be stockholders.

          Section 2. Vacancies and newly created directorships resulting from
any increase in the authorized number of directors may be filled by a majority
of the directors then in office, though less than a quorum, or by a sole
remaining director, and the directors so chosen shall hold office until the next
annual election and until their successors are duly elected and shall qualify,


                                       4



unless sooner displaced. If there are no directors in office, then an election
of directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten percent of
the total number of the shares at the time outstanding having the right to vote
for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office.

          Section 3. The business of the corporation shall be managed by or
under the direction of its board of directors which may exercise all such powers
of the corporation and do all such lawful acts and things as are not by statute
or by the certificate of incorporation or by these by-laws directed or required
to be exercised or done by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

          Section 4. The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.

          Section 5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.


                                       5



          Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.

          Section 7. Special meetings of the board may be called by the
president on five days' notice to each director, either personally or by mail or
by telegram; special meetings shall be called by the president or secretary in
like manner and on like notice on the written request of two directors unless
the board consists of only one director; in which case special meetings shall be
called by the president or secretary in like manner and on like notice on the
written request of the sole director.

          Section 8. At all meetings of the board a majority of the directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the board of directors the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

          Section 9. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if all members of the board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the board or committee.

          Section 10. Unless otherwise restricted by the certificate of
incorporation or these by-laws, members of the board of directors, or any
committee designated by the board of directors, may participate in a meeting of
the board of directors, or any committee, by means of


                                       6



conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and such participation
in a meeting shall constitute presence in person at the meeting.

                             COMMITTEES OF DIRECTORS

          Section 11. The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee.

          Any such committee, to the extent provided in the resolution of the
board of directors, shall have and may exercise all the powers and authority of
the board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have. the power or
authority in reference to amending the certificate of incorporation (except that
a committee may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the board of directors
as provided in Section 151(a) fix any of the preferences or rights of such
shares relating to dividends, redemption, dissolution, any distribution of
assets of the corporation or the conversion into, or the exchange of such shares
for, shares of any other class or classes or any other series of the same or any
other class or classes of stock of the corporation) adopting an agreement of
merger or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the corporation's property and assets,
recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or amending the by-laws of the corporation; and,
unless the resolution or the certificate of incorporation expressly so provide,
no such committee


                                       7



shall have the power or authority to declare a dividend or to authorize the
issuance of stock or to adopt a certificate of ownership and merger. Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the board of directors.

          Section 12. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.

                            COMPENSATION OF DIRECTORS

          Section 13. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors and may be paid
a fixed sum for attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                              REMOVAL OF DIRECTORS

          Section 14. Unless otherwise restricted by the certificate of
incorporation or by law, any director or the entire board of directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to vote at an election of directors.

                                   ARTICLE IV

                                     NOTICES

          Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the


                                       8



corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.

          Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                   ARTICLE V

                                    OFFICERS

          Section 1. The officers of the corporation shall be chosen by the
board of directors and shall be a president, a vice-president, a secretary and a
treasurer. The board of directors may also choose additional vice-presidents,
and one or more assistant secretaries and assistant treasurers. Any number of
offices may be held by the same person, unless the certificate of incorporation
or these by-laws otherwise provide.

          Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, one or more
vice-presidents, a secretary and a treasurer.

          Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

          Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.

          Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be


                                       9



removed at any time by the affirmative vote of a majority of the board of
directors. Any vacancy occurring in any office of the corporation shall be
filled by the board of directors.

                                  THE PRESIDENT

          Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.

          Section 7. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.

                               THE VICE-PRESIDENTS

          Section 8. In the absence of the president or in the event of his
inability or refusal to act, the vice-president (or in the event there be more
than one vice-president, the vice-presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
president. The vice-presidents shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

                      THE SECRETARY AND ASSISTANT SECRETARY

          Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all


                                       10



meetings of the stockholders and special meetings of the board of directors, and
shall perform such other duties as may be prescribed by the board of directors
or president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such assistant
secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.

          Section 10. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

          Section 11. The treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.

          Section 12. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.


                                       11



          Section 13. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.

          Section 14. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.

                                   ARTICLE VI

                             CERTIFICATES FOR SHARES

          Section 1. The shares of the corporation shall be represented by a
certificate or shall be uncertificated. Certificates shall be signed by, or in
the name of the corporation by, the chairman or vice-chairman of the board of
directors, or the president or a vice-president and the treasurer or an
assistant treasurer, or the secretary or an assistant secretary of the
corporation.

          Within a reasonable time after the issuance or transfer of
uncertificated stock, the corporation shall send to the registered owner thereof
a written notice containing the information required to be set forth or stated
on certificates pursuant to Sections 151, 156, 202(a) or 218(a) or a statement
that the corporation will furnish without charge to each stockholder who so
requests the powers, designations, preferences and relative participating,
optional or other special rights


                                       12



of each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.

          Section 2. Any of or all the signatures on a certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

                                LOST CERTIFICATES

          Section 3. The board of directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

                                TRANSFER OF STOCK

          Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Upon receipt of proper transfer instructions from the registered owner of


                                       13



uncertificated shares such uncertificated shares shall be cancelled and issuance
of new equivalent uncertificated shares or certificated shares shall be made to
the person entitled thereto and the transaction shall be recorded upon the books
of the corporation.

                               FIXING RECORD DATE

          Section 5. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting: provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.

                             REGISTERED STOCKHOLDERS

          Section 6. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.


                                       14



                                  ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

          Section 1. Dividends upon the capital stock of the corporation,
subject to the provisions of the certificate of incorporation, if any, may be
declared by the board of directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the certificate of incorporation.

          Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                ANNUAL STATEMENT

          Section 3. The board of directors shall present at each annual
meeting, and at any special meeting of the stockholders when called for by vote
of the stockholders, a full and clear statement of the business and condition of
the corporation.

                                     CHECKS

          Section 4. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.

                                   FISCAL YEAR

          Section 5. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.


                                       15



                                      SEAL

          Section 6. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII

                                   AMENDMENTS

          Section 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the board of directors, when
such power is conferred upon the board of directors by the certificate of
incorporation at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption of new
by-laws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal by-laws is conferred upon the board of directors by the
certificate of incorporation it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.


                                       16



                                    STATEMENT

                                       OF

                                SOLE INCORPORATOR

                                       OF

                      LAIDLAW MEDICAL TRANSPORTATION, INC.

                                    * * * * *

          The certificate of incorporation of this corporation having been filed
in the office. of the Secretary of State on March 18, 1993, and a certificate of
amendment before payment of capital, executed by the sole incorporator named in
the certificate of incorporation, having been filed in the office of the
Secretary of State on April 7, 1993, the undersigned, being the sole
incorporator named in the certificate of incorporation, does hereby state that
the following actions were taken on this day for the purpose of organizing this
corporation:

          1. By-laws for the regulation of the affairs of the corporation were
adopted by the undersigned incorporator and were ordered inserted in the minute
book immediately following the copy of the certificate of amendment before
payment of capital and before this instrument.

          2. The following person was elected as a director to hold office until
the first annual meeting of stockholders or until his successor is elected and
qualified:



                                JOHN R. GRAINGER

          3. That the sole director was authorized, in his discretion, to issue
the shares of the capital stock of this corporation to the full amount or number
of shares authorized by the certificate of incorporation, in such amounts and
for such considerations as from time to time shall be determined by the board
and as may be permitted by law.

Dated, April 7th, 1993.


                                        /s/ M.C. Kinnamon
                                        ----------------------------------------
                                        M. C. Kinnamon


                                       18

EX-3.92

                                                                    Exhibit 3.92

Form BCA-2.10                     ARTICLES OF INCORPORATION

(Rev. Jan. 1991)

George H. Ryan                               SUBMIT IN DUPLICATE!
Secretary of State
Department of Business Services
Springfield, IL 62756
Telephone (217) 782-6961                     This space for use by
                                             Secretary of State

Payment must be made by certified            Date ______________________
check, cashiers check, Illinois attorney's
check, Illinois C.P.A's check or             Franchise Tax _____________
money order, payable to Secretary            Filing Fee ________________
of State.

                                             Approved: _________________

1.   CORPORATE NAME: LifeCare Ambulance Service, Inc.

     (The corporate name must contain the word "corporation," "company,"
     "incorporated" "limited" or an abbreviation thereof.)

                                                      
2.   Initial Registered Agent:     Abraham           J.          Stern
                                 First Name   Middle Initial   Last Name



                                                           
     Initial Registered Office:   30 South Wacker Drive,            Suite 2900
                                          Number           Street     Suite #

                                  Chicago,   60606-7484    Cook
                                    City      Zip Code    County



3.   Purpose or purposes for which the corporation is organized:
     (If not sufficient space to cover this point, add one or more sheets of
     this size.)

          To transact any or all lawful activities and businesses which are
          authorized by the Illinois Business Corporation Act of 1983, and to
          purchase or otherwise acquire, hold, use, own, mortgage, sell, convey,
          lease or otherwise dispose of and deal in real and personal property
          of every class and description or any interest therein.



4.   Paragraph 1: Authorized Shares, Issued Shares and Consideration Received:



         Par Value   Number of Shares      Number of Shares     Consideration to be
Class    per Share       Amortized      Proposed to be Issued    Received Therefor
- -----    ---------   ----------------   ---------------------   -------------------
                                                    
Common   $NPV              1,000                1,000                  $1,000

                                                TOTAL                  $1,000


Paragraph 2: The preferences, qualifications, limitations, restrictions and
special or relative rights in respect of the shares of each class are:

(It not sufficient space to cover this point, add one or more sheets of this
size.)

5.   OPTIONAL: (a)   Number of directors constituting the initial board of
                     directors of corporation: _________________

               (b)   Names and addresses of the persons who are to serve as
                     directors until the first annual meeting of shareholders or
                     until their successors are elected and qualify:

                     Name ______________ Residential Address ___________________

6.   OPTIONAL: (a)   It is estimated that the value of all property
                     to be owned by the corporation for the following
                     year wherever located will be:                     $______

               (b)   It is estimated that the value of the property
                     to be located within the State of Illinois
                     during the following year will be:                 $______

               (c)   It is estimated that the gross amount of
                     business that will be transacted by the
                     corporation during the following year will be:     $______

               (d)   It is estimated that the gross amount of
                     business that will be transacted from places of
                     business in the State of Illinois during the
                     following year will be:                            $______

7.   OPTIONAL: OTHER PROVISIONS

                     Attach a separate sheet of this size for any other
                     provision to be included in the Articles of Incorporation,
                     e.g., authorizing preemptive rights, denying cumulative
                     voting, regulating internal affairs, voting majority
                     requirements, fixing a duration other than perpetual, etc.

8.   NAME(S) & ADDRESS(ES) OF INCORPORATOR(S)

     The undersigned incorporator(s) hereby declare(s), under penalties of
perjury, that the statements made in the foregoing Articles of Incorporation are
true.

Dated December 9, 1991

      Signature and Name           Address
      ------------------   ---------------------


1.   /s/ Dana L. Redburg   30 South Wacker Drive
     -------------------           Street
     Signature


                                        2



     Dana L. Redburg             Chicago, IL 60606
     (Type or Print Name)        City/Town      State   Zip Code

2.


     --------------------        -------------------------------
     Signature                   Street

     -------------------         -------------------------------
     (Type or Print Name)        City/Town      State   Zip Code

3.


     --------------------        -------------------------------
     Signature                   Street

     --------------------        -------------------------------
     (Type or Print Name)        City/Town      State   Zip Code

(Signatures must be in ink on original document. Carbon copy, photocopy or
rubber stamp signatures may only be used on conformed copies.)
NOTE: If a corporation acts as incorporator, the name of the corporation and the
state of incorporation shall be shown and the execution shall be shown and the
execution shall be by its President or Vice President, and verified by him and
attested by its Secretary or Assistant Secretary.

                                  FEE SCHEDULE

- -    The initial franchise tax is assessed at the rate of 15/100 of 1 percent
     ($1.50 per $1,000) on the paid in capital represented in this state with a
     minimum of $25 and a maximum of $1,000,000.

- -    The filing fee is $75.

- -    The minimum total due (franchise tax + filing fee) is $100.
     (Applies when the Consideration to be Received as set forth in item 4 does
     not exceed $16,667).

- -    The Department of Business Services in Springfield will provide assistance
     in calculating the total fees if necessary.

Illinois Secretary of State       Springfield, IL 62756
Department of Business Services   Telephone (217) 782-6961


                                        3



YEAR OF                         STATE OF ILLINOIS                  CORPORATION
File Prior to:       DOMESTIC CORPORATION ANNUAL REPORT            FILE NO. ____
                     PLEASE TYPE OR PRINT CLEARLY IN BLACK INK

1.)  CHANGES ONLY:   REGISTERED AGENT    CT CORPORATION
                     REGISTERED OFFICE   208 S. LA SALLE STREET
                     CITY, IL ZIP CODE   CHICAGO, IL 60604

2.)  CORPORATE NAME, REGISTERED AGENT, REGISTERED OFFICE, CITY, IL ZIP CODE

     LIFECARE AMBULANCE SERVICE, INC.
     c/o ABRAHAM J. STERN                    121091
     30 S WACKER DR STE 2900                          COOK
     CHICAGO, IL. 60606-7405                          COUNTY

3a.) State or Country of Incorporation: IL   3b.) Date Qualified To Do Business
                                                  In IL

4.)  The names and residential addresses of ALL officers & directors MUST be
     listed here!



OFFICE      NAME               NUMBER & STREET         CITY           STATE   ZIP
- ---------   ----------------   ---------------------   ------------   -----   ---
                                                          
Resident    John R. Grainger   120 Maplewood Rt.,      Mississaura,   ON
Secretary   Robert H. Byrne    2094 Gordie Tapp CR.,   Burlington     ON
Treasurer   Robert E, ______  1579 MillboroughLine,    E _________    ON
Director    David White        2144 V.A. Tiempo,       ___________    CA
Director    John R. Grainger   120 Maplewood Rt.,      Mississaura,   ON
Director


5.)  If 51% or more of the stock is owned by a minority or female, please check
     appropriate box [ ] Minority Owned   Female Owned

6.)  Number of shares authorized and issued (as of):



CLASS   SERIES   PAR VALUE   NUMBER AUTHORIZED   NUMBER ISSUED
- -----   ------   ---------   -----------------   -------------
                                     
COMM                                1000            1000.000


IMPORTANT! Whenever the amount in item 6 or 7a differs from the Secretary of
State's records, the enclosed BCA 14.30 must be completed.

7a.) The amount of paid-in capital as of 08/30/94 is $50,000.


8.)  By /s/ Robert H. Byrne
        ------------------------------------    Secretary   11/8/94
        (Any Authorized Officer's Signature)     (Title)     (Date)


                                        4



RETURN TO: ITEM 8 MUST BE SIGNED!

                               
Department of Business Services   Under the penalty of perjury and as an
Secretary of State                authorized officer I declare that this annual
Springfield, IL 62756             report and, if applicable, the statement of
Telephone (217) 782-7808          change of registered agent and/or office,
                                  pursuant to provisions in the Business
                                  Corporation Act, been examined by a me and is,
                                  to the best of my knowledge and belief, true,
                                  correct and complete.



                (PLEASE COMPLETE THE REVERSE SIDE OF THIS REPORT)


                                        5

EX-3.93

                                                                    Exhibit 3.93

                                     By-Laws

                                       of

                        LifeCare Ambulance Service, Inc.
                            (an Illinois Corporation)

                                     Adopted

                                December 11, 1991

                                                      This Document Prepared By:

                                                      Sachnoff & Weaver, Ltd.
                                                      30 South Wacker Drive
                                                      Suite 2900
                                                      Chicago, Illinois 60606
                                                      (312) 207-1000



                                TABLE OF CONTENTS



                                                                            Page
                                                                            ----
                                                                         
Article 1 - CORPORATE OFFICES ...........................................     1
   Section 1.1  Principal Corporate Office ..............................      1
   Section 1.2  Registered Office in Illinois ...........................      1

Article 2 - SHAREHOLDERS ................................................     1
   Section 2.1  Annual Meeting ..........................................     1
   Section 2.2  Special Meetings ........................................     1
   Section 2.3  Place of Meeting ........................................     1
   Section 2.4  Notice of Meeting .......................................     2
   Section 2.5  Meeting Of All Shareholders .............................     2
   Section 2.6  Fixing of Record Date ...................................     2
   Section 2.7  Voting Lists ............................................     3
   Section 2.8  Quorum of Shareholders ..................................     3
   Section 2.9  Proxies .................................................     3
   Section 2.10 Voting of Shares ........................................     4
   Section 2.11 Voting of Shares by Certain Holders .....................     4
   Section 2.12 Voting by Ballot; Inspectors ............................     5
   Section 2.13 Informal Action by Shareholders .........................     5

Article 3 - DIRECTORS ...................................................     6
   Section 3.1  General Powers ..........................................     6
   Section 3.2  Number, Tenure and Qualification ........................     6
   Section 3.3  Regular Meetings ........................................     6
   Section 3.4  Special Meetings ........................................     6
   Section 3.5  Notice ..................................................     6
   Section 3.6  Quorum ..................................................     7
   Section 3.7  Manner Of Action ........................................     7
   Section 3.8  Vacancies ...............................................     7
   Section 3.9  Removal Of Directors ....................................     7
   Section 3.10 Compensation.............................................     7
   Section 3.11 Presumption Of Assent ...................................     8
   Section 3.12 Informal Action By Directors ............................     8
   Section 3.13 Participation By Conference Telephone ...................     8
   Section 3.14 Committees ..............................................     8
   Section 3.15 Director Conflict of Interest ...........................     9

Article 4 - OFFICERS ....................................................    10
   Section 4.1  Number ..................................................    10
   Section 4.2  Election and Term of Office .............................    10
   Section 4.3  Removal .................................................    11
   Section 4.4  Vacancies ...............................................    11
   Section 4.5  The President ...........................................    11



                                       i



                                                                         
   Section 4.6  The Vice-Presidents .....................................    11
   Section 4.7  The Secretary ...........................................    12
   Section 4.8  The Treasurer ...........................................    12
   Section 4.9  Assistant Secretaries and Assistant Treasurers ..........    12
   Section 4.10 Salaries ................................................    13

Article 5 - INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
            AGENTS; INSURANCE ...........................................    13
   Section 5.1  Actions Other Than Actions By or in the Right of
                   the Corporation ......................................    13
   Section 5.2  Actions By or in the Right of the Corporation ...........    14
   Section 5.3  Indemnification in Event of Successful Defense ..........    14
   Section 5.4  Procedures for Indemnification ..........................    14
   Section 5.5  Indemnity Insurance .....................................    15

Article 6 - CONTRACTS, LOANS, CHECKS AND DEPOSITS .......................    16
   Section 6.1  Contracts ...............................................    16
   Section 6.2  Loans ...................................................    16
   Section 6.3  Pledges of Property and Assets ..........................    16
   Section 6.4  Checks, Drafts, Etc .....................................    16
   Section 6.5  Deposits ................................................    16

Article 7 - SHARES AND THEIR TRANSFER ...................................    16
   Section 7.1  Consideration for Shares ................................    17
   Section 7.2  Payment for Shares ......................................    17
   Section 7.3  Shares Represented by Certificates ......................    17
   Section 7.4  Uncertificated Shares ...................................    18

Article 8 - FISCAL YEAR .................................................    18

Article 9 - DIVIDENDS ...................................................    19

Article 10 - SEAL .......................................................    19

Article 11 - WAIVER OF NOTICE ...........................................    19

Article 12 - AMENDMENTS TO THE BY-LAWS ..................................    19

Article 13 - STATUTORY REFERENCES .......................................    20




                                       ii



                    LIFECARE AMBULANCE SERVICE, INC. BY-LAWS

                                    Article 1
                                CORPORATE OFFICES

     Section 1.1 Principal Corporate Office. The principal corporate office of
LifeCare Ambulance Service, Inc. in Illinois shall be located in the City of
Chicago, County of Cook, or at such other place as the Board of Directors may
determine by resolution from time to time. The Corporation may have such other
offices, either within or without the State of Illinois, as the Board of
Directors may designate or the Corporation's business may require from time to
time. [BCA Section 3.10(j)]

     Section 1.2 Registered Office in Illinois. The Registered Office of the
Corporation required by the Illinois Business Corporation Act of 1983 ("BCA") to
be maintained in the State of Illinois may be, but need not be, the same as the
principal corporate office or its principal place of business in the State of
Illinois, but shall in any event be identical with the business office of the
Corporation's Registered Agent in Illinois. [BCA Section 5.05] The address of
the Registered Office in Illinois may be changed from time to time by the Board
of Directors or by such Registered Agent. [BCA Sections 5.10, 5.20]

                                    Article 2
                                  SHAREHOLDERS

     Section 2.1 Annual Meeting. Except as the Board of Directors of the
Corporation may otherwise provide by resolution duly adopted pursuant to the
authority granted hereby, the Annual Meeting of Shareholders of the Corporation
shall be held each year on the First Monday of December 31 (beginning with the
year 1992), commencing at the hour of 10:00 A.M., for the purpose of electing
Directors and for the transaction of such other business as may properly come
before the Meeting. If the day fixed for the Annual Meeting shall be a legal
holiday, such Meeting shall be held on the next succeeding business day. [BCA
Section 7.05]

     Section 2.2 Special Meetings. Special Meetings of the Shareholders may be
called by the President, by the Board of Directors, or by the holders of not
less than one-fifth of all the outstanding shares of the Corporation entitled to
vote on the matter for which the Special Meeting is called. [BCA Section 7.05]

     Section 2.3 Place of Meeting. The Board of Directors may by resolution
designate any place, either within or without the State of Illinois, as the
place of meeting for any Annual Meeting of Shareholders or for any Special
Meeting called by the Board of Directors or by the President, and may designate
any place within the State of Illinois for any Special Meeting called by
Shareholders. A waiver of notice signed by all Shareholders may designate any
place, either within or without the State of Illinois, as the place for the
holding of any Meeting. If no designation of a meeting place is made, or if a
Special Meeting be otherwise called, the place of meeting shall be the
Registered Office of the Corporation in the State of Illinois, except as
otherwise provided in Section 2.5 of these By-Laws. [BCA Section 7.05]

     Section 2.4 Notice of Meeting. Written notice stating the place, day and
hour of the Meeting, and, in the case of a Special Meeting, the purpose or
purposes for which the Meeting is called, shall be delivered not less than ten
(10) nor more than sixty (60) days before the date of



                    LIFECARE AMBULANCE SERVICE, INC. BY-LAWS

the Meeting, or, in the case of a merger, consolidation, share exchange,
dissolution, or sale, lease or exchange of assets requiring Shareholder
approval, not less than twenty (20) nor more than sixty (60) days before the
date of the Meeting, either personally or by mail, by or at the direction of the
President, or the Secretary, or the Officer or persons calling the meeting, to
each Shareholder of record entitled to vote at such Meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail,
addressed to the Shareholder at his or her address as it appears on the records
of the Corporation, with postage thereon prepaid. [BCA Section 7.15]

     Section 2.5 Meeting Of All Shareholders. If all of the Shareholders shall
meet at any time and place, either within or without the State of Illinois, and
consent to the holding of a Meeting at such time and place, such Meeting shall
be valid without call or notice, and at such Meeting any corporate action may be
taken. [BCA Section 7.20]

     Section 2.6 Fixing of Record Date. For the purpose of determining
Shareholders entitled to notice of or to vote at any Meeting of Shareholders, or
Shareholders entitled to receive payment of any dividend or distribution, or in
order to make a determination of Shareholders for any other proper purpose, the
Board of Directors of the Corporation may fix in advance a date as the record
date for any such determination of Shareholders, such date in any case to be not
more than sixty (60) days immediately preceding the date of the Meeting, payment
or other transaction, and, for a Meeting of Shareholders, not less than ten (10)
days, or in the case of a merger, consolidation, share exchange, dissolution, or
sale, lease or exchange of assets requiring Shareholder approval, not less than
twenty (20) days, immediately preceding such Meeting. If no record date is fixed
for the determination of Shareholders entitled to notice of or to vote at a
Meeting of Shareholders, or Shareholders entitled to receive payment of a
dividend or other distribution, the date on which notice of the Meeting is
mailed or the date on which the resolution of the Board of Directors declaring
such dividend or distribution is adopted, as the case may be, shall be the
record date for such determination of Shareholders. When a determination of
Shareholders entitled to vote at any Meeting of Shareholders has been made as
provided in this Section 2.6, such determination shall apply to any adjournment
thereof. [BCA Section 7.25]

     Section 2.7 Voting Lists. The Officer or agent having charge of the
transfer books and records for shares of the Corporation shall make, within
twenty (20) days after the record date for a Meeting of Shareholders or ten (10)
days before such Meeting, whichever is earlier, a complete list of the
Shareholders entitled to vote at such Meeting, arranged in alphabetical order,
with the address of and the number of shares held by each, which list, for a
period of ten (10) days prior to such Meeting, shall be kept on file at the
Registered Office of the Corporation and shall be subject to inspection by any
Shareholder, and to copying at the Shareholder's expense, at any time during
usual business hours. Such list shall also be produced and kept open at the time
and place of the Meeting and shall be subject to the inspection of any
Shareholder during the whole time of the Meeting. The original share ledger or
transfer book, or a duplicate thereof kept in Illinois, shall be prima facie
evidence as to who are the Shareholders entitled to examine such list or share
ledger or transfer book, or to vote at any Meeting of Shareholders. Failure to
comply with the requirements of this Section 2.7 shall not affect the validity
of any action taken at such Meeting. An Officer or agent having charge of the
transfer books or records who shall fail to prepare the list of Shareholders, or
keep the same on file for a period of ten (10) days, or


                                       2



                    LIFECARE AMBULANCE SERVICE, INC. BY-LAWS

produce and keep the same open for inspection at the Meeting, as provided in
this Section 2.7, shall be liable to any Shareholder suffering damage on account
of such failure, to the extent of such damage as provided by law. [BCA Section
7.30]

     Section 2.8 Quorum of Shareholders. A majority of the outstanding shares of
the Corporation entitled to vote on a matter, represented in person or by proxy,
shall constitute a quorum for consideration of such matter at a meeting of
Shareholders. If a quorum is present, the affirmative vote of the majority of
the shares represented at the Meeting and entitled to vote on a matter shall be
the act of the Shareholders, unless the vote of a greater number or voting by
classes is required by the Illinois Business Corporation Act of 1983, by the
Corporation's Articles of Incorporation, or by these By-Laws. [BCA Section 7.60]

     Section 2.9 Proxies. A Shareholder may appoint a proxy to vote or otherwise
act for him or her by signing an appointment form and delivering it to the
person so appointed. No proxy shall be valid after the expiration of eleven (11)
months from the date thereof unless otherwise provided in the proxy. Every proxy
continues in full force and effect until revoked by the person executing it
prior to the vote pursuant thereto, except as otherwise provided in this Section
2.9 and in Section 7.50 of the Illinois Business Corporation Act of 1983. Such
revocation may be effected by a writing delivered to the Corporation stating
that the proxy is revoked or by a subsequent proxy executed by, or by attendance
at the Meeting and voting in person by, the person executing the proxy. The
dates contained on the forms of proxy presumptively determine the order of
execution, regardless of any postmark dates on envelopes in which they are
mailed. An appointment of a proxy is revocable by the Shareholder unless the
appointment form conspicuously states that it is irrevocable and the appointment
is coupled with an interest in the shares or in the Corporation generally.
Unless the appointment of a proxy contains an express limitation on the proxy's
authority, the Corporation may accept the proxy's vote or other action as that
of the Shareholder making the appointment. [BCA Section 7.50]

     Section 2.10 Voting of Shares. Each outstanding share of the Corporation
shall be entitled to one vote in each matter submitted to a vote by the
Shareholders, except as the Illinois Business Corporation Act of 1983 and the
Corporation's Articles of Incorporation may otherwise limit or deny voting
rights or provide special voting rights as to any class or classes or series of
shares. [BCA Section 7.40]

     Section 2.11 Voting of Shares by Certain Holders. Shares of its own stock
belonging to this Corporation shall not be voted, directly or indirectly, at any
Meeting and shall not be counted in determining the total of outstanding shares
at any given time, but shares of the Corporation held by the Corporation in a
fiduciary capacity may be voted and shall be counted in determining the total
number of outstanding shares entitled to vote at any given time.

     Shares registered in the name of another corporation, domestic or foreign,
may be voted by any Officer, agent, proxy or other legal representative
authorized to vote such shares under the law of incorporation of such
corporation. The Corporation may treat the president or other person holding the
position of chief executive officer of such other corporation as authorized to
vote such shares, together with any other person indicated and any other holder
of an office indicated by the corporate Shareholder to the Corporation as a
person or office authorized to vote such shares. Such persons and offices
indicated shall be registered by the Corporation on the


                                       3



                    LIFECARE AMBULANCE SERVICE, INC. BY-LAWS

transfer books for shares and included in any voting list prepared in accordance
with Section 2.7 of these By-Laws.

     Shares registered in the name of a deceased person, a minor ward or a
person under legal disability may be voted by his or her administrator, executor
or court appointed guardian, either in person or by proxy without a transfer of
such shares into the name of such administrator, executor or court appointed
guardian. Shares registered in the name of a trustee may be voted by him or her,
either in person or by proxy.

     Shares registered in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his or her name if authority so to do
is contained in an appropriate order of the court by which such receiver was
appointed.

     A Shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred. [BCA
Section 7.45]

     Section 2.12 Voting by Ballot; Inspectors. Voting by Shareholders on any
matter or in any election may be viva voce unless the Chairman of the Meeting
shall order, or any Shareholder entitled to vote thereon shall demand, that
voting be by ballot.

     At any Meeting of Shareholders, the Chairman of the Meeting may, or upon
the request of any Shareholder shall, appoint one or more persons as inspectors
for such Meeting. Such inspectors shall ascertain and report the number of
shares represented at the Meeting, based upon their determination of the
validity and effect of proxies; count all votes and report the results; and do
such other acts as are proper to conduct the election and voting with
impartiality and fairness to all the Shareholders. Each report of an inspector
shall be in writing and signed by him or her or by a majority of them if there
be more than one inspector acting at such Meeting. If there is more than one
inspector, the report of a majority shall be the report of the inspectors. The
report of the inspector or inspectors on the number of shares represented at the
Meeting and the results of the voting shall be prima facie evidence thereof.
[BCA Section 7.35]

     Section 2.13 Informal Action by Shareholders. Any action required to be
taken at any Annual or Special Meeting of Shareholders of the Corporation, or
any other action which may be taken at a Meeting of the Shareholders, may be
taken without a Meeting and without a vote, if a consent in writing, setting
forth the action so taken, shall be signed (i) by the holders of outstanding
shares having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voting or (ii) by all of the Shareholders entitled
to vote with respect to the subject matter thereof. If such consent is signed by
less than all of the Shareholders entitled to vote, then such consent shall
become effective only if, at least five (5) days prior to the execution of the
consent, a notice of the proposed action is delivered in writing to all of the
Shareholders entitled to vote with respect to the subject matter thereof and,
after the effective date of the consent, prompt notice of the taking of the
action without a meeting by less than unanimous written consent shall be
delivered in writing to those Shareholders who have not consented in writing.
[BCA Section 7.10]


                                       4



                    LIFECARE AMBULANCE SERVICE, INC. BY-LAWS

                                    Article 3
                                    DIRECTORS

     Section 3.1 General Powers. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors.
[BCA Section 8.05]

     Section 3.2 Number, Tenure and Qualification. The number of Directors of
the Corporation shall be (18). Each Director shall serve until the next Annual
Meeting of Shareholders or until his or her successor shall have been elected
and qualified. Directors need not be residents of Illinois or Shareholders of
the Corporation.

     A Director may resign at any time by giving written notice to the Board of
Directors, its Chairman, or to the President or Secretary of the Corporation. A
resignation is effective when the notice is given unless the notice specifies a
future date. The pending vacancy may be filled before the effective date, but
the successor shall not take office until the effective date. [BCA Sections
8.01, 8.10]

     Section 3.3 Regular Meetings. A Regular Meeting of the Board of Directors
shall be held without other notice than this By-Law, immediately after, and at
the same place as, the Annual Meeting of Shareholders. The Board of Directors
may provide, by resolution, the time and place, either within or without the
State of Illinois, for the holding of additional Regular Meetings without other
notice than such resolution. [BCA Sections 8.20, 8.25]

     Section 3.4 Special Meetings. Special Meetings of the Board of Directors
may be called by or at the request of the President or any two Directors. The
person or persons authorized to call Special Meetings of the Board of Directors
may fix any place, either within or without the State of Illinois, as the place
for holding any Special Meeting of the Board of Directors called by them. [BCA
Sections 8.20, 8.25]

     Section 3.5 Notice. Notice of any Special Meeting shall be given at least
three days previous thereto by written notice delivered personally or by
telegram or mailgram to each Director at his or her business address, or given
at least five (5) days previous thereto if mailed. If mailed, such notice shall
be deemed to be delivered on the second day following the date on which it was
deposited in the United States mail so addressed, with proper postage thereon
prepaid. If notice be given by telegram or mailgram, such notice shall be deemed
to be delivered when the telegram or mailgram is delivered to the telegraph
company. Any Director may waive notice of any Meeting by executing a written
waiver of notice. The attendance of a Director at any Meeting shall constitute a
waiver of notice of such Meeting, except where a Director attends a Meeting for
the express purpose of objecting to the transaction of any business because the
Meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any Regular or Special Meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
Meeting. [BCA Section 8.25]

     Section 3.6 Quorum. A majority of the number of Directors fixed by these
By-Laws shall constitute a quorum for transaction of business at any Meeting of
the Board of Directors, provided, that if less than a majority of such number of
Directors is present at said Meeting, a


                                       5



                    LIFECARE AMBULANCE SERVICE, INC. BY-LAWS

majority of the Directors present may adjourn the Meeting from time to time
without further notice. [BCA Section 8.15 (a)]

     Section 3.7 Manner Of Action. The act of the majority of Directors present
at a Meeting at which a quorum is present shall be the act of the Board of
Directors. [BCA Section 8.15 (c)]

     Section 3.8 Vacancies. Any vacancy occurring in the Board of Directors and
any directorship to be filled by reason of an increase in the number of
Directors may be filled by election at an Annual Meeting or at a Special Meeting
of Shareholders called for that purpose. In the absence of a Special Meeting of
Shareholders, the Board of Directors may fill the vacancy, except as otherwise
specified in the Articles of Incorporation. A Director elected by the
Shareholders to fill a vacancy shall hold office for the balance of the term for
which he or she was elected. A Director appointed to fill a vacancy shall serve
until the next Meeting of Shareholders at which Directors are to be elected.
[BCA Section 8.30]

     Section 3.9 Removal Of Directors. One or more of the Directors may be
removed, with or without cause, at a Meeting of Shareholders by the affirmative
vote of the holders of a majority of the outstanding shares then entitled to
vote at an election of Directors, except that:

     (a) No Director shall be removed at a Meeting of Shareholders unless the
notice of such Meeting shall state that a purpose of the Meeting is to vote upon
the removal of one or more Directors named in the notice. Only the named
Director or Directors may be removed at such Meeting.

     Section 3.10 Compensation. Except as otherwise provided in any written
agreement and except as otherwise set forth below, the Board of Directors, by
the affirmative vote of a majority of Directors then in office, and irrespective
of any personal interest of any of its members, shall have authority to
establish reasonable compensation of all Directors for services to the
Corporation as Directors, Officers or otherwise. [BCA Section 8.05 (b)] By
resolution of the Board of Directors, the Directors may be paid their expenses,
if any, of attendance at each Meeting of the Board of Directors. In the event
the Internal Revenue Service shall determine any such compensation paid to a
Director to be unreasonable or excessive, such Director must repay to the
Corporation the excess over what is determined to be reasonable compensation,
with interest on such excess at the rate of nine percent (9%) per annum, within
ninety (90) days after notice from the Corporation.

     Section 3.11 Presumption Of Assent. A Director of the Corporation who is
present at a Meeting of the Board of Directors at which action on any corporate
matter is taken shall be conclusively presumed to have assented to the action
taken unless his or her dissent shall be entered in the minutes of the Meeting
or unless he or she shall file his or her written dissent to such action with
the person acting as the Secretary of the Meeting before the adjournment thereof
or shall forward such dissent by registered or certified mail to the Secretary
of the Corporation immediately after the adjournment of the Meeting. Such right
to dissent shall not apply to a Director who voted in favor of such action. [BCA
Section 8.65 (b)]

     Section 3.12 Informal Action By Directors. Unless specifically prohibited
by the Articles of Incorporation or by these By-Laws, any action required to be
taken at a Meeting of


                                       6



                    LIFECARE AMBULANCE SERVICE, INC. BY-LAWS

the Board of Directors, or any other action which may be taken at a Meeting of
the Board of Directors or of a Committee thereof, may be taken without a Meeting
if a consent in writing, setting forth the action so taken, is signed by all the
Directors entitled to vote with respect to the subject matter thereof, or by all
the members of such Committee, as the case may be. The consent shall be
evidenced by one or more written approvals, each of which sets forth the action
taken and bears the signature of one or more Directors. All the approvals
evidencing the consent shall be delivered to the Secretary to be filed in the
corporate records. The action taken shall be effective when all the Directors
have approved the consent unless the consent specifies a different effective
date. Any such consent signed by all the Directors or all the members of a
Committee shall have the same effect as a unanimous vote. [BCA Section 8.45]

     Section 3.13 Participation By Conference Telephone. Members of the Board of
Directors or of any Committee of the Board of Directors may participate in and
act at any Meeting of the Board of Directors or any Committee through the use of
a conference telephone or other communications equipment by means of which all
persons participating in the Meeting can hear each other. Participation in such
Meeting shall constitute attendance and presence in person at the Meeting of the
person or persons so participating. [BCA Section 8.15 (d)]

     Section 3.14 Committees. A majority of the Directors may create one or more
Committees and appoint members of the Board of Directors to serve on such
Committee or Committees. Each Committee shall have two or more members, who
serve at the pleasure of the Board of Directors.

     Unless the appointment by the Board of Directors requires a greater number,
a majority of any Committee shall constitute a quorum and a majority of a quorum
is necessary for Committee action. A Committee may act by unanimous consent in
writing without a meeting and, subject to the provisions of these By-Laws or
action by the Board of Directors, such Committee, by majority vote of its
members, shall determine the time and place of meetings and the notice required
therefor.

     To the extent specified by the Board of Directors, each Committee may
exercise the authority of the Board of Directors under Section 3.1 of these
By-Laws; provided, however, that a Committee may not:

     (a) authorize distributions;

     (b) approve or recommend to Shareholders any act which is required to be
approved by Shareholders;

     (c) fill vacancies on the Board of Directors or on any of its Committees;

     (d) elect or remove Officers or fix the compensation of any member of the
Committee;

     (e) adopt, amend or repeal these By-Laws;

     (f) approve a plan of merger not requiring Shareholder approval;


                                       7



                    LIFECARE AMBULANCE SERVICE, INC. BY-LAWS

     (g) authorize or approve reacquisition of shares, except according to a
general formula or method prescribed by the Board of Directors;

     (h) authorize or approve the issuance or sale, or contract for sale, of
shares or determine the designation and relative rights, preferences and
limitations of a series of shares, except that the Board of Directors may direct
a Committee to fix the specific terms of the issuance or sale or contract for
sale or the number of shares to be allocated to particular employees under an
employee benefit plan; or

     (i) amend, alter, repeal or take action inconsistent with any resolution or
action of the Board of Directors when the resolution or action of the Board of
Directors provides by its terms that it shall not be amended, altered or
repealed by action of a Committee. [BCA Section 8.40]

     Section 3.15 Director Conflict of Interest. If a transaction is fair to the
Corporation at the time it is authorized, approved or ratified, the fact that a
Director of the Corporation is directly or indirectly a party to the transaction
is not grounds for invalidating the transaction.

     In a proceeding contesting the validity of a transaction described in the
preceding paragraph, the person asserting validity has the burden of proving
fairness unless:

     (1) the material facts of the transaction and the Director's interest or
relationship were disclosed or known to the Board of Directors or a Committee of
the Board of Directors and the Board of Directors or Committee authorized,
approved or ratified the transaction by the affirmative votes of a majority of
disinterested Directors, even though the disinterested Directors be less than a
quorum; or

     (2) the material facts of the transaction and the Director's interest or
relationship were disclosed or known to the Shareholders entitled to vote and
they authorized, approved or ratified the transaction without counting the vote
of any Shareholder who was an interested Director.

     The presence of the Director, who is directly or indirectly a party to the
transaction described in the first paragraph of this section, or a Director who
is otherwise not disinterested, may be counted in determining whether a quorum
is present but may not be counted when the Board of Directors or a Committee of
the Board of Directors takes action on the transaction.

     A Director is "indirectly" a party to a transaction if the other party to
the transaction is an entity in which the Director has a material financial
interest or of which the Director is an Officer, Director or General Partner.
[BCA Section 8.60]

                                    Article 4
                                    OFFICERS

     Section 4.1 Number. The Officers of the Corporation shall be a President,
one or more Vice Presidents (the number thereof to be determined by the Board of
Directors), a Secretary, and a Treasurer, and such Assistant Secretaries,
Assistant Treasurers or other officers as may be elected or appointed by the
Board of Directors. Any two or more offices may be held by the same person. All
Officers and agents of the Corporation shall have such express authority and
perform such duties in the management of the property and affairs of the
Corporation as may be


                                       8



                    LIFECARE AMBULANCE SERVICE, INC. BY-LAWS

provided herein, or as may be determined by resolution of the Board of Directors
not inconsistent with these By-Laws, and such implied authority as is recognized
by the common law from time to time. [BCA Section 8.50]

     Section 4.2 Election and Term of Office. The Officers of the Corporation
shall be elected by the Board of Directors at the first Meeting of the Board of
Directors and thereafter at each Annual Meeting of the Board of Directors. The
Board of Directors may create and fill new offices at Annual or Special
Meetings. If the election of Officers shall not be held at such Meeting, such
election shall be held as soon thereafter as is convenient. Each Officer shall
hold office until his or her successor shall have been duly elected and shall
have qualified or until his or her death or until he or she shall resign or
shall have been removed in the manner hereinafter provided. Election or
appointment of an Officer or agent shall not of itself create contract rights.
[BCA Section 8.50]

     Section 4.3 Removal. Any Officer or agent elected or appointed by the Board
of Directors may be removed by the Board of Directors whenever in its judgment
the best interests of the Corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed. [BCA Section 8.55]

     Section 4.4 Vacancies. A vacancy in any Office because of death,
resignation, removal, disqualification, or otherwise, or because of the creation
of an office, may be filled by the Board of Directors for the unexpired portion
of the term.

     Section 4.5 The President. The President shall be the principal executive
Officer of the Corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the Corporation. He or she shall preside at all Meetings of the
Shareholders and of the Board of Directors. He or she may sign, with the
Secretary or any other Officer of the Corporation thereunto authorized by the
Board of Directors, certificates for shares of the Corporation, any deeds,
mortgages, bonds, contracts or other instruments which the Board of Directors
has authorized to be executed on behalf of the Corporation, except in cases
where the signing and execution thereof shall be expressly delegated by the
Board of Directors or by these By-Laws to some other Officer or agent of the
Corporation or to the President alone, or shall be required by law to be
otherwise signed or executed; and in general shall perform all duties incident
to the Office of President and such other duties as may be prescribed by the
Board of Directors from time to time. [BCA Section 8.50]

     Section 4.6 The Vice-Presidents. In the absence of the President or in the
event of his or her inability or refusal to act, the Vice-President (or in the
event there be more than one Vice President, the Vice-Presidents in the order
designated, or in the absence of any designation, then in the order of their
election) shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. Any Vice-President may sign, with the Secretary or an Assistant
Secretary, certificates for shares of the Corporation, and shall perform such
other duties as from time to time may be assigned to him or her by the President
or by the Board of Directors. [BCA Section 8.50]

     Section 4.7 The Secretary. The Secretary shall: (a) keep, or supervise and
be responsible for the keeping of, the minutes and records of all Meetings and
official actions of the


                                       9



                    LIFECARE AMBULANCE SERVICE, INC. BY-LAWS

Shareholders and of the Board of Directors, and any Committees of the Board of
Directors in one or more books provided for that purpose; (b) see that all
notices of such Meetings are duly given or waivers of notice obtained in
accordance with the provisions of these By-Laws or as required by law; (c) be
custodian of the corporate records and of the seal of the Corporation and see
that the seal of the Corporation is affixed to all certificates for shares prior
to the issuance thereof and to all documents, the execution of which on behalf
of the Corporation under its seal is duly authorized in accordance with the
provisions of these By-Laws; (d) keep a register of the post office address of
each Shareholder which shall be furnished to the Secretary by such Shareholder;
(e) sign with the President, or a Vice President, certificates for shares of the
Corporation, the issuance of which shall have been authorized by resolution of
the Board of Directors; (f) have general charge of the stock transfer books and
records of the Corporation; (g) have the authority to certify the By-Laws,
resolutions of the Board of Directors and Committees thereof, and other
documents of the Corporation as true and correct copies thereof; and (h) in
general perform all duties incident to the Office of Secretary and such other
duties as from time to time may be assigned to him or her by the President or by
the Board of Directors. [BCA Section 8.50]

     Section 4.8 The Treasurer. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his or her duties in
sum and with such surety or sureties as the Board of Directors shall determine.
He or she shall: (a) have charge and custody of and be responsible for all funds
and securities of the Corporation; receive and give receipts for moneys due and
payable to the Corporation from any source whatsoever, and deposit all such
moneys in the name of the Corporation in such banks, trust companies or other
depositaries as shall be selected in accordance with the provisions of Article 6
of these By-Laws; and (b) in general perform all the duties incident to the
Office of Treasurer and such other duties as from time to time may be assigned
to him or her by the President or by the Board of Directors. [BCA Section 8.50]

     Section 4.9 Assistant Secretaries and Assistant Treasurers. The Assistant
Secretaries as thereunto authorized by the Board of Directors may sign with the
President or a Vice-President certificates for shares of the Corporation, the
issuance of which shall have been authorized by a resolution of the Board of
Directors. The Assistant Treasurers shall respectively, if required by the Board
of Directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the Board of Directors shall determine. The Assistant
Secretaries and Assistant Treasurers, in general, shall perform such duties and
exercise such authority as shall be assigned or granted to them by the Secretary
or the Treasurer, respectively, or by the President or the Board of Directors.
[BCA Section 8.50]

     Section 4.10 Salaries. Except as otherwise provided in any written
employment agreement duly executed on behalf of the Corporation and except as
otherwise set forth below, the compensation (including salaries and benefits) of
the Officers shall be fixed from time to time by resolution of the Board of
Directors and no Officer shall be prevented from receiving such salary by reason
of the fact that he or she is also a Director of the Corporation. [BCA Section
8.50] In the event the Internal Revenue Service shall determine any such
compensation (including any fringe benefit) paid to an Officer to be
unreasonable or excessive, such Officer must repay to the Corporation the excess
over what is determined to be reasonable compensation, with interest on such
excess at the rate of nine percent (9%) per annum, within ninety (90) days after
notice from the Corporation.


                                       10



                    LIFECARE AMBULANCE SERVICE, INC. BY-LAWS

                                    Article 5
                     INDEMNIFICATION OF OFFICERS, DIRECTORS,
                         EMPLOYEES AND AGENTS; INSURANCE

     Section 5.1 Actions Other Than Actions By or in the Right of the
Corporation. The Corporation shall indemnify any of its Directors or Officers
and may indemnify any of its employees and agents who was or is a party, or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he or she or it is or was a Director, Officer, employee or agent of
the Corporation, or who is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding, if
such person acted in good faith and in a manner he or she or it reasonably
believed to be in, or not opposed to, the best interests of the Corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her or its conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he or she or it
reasonably believed to be in, or not opposed to, the best interests of the
Corporation or, with respect to any criminal action or proceeding, that the
person had reasonable cause to believe that his or her or its conduct was
unlawful. [BCA Section 8.75(a)]

     Section 5.2 Actions By or in the Right of the Corporation. The Corporation
may indemnify any person who was or is a party, or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason of the fact that
such person is or was a Director, Officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit, if such person acted in good faith and in a manner he or
she reasonably believed to be in, or not opposed to, the best interests of the
Corporation, provided that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his or her duty to the
Corporation, unless, and only to the extent that, the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability, but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses as
the court shall deem proper. [BCA Section 8.75(b)]

     Section 5.3 Indemnification in Event of Successful Defense. To the extent
that a Director, Officer, employee or agent of the Corporation has been
successful, on the merits or otherwise, in the defense of any action, suit or
proceeding referred to in Sections 5.1 or 5.2, or in defense of any claim, issue
or matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith. [BCA Section 8.75(c)]


                                       11



                    LIFECARE AMBULANCE SERVICE, INC. BY-LAWS

     Section 5.4 Procedures for Indemnification. Any indemnification under
Sections 5.1 and 5.2 (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case, upon a determination that
indemnification of the Director, Officer, employee or agent is proper in the
circumstances because he or she or it has met the applicable standard of conduct
set forth in said Sections. Such determination shall be made (a) by the Board of
Directors by a majority vote of a quorum consisting of Directors who were not
parties to such action, suit or proceeding, or (b) if such a quorum is not
obtainable, or even if obtainable, if a quorum of disinterested Directors so
directs, by independent legal counsel in a written opinion, or (c) by the
Shareholders. [BCA Section 8.75(d)]

     Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding, as authorized by the Board of Directors in the
specific case, upon receipt of a written undertaking by or on behalf of the
Director, Officer, employee or agent to repay such amount unless it shall
ultimately be determined that he or she or it is entitled to be indemnified by
the Corporation as authorized in this Article 5. [BCA Section 8.75(e)]

     The indemnification provided by this Article 5 shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any By-Law, agreement, vote of Shareholders or disinterested
Directors, or otherwise, both as to action in his or her or its official
capacity and as to action in another capacity while holding such Office, and
shall continue as to a person who has ceased to be a Director, Officer, employee
or agent, and shall inure to the benefit of the heirs, executors and
administrators of such a person. [BCA S8.75(f)]

     If the Corporation has paid indemnity or has advanced expenses to a
Director, Officer, employee or agent, the Corporation shall report the
indemnification or advance in writing to the Shareholders with or before the
notice of the next Shareholders' Meeting. [BCA S8.75(h)]

     For purposes of this Article 5, references to the "Corporation" shall
include, in addition to the surviving corporation, any merging corporation
(including any corporation having merged with a merging corporation) absorbed in
a merger which, if its separate existence had continued, would have had the
power and authority to indemnify its Directors, Officers, and employees or
agents, so that any person who was a director, officer, employee or agent of
such merging corporation, or was serving at the request of such merging
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Article 5 with respect to the surviving
corporation as such person would have with respect to such merging corporation
if its separate existence had continued. [BCA Section 8.75(i)]

     For purposes of this Article 5, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a Director, Officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such Director, Officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries. A person who acted in good faith and in a manner he or she or it
reasonably believed to be in the best interests of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a


                                       12



                    LIFECARE AMBULANCE SERVICE, INC. BY-LAWS

manner "not opposed to the best interest of the Corporation" as referred to in
this Article 5. [BCA Section 8.75(j)]

     Section 5.5 Indemnity Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a Director, Officer, employee or
agent of the Corporation, or who is or was serving at the request of the
Corporation as a Director, Officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any liability
asserted against such person and incurred by such person in any such capacity,
or arising out of his or her status as such, whether or not the Corporation
would have the power to indemnify such person against such liability under the
provisions of this Article 5 or under the provisions of Section 8.75 of the
Illinois Business Corporation Act of 1983. [BCA Section 8.75(g)]

                                    Article 6
                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

     Section 6.1 Contracts. The Board of Directors may expressly authorize any
Officer or Officers and agent or agents of the Corporation to enter into any
contract or execute and deliver any instrument in the name and on behalf of the
Corporation, and such authority may be general or confined to specific
instances. [BCA Section 8.50]

     Section 6.2 Loans. All loans contracted on behalf of the Corporation and
all evidence of indebtedness issued in the Corporation's name shall be
authorized by resolution of the Board of Directors. Such authority may be
general or confined to specific instances.

     Section 6.3 Pledges of Property and Assets. The pledge of all, or
substantially all, the property and assets of the Corporation in the usual and
regular course of business may be authorized by the Board of Directors upon such
terms and conditions as the Board of Directors deems necessary or desirable,
without authorization or consent of the Shareholders of the Corporation. [BCA
Section 11.55]

     Section 6.4 Checks, Drafts, Etc. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation, shall be signed by such Officer or Officers, agent or agents of
the Corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.

     Section 6.5 Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies, or other depositaries as the Board of Directors may
select.

                                    Article 7
                            SHARES AND THEIR TRANSFER

     Section 7.1 Consideration for Shares. Shares may be issued for such
consideration as shall be authorized from time to time by the Board of Directors
through action which establishes a price in cash or other consideration, or
both, or a minimum price or a general formula or method by which the price can
be determined. Upon authorization by the Board of Directors, the Corporation may
issue its own shares in exchange for or in conversion of its outstanding shares,
or may distribute its own shares pro rata to its Shareholders or the
Shareholders of one or more


                                       13



                    LIFECARE AMBULANCE SERVICE, INC. BY-LAWS

classes or series to effectuate dividends or splits, and any such transactions
shall not require consideration; provided, that no such issuance of shares of
any class or series shall be made to the holders of shares of any other class or
series unless it is either expressly provided for in the Articles of
Incorporation or authorized by an affirmative vote of the holders of at least a
majority of the outstanding shares of the class or series in which the
distribution is to be made. [BCA Section 6.25]

     Section 7.2 Payment for Shares. The consideration for the issuance of
shares shall be paid, in whole or in part, in money, in other property, tangible
or intangible, or in labor or services actually performed for the Corporation,
as determined by the Board of Directors. When payment of the consideration for
which shares are to be issued shall have been received by the Corporation, such
shares shall be deemed to be fully paid and non-assessable. In the absence of
actual fraud in the transaction, and subject to the provisions of the Business
Corporation Act of 1983, the judgment of the Board of Directors or the
Shareholders, as the case may be, as to the value of the consideration received
for shares shall be conclusive. [BCA Section 6.30]

     Section 7.3 Shares Represented by Certificates. Except as otherwise
provided pursuant to this Article 7, the issued shares of the Corporation shall
be represented by certificates. Certificates shall be signed by the appropriate
corporate Officers and may be sealed with the seal, or a facsimile of the seal,
of the Corporation. In case the seal of the Corporation is changed after the
certificate is sealed with the seal or a facsimile of the seal of the
Corporation, but before it is issued, the certificate may be issued by the
Corporation with the same effect as if the seal had not been changed. If a
certificate is countersigned by a transfer agent or registrar, other than the
Corporation itself or its employee, any other signatures or countersignatures on
the certificate may be facsimiles. In case any Officer of the Corporation, or
any officer or employee of the transfer agent or registrar who has signed, or
whose facsimile signature has been placed upon, such certificate ceases to be an
Officer of the Corporation, or an officer or employee of the transfer agent or
registrar, before such certificate is issued, the certificate may be issued by
the Corporation with the same effect as if the Officer of the Corporation, or
the officer or employee of the transfer agent or registrar, had not ceased to be
such at the date of its issue.

     Every certificate representing shares issued by the Corporation at a time
when the Corporation is authorized to issue shares of more than one class shall
set forth upon the face or back of the certificate a full summary or statement
of all of the designations, preferences, qualifications, limitations,
restrictions and special or relative rights of the shares of each class
authorized to be issued, and, if the Corporation is authorized to issue any
preferred or special class in series, the variations in the relative rights and
preferences between the shares of each such series so far as the same have been
fixed and determined, and the authority of the Board of Directors to fix and
determine the relative rights and preferences of subsequent series. Such
statement may be omitted from the certificate if it shall be set forth upon the
face or back of the certificate that such statement, in full, will be furnished
by the Corporation to any Shareholder upon request and without charge.

     Each certificate representing shares shall also state:

     (a) That the Corporation is organized under the laws of Illinois;


                                       14



                    LIFECARE AMBULANCE SERVICE, INC. BY-LAWS

     (b) The name of the person to whom issued; and

     (c) The number and class of shares, and the designation of the series, if
any, which such certificate represents;

     No certificate shall be issued for any share until such share is fully
paid. [BCA Section 6.35]

     Section 7.4 Uncertificated Shares. The Board of Directors of the
Corporation may provide by resolution that some or all of any or all classes and
series of its shares shall be uncertificated shares, provided that such
resolution shall not apply to shares represented by a certificate until such
certificate is surrendered to the Corporation. Within a reasonable time after
the issuance or transfer of uncertificated shares, the Corporation shall send to
the registered owner thereof a written notice containing the information
required to be set forth or stated on certificates pursuant to this Article 7.
Except as otherwise expressly provided by law, the rights and obligations of the
holders of uncertificated shares and the rights and obligations of holders of
certificates representing shares of the same class and series shall be
identical. [BCA Section 6.35 ]

                                    Article 8
                                   FISCAL YEAR

     Except as the Board of Directors of the Corporation may otherwise provide
by resolution duly adopted pursuant to the authority granted hereby, the fiscal
year of the Corporation shall begin on the first day of January in each year and
end on the last day of December 31 in each year.

                                    Article 9
                                    DIVIDENDS

     The Board of Directors may from time to time declare or effect, and the
Corporation may pay or make dividends on its outstanding shares or other
distributions to Shareholders, including without limitation purchases of shares
of the Corporation, subject in each case to any and all terms, conditions,
preferences and restrictions provided by law, by the Articles of Incorporation
and by any binding contract or instrument duly executed on behalf of the
Corporation. [BCA Sections 9.05, 9.10]

                                   Article 10
                                      SEAL

     The Board of Directors may provide a corporate seal which shall be in the
form of a circle and shall have inscribed thereon the name of the Corporation
and the words "Corporate Seal, Illinois." [BCA Section 3.10]

                                   Article 11
                                WAIVER OF NOTICE

     Whenever any notice whatever is required to be given to any Shareholder or
Director of the Corporation under the provisions of these By-Laws or under the
provisions of the Articles of Incorporation or under the Illinois Business
Corporation Act of 1983, a waiver thereof in writing,


                                       15



                    LIFECARE AMBULANCE SERVICE, INC. BY-LAWS

signed by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of such
notice. Attendance at any Meeting shall constitute waiver of notice thereof
unless the person at the Meeting objects to the holding of the Meeting because
proper notice was not given. [BCA Section 7.20]

                                   Article 12
                            AMENDMENTS TO THE BY-LAWS

     The By-Laws of the Corporation may be made, altered, amended or repealed by
the Shareholders or the Board of Directors of the Corporation, but, if such
By-Law expressly so provides, no By-Law adopted by the Shareholders may be
altered, amended or repealed by the Board of Directors. These By-Laws may be
altered or amended to contain any provisions for the regulation and management
of the affairs of the Corporation not inconsistent with law or with the Articles
of Incorporation. [BCA Section 2.25]

                                   Article 13
                              STATUTORY REFERENCES

     The statutory references in these By-Laws to the "Business Corporation Act
of 1983" refer, except where the context otherwise requires, to the Illinois
Business Corporation Act of 1983, as amended from time to time. The citations to
sections of the BCA appearing in brackets throughout the text of these By-Laws
are for convenience of reference only, are not made a part hereof, shall not be
construed as incorporating the referenced provisions of the law into these
By-Laws, and shall not be deemed in any way to alter, affect or qualify the
meaning or effect of these By-Laws as written and adopted.


                                       16

EX-3.94

                                                                    Exhibit 3.94

                            ARTICLES OF INCORPORATION

                                       OF

                        PINELLAS AMBULANCE SERVICE, INC.

      The undersigned subscribers to these Articles of Incorporation, each a
natural person competent to contract, hereby associate themselves together to
form a corporation under the laws of the State of Florida.

                                   ARTICLE I.
                                      NAME

      The name of this corporation is: PINELLAS AMBULANCE SERVICE, INC.

                                   ARTICLE II.
                               NATURE OF BUSINESS

      The general nature of the business to be transacted by this corporation
is: To engage in the invalid carriage service of transferring invalid people
between nursing homes, hospitals, clinics, etc., and in any activity or business
permitted under the laws of the United States and of this State.

                                  ARTICLE III.
                                  CAPITAL STOCK

      The maximum number of shares of stock this corporation is authorized to
have outstanding at any one time is TEN THOUSAND (10,000) shares of common stock
having a nominal or par value of TEN CENTS ($.10) per share.

                                   ARTICLE IV.
                                 INITIAL CAPITAL

      The amount of capital with which this corporation will begin business is
ONE THOUSAND ($1,000.00) DOLLARS.

                                   ARTICLE V.
                                TERM OF EXISTENCE

      This corporation is to exist perpetually.



                                   ARTICLE VI.
                                     ADDRESS

      The initial post office address of the principal office of this
corporation in the State of Florida is 4756 Central Avenue, St. Petersburg,
Florida 33710. The Board of Directors may from time to time move the principal
office to any other address in Florida.

                                  ARTICLE VII.
                                    DIRECTORS

      This corporation shall have three (3) Directors, initially. The number of
Directors may be increased or diminished from time to time by by-laws adopted by
the stockholders, but shall never be less than three (3).

                                  ARTICLE VIII.
                                INITIAL DIRECTORS

      The names and post office addresses of the members of the first Board of
Directors are:



NAME                              ADDRESS
- ----                              -------
                               
Clarence Presley Foster, Jr.      2912 NE 18th Drive, Gainesville, Florida
Clinton Jackson Phillips, II      4756 Central Avenue, St. Petersburg, Florida
J. Emory Cross                    215 NW 10th Avenue, Gainesville, Florida


                                   ARTICLE IX.
                                   SUBSCRIBERS

      The name and post office address of each subscriber of these Articles of
Incorporation, the number of shares of stock each agrees to take and the value
of the consideration therefore are:



NAME                 ADDRESS                   SHARES       CONSIDERATION
- ----                 -------                   ------       -------------
                                                   
Clarence Presley     2912 NE 18th Drive        3,000        $ 300.00
Foster, Jr.          Gainesville, Florida

Clinton Jackson      4756 Central Avenue       3,000          300.00
Phillips, II         St. Petersburg, Fla.


                                   ARTICLE X.
                                 RESIDENT AGENT

      J. EMORY CROSS is hereby designated as Resident Agent for the purpose of
accepting service of process upon this corporation and his street address is 215
NW 10th Avenue, Gainesville, Florida 32601.

                                        2


                                   ARTICLE XI.
                                   AMENDMENTS

      These Articles of Incorporation may be amended in the manner provided by
law. Every amendment shall be approved at a stockholders meeting by a majority
vote of the Stock entitled to vote thereon.

      IN WITNESS WHEREOF, the Subscribers hereto have signed these Articles of
Incorporation and affixed their seals this 7 day of September, 1972.

                                    /s/ Clarence Presley Foster, Jr.    (SEAL)
                                    -----------------------------------
                                    CLARENCE PRESLEY FOSTER, JR.

                                    /s/ Clinton Jackson Phillips, II    (SEAL)
                                    -----------------------------------
                                    CLINTON JACKSON PHILLIPS, II

STATE OF FLORIDA
COUNTY OF ALACHUA

      I HEREBY CERTIFY that on this day, before me, a Notary Public duly
authorized in the State and County named above to take acknowledgements,
personally appeared CLARENCE PRESLEY FOSTER, JR., to me known to be the person
described as one of the Subscribers in and who executed the foregoing Articles
of Incorporation and acknowledged before me that he subscribed to those Articles
of Incorporation.

      WITNESS my hand and official seal in the State and County named above this
7 day of September, 1972.

                                    /s/      X
                                    --------------------------------------------
                                    Notary Public
                                    My Commission Expires:

STATE OF FLORIDA
COUNTY OF ALACHUA

      I HEREBY CERTIFY that on this day, before me, a Notary Public duly
authorized in the State and County named above to take acknowledgements,
personally appeared CLINTON JACKSON PHILLIPS, II, to me known to be the person
described as one of the Subscribers in and who executed the foregoing Articles
of Incorporation and acknowledged before me that he subscribed to those Articles
of Incorporation.

      WITNESS my hand and official seal in the State and County named above this
7 day of September, 1972.

                                        3


                                    /s/      X
                                    --------------------------------------------
                                    Notary Public
                                    My Commission Expires:

ACCEPTANCE BY RESIDENT AGENT

      I hereby accept the responsibilities designated to me as Resident Agent
for the above corporation.

      Dated this 2 day of September, 1972.

                                    /s/ J. Emory Cross
                                    -----------------------------------
                                    J. EMORY CROSS

                                       4


                     AMENDMENT TO ARTICLES OF INCORPORATION
                                       OF
                        PINELLAS AMBULANCE SERVICE, INC.

      I, the undersigned sole stockholder of PINELLAS AMBULANCE SERVICE, INC.,
whose Articles of Incorporation were filed with the Secretary of State of the
State of Florida on July 15, 1973, hereby manifest my intention that the
Articles of Incorporation be amended in accordance with the proposed Amendment
set forth herein, pursuant to the provisions of Section 607.181(4), Florida
Statutes; and I do hereby request the approval thereof by the Secretary of
State; and I do hereby certify that there are no other stockholders of PINELLAS
AMBULANCE SERVICE, INC.

      The provisions of Article VII of the Articles of Incorporation are hereby
deleted in their entirety and the following inserted in lieu thereof:

                                      VII.
                               BOARD OF DIRECTORS

      The Board of Directors of this corporation shall consist of not less than
one (1) nor more than fifteen (15) members, the exact number of directors to be
fixed from time to time by the stockholders or the By-Laws. The business and
affairs of this corporation shall be managed by the Board of Directors, which
may exercise all such powers of this corporation and do all such lawful acts and
things as are not by law directed or required to be exercised or done only by
the stockholders. The transaction of business of the corporation by the Board of
Directors shall be governed by the provisions of the By-Laws of this
corporation. Directors need not be stockholders. The stockholders of this
corporation may remove any director from office at any time with or without
cause.

      IN WITNESS WHEREOF, this Amendment to Articles of Incorporation of
Pinellas Ambulance Service, Inc., has been duly executed by the sole stockholder
of such corporation this 20 day of November, 1985.

                                    /s/ Clarence P. Foster, Jr.
                                    --------------------------------------------
                                    CLARENCE P. FOSTER, JR.

      THE FOREGOING AMENDMENT having been adopted in accordance with the
requirements of Chapter 607 of the Florida Statutes, the corporation has caused
its President and Secretary to execute on behalf of the corporation these
Articles of Amendment this 20 day of November, 1985.

ATTEST:                             PINELLAS AMBULANCE SERVICE. INC.

/s/ Rhonda S. Foster                By:  /s/ Clarence P. Foster, Jr.
- --------------------                     ---------------------------
Rhonda S. Foster,                          Clarence P. Foster, Jr.,
Secretary                                  President



STATE OF FLORIDA
COUNTY OF PINELLAS

      THE FOREGOING INSTRUMENT was acknowledged before me this 20 day of
November, 1985, by CLARENCE P. FOSTER, JR., President, and RHONDA S. FOSTER,
Secretary, respectively, of PINELLAS AMBULANCE SERVICE, INC., a Florida
corporation, on behalf of such corporation.

                                    /s/    X
                                    ------------------------------------------
                                    NOTARY PUBLIC
                                    My Commission Expires:

                                       6



                              ARTICLES OF AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION
                                       OF
                        PINELLAS AMBULANCE SERVICE, INC.

      Pursuant to Section 607.187 of the General Corporation Act of Florida, the
undersigned corporation adopts these Articles of Amendment to its Articles of
Incorporation:

      FIRST: The name of the corporation is Pinellas Ambulance Service, Inc.

      SECOND: The Certificate of Incorporation of this corporation is amended by
changing the article numbered "FIRST" so that, as amended, said article shall
read as follows:

      "FIRST" The name of the corporation is Medic One Ambulance Service, Inc.

      THIRD: The amendment of the Articles of Incorporation of the corporation
set forth above was adopted by the Board of Directors and approved by the
stockholders on February 5, 1987.

      SIGNED This 5 day of February, 1987.

                                    PINELLAS AMBULANCE SERVICE, INC.

                                    By:  /s/ Lee Cox
                                         ------------------------------
                                             LEE COX, President

ATTEST:

/s/ Bettye D. Daugherty
- ------------------------------------
BETTYE D. DAUGHERTY, Secretary


STATE OF TENNESSEE  )
COUNTY OF DAVIDSON  )

      I HEREBY CERTIFY that on this 5 day of February, 1987, before me a Notary
Public in and for Davidson County, Tennessee, Personally appeared Lee Cox and
Bettye D. Daugherty and acknowledged themselves to be President and Secretary,
respectively of Pinellas Ambulance Service, Inc. and that they executed the
foregoing Articles of Amendment to Articles of Incorporation of the corporation
as its President and Secretary.

      Witness my hand and official seal in the county and state last aforesaid
this 5 day of February, 1987.



                                    /s/    X
                                    ------------------------------------------
                                    Notary Public

My Commission Expires: 12-19-89

                                       8


                              ARTICLES OF AMENDMENT
                                       OF
                        MEDIC ONE AMBULANCE SERVICE, INC.

To the Department of State
State of Florida

Pursuant to the provisions of Section 607.1006 of the Florida Business
Corporation Act, the corporation hereinafter named (the "corporation") does
hereby adopt the following Articles of Amendment.

1.    The name of the corporation is Medic One Ambulance Service, Inc.

2.    Article I of the Articles of Incorporation of the corporation is hereby
      amended so as henceforth to read as follows:

                                   "ARTICLE I.
                                      NAME

            The name of this Corporation is: LifeFleet. Inc."

3.    The date of adoption of the aforesaid amendment was October 11, 1990.

4.    The designation of the voting group of shareholders entitled to vote on
      the said amendment is all holders of issued and outstanding Common Stock.

5.    The said number of votes cast for the said amendment by the said voting
      group was sufficient for the approval thereof.

6.    The effective time and date of these Articles of Amendment shall be the
      date and time of filing.

Executed on October 11, 1990

                                    Medic One Ambulance Service, Inc.

                                    /s/ M. Theodore Inouye
                                    -----------------------------------
                                    M. Theodore Inouye,
                                    Chief Financial Officer and Treasurer

WPN: 6703Q



                              ARTICLES OF AMENDMENT

                                       OF

                                 LIFEFLEET, INC.

To the Department of State
State of Florida

Pursuant to the provisions of Section 607.1006 of the Florida Business
Corporation Act, the corporation hereinafter named (the "Corporation") does
hereby adopt the following Articles of Amendment.

1.    The name of the Corporation is LifeFleet, Inc.

2.    Article I of the Articles of Incorporation of the Corporation is hereby
      amended so as henceforth to read as follows:

                                   "ARTICLE I.
                                      NAME

            The name of this Corporation is: LifeFleet Southeast, Inc."

3.    A new Article XII is added to read as follows:

                                  "ARTICLE XII.
                             LIABILITY OF DIRECTORS

            The liability of the directors of the Corporation for monetary
damages shall be eliminated to the fullest extent permissible under Florida
law."

4.    A new Article XIII is added to read as follows:

                                 "ARTICLE XIII.
                          INDEMNIFICATION OF DIRECTORS

            The Corporation is authorized to indemnify the directors and
officers of the Corporation to the fullest extent permissible under Florida
law."

5.    The date of adoption of the aforesaid amendment was November 15, 1990.

6.    The designation of the voting group of shareholders entitled to vote on
      the said amendment is all holders of issued and outstanding common stock.



7.    The said number of votes case for the said amendment by the said voting
      group was sufficient for the approval thereof.

8.    The effective time and date of these Articles of Amendment shall be the
      date and time of filing.

Executed on November15, 1990

                                    LifeFleet, Inc.

                                    By:  /s/ M. Theodore Inouye
                                         ---------------------------------------
                                    M. Theodore Inouye,
                                    Chief Financial Officer and Treasurer

9313U/3-4

                                       11

EX-3.95

                                                                    Exhibit 3.95

                                     BY-LAWS

                                       OF

                        PINELLAS AMBULANCE SERVICE, INC.

                                    ARTICLE I

                             MEETING OF STOCKHOLDERS

     Section 1. Annual Meeting. The annual meeting of the stockholders of this
corporation shall be held at 8:00 P.M. on the first Monday in January of each
year beginning in 1973.

     Section 2. Special Meetings. Special meetings of the stockholders shall be
held when directed by the President or the Board of Directors, or when requested
in writing by stockholders who hold a majority of the stock having the right and
entitled to vote at such meeting. A meeting requested by stockholders shall be
called for a date not less than ten (10) nor more than sixty (60) days after the
request is made. The call for the meeting shall be issued by the Secretary,
unless the President, Board of Directors or stockholders requesting the calling
of the meeting shall designate another person to do so.

     Section 3. Place. Meetings of stockholders may be held either within or
without the State of Florida.

     Section 4. Notice. A notice of each meeting of stockholders, signed by the
Secretary, shall be mailed to each stockholder having the right and entitled to
vote at such meeting, at his address as it appears on the records of the
corporation, not less than ten (10) nor more than sixty (60) days before the
date set for the meeting. The notice shall state the purpose of the meeting and
the time and place it is to be held. Such a notice shall be sufficient for the



meeting and any adjournment thereof. If any stockholder shall transfer any of
his stock after his notice, it shall not be necessary to notify the transferee.
Any stockholder may waive notice of any meeting either before, at, or after the
meeting.

     Section 5. Voting. Every stockholder having the right and entitled to vote
at a meeting of stockholders shall be entitled, upon each proposal presented at
the meeting, to one vote for each share of voting stock recorded in his name on
the books of the corporation on the date of the meeting. Shares of its own stock
owned by this corporation shall not be voted directly or indirectly, or counted
as outstanding for the purpose of any stockholders' quorum or vote.

     Section 6. Quorum. A majority of the stock entitled to vote shall
constitute a quorum at any stockholders' meeting, but any number of
stockholders, even if less than a quorum, may adjourn the meeting from time to
time and place to place.

     Section 7. Proxies. At any meeting of stockholders or any adjournment
thereof, any stockholder of record having the right and entitled to vote thereat
may be represented and voted by a proxy appointed by an instrument in writing.
In the event that any such instrument shall designate two or more persons to act
as proxies, a majority of such persons present at the meeting, or, if only one
be present, that one, shall have all of the powers conferred by the instrument
upon all of the persons so designated unless the instrument shall otherwise
provide.

     Section 8. Validation. When stockholders who hold two-thirds of the voting
stock having the right and entitled to vote at any meeting shall be present at
such meeting, however called or notified, and shall sign a written consent
thereto on the record of the meeting, the acts of such meeting shall be as valid
as if legally called and notified.


                                        2



                                   ARTICLE II

                                    DIRECTORS

     Section 1. Function. The business of this corporation shall be managed and
its corporate powers executed by the Board of Directors.

     Section 2. Number. This corporation shall have not less than three (3) nor
more than five (5) Directors.

     Section 3. Qualification. All of the members of the Board of Directors
shall be of full age, and at least two (2) shall be citizens of the United
States. It shall not be necessary for Directors to be stockholders.

     Section 4. Election and Term. The Directors shall be chosen at the annual
meeting of the stockholders, by a plurality of the votes cast at such election,
and shall hold office until the next annual meeting of the stockholders and the
election and qualification of their successors.

     Section 5. Vacancies. Vacancies in the Board of Directors shall be filled
until the next annual meeting of stockholders by the Directors remaining in
office.

     Section 6. Quorum. The presence of a majority of all of the Directors shall
be necessary at any meeting to constitute a quorum to transact business. The act
of a majority of Directors present at a meeting where a quorum is present shall
be the act of the Board of Directors.

     Section 7. Place of Meeting. Directors' meetings may be held within or
without the State of Florida.

     Section 8. Time of Meeting. Meetings of the Board of Directors shall be
held immediately following the annual meeting of stockholders each year, at such
times thereafter as the Board of Directors may fix, and at other times upon the
call of the President or by a majority


                                        3



of the Directors. Notice of each special meeting shall be given by the Secretary
to each Director not less than five (5) days before the meeting, unless each
Director shall waive notice thereof before, at, or after the meeting.

     Section 9. Executive Committee. The Board of Directors may, by resolution,
designate two or more of their number to constitute an Executive Committee, who,
to the extent provided in such resolution shall have and execute the powers of
the Board of Directors.

                                   ARTICLE III

                                    OFFICERS

     Section 1. Officers. This corporation shall have a President, a Secretary
and a Treasurer, all of whom shall be Directors. They shall be chosen by the
Board of Directors at the first meeting of the Board of Directors held following
the first annual meeting of the stockholders, and shall serve until their
successors are chosen and qualify. All other officers, agents, and factors shall
be chosen, serve for such term and have such duties as may be determined by the
Board of Directors. Any person may hold two or more offices except that the
President may not also be the Secretary or Assistant Secretary. No person
holding two or more offices shall sign any instrument in the capacity of more
than one office.

     Section 2. President. The President shall have general and active
management of the business and affairs of the corporation subject to the
approval of the Board of Directors, and shall preside at all meetings of the
stockholders.

     Section 3. Secretary. The Secretary shall have custody of, and maintain,
all of the corporate records except the financial records; shall record the
minutes of all meetings of the stockholders and Board of Directors, send out all
notices of meetings, and perform such other duties as may be prescribed by the
Board of Directors or President.


                                        4



     Section 4. Treasurer. The Treasurer shall have custody of all corporate
funds and financial records, shall keep full and accurate accounts of receipts
and disbursements and render account thereof at the annual meetings of
stockholders and whenever else required by the Board of Directors or President
and shall perform such other duties as may be prescribed by the Board of
Directors or President.

                                   ARTICLE IV

                               STOCK CERTIFICATES

     Section 1. Authorized Issuance. This corporation may issue the shares of
stock authorized by its Articles of Incorporation and none other.

     Section 2. Issuance. Every stockholder shall be entitled to have, for each
kind, class or series of stock held, a certificate certifying the number of
shares thereof held of record by him. Certificates shall be signed by the
President and the Secretary or the Assistant Secretary, and sealed with the seal
of the corporation. The seal may be facsimile, engraved or printed.

     Section 3. Form. It shall not be necessary to set forth in any stock
certificate the provision of the Articles of Incorporation showing the class or
classes of stock authorized to be used and the distinguishing characteristics
thereof. Those provisions may be either (a) summarized on the face or back of
the certificate, or (b) incorporated by reference made on the face or the back
of the certificate, the reference stating that a copy of the provisions,
certified by an officer of the corporation, will be furnished by the
corporation, without cost, to and upon request of the certificate holder.

     Section 4. Transfer. No transfer of stock shall be valid against this
corporation until it shall have been registered upon the corporation's books in
the following manner: The person named as the stockholder in the stock
certificate, or his attorney in fact so


                                        5



constituted in writing, shall surrender such stock certificate and in writing
direct the transfer thereof.

     Section 5. Stock Book. This corporation shall keep at its office in the
State of Florida, a book ( or books, if more than one kind, class or series of
stock is outstanding) to be known as the stock book, containing names,
alphabetically arranged, with the address, of every stockholder, showing the
number of shares of each kind, class or series of stock held of record by him.

     Section 6. Inspection. The stock book or stock lists shall be open for
inspection by any judgment creditor of the corporation or any person who shall
have been for the last six (6) months immediately preceding his demand a record
holder of not less than five (5%) percent of the outstanding shares of this
corporation, or by an officer, Director, or any committee or person holding or
authorized in writing by the holders of at least ten (10%) percent of all the.
outstanding shares of this corposation. Persons so entitled to inspect stock
books or stock lists may make extracts therefrom. This right of inspection shall
not extend to any person who has used or proposes to use the information so
obtained otherwise than to protect his interest in this corporation, or has
within two (2) years sold or offered for sale any list of stockholders of this
corporation or any other corporation, or has aided or abetted any person in
procurring any stock list for any such purpose.

                                    ARTICLE V

                                    DIVIDENDS

     Section 1. Payment. Dividends may be paid to stockholders from the net
earnings or from the surplus of the assets over the liabilities including
capital, but not otherwise. When the Board of Directors shall so determine,
dividends may be paid in stock.


                                        6



                                   ARTICLE VI

                                      SEAL

     Section 1. Form. The corporate seal shall have the name of the corporation
and the word "seal" inscribed thereon, and may be facsimile, engraved, printed,
or an impression seal.

                                   ARTICLE VII

                                   AMENDMENTS

     Section 1. By Directors. These By-Laws may be amended, consistent with any
By-Laws adopted by the stockholders, or any part thereof that has not been
adopted by the stockholders may be repealed, by the Board of Directors, at any
meeting by majority vote of the Directors present and voting and/or if notice of
the proposed action was included in the notice of the meeting or is waived in
writing by a majority of the Directors.

     Section 2.. By Stockholders. These By-Laws may be amended or repealed
wholly or in part, by a majority of the stockholders, entitled to vote thereon
present at any stockholders meeting, if notice of the proposed action was
included in the notice of the meeting or is waived in writing by a majority of
the stockholders entitled to vote thereon.


                                        7



                                     BYLAWS

                        PINELLAS AMBULANCE SERVICE, INC.

                                    ARTICLE I

                                     Offices

     The corporation may have offices at such places both within and without the
State of Florida, as the Board of Directors may from time to time determine or
the business of the corporation may require.

                                   ARTICLE II

                                  Capital Stock

     Section 1. Amount of Capital Stock. The authorized capital stock of the
corporation shall be as set forth in the Articles of Incorporation filed with
the Secretary of State of the State of Florida.

     Section 2. Certificates of Stock. The certificates of stock shall be of
such form and device as the Board of Directors may adopt. All certificates of
stock shall be signed by the President, or in his absence, by a Vice President,
and by the Secretary or by such other persons as may be authorized by law to
sign such certificates. Such certificates shall exhibit the holders' names and
the number of shares, be numbered, and entered in the books of the corporation
as they are issued.

     Section 3. Transfers of Stock and Duplicate Certificates. Transfer of stock
shall be made only on the books of the corporation. No new certificate shall be
issued in lieu of an old one, unless the latter is properly endorsed,
surrendered and marked "cancelled" at the time the new one is issued. If,
however, a certificate shall be lost or destroyed, the Board of Directors may
order a new certificate issued upon receipt by the corporation of satisfactory
security by bond or otherwise against loss to the corporation and upon such
other terms, conditions and


                                        8



guaranties as such Board may require. Any such new certificates shall be plainly
marked "duplicate" on its face.

     Section 4. Recognition of Ownership and Treasury Stock. Any person, firm or
corporation in whose name stock stands on the books of the corporation, whether
individually, or as trustee, pledged or otherwise, may be recognized and treated
by the corporation as the absolute owner thereof, and the corporation shall in
no event be obliged to deal with or to recognize the rights or interests of any
other person in such stock, or in any part thereof. Treasury stock shall be held
by the corporation subject to disposal by the Board of Directors and shall
neither be voted nor participate in dividends and other distributions.

                                   ARTICLE III

                            Meetings of Shareholders

     Section 1. Location. All meetings of the shareholders shall be held at any
place within or without the State of Florida which may be designated either by
the Board of Directors or by the written consent of all shareholders entitled to
vote thereat given either before or after the meeting and filed by the Secretary
of the corporation. In the absence of any such designation, shareholders'
meetings shall be held at One Park Plaza, in the City of Nashville, State of
Tennessee.

     Section 2. Annual Meeting. The annual meeting of the stockholders shall be
held on any business day during February or March as determined by the Board of
Directors. At such meeting, the stockholders shall elect directors, by a
plurality vote, to serve for the ensuing year or until their successors shall be
elected and qualified.

     Section 3. Special Meetings. Special meetings of the shareholders, for any
purposes whatsoever, may be called at any time by the President or by any Vice
President or by a majority


                                        9



of the Board of Directors or by one or more shareholders holding not less than
one-fifth (1/5) of the voting power of the corporation.

     Section 4. Notices. Written notice of each annual meeting shall be given to
each shareholder either personally or by mail or by other means of written
communication charges prepaid, addressed to each shareholder at his address
appearing on the books of the corporation, or given by him to the corporation
for the purpose of notice. If a shareholder gives no address, notice is duly
given to him if sent by mail or other means of written communication addressed
to the place where the principal office of the corporation is situated or if
published at least once in some newspaper of general circulation in the county
in which the office is located. Except as otherwise expressly provided by
statute, any such notice shall be deposited in the United States mail, delivered
to the telegraph company in the place in which the principal office of the
corporation is located or published at least ten (10) days, but not more that
forty (40) days prior to the time of the holding of the meeting. In case such
notice is personally delivered or delivered by means of written communication
other than by mail, telegraph or publication as above provided, it shall be so
delivered at least seven (7) days prior to the time of the holding of the
meeting. Such delivery, mailing, telegraphing or publishing as above provided
shall be due, legal and personal notice to such shareholders. Such notices shall
specify the place, the day and the hour of such meeting and shall state such
other matters, if any, as may be expressly required by statute. Notice of any
special meeting shall specify in addition to the place, day and hour of such
meeting the general nature of the business to be transacted. Attendance by a
shareholder at any meeting in person or by proxy shall be deemed to waive all
requirements as to notice of the meeting. Waiver by a shareholder in writing of
notice of any meeting of shareholders shall be equivalent to the giving of such
notice.


                                       10



     Section 5. Quorum. The presence in person or by proxy of the holders of a
majority of the shares entitled to vote at any meeting shall constitute a quorum
for the transaction of business. In the absence of a quorum, any meeting of the
shareholders may be adjourned from time to time by the vote of a majority of the
shares, the holders of which are either present in person or represented by
proxy thereat, but no other business may be transacted. The shareholders present
at a duly organized meeting may continue to transact any business
notwithstanding the withdrawal from such meeting of enough shareholders to leave
less than a quorum.

     Section 6. Proxies. Stock may be represented by proxy and no special form
of proxy shall be necessary, but the written authorization of proxy over
signature of a shareholder shall be sufficient. No proxy shall be valid after
eleven (11) months from the date of its execution, unless otherwise provided in
the proxy.

     Section 7. Voting. Each share of stock present at any meeting, either in
person or by proxy, and having voting power shall be entitled to one vote on all
matters coming before the meeting.

     Section 8. Presiding Officer. Every meeting of shareholders, whether annual
or special, shall be presided over by the President or, in his absence, by any
Vice President. The Secretary of the corporation shall act as Secretary of every
such meeting or, in his absence, a Secretary shall be appointed by the Chairman
of such meeting.

     Section 9. Record Date. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or to receive payment of any dividend, the Board of
Directors shall fix a record date for determination of


                                       11



shareholders entitled to participate, which shall not be less than twenty (20)
days nor more than fifty (50) days prior to the date on which such action is to
be taken.

     Section 10. Written Consent. To the extent provided by applicable law, any
action required to be taken at any annual or special meeting of stockholders of
the corporation, or any action which may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by all of the holders of outstanding stock.

                                   ARTICLE IV

                                    Directors

     Section 1. Number. The number of directors which shall constitute the whole
Board shall be not less than three nor more than ten. Within the limits above
specified, the number of directors shall be determined by resolution of the
Board of Directors or by the stockholders at the annual meeting. The directors
shall be elected at the annual meeting of the stockholders, except as provided
in Section 3 of this Article, and each director elected shall hold office until
his successor is elected and qualified. Directors need not be stockholders.

     Section 2. Authority. The Board of Directors shall have power:

     First: To conduct, manage, and control the affairs and business of the
corporation and to make such rules and regulations therefor, not inconsistent
with law or with the Articles of Incorporation or with the Bylaws, as they may
deem best;

     Second: To Appoint and remove at pleasure the officers, agents, and
employees of the corporation, prescribe their duties and fix their compensation;

     Third: To authorize the issue of shares of stock of the corporation from
time to time upon such terms as may be lawful, in consideration of money paid,
labor done or services actually rendered, debts or securities canceled, or
tangible or intangible property actually


                                       12



received, or in the case of shares issued as a divided, against amounts
transferred from surplus to stated capital;

     Fourth: To borrow money and incur indebtedness for the purposes of the
corporation and to cause to be executed and delivered therefor, in the corporate
name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledged,
hypothecations or other evidences of debt and securities therefor;

     Fifth: To alter, repeal or amend, from time to time, and at any time, these
Bylaws and any and all amendments of the same, and from time to time, and at any
time, to make and adopt such new and additional Bylaws as may be necessary and
proper, subject to the power of the shareholders to adopt, amend or repeal such
Bylaws, or to revoke the delegation of authority of the directors, as provided
by law or by Article VII of these Bylaws; and

     Sixth: To appoint an executive and other committees, and to delegate to the
Executive Committee any of the powers and authority of the Board in the
management of the business and affairs of the corporation, except the power to
declare dividends and to adopt, amend or repeal Bylaws. The Board of Directors
shall have the power to prescribe the manner in which proceedings of the
Executive Committee and other committees shall be conducted. The Executive
Committee shall be composed of two or more directors.

     Section 3. Removal of Directors. The stockholders shall have the power at
any meeting of the stockholders to remove any director or officer with or
without cause by a vote of the majority in amount of all the outstanding stock
of the corporation entitled to vote.

     Section 4. Vacancies. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors or from any removal of
incumbent directors may be filled by a majority of the directors then in office,
though less than a quorum, or by a sole


                                       13



remaining director, and the directors so chosen shall hold office until the next
annual election and until their successors are duly elected and shall qualify,
unless sooner removed. If there are no directors in office, then an election of
directors may be held in the manner provided by statute.

     Section 5. Quorum. A majority of all the directors of the corporation shall
be necessary to constitute a quorum for the transaction of business at all
meetings of the Board and a majority of the quorum shall decide any question
that may come before the meeting, but less than a quorum may adjourn any meeting
from time to time.

     Section 6. Meetings. Regular meetings of the Board of Directors shall be
held in the City of Nashville, Tennessee, or at such other place within or
without this state as from time to time shall be determined by resolution of the
Board and without notice of said meeting. Special meetings may be called at the
discretion of the President of the corporation, or upon request of a majority of
members of the Board. A regular meeting of the Board of Directors shall be held
immediately following the annual meeting of stockholders, at which the directors
shall elect the officers of the corporation of the ensuing year and transact
such other business as may come before said meeting, of which no notice need be
given except as herein contained.

     Section 7. Notice of Meeting. Notice of all special meetings and the place,
date and hour for holding such meetings, excepting only the regular meetings,
shall be given to each director by mail, or telegraph, by the Secretary at least
three (3) days previous to the time fixed for the meeting. The transactions of
any meeting of the Board of Directors, however called or noticed or wherever
held, shall be as valid as though had a meeting duly been held after regular
call and notice, if a quorum be present, and if, either before or after the
meeting, each of the directors not present signs a written waiver of notice, or
a consent to holding such meeting, or an approval of


                                       14



the minutes thereof. All such waivers, consents or approvals shall be filed with
the corporate records or made a part of the minutes of the meeting.

     Section 8. Compensation. Directors, as such, shall not receive stated
salary for their services, but by resolution of the Board, a fixed sum and
expenses of attendant, if any, may be allowed for attendance at each regular or
special meeting of the Board. Nothing herein contained shall be construed to
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor.

     Section 9. Written Consent in Lieu of Meeting. To the extent provided by
applicable law, any action required or permitted to be taken at any meeting of
the Board of Directors or of any committee thereof may be taken without a
meeting, if all members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee.

     Section 10. Indemnification. This corporation shall indemnify each present
and future director and officer and any person who may serve at its request as a
director or officer of another corporation to the extent required and to the
extent permitted by the laws of the state in which indemnification is sought.

                                    ARTICLE V

                                    Officers

     Section 1. Number. The officers of the corporation shall be chosen by the
Board of Directors and shall be a President, one or more Vice Presidents, a
Secretary and Treasurer. In addition, the President may appoint, or the Board of
Directors may elect one or more Assistant Secretaries and one or more Assistant
Treasurers who shall have the same duties and authority, respectively, as the
Secretary and Treasurer. Any number of offices, other than the President and the
Secretary, may be held by the sane person, unless the certificate of
incorporation or these


                                       15



Bylaws provide otherwise. No person shall sign any document on behalf of this
corporation in more than one capacity.

     Section 2. Election. The officers shall be elected or appointed by the
Board of Directors at the first meeting following each annual meeting of
shareholders and shall hold office at the pleasure of such Board. The President
shall be a director.

     Section 3. Compensation. The salaries of all officers and agents of the
corporation shall be fixed by the Board of Directors.

     Section 4. Removal and Vacancies. The officers of the corporation shall
hold office until their successors are chosen and qualify. Any officer elected
or appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of Directors with or without cause,
when in judgment of the Board and best interest of the corporation demand such
removal. Any vacancy occurring in any office of the corporation shall be filled
by the Board of Directors.

     Section 5. President. It shall be the duty of the President to preside at
all meetings of the Board of Directors at which he is present, unless the Board
shall elect a permanent Chairman, to call special meetings of the Board whenever
he may think such meetings necessary, or as requested to do so in accordance
with these Bylaws; to sign all certificates of stock, contracts, leases,
mortgages, deeds, conveyances and other documents of the corporation, which
shall be countersigned by the Secretary or Treasurer where required. He shall
have active executive management and general supervision and direction of the
affairs of the corporation. He shall preside at and make to the annual meeting
of the stockholders of the corporation a report covering the operation of the
corporation for the preceding fiscal year, together with such suggestions as he
may deem proper.


                                       16



     Section 6. Vice President. In the absence of the President or in the event
of his inability or refusal to act, the Vice President (or in the event there be
more than one Vice President, the Vice President in the order designated, or in
the absence of any designation, then in the order of their election) shall
perform the duties of the President, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the President. The Vice
President shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.

     Section 7. Secretary. The Secretary shall have the powers granted him under
these Bylaws, and shall sign and issue all the calls for the stockholders' and
directors' meetings when properly authorized; shall give notice of such meetings
to each stockholder or director as provided above in these Bylaws and as
required by law; shall have published all notices of the same required by law to
be published; shall keep full and accurate minutes of the proceedings of all
stockholders' and directors' meetings and shall attest the same after approval
of the presiding officer. He shall sign such instruments as require his
signature, and he shall make such reports and perform such other duties as are
incident to his office, or may be required of him by the Board of Directors.

     Section 8. Assistant Secretary. The Assistant Secretary, or (if there be
more than one) the Assistant Secretaries in the order determined by the Board of
Directors, shall, in the absence or disability of the Secretary, perform the
duties and exercise the powers of the Secretary and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.

     Section 9. Treasurer. The Treasurer shall have the custody of all monies
and securities of the corporation and shall deposit same in the name and to the
credit of the


                                       17



corporation. He shall keep a full and accurate account of the receipts and
disbursements in books belonging to the corporation and shall disburse the funds
of the corporation by check or other warrant. He shall render such reports to
the President and Board of Directors as may be required of him and shall perform
such other duties as may be incident to this office, or may be required of him
and by the Board of Directors.

     Section 10. Assistant Treasurer. The Assistant Treasurer, or, if there be
more than one, the Assistant Treasurers in the order determined by the Board of
Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.

                                   ARTICLE VI

                                 Fiscal Affairs

     Section 1. Dividends. Dividends upon the capital stock of the corporation,
subject to the provisions of the certificate of incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the certificate of incorporation.

     Section 2. Reserve Fund. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the Directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the Directors may modify or abolish any such reserve
in the manner in which it was created.


                                       18



     Section 3. Annual Statement. The Board of Directors shall present at each
annual meeting, and at any special meeting of the stockholders when called for
by vote of the stockholders, a full and clean statement of the business and
condition of the corporation.

     Section 4. Checks. The President and the Treasurer or the Assistant
Treasurer are authorized to sign checks written on such accounts; and a letter
to any bank or trust company establishing a bank account in the name of this
corporation, which letter shall be signed by the President and the Treasurer or
Assistant Treasurer, shall constitute sufficient and continuing authority for
any bank or trust company to open said accounts; and the respective banks are
authorized to honor and pay any and all checks and drafts of the corporation
signed by persons authorized by the President and the Treasurer or Assistant
Treasurer of this corporation, as hereinabove provided, whether such checks and
drafts are payable to the order of such person or persons signing them; and
checks, drafts, bills of exchange and other evidences of indebtedness may be
endorsed for deposit to the account of this corporation by any of the foregoing
or by any other employee or agent of the corporation and may be endorsed in
writing or by stamps and with or without the designation of the person
endorsing.

     Section 5. Fiscal Year. The fiscal year of the corporation shall be fixed
by resolution of the Board of Directors.

                                   ARTICLE VII

                                   Amendments

     These Bylaws may be altered, amended or repealed or new Bylaws may be
adopted by the stockholders or by the Board of Directors, when such power is
conferred upon the Board of Directors by the certificate of incorporation, at
any regular meeting of the stockholders or of the Board of Directors if notice
of such alteration, amendment, repeal or adoption of new Bylaws be contained in
the notice of such special meeting.


                                       19



                              AMENDMENT TO BY-LAWS
                                       OF
                        PINELLAS AMBULANCE SERVICE, INC.

     I, the undersigned sole stockholder of PINELLAS AMBULANCE SERVICE, INC., a
Florida corporation, hereby manifest my intention that the By-Laws of such
corporation be amended in accordance with the amendment set forth herein,
pursuant to the provisions of Article VII, Section 2 of the By-Laws as currently
in effect for this corporation.

     The provisions of Sections 2 and 3 of Article II of the By-Laws are hereby
deleted in their entirety and the following inserted in lieu thereof:

          Section 2. Number, Tenure. The number of directors of this corporation
     shall be not less than one (1) nor more than fifteen (15), the number of
     the same to be fixed by the stockholders at any annual or special meeting.
     Each director shall hold office until the next annual meeting of
     stockholders and until such director's successor shall have been duly
     elected and shall have qualified, unless such director sooner dies, resigns
     or is removed by the stockholders at any annual or special meeting.

          Section 3. Qualification. It shall not be necessary for directors to
     be stockholders. No minor shall serve as a director.

     IN WITNESS WHEREOF, this Amendment to the By-Laws of PINELLAS AMBULANCE
SERVICE, INC. has been duly executed by the sole stock-holder of such
corporation this 6th day of December, 1985.


                                        /s/ Clarence P. Foster, Jr.
                                        ----------------------------------------
                                        CLARENCE P. FOSTER, JR.


                                       20

EX-3.96

                                                                    Exhibit 3.96

                            ARTICLES OF INCORPORATION

                                       OF

                            MEDEVAC MIDAMERICA, INC.

     I, the undersigned, natural person of the age of eighteen (18) years or
more do hereby adopt the following Articles of Incorporation for the purpose of
forming a corporation under the General and Business Corporation Act of
Missouri.

                                    ARTICLE I

     The name of the corporation is Medevac MidAmerica, Inc.

                                   ARTICLE II

     The initial registered office of the corporation in the State of Missouri
shall be located at 4705 Central, Kansas City, Missouri 64112. The name of the
initial registered agent at such address shall be PW&S Agent Service, Inc.

                                   ARTICLE III

     The aggregate number of shares which the corporation shall have authority
to issue shall be 300,000 shares, all of which shall be common stock shares of
the par value of 10 cent(s) each, amounting in the aggregate to $30,000.

                                   ARTICLE IV

     No holder of any of the shares of any class of the corporation shall be
entitled as of right to subscribe for, purchase, or otherwise acquire any shares
of any class of the corporation which the corporation proposes to issue or any
rights or options which the corporation proposes to grant for the purchase of
shares of any class of the corporation or for the purchase of any shares, bonds,
securities, or obligations of the corporation which are convertible into or
exchangeable for, or which carry any rights, to subscribe for, purchase, or
otherwise acquire shares of any class of the corporation; and any and all of
such shares, bonds, securities or obligations of the corporation, whether now or
hereafter authorized or created, may be issued, or may be reissued or
transferred if the same have been re-acquired and have treasury status, and any
and all of such rights and options may be granted by the Board of Directors to
such persons, firms, corporations and associations, and for such lawful
consideration, and on such terms, as the Board of Directors in its discretion
may determine, without first offering the same, or any part thereof, to any said
holder.



                                    ARTICLE V

     The name and place of residence of the incorporator is as follows:

     Harold M. Goss
     4909 W. 68th
     Prairie Village, Kansas

                                   ARTICLE VI

     The initial Board of Directors of the corporation shall consist of three
(3) persons. Thereafter, the number of Directors shall be fixed by the By-Laws
of the corporation and any change in the number of Directors shall be reported
to the Secretary of State within thirty (30) calendar days of such change.

                                   ARTICLE VII

     The Corporation shall have perpetual existence.

                                  ARTICLE VIII

     The purposes for which this corporation is formed are as follows:

     To provide emergency advanced and basic life support patient
transportation, patient health care, medical services, pre-hospital care and
treatment for cities, counties, local government and entities and others on a
contract basis or otherwise;

     To buy or otherwise acquire, to own, hold, lease, sell or otherwise dispose
of, to maintain and repair, to operate and use and to mortgage or otherwise
encumber real property and personal property of all kinds;

     To own, hold, build, construct and erect, buildings and structures of all
types, and to buy, sell, lease, own, manage, operate, maintain, repair, restore
and rebuild the same;

     To own or lease motor vehicles, or other vehicles or means of
transportation and to employ them as common, contract or private carrier for the
transportation of persons or property or both and to obtain any Interstate
Commerce Commission permits or other state, federal or foreign permits, licenses
or authority required to engage in such transportation;

     To invest, lend and deal with moneys of the corporation in any lawful
manner, and to acquire by purchase, by the exchange of stock or other securities
of the corporation, by subscription or otherwise, and to invest in, to hold for
investment or for any other purpose, and to use, sell, pledge or otherwise
dispose of, and in general to deal in any interest concerning or enter into any
transaction with respect to (including "long" and "short" sales of) any stocks,
bonds, notes, debentures, certificates, receipts and other securities and
obligations of any government, state, municipality, corporation, association or
other entity, including individuals and partnerships and, while owner thereof,
to exercise all of the rights, powers and privileges of



ownership, including, among other things, the right to vote thereon for any and
all purposes and to give consents with respect thereto.

     To engage in any lawful act or activity for which corporations may be
organized under the General and Business Corporation Law of Missouri.

     In addition to the powers and privileges conferred upon the corporation by
law and those incidental thereto, the corporation shall possess and may exercise
all the powers and privileges which are necessary or convenient to the conduct,
promotion or attainment of the business, objects or purposes of the corporation.

                                   ARTICLE IX

                    Indemnification of Directors and Officers

     Any person, by reason of the fact that he was or is a director or officer
of the corporation or is or was serving at the request of the corporation as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise and their legal representatives, shall be indemnified by the
corporation for expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with any suit, action or
proceeding, including attorneys' fees, if such person was or is a party, or is
threatened to be made a party, to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
other than an action, suit or proceeding by or in the right of the corporation.
However, the corporation shall not indemnify such officer or director if such
person did not act in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation. Termination of any
suit, action or proceedings by judgment, order, settlement or upon a plea of
nolo contendere, or its equivalent, shall not create a presumption that such
officer or director did not act in good faith and in a manner he did not
reasonably believe to be in or not opposed to the best interest of the
corporation.

     Any person, by reason of the fact that he was or is a director or officer
of the corporation or is or was serving at the request of the corporation as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise and their legal representatives, shall be indemnified by the
corporation for expenses, judgments, fines and amounts paid in settlements
actually and reasonably incurred by him in connection with any suit, action or
proceeding, including attorneys' fees, if such person was or is a party, or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, administrative or investigative, brought by
or in the right of the corporation. However, the corporation shall not indemnify
such officer or director if such person did not act in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and if such person be adjudged liable for negligence or
misconduct in the performance of his duty to the corporation, the corporation
shall only indemnify such person to the extent that the Court in which the
action or suit was brought shall determine upon application that, such person is
reasonably entitled to indemnity for all or any portion thereof of such
judgments, fines or expenses, including but not limited to attorneys' fees,
which the Court shall deem proper.



     The corporation shall indemnify any officer or director and their legal
representative who is successful on the merits or otherwise in defense of any
suit, action or proceedings referred to in the preceding paragraphs of this
Article IX to the extent of all expenses actually and reasonably incurred by him
in connection with such defense, including, but not limited to, attorneys' fees.

     The corporation shall not indemnify any director or officer for any fine,
settlement, judgment or reasonable expenses or attorneys' fees, unless a
determination is made that such director or officer has met the applicable
standards of conduct set forth in this Article. Such determination shall be made
(1) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (2) if
such quorum is not obtainable, or even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by a majority vote of the common stockholders.

     The corporation shall upon written request of the officer or director pay
the expenses of defending any actual or threatened action, suit or proceedings
in advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by the officer or director to repay such amount unless
it shall be ultimately determined that he is entitled to be indemnified by the
corporation.

     The corporation shall have the power to purchase insurance on behalf of any
officer or director of the corporation or anyone serving at the request of the
corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprises against any liability asserted against or
incurred by him in such capacity, whether or not the corporation would have the
power to indemnify him against such liability under this Article. The right of
indemnification under this Article shall not be exclusive, but shall be in
addition to all other rights and remedies to which any director or officer may
be entitled as a matter of law.

                                    ARTICLE X

     The By-Laws of the corporation shall be adopted at the first meeting of the
Board of Directors of the corporation. Thereafter, the By-Laws of the
corporation may be repealed, altered or amended by the stockholder or
stockholders at any meeting of the stockholders, regular or special, or by the
Board of Directors at any meeting of the Board of Directors by an affirmative
vote of the majority of the stockholders or Board of Directors.

                                   ARTICLE XI

     The corporation reserves the right to amend, alter, modify, change or
repeal any provision contained in these Articles of Incorporation, or any
amendment of the provisions hereof, in the manner now or hereafter prescribed by
statute, and all rights and powers conferred herein on stockholders, directors,
and officers are subject to this reserve power; provided, however, that in
default of express statutory provision therefor, these Articles of Incorporation
may be amended in any respect by a majority vote of the stockholders.



     IN WITNESS WHEREOF, we have hereunto set our hands this 30th day of March,
1982.


                                         /s/ Harold M. Gross
                                         ---------------------------------------
                                         Harold M. Gross



STATE OF MISSOURI   )
                    ) ss.
COUNTY OF JACKSON   )

     I, Nancy Bowen, hereby certify that on the 30 day of March, 1982,
personally appeared before me Hal M. Goss, who being by me first duly sworn,
declared that he is the person who signed the foregoing document as incorporator
and the statements there-in contained are true.


                                         /s/ Nancy Bowen
                                         ---------------------------------------
                                         Notary Public in and for said
                                         County and State

My Commission Expires:

       9-18-82



                                STATE of MISSOURI

                    JAMES C. KIRKPATRICK, Secretary of State

                              CORPORATION DIVISION

                      APPLICATION FOR RESCINDING FORFEITURE

HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
P.O. BOX 778
JEFFERSON CITY, MO 65102

     WHEREAS, the charter of MEDEVAC MIDAMERICA, INC., a corporation organized
or qualified under the laws of Missouri on the 14th day of April, 1982, was
forfeited on the 1st day of November, 1983 under the provisions of the General
Business laws of Missouri, the undersigned, the last Vice-President (President,
Vice President, Secretary or Treasurer), hereby requests that such forfeiture be
rescinded and herewith submits the following affidavit, a fee of $50.00 ($50.00
minimum), and such reports or documentation as may be required by the office of
the Secretary of State to rescind the forfeiture pursuant to Section 351.540
RSMo 1978.

                                    AFFIDAVIT

STATE OF MISSOURI )
                  ) ss
COUNTY OF JACKSON )

     JOSEPH J. FITCH, on his oath, first being duly sworn, states that he is the
last Vice-President (President, Vice President, Secretary, or Treasurer) of
MEDEVAC MIDAMERICA, INC., a Missouri corporation; that he is acting as one of
and on behalf of the statutory trustees, that the trustees have caused the
correction of the condition or conditions giving rise to the forfeiture; that
said corporation has not evaded or attempted to evade service of process issued
from any court of this State; that it has not attempted to conceal from the
general public the location of its principal place of business in this State,
nor the address of its President or Secretary, so that the ordinary process of
law could not be served upon it; that is has paid to the Missouri Department of
Revenue all state taxes which it may owe.


/s/ Joseph J. Fitch
- ------------------------------------------------------------
(The last President, Vice President, Secretary or Treasurer)
JOSEPH J. FITCH

Subscribed and sworn to before me this 16th day of December, 1983



My Commission expires March 8, 1987


                                         /s/ Judy Stump
                                         ---------------------------------------
                                         (Notary Public)



              STATE OF MISSOURI . . . Office of Secretary of State
                        ROY D. BLUNT, Secretary of State

                     Amendment of Articles of Incorporation
                  (To be submitted in duplicate by an attorney)

HONORABLE ROY D. BLUNT
SECRETARY OF STATE
STATE OF MISSOURI
P.O. BOX 778
JEFFERSON CITY, MO 65102

     Pursuant to the provisions of The General and Business Corporation Law of
Missouri, the undersigned Corporation certifies the following:

1. The present name of the Corporation is MEDEVAC MIDAMERICA, INC.

The name under which it was originally organized was SAME AS ABOVE

2. An amendment to the Corporation's Articles of Incorporation was adopted by
the shareholders on March 30th,1987.

3. Article Number I is amended to read as follows:

L. Article I shall be deleted in its entirety and the following shall be
substituted in lieu thereof:

                                    ARTICLE I

     The name of the corporation is MEDEVAC MIDAMERICA OF KANSAS, INC.

4. Of the 20 shares outstanding, 20 of such shares were entitled to vote on such
amendment.

The number of outstanding shares of any class entitled to vote thereon as a
class were as follows:



 Class   Number of Outstanding Shares
- ------   ----------------------------
      
Common                20


5. The number of shares voted for and against the amendment was as follows:



 Class   No. Voted For   No. Voted Against
- ------   -------------   -----------------
                   
Common         20                0


6. If the amendment changed the number or par value of authorized shares having
a par value, the amount in dollars of authorized shares having a par value as
changed is:



                                       N/A

If the amendment changed the number of authorized shares without par value, the
authorized number of shares without par value as changed and the consideration
proposed to be received for such increased authorized shares without par value
as are to be presently issued are:

                                       N/A

7. If the amendment provides for an exchange, reclassification, or cancellation
of issued shares, or a reduction of the number of authorized shares of any class
below the number of issued shares of that class, the following is a statement of
the manner in which such reduction shall be effected:

                                       N/A



IN WITNESS WHEREOF, the undersigned, Thomas L. Little
                                     President or
_________________________________ has executed this instrument and its
          Vice-President
Mary L. Jensen has affixed its corporate seal hereto and
Assistant Secretary
attested said seal on the 30th day of March, 1987.

                                        MEDEVAC MIDAMERICA, INC.
                                           Name of Corporation

ATTEST:


/s/ Mary L. Jensen                      By /s/ Thomas L. Little
- -------------------------------------      -------------------------------------
Assistant Secretary                        President
                                           Thomas L. Little

State of Missouri   )
County of Jackson   )ss

     I, Kim L. Ashurst, a Notary Public, do hereby certify that on this 30th day
of March, 1987, personally appeared before me Thomas L. Little who, being by me
first duly sworn, declared that he is the President of MEDEVAC MIDAMERICA, INC.
that he signed the foregoing document as President of the corporation, and that
the statements therein contained are true.


                                         /s/ Kim L. Ashurst
                                         ---------------------------------------
                                            Notary Public
                                         Kim L. Ashurst

                                         My commission expires _________________



April 3, 1987

Secretary of State
State of Missouri
P.O. Box 778
Jefferson City, Missouri 65102

To Whom it may concern:

     MEDEVAC MIDAMERICA OF KANSAS CITY, INC. does hereby consent to the use of
the corporate name MEDEVAC MIDAMERICA OF KANSAS, INC. in the State of Missouri.

                                         MEDEVAC MIDAMERICA OF KANSAS CITY, INC.


                                         By: /s/ Jack A. Morash
                                             -----------------------------------
                                             Jack A. Morash, President



                                STATE OF MISSOURI
                        ROY D. BLUNT, Secretary of State

                              CORPORATION DIVISION

                   Statement of Change of Registered Agent or
              Registered Office by Foreign or Domestic Corporations

                                  Instructions

     There is a $3.00 fee for filing this statement. It must be filed in
DUPLICATE.

     The statement should be sealed with the corporate seal. If it does not have
a seal, write "no seal" where the seal would otherwise appear.

     The registered office may be, but need not be, the same as the place of
business of the corporation, but the registered office and the business address
of the agent must be the same. The corporation cannot act as its own registered
agent.

     Any subsequent change in the registered office or agent must be immediately
reported to the Secretary of State. These forms are available upon request from
the Office of the Secretary of State.

To: SECRETARY OF STATE
    P.O. Box 778
    Jefferson City, Missouri 65102   Charter No. 00240604

     The undersigned corporation, organized and existing under the laws of the
State of Missouri for the purpose of changing its registered agent or its
registered office, or both, in Missouri as provided by the provisions of "The
General and Business Corporation Act of Missouri," represents that:

1. The name of the corporation is Medevac Midamerica of Kansas, Inc.

2. The name of its PRESENT registered agent (before change) is PWS AGENT
SERVICES, INC.

3. The name of the new registered agent is J&F REGISTERED AGENT, INC.

4. The address, including street number, if any, of its PRESENT registered
office (before change) is 4705 Central, Kansas City, Missouri 64112

5. Its registered office (including street number, if any change is to be made)
is hereby CHANGED TO 1100 Main, P.O. Box 26006, 2500 City Center Square, Kansas
City, MO 64196

6. The address of its registered office and the address of the business office
of its registered agent, as changed will be identical.



Such change was authorized by resolution duly adopted by the board of directors.

IN WITNESS WHEREOF, the undersigned corporation has caused this report to be
executed in its name by its PRESIDENT or VICE-PRESIDENT, attested by its
SECRETARY or ASSISTANT SECRETARY this 13th day of July, 1987.

                                         Medevac MidAmerica of Kansas, Inc.
                                                   Name of Corporation


(Corporate Seal)                         By /s/ Thomas L. Little
                                            ------------------------------------
                                            President
                                            Thomas L. Little

If no seal, state "none".

Attest:


/s/ Mary L. Jensen
- --------------------------------------
Assistant Secretary
Mary L. Jensen

State of Kansas   )
                  ) ss
County of Shawnee }

   I, Mickey S. Woodrow, a Notary Public, do hereby certify that on the 27th day
of July, 1987, personally appeared before me Thomas L. Little who declares he is
President or Vice-President of the corporation, executing the foregoing
document, and being first duly sworn, acknowledged that he signed the foregoing
document in the capacity therein set forth and declared that the statements
therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before
written.


                                         /s/ Mickey S. Woodrow
                                         ---------------------------------------
                                         Notary Public

                                         My commission expires July 20, 1988



              STATE OF MISSOURI . . . Office of Secretary of State
                        ROY D. BLUNT, Secretary of State

                     Amendment of Articles of Incorporation
                         (To be submitted in duplicate)

HONORABLE ROY D. BLUNT
SECRETARY OF STATE
STATE OF MISSOURI
P.O. BOX 778
JEFFERSON CITY, MO 65102

     Pursuant to the provisions of The General and Business Corporation Law of
Missouri, the undersigned Corporation certifies the following:

1. The present name of the Corporation is MEDEVAC MIDAMERICA OF KANSAS, INC.

The name under which it was originally organized was MEDEVAC MIDAMERICA, INC.

2. An amendment to the Corporation's Articles of Incorporation was adopted by
the shareholders on December 22, 1989.

3. Article Number I is amended to read as follows:

     The name of the corporation is: MEDEVAC MIDAMERICA, INC.

     (If more than one article is to be amended or more space is needed attach
fly sheet.)

4. Of the 20 shares outstanding, 20 of such shares were entitled to vote on such
amendment. The number of outstanding shares of any class entitled to vote
thereon as a class were as follows:



 Class   Number of Outstanding Shares
- ------   ----------------------------
      
common                20


5. The number of shares voted for and against the amendment was as follows:



 Class   No. Voted For   No. Voted Against
- ------   -------------   -----------------
                   
common         20                0


6. If the amendment changed the number or par value of authorized shares having
a par value, the amount in dollars of authorized shares having a par value as
changed is:

N/A



If the amendment changed the number of authorized shares without par value, the
authorized number of shares without par value as changed and the consideration
proposed to be received for such increased authorized shares without par value
as are to be presently issued are:

N/A

7. If the amendment provides for an exchange, reclassification, or cancellation
of issued shares, or a reduction of the number of authorized shares of any class
below the number of issued shares of that class, the following is a statement of
the manner in which such reduction shall be effected:

N/a

IN WITNESS WHEREOF, the undersigned, Thomas L. Little
                                     (President or Vice-President)
has executed this instrument and its Thomas L. Little has
                                        (Secretary)
affixed its corporate seal hereto attested said seal on the
26th day of December, 1989

                                         MEDEVAC MIDAMERICA OF KANSAS, INC.
                                         Name of Corporation

ATTEST:


/s/ Thomas S. Little                     By /s/ Thomas S. Little
- --------------------------------------      ------------------------------------
Secretary                                   President

State of Kansas
                    ss
County of Shawnee

     I, LaChell A. Weaver, a Notary Public, do hereby certify that on this 26th
day of December, 1989, personally appeared before me Thomas L. Little who, being
by me first duly sworn, declared that he is the President and Secretary of
MEDEVAC MIDAMERICA OF KANSAS, INC. that he signed the foregoing document as
President and Secretary of the corporation, and that the statements therein
contained are true.


                                         /s/ LaChell A. Weaver
                                         ---------------------------------------
                                         Notary Public
                                         LaChell A. Weaver

                                         My commission expires June 8, 1992


                                STATE OF MISSOURI
                        ROY D. BLUNT, Secretary of State
                              CORPORATION DIVISION

                     Statement of Change of Business Office
                              of a Registered Agent
                      of a Foreign or Domestic Corporation

                                  INSTRUCTIONS

          There is a $5.00 fee for filing this statement. It must be filed in
DUPLICATE for the corporation listed in the statement. All copies must be signed
and notarized. The registered agent should sign in his individual name, unless
the registered agent is a corporation, in which case the statement shall be
executed by its president or vice president and verified by him, sealed with the
corporate seal and attested by its secretary or an assistant secretary.

Make check payable to "Director of Revenue."
This form is for use by a registered agent ONLY.

To: SECRETARY OF STATE
    P.O. Box 778
    Jefferson City, Missouri 65102                          Charter No. 00240604

          The undersigned registered agent, for the purpose of changing its
business office in Missouri as provided by the provisions of "The General and
Business Corporation Act in Missouri," represents that:

1. The name of the corporation (in Missouri) is Medevac Midamerica of Kansas,
Inc.

2. The name of this registered agent is J & F Registered Agent, Inc.

3. The address including street number, if any, of the PRESENT business office
of the registered agent is 1100 Main, 2500 City Center Square, P.O. Box 26006,
Kansas City, Missouri 64196

4. The address, including street number, if any, of the business office of the
registered agent is hereby CHANGED TO 1200 Main, Suite 1700, P.O. Box 26006,
Kansas City, Missouri 64196

5. Notice in writing of the change has been mailed by the registered agent to
the corporation named above.

6. The address of the registered office of the corporation named above and the
business office of the registered agent, as changed, is identical.

          (THE FOLLOWING SHOULD BE EXECUTED ONLY IF THE REGISTERED AGENT IS A
NATURAL PERSON)

IN WITNESS WHEREOF, the undersigned registered agent has caused this report to
be executed this __ day of _____, 1991.




                                               -----------------------------
                                               Signature of Registered Agent

State of _____________________ }
                                ss
County of ____________________ }

On this ________ day of ___________, in the year 19__, before me,
______________, a Notary Public in and for said state, personally appeared
___________________ known to me to be the person who executed the within
Statement of Change of Business Office and acknowledged to me that
___________________ executed the same for the purposes therein stated.

(Notarial Seal)                                -----------------------------
                                                         Notary Public
                                               My commission expires___________

          (THE FOLLOWING SHOULD BE EXECUTED ONLY IF THE REGISTERED AGENT IS A
CORPORATION)

IN WITNESS WHEREOF, the undersigned corporation has caused this report to be
executed in its name by its PRESIDENT or VICE-PRESIDENT, attested by its
SECRETARY or ASSISTANT SECRETARY this 13th day of November, 1991.

                                              J&F Registered Agent, Inc.
                                              Name of Corporation


                                              By /s/ James M. Jenkins
                                                 -------------------------------
                                                 President or Vice-President
                                                 James M. Jenkins, President

(Corporate Seal)
If no seal, state "none".

Attest:

/s/ Julie K. Doody
- ------------------------------------
Secretary or Assistant Secretary
Julie K. Doody, Secretary

State of Missouri   }
                    } ss
County of Jackson   }

On this 13th day of November in the year 1991, before me Patricia C. Pierson, a
Notary Public in and for said state, personally appeared
James M. Jenkins, President,
       Name         Title



J&F Registered Agent, Inc. known to be to be the person
Name of Corporation
who executed the within Statement of Change of Business Office in behalf of said
corporation and acknowledged to me that he executed the same for the purposes
therein stated.


                                              /s/ Patricia C. Pierson
                                              ----------------------------------
                                              Notary Public

                                              My commission expires ____________



                                STATE OF MISSOURI
                          OFFICE OF SECRETARY OF STATE
                        ROY D. BLUNT, Secretary of State

CORPORATION DIVISION

                               ARTICLES OF MERGER

HONORABLE ROY D. BLUNT
SECRETARY OF STATE
STATE OF MISSOURI
P.O. BOX 778
JEFFERSON CITY, MO 65102

          Pursuant to the provisions, of The General and Business Corporation
Law of Missouri, the undersigned Corporation certify the following:

          (1) That Ambulette Services, Inc. of Kansas;

          (2) That Medevac Midamerica of Kansas, Inc., of Missouri are hereby
merged and that the aboved named Medevac Midamerica of Kansas, Inc. is the
surviving corporation.

          (4) That the Board of Directors of Medevac Midamerica of Kansas, Inc.
met on August 1, 1992 and by resolution adopted by a majority vote of the
members of such board approved the Plan of Merger set forth in these articles.

          (5) That the Board of Directors of Medevac Midamerica of Kansas, Inc.,
met on August 1, 1992 and by resolution adopted by a majority vote of the
members of such board approved the Plan of Merger set forth in these articles.

          (7) The Plan of Merger thereafter was submitted to a vote at the
special meeting of the shareholders of Ambulette Services, Inc., held on August
1, 1992 at 401 SW Jackson, Topeka, Kansas and at such meeting there were one (1)
share entitled to vote and One (1) voted in favor and none voted against said
plan.

          (8) The Plan of Merger thereafter was submitted to a vote at the
special meeting of the shareholders of Medevac Midamerica of Kansas, Inc. held
on August 1, 1992 at 401 SW Jackson, Topeka, Kansas and at such meeting there
were 500 shares entitled to vote and 500 voted in favor and none voted against
said plan.

          (10) PLAN OF MERGER

               1. Medevac Midamerica of Kansas, Inc., of Topeka, Kansas is the
survivor.

               2. All the property, rights, privileges, leases and patents of
the Ambulette Services, Inc. Corporation are to be transferred to and become the
property of Medevac Midamerica of Kansas, Inc. the survivior. The officers and
board of directors of the above



named corporations are authorized to execute all deeds assignments, and
documents of every nature which may be needed to effectuate a full and complete
transfer of ownership.

               3. The officers and board of directors of Medevac Midamerica of
Kansas, Inc., shall continue in office until their successors are duly elected
and qualified under the provisions of the by-laws of the surviving corporation.

               4. The outstanding shares of Ambulette Services, Inc. shall be
exchanged for shares of Medevac Midamerica of Kansas, Inc., on the following
basis:

               Each share of Terminating Corporation, common stock issued and
outstanding immediately prior to the Effective Date (exclusive of shares held in
the treasury of Terminating Corporation, which shares shall be cancelled on the
Effective Date) shall, without any action on the part of the Surviving
Corporation or any holder of such shares, be converted by the merger into one
(1) share of Surviving Corporation common stock. Each share of Terminating
Corporation preferred stock issued and outstanding immediately prior to the
Effective Date shall, without any action of the part of the Surviving
Corporation or any holder of such shares, be converted by the merger into one
(1) share of Surviving Corporation preferred stock.

               5. The articles of incorporation of the survivor are not amended.

     IN WITNESS WHEREOF, these Articles of Merger have been executed in
duplicate by the aforementioned corporations as of the day and year hereafter
acknowledged.

                                        Ambulette Services, Inc.
CORPORATE SEAL

                                        By /s/ Thomas L. Little
                                           -------------------------------------
                                           Its President

ATTEST:


By /s/ Thomas L. Little
   ----------------------------------
   Its Secretary


                                        Medevac Midamerica of Kansas, Inc.
CORPORATE SEAL

                                        By /s/ Thomas L. Little
                                           -------------------------------------
                                           Its President

ATTEST:


By /s/ Thomas L. Little
   ----------------------------------
   Its Secretary



                                 ACKNOWLEDGMENT

STATE OF KANSAS     )
                    ) ss:
COUNTY OF SHAWNEE   )

          On the 1st day of August, 1992, before me, a Notary Public in and for
the County and State aforesaid, came Thomas L. Little, President of Ambulette
Services, Inc. and Thomas L. Little President of Medevac Midamerica of Kansas,
Inc., who is personally known to me to be the same person who executed the above
instrument and duly acknowledged the execution of same.

          IN WITNESS WHEREOF, I have hereunto set my hand and seal on the date
last above written.


                                           /s/ Michele A. Bixby
                                           -----------------------------
                                           Notary Public



                                State of Missouri
                    Rebecca McDowell Cook, Secretary of State
                     P.O. Box 778, Jefferson City, Mo. 65102

                              Corporation Division

                     Statement of Change of Registered Agent
                              or Registered Office

                                  INSTRUCTIONS

1.   The filing fee for this change is $10.00. Change must be filed in
     DUPLICATE.

2.   P.O. Box may only be used in conjunction with Street, Route or Highway.

3.   Agent and address must be in the State of Missouri.

4.   If a corporation, officers (president or vice president and secretary or
     assistant secretary) must sign, and president's or vice president's
     signature must be notarized.

5.   If limited partnership, general partner must sign and have their signature
     notarized.

                                                            Charter No. 00240604

The undersigned corporation or limited partnership, organized and existing under
the laws of the State of Missouri for the purpose of changing its registered
agent "The General and Business Corporation Act of Missouri," or the "Missouri
Uniform Limited Partnership Law," represents that:

(1)  The name of the corporation/ltd. partnership is: Medevac Midamerica, Inc

(2)  The name of its registered agent before this change is: J & F Registered
     Agent, Inc.

(3)  The name of the new registered agent is: Husch Registered Agent, Inc.

(4)  The address, including street number, if any, of its registered office
     before this change is: 1200 Main, Suite 1700, Box 26006, Kansas City, MO
     64196

(5)  Its registered office (including street number, if any change is to be
     made) is hereby CHANGED TO: 235 East High, Suite 300, Jefferson City, MO
     65101

(6)  The address of its registered office and the address of the business office
     of its registered agent, as changed will be identical.

(7)  Such change was authorized by resolution duly adopted by the board of
     directors of the corporation or by the limited partnership.

IN WITNESS WHEREOF, the undersigned corporation or limited partnership has
caused this report to be executed in its name by its President or Vice President
of the corporation, or General Partner of the limited partnership, and attested
to by the assistant secretary if a corporation on the 31st day of July, 1995.




                                      Medevac Midamerica, Inc.
                                      ------------------------------------------
                                      Name of corporation or limited partnership

(CORPORATE SEAL)
If no seal, state "none"

                                      By /s/ Thomas L. Little
                                         ---------------------------------------
                                                 President of corporation
                                                           or
                                          General Partner of limited partnership

Attest:

/s/ ??????
- ------------------------------------
  Secretary or Assistant Secretary
          of corporation

State of Kansas     )
                    ) ss.
County of Shawnee   )

          I, Kerry E. Butterfield, a Notary Public, do hereby certify that on
the 31st day of July, 1995, personally appeared before me Thomas L. Little who
declares he/she is the President or Vice President of the corporation, or a
General Partner of the limited partnership, executing the foregoing document,
and being first duly sworn, acknowledged that he/she signed the foregoing
document in the capacity therein set forth and declared that the statements
therein contained are true.

          IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and
year before written.

                                      /s/ Kerry E. Butterfield
                                      ---------------------------------------
                                      Notary Public

                                      My commission expires 9-12-98

(Notarial Seal)



                               State of Missouri
                   Rebecca McDowell Cook, Secretary of State
                     P.O. Box 778, Jefferson City, MO 65102
                              Corporation Division

                    Statement of Change of Registered Agent
                              or Registered Office

                                  INSTRUCTIONS

1.   The filing fee for this change is $10.00. Change must be filed in
     DUPLICATE.

2.   P.O. Box may only be used in conjunction with Street, Route or Highway.

3.   Agent and address must be in the State of Missouri.

4.   If a corporation, officers (president or vice president and secretary or
     assistant secretary) must sign, and president's or vice president's
     signature must be notarized.

5.   If limited partnership, general partner must sign and have their signature
     notarized.

                                                            Charter No. 00240604

The undersigned corporation or limited partnership, organized and existing under
the laws of the State of Missouri for the purpose of changing its registered
agent "The General and Business Corporation Act of Missouri," or the "Missouri
Uniform Limited Partnership Law," represents that:

(1)  The name of the corporation/ltd. partnership is: Medevac Midamerica, Inc.

(2)  The name of its registered agent before this change is: Husch Registered
     Agent, Inc.

(3)  The name of the new registered agent is: SNR Registered Agent Services,
     Inc.

(4)  The address, including street number, if any, of its registered office
     before this change is: 235 East High, Suite 300, Jefferson City, Missouri
     65101

(5)  Its registered office (including street number, if any change is to be
     made) is hereby CHANGED TO: 4520 Main, Suite 1100, Kansas City, Missouri
     64111

(6)  The address of its registered office and the address of the business of its
     registered agent, as changed will be identical.

(7)  Such change was authorized by resolution duly adopted by the board of
     directors of the corporation or by the limited partnership.

IN WITNESS WHEREOF, the undersigned corporation or limited partnership has
caused this report to be executed in its name by its President or Vice President
of the corporation, or General Partner of the limited partnership, and attested
to by the assistant secretary if a corporation on the _______ day of ________,
19__.




                                   Medevac Midamerica, Inc.
                                   ---------------------------------------------
                                   Name of corporation or limited partnership

(CORPORATE SEAL)
If no seal, state "none"


                                   By /s/ David D. Bingamin
                                      ---------------------------------------
                                      President or Vice President of corporation
                                                          or
                                        General Partner of limited partnership

Attest:


/s/ Tom C. Nelson
- --------------------------------
Secretary or Assistant Secretary
of corporation

State of Colorado   )
                    ) ss.
County of Arapahoe

I, Michelle B. Pate, a Notary Public, do hereby certify that on the 30th day of
September, 1996, personally appeared before me David A. Bingaman who declares
he/she is the President or Vice President of the corporation, or a General
Partner of the limited partnership, executing the foregoing document, and being
first duly sworn, acknowledged that he/she signed the foregoing document in the
capacity therein set forth and declared that the statements therein contained
are true.

          IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and
year before written.

                                             /s/ Michelle B. Pate
                                             -----------------------------------
                                             Notary Public

                                             My commission expires 07-21-97



                               State of Missouri
                   Rebecca McDowell Cook, Secretary of State
                    P.O. Box 778, Jefferson City, Mo. 65102

                              Corporation Division

                    Statement of Change of Registered Agent
                              or Registered Office

                                  INSTRUCTIONS

1.   The filing fee for this change is $10.00. Change must be filed in
     DUPLICATE.

2.   P.O. Box may only be used in conjunction with Street, Route or Highway.

3.   Agent and address must be in the State of Missouri.

4.   If a corporation, officers (president or vice president and secretary or
     assistant secretary) must sign, and president's or vice president's
     signature must be notarized.

5.   If limited partnership, general partner must sign and have their signature
     notarized.

                                                           Charter No. 002404604

The undersigned corporation or limited partnership, organized and existing under
the laws of the State of Missouri for the purpose of changing its registered
agent "The General and Business Corporation Act of Missouri," or the "Missouri
Uniform Limited Partnership Law," represents that:

(1)  The name of the corporation/ltd. partnership is: Medevac MidAmerica, Inc.

(2)  The name of its registered agent before this change is: SNR Registered
     Agent Services

(3)  The name of the new registered agent is: THE CORPORATION COMPANY;

(4)  The address, including street number, if any, of its registered office
     before this change is: 4530 Main, Suite 1100, Kansas City, MO 64111

(5)  Its registered office (including street number, if any change is to be
     made) is hereby CHANGED TO: 7733 Forsyth Blvd., Clayton, Missouri 63105

(6)  The address of its registered office and the address of the business office
     of its registered agent, as changed will be identical.

(7)  Such change was authorized by resolution duly adopted by the board of
     directors of the corporation or by the limited partnership.

IN WITNESS WHEREOF, the undersigned corporation or limited partnership has
caused this report to be executed in its name by its President or Vice President
of the corporation, or General Partner of the limited partnership, and attested
to by the assistant secretary if a corporation on the 13th day of March, 1997.




                                      Medevac Midamerica, Inc.
                                      ------------------------------------------
                                      Name of corporation or limited partnership

(CORPORATE SEAL)
If no seal, state "none"


                                      By /s/ William George
                                      ------------------------------------------
                                      President or Vice President of corporation
                                                          or
                                        General Partner of limited partnership
                                            William George, Vice President

Attest:


/s/ David C. Colby
- -----------------------------------
  Secretary or Assistant Secretary
           of corporation
David C. Colby, Assistant Secretary

State of Colorado    )
                     ) ss.
County of Arapahoe   )

          I, Shari Kilgore, a Notary Public, do hereby certify that on the 14th
day of March, 1997, personally appeared before me William George who declares
he/she is the President or Vice President of the corporation, or a General
Partner of the limited partnership, executing the foregoing document, and being
first duly sworn, acknowledged that he/she signed the foregoing document in the
capacity therein set forth and declared that the statements therein contained
are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before
written.

                                         /s/ Shari Kilgore
                                         -----------------------------
                                         Notary Public

                                         My commission expires 4/2/2000



                                                               State of Missouri
                                       Rebecca McDowell Cook, Secretary of State
                                          P.O. Box 778, Jefferson City, MO 65102
                                                            Corporation Division

                           Application for Rescinding
                           Administrative Dissolution
 (Submit in duplicate with a filing fee of $55 General Business, $25 Nonprofit)

(1)  The corporation's name is: Medevac MidAmerica, Inc.

(2)  The date of the administrative dissolution was: August 18, 1997.

(3)  The grounds for administrative dissolution which have been eliminated were:
     (Check appropriate box or boxes)

      X    Failing to file an annual registration report;
     ---

          Failing to maintain a registered agent or office;
     ---

          Failing to extend the period of duration;
     ---
          Procuring its Charter/Authorization by fraud;
     ---

          Failing to pay/file franchise taxes;
     ---

          Failing to pay any final assessment of employer withholding tax or
     ---
          sales and use taxes, including local sales taxes.

(4)  Attached is a certificate of tax clearance from the Department of Revenue
     reciting that all state taxes have been paid.

In affirmation of the facts stated above,

                                                                        
Tom Nelson                                                   Vice President   11/9/98
(Authorized signature of officer or chairman of the board)   (Title)          (Date of signature)





                               ARTICLES OF MERGER
                                       OF
                         MEDEVAC MEDICAL SERVICES, INC.

                              A Kansas corporation

                                       AND

                            MEDEVAC MIDAMERICA, INC.

                             A Missouri corporation

          Pursuant to the provisions of The General and Business Corporation Law
of Missouri, the undersigned corporations do hereby adopt and execute the
following articles of merger:

                                   ARTICLE ONE

          Medevac Medical Services, Inc. is a business corporation organized and
existing under the laws of the State of Kansas, the said laws of which permit a
merger of a corporation of that State with and into a corporation of another
State (hereinafter referred to as the "Merging Corporation").

                                   ARTICLE TWO

          Medevac MidAmerica, Inc. is a business corporation organized and
existing under the laws of the State of Missouri and is subject to the
provisions of The General and Business Corporation Law of Missouri (hereinafter
referred to as the "Surviving Corporation").

                                  ARTICLE THREE

          Annexed hereto is the Plan of Merger for merging the Merging
Corporation with and into Surviving Corporation.

                                  ARTICLE FOUR

          By unanimous written consent and waiver of notice of meeting of
Medevac Medical Services, Inc.'s Board of Directors executed as of August 25,
1997, as prescribed by its by-laws and by the provisions of The General and
Business Corporation Law of Missouri, the Plan of Merger was approved by the
director of Medevac Medical Services, Inc.

                                  ARTICLE FIVE

          By unanimous written consent and waiver of notice of meeting of
Medevac MidAmerica, Inc.'s Board of Directors, as executed as of August 25,
1997, as prescribed by its by-laws and by the provisions of laws of the State of
Kansas, the Plan of Merger was approved by the director of Medevac MidAmerica,
Inc.



                                   ARTICLE SIX

          The holders of all of the outstanding shares entitles to vote of the
Surviving Corporation, to wit 220 shares, dispensed with a meeting of the
stockholders and approved the Plan of Merger by consent in writing dated as of
August 25, 1997, and signed by all of them.

                                  ARTICLE SEVEN

          The number of outstanding shares of the Surviving Corporation is 220;
and the number of the said outstanding shares which were entitled to vote on the
Plan of Merger at the time of the approval of said Plan by the holders of said
outstanding shares entitled to vote is 220.

                                  ARTICLE EIGHT

          The holders of all of the outstanding shares entitled to vote of the
Merging Corporation, to wit 220 shares, dispensed with a meeting of the
stockholders and approved the Plan of Merger by a consent in writing dated as of
August 25, 1997, and signed by all of them.

                                  ARTICLE NINE

          The merger provided for in the Plan of Merger was duly authorized in
the manner prescribed by, and is in compliance with, the applicable provisions
of the laws of the State of Kansas, and the requisite approval, is any, of any
of its shareholders has been duly obtained.

            [The remainder of this page is intentionally left blank]



Executed on March 31, 1999.

                                        MEDEVAC MIDAMERICA, INC.
                                        a Kansas corporation


                                        By: /s/ Joshua T. Gaines
                                            ------------------------------------
                                            Joshua T. Gaines, Vice President


Attest: /s/ A.Z. Rizzo
        ----------------------------
        Assistant Secretary


STATE OF COLORADO    )
COUNTY OF ARAPAHOE   )

          I, Jeffrey A. McGuinness, a notary public in and for the State and
County aforesaid, do hereby certify that on this 31st day of March, 1999,
personally appeared before me Joshua T. Gaines, who being by me first duly
sworn, declared that he is the Vice President of Medevac Medical Services, Inc.
and that he signed the foregoing document a Vice President of the corporation,
and that the statements therein contained are true.


                                        /s/ Jeffrey A. McGuinness
                                        ----------------------------------------
                                        Notary Public
                                        My Commission Expires: 1/21/2002



                                         MEDEVAC MIDAMERICA, INC.
                                         a Kansas corporation


                                        By: /s/ Joshua T. Gaines
                                            ------------------------------------
                                            Joshua T. Gaines, Vice President


Attest: /s/ A.Z. Rizzo
        -----------------------------
        Assistant Secretary

STATE OF COLORADO    )
COUNTY OF ARAPAHOE   )

          I, Jeffrey A. McGuinness, a notary public in and for the State and
County aforesaid, do hereby certify that on this 31st day of March, 1999,
personally appeared before me Joshua T. Gaines, who being by me first duly
sworn, declared that he is the Vice President of Medevac Medical Services, Inc.
and that he signed the foregoing document a Vice President of the corporation,
and that the statements therein contained are true.


                                        /s/ Jeffrey A. McGuinness
                                        ----------------------------------------
                                        Notary Public
                                        My Commission Expires: 1/21/2002



[Missouri]

                                 PLAN OF MERGER

          Plan of Merger approved on August 25, 1997 by Medevac Medical
Services, Inc., a Kansas corporation, and by its Board of Directors on said
date, and by Medevac MidAmerica, Inc., a corporation organized under the laws of
the State of Missouri and to the provisions of The General and Business
Corporation Law of Missouri, be merged into Medevac MidAmerica, Inc., which
shall continue to exist under the provisions of The General and Business
Corporation Law of Missouri. The separate corporate existence of Medevac Medical
Services, Inc. shall cease upon the effective date of the merger in accordance
with the laws of the State of Kansas.

          The articles of incorporation of the Medevac MidAmerica, Inc. shall be
the articles of incorporation of the said Surviving Corporation.

          The present by-laws of Medevac MidAmerica, Inc. shall be the by-laws
of the said Surviving Corporation and will continue in full force and effect
until altered or amended as therein provided under the authority of The General
and Business Corporation Law of Missouri.

          The directors and officers of Medevac MidAmerica, Inc. upon the
effective date of the merger shall be the members of the first Board of
Directors and the first officers of the Surviving Corporation, all of whom shall
hold their directorships and offices until the election and qualification of
their respective successors or until their tenure is otherwise terminated in
accordance with the by-laws of the Surviving Corporation.

          Each issued share of the Merging Corporation shall not be converted in
any manner, but each share which is issued as of the effective date of the
merger shall be surrendered and extinguished.

          Each issued share of the Surviving Corporation shall not be converted,
but each share which is issued as of the effective date of the merger shall
continue to represent one issued share of the Surviving Corporation.

          The Surviving Corporation shall have all the rights, privileges,
immunities, and powers of each of the merging corporations, and all and every
other interest of or belonging to each of the corporations so merged, shall be
taken and deemed to be transferred to and vested in the Surviving Corporation.

          The Plan of Merger herein made and approved shall be adopted in such
manner as the laws of Kansas shall prescribe and shall be submitted to the
shareholders of the Surviving Corporation for their approval or rejection in the
manner prescribed by The General and Business Corporation Law of Missouri.

          In the event that the Plan of Merger shall have been adopted in
accordance with the provisions of the State of Kansas, and shall have been
approved by the shareholders entitled to vote of the Surviving Corporation, in
accordance with the provisions of The General and Business Corporation Law of
Missouri, the Merging Corporation and the Surviving Corporation stipulate that
they will cause to be executed and file and/or recorded any document or
documents



prescribed by the laws of the State of Kansas and the State of Missouri and that
they will cause to be performed all necessary acts within the State of Kansas,
the State of Missouri, and elsewhere to effectuate the merger.

          The Board of Directors and the proper officers of the merging
Corporation and the Surviving Corporation, respectively, are hereby authorized,
empowered, and directed to do any and all acts and things, and to make, execute,
deliver, file and/or record any and all instruments, papers and documents which
shall be or become necessary, proper, or convenient to carry out or put into
effect any of the provisions of this Plan of Merger or of the merger herein
provided for.

           [The remainder of this page is intentionally left blank.]



                                State of Missouri
                    Rebecca McDowell Cook, Secretary of State
                     P.O. Box 778, Jefferson City, Mo. 65102
                              Corporation Division

                     Statement of Change of Business Office
                              of a Registered Agent

                                  Instructions

1.   The filing fee for this change is $10.00. Change must be filed in
     DUPLICATE.

2.   P.O. Box may only be used in conjunction with Street, Route or Highway.

3.   Agent and address must be in the State of Missouri.

4.   The corporation or limited partnership cannot act as its own registered
     agent. The registered agent should sign in his individual name, unless the
     registered agent is a corporation, in which case the execution should be by
     proper officers.

                                                              Charter No. 240604

          The undersigned registered agent, for the purpose of changing its
business office in Missouri as provided by the provisions of "The General and
Business Corporation Act in Missouri," or the "Missouri Uniform Limited
Partnership Law," represents that: MEDEVAC MIDAMERICA, INC.

1.   The name of the corporation/limited partnership is

2.   The name of this registered agent is The Corporation Company

3.   The address, including street number, if any, of the present business
     office of the registered agent is 7733 Forsyth Blvd., Clayton, Missouri
     63105

4.   The address, including street number, if any, of the business office of the
     registered agent is hereby changed to 120 South Central Avenue, Clayton,
     Missouri 63105

5.   Notice in writing of the change has been mailed by the registered agent to
     the corporation/limited partnership named above.

6.   The address of the registered office of the corporation/limited partnership
     named above and the business office of the registered agent, as changed, is
     identical.

                                     (Over)



          (The following should be executed only if the registered agent is a
natural person)

          IN WITNESS WHEREOF, the undersigned registered agent has caused this
report to be executed this ______ day of __________, 19__.


                                           -------------------------------
                                           Signature of Registered Agent

State of __________________)
                           ) ss
County of _________________)

On this _______ day of _______________, in the year 19__, before me, __________,
a Notary Public in and for said state, personally appeared _________________
known to me to be the person who executed the within Statement of Change of
Business Office and acknowledged to me that ________________ executed the same
for the purposes therein stated.

                                           -------------------------------
                                           Notary Public

(Notarial Seal)

                                           My commission expires _________

(The following should be executed only if the registered agent is a corporation)

          IN WITNESS WHEREOF, the undersigned corporation has caused this report
to be executed in its name by its president or vice president, attested by its
secretary or assistant secretary this 13th day of January, 2000.

                                           The Corporation Company
(Corporate Seal)                           Name of Corporation


If no seal, state "none".                  By /s/ Kenneth J. Uva
                                              -------------------------------
                                              President or Vice President

Attest:


/s/ Marie Haver
- -------------------------------------
Secretary or Assistant Secretary

State of New York )
                  ) ss
County of Kings   )

          On this 13th day of January in the year 2000, before me Theresa
Alfieri, a Notary Public in



and for said state, personally appeared Kenneth J. Uva, Vice President,
                                              Name            Title

C T Corporation System known co me to be the person who executed the within
Statement of Name of Corporation

Change of Business Office in behalf of said corporation and acknowledged to me
that he executed the same for the purposes therein stated.


                                              /s/ Theresa Alfieri
                                              --------------------------------
                                              Notary Public

                                              My commission expires ___________

EX-3.97

                                                                    Exhibit 3.97

                                     BY-LAWS

                                       OF

                               THE SUBSIDIARIES OF

                         AMERICAN MEDICAL RESPONSE, INC.

                  Section 1. LAW, CERTIFICATE OF INCORPORATION
                                   AND BY-LAWS

     1.1. These by-laws are subject to the certificate of incorporation of the
corporation. In these by-laws, references to law, the certificate of
incorporation and by-laws mean the law, the provisions of the certificate of
incorporation and the by-laws as from time to time in effect.

                             Section 2. STOCKHOLDERS

     2.1. Annual Meeting. The annual meeting of stockholders shall be held at
10:00 am on the second Tuesday in May in each year, unless that day be a legal
holiday at the place where the meeting is to be held, in which case the meeting
shall be held at the same hour on the next succeeding day not a legal holiday,
or at such other date and time as shall be designated from time to time by the
board of directors and stated in the notice of the meeting, at which they shall
elect a board of directors and transact such other business as may be required
by law or these by-laws or as may properly come before the meeting.

     2.2. Special Meetings. A special meeting of the stockholders may be called
at any time by the chairman of the board, if any, the president or the board of
directors. A special meeting of the stockholders shall be called by the
secretary, or in the case of the death, absence, incapacity or refusal of the
secretary, by an assistant secretary or some other officer, upon application of
a majority of the directors. Any such application shall state the purpose or
purposes of the proposed meeting. Any such call shall state the place, date,
hour, and purposes of the meeting.

     2.3. Place of Meeting. All meetings of the stockholders for the election of
directors or for any other purpose shall be held at such place within or without
the state of incorporation as may be determined from time to time by the
chairman of the board, if any, the president or the board of directors. Any
adjourned session of any meeting of the stockholders shall be held at the place
designated in the vote of adjournment.

     2.4. Notice of Meetings. Except as otherwise provided by law, a written
notice of each meeting of stockholders stating the place, day and hour thereof
and, in the case of a special meeting, the purposes for which the meeting is
called, shall be given not less then ten nor more than sixty days before the
meeting, to each stockholder entitled to vote thereat, and to each stockholder
who, by law, by the certificate of incorporation or by these by-laws, is
entitled to notice, by leaving such notice with him or at his residence or usual
place of business, or by depositing it in the United States mail, postage
prepaid, and addressed to such stockholder at his address as it appears in the
records of the corporation. Such



notice shall be given by the secretary, or by an officer or person designated by
the board of directors, or in the case of a special meeting by the officer
calling the meeting. As to any adjourned session of any meeting of stockholders,
notice of the adjourned meeting need not be given if the time and place thereof
are announced at the meeting at which the adjournment was taken except that if
the adjournment is for more than thirty days or if after the adjournment a new
record date is set for the adjourned session, notice of any such adjourned
session of the meeting shall be given in the manner heretofore described. No
notice of any meeting of stockholders or any adjourned session thereof need be
given to a stockholder if a written waiver of notice, executed before or after
the meeting or such adjourned session by such stockholder, is filed with the
records of the meeting or if the stockholder attends such meeting without
objecting at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any meeting of the stockholders or any
adjourned session thereof need be specified in any written waiver of notice.

     2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as
to any matter shall consist of a majority of the votes entitled to be cast on
the matter, except where a larger quorum is required by law, by the certificate
of incorporation or by these by-laws. Any meeting may be adjourned from time to
time by a majority of the votes properly cast upon the question, whether or not
a quorum is present. If a quorum is present at an original meeting, a quorum
need not be present at an adjourned session of that meeting. Shares of its own
stock belonging to the corporation or to another corporation, if a majority of
the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the corporation, shall neither
be entitled to vote nor be counted for quorum purposes; provided, however, that
the foregoing shall not limit the right of any corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

     2.6. Action by Vote. When a quorum is present at any meeting, a plurality
of the votes properly cast for election to any office shall elect to such office
and a majority of the votes properly cast upon any question other than an
election to an office shall decide the question, except when a larger vote is
required by law, by the certificate of incorporation or by these by-laws. No
ballot shall be required for any election unless requested by a stockholder
present or represented at the meeting and entitled to vote in the election.

     2.7. Action without Meetings. Unless otherwise provided in the certificate
of incorporation, any action required or permitted to be taken by stockholders
for or in connection with any corporate action may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the corporation by
delivery to its registered office in the state of incorporation by hand or
certified or registered mail, return receipt requested, to its principal place
of business or to an officer or agent of the corporation having custody of the
book in which proceedings of meetings of stockholders are recorded. No written
consent shall be effective to take the corporate action referred to therein
unless written consents signed by a number of stockholders sufficient to take
such action are delivered to the corporation in the manner specified in this
paragraph within sixty days of the earliest dated consent so delivered.

     If action is taken by consent of stockholders and in accordance with the
foregoing, there shall be filed with the records of the meetings of stockholders
the writing or writings comprising such consent.


                                      -2-



     If action is taken by less than unanimous consent of stockholders, prompt
notice of the taking of such action without a meeting shall be given to those
who have not consented in writing and a certificate signed and attested to by
the secretary that such notice was given shall be filed with the records of the
meetings of stockholders.

     In the event that the action which is consented to is such as would have
required the filing of a certificate under any provision of the General
Corporation Law of the State of Delaware, if such action had been voted upon by
the stockholders at a meeting thereof, the certificate filed under such
provision shall state, in lieu of any statement required by such provision
concerning a vote of stockholders, that written consent has been given under
Section 228 of said General Corporation Law and that written notice has been
given as provided in such Section 228.

     2.8. Proxy Representation. Every stockholder may authorize another person
or persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether by waiving notice of any meeting, objecting to
or voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by his
attorney-in-fact. No proxy shall be voted or acted upon after three years from
its date unless such proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and, if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally. The authorization of a proxy may but need
not be limited to specified action, provided, however, that if a proxy limits
its authorization to a meeting or meetings of stockholders, unless otherwise
specifically provided such proxy shall entitle the holder thereof to vote at any
adjourned session but shall not be valid after the final adjournment thereof.

     2.9. Inspectors. The directors or the person presiding at the meeting may,
and shall if required by applicable law, appoint one or more inspectors of
election and any substitute inspectors to act at the meeting or any adjournment
thereof. Each inspector, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting, the inspectors shall make a report in
writing of any challenge, question or matter determined by them and execute a
certificate of any fact found by them.

     2.10. List of Stockholders. The secretary shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at such meeting, arranged in alphabetical order
and showing the address of each stockholder and the number of shares registered
in his name. The stock ledger shall be the only evidence as to who are
stockholders entitled to examine such list or to vote in person or by proxy at
such meeting.


                                      -3-



                          Section 3. BOARD OF DIRECTORS

     3.1. Number. The corporation shall have one or more directors, the number
shall be consistent with applicable law and shall be determined from time to
time by vote of a majority of the directors then in office. No director need be
a stockholder.

     3.2. Tenure. Each director shall hold office until the next annual meeting
and until his successor is elected and qualified, or until he sooner dies,
resigns, is removed or becomes disqualified.

     3.3. Powers. The business and affairs of the corporation shall be managed
by or under the direction of the board of directors who shall have and may
exercise all the powers of the corporation and do all such lawful acts and
things as are not by law, the certificate of incorporation or these by-laws
directed or required to be exercised or done by the stockholders.

     3.4. Vacancies. Vacancies and any newly created directorships resulting
from any increase in the number of directors may be filled by vote of the
holders of the particular class or series of stock entitled to elect such
director at a meeting called for the purpose, or by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director, in
each case elected by the particular class or series of stock entitled to elect
such directors. When one or more directors shall resign from the board,
effective at a future date, a majority of the directors then in office,
including those who have resigned, who were elected by the particular class or
series of stock entitled to elect such resigning director or directors shall
have power to fill such vacancy or vacancies, the vote or action by writing
thereon to take effect when such resignation or resignations shall become
effective. The directors shall have and may exercise all their powers
notwithstanding the existence of one or more vacancies in their number, subject
to any requirements of law or of the certificate of incorporation or of these
by-laws as to the number of directors required for a quorum or for any vote or
other actions.

     3.5. Committees. The board of directors may, by vote of a majority of the
whole board, (a) designate, change the membership of or terminate the existence
of any committee or committees, each committee to consist of one or more of the
directors; (b) designate one or more directors as alternate members of any such
committee who may replace any absent or disqualified member at any meeting of
the committee; and (c) determine the extent to which each such committee shall
have and may exercise the powers of the board of directors in the management of
the business and affairs of the corporation, including the power to authorize
the seal of the corporation to be affixed to all papers which require it and the
power and authority to declare dividends or to authorize the issuance of stock;
excepting, however, such powers which by law, by the certificate of
incorporation or by these by-laws they are prohibited from so delegating. In the
absence or disqualification of any member of such committee and his alternate,
if any, the member or members thereof present at any meeting and not
disqualified from voting, whether or not constituting a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in the
place of any such absent or disqualified member. Except as the board of
directors may otherwise determine, any committee may make rules for the conduct
of its business, but unless otherwise provided by the board or such rules, its
business shall be conducted as nearly as may be in the same manner as is
provided by these by-laws for the conduct of business by the board of directors.
Each committee shall keep regular minutes of its meetings and report the same to
the board of directors upon request.

     3.6. Regular Meetings. Regular meetings of the board of directors may be
held without call or notice at such places within or without the State of
Delaware and at such times as the board may from


                                      -4-



time to time determine, provided that notice of the first regular meeting
following any such determination shall be given to absent directors. A regular
meeting of the directors may be held without call or notice immediately after
and at the same place as the annual meeting of stockholders.

     3.7. Special Meetings. Special meetings of the board of directors may be
held at any time and at any place within or without the state of incorporation
designated in the notice of the meeting, when called by the chairman of the
board, if any, the president, or by one-third or more in number of the
directors, reasonable notice thereof being given to each director by the
secretary or by the chairman of the board, if any, the president or any one of
the directors calling the meeting.

     3.8. Notice. It shall be reasonable and sufficient notice to a director to
send notice by mail or overnight courier at least forty-eight hours or by
telegram at least twenty-four hours before the meeting addressed to him at his
usual or last known business or residence address or to give notice to him in
person or by telephone at least twenty-four hours before the meeting. Notice of
a meeting need not be given to any director if a written waiver of notice,
executed by him before or after the meeting, is filed with the records of the
meeting, or to any director who attends the meeting without protesting prior
thereto or at its commencement the lack of notice to him. Neither notice of a
meeting nor a waiver of a notice need specify the purposes of the meeting.

     3.9. Quorum. Except as may be otherwise provided by law, by the certificate
of incorporation or by these by-laws, at any meeting of the directors a majority
of the directors then in office shall constitute a quorum; a quorum shall not in
any case be less than one-third of the total number of directors constituting
the whole board. Any meeting may be adjourned from time to time by a majority of
the votes cast upon the question, whether or not a quorum is present, and the
meeting may be held as adjourned without further notice.

     3.10. Action by Vote. Except as may be otherwise provided by law, by the
certificate of incorporation or by these by-laws, when a quorum is present at
any meeting the vote of a majority of the directors present shall be the act of
the board of directors.

     3.11. Action Without a Meeting. Any action required or permitted to be
taken at any meeting of the board of directors or a committee thereof may be
taken without a meeting if all the members of the board or of such committee, as
the case may be, consent thereto in writing, and such writing or writings are
filed with the records of the meetings of the board or of such committee. Such
consent shall be treated for all purposes as the act of the board or of such
committee, as the case may be.

     3.12. Participation in Meetings by Conference Telephone. Members of the
board of directors, or any committee designated by such board, may participate
in a meeting of such board or committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other or by any other means permitted by law. Such
participation shall constitute presence in person at such meeting.

     3.13. Compensation. In the discretion of the board of directors, each
director may be paid such fees for his services as director and be reimbursed
for his reasonable expenses incurred in the performance of his duties as
director as the board of directors from time to time may determine. Nothing
contained in this section shall be construed to preclude any director from
serving the corporation in any other capacity and receiving reasonable
compensation therefor.

     3.14. Interested Directors and Officers.


                                      -5-



     (a) No contract or transaction between the corporation and one or more of
its directors or officers, or between the corporation and any other corporation,
partnership, association, or other organization in which one or more of the
corporation's directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the board or committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purpose, if:

          (1) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the board of directors
or the committee, and the board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or

          (2) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or

          (3) The contract or transaction is fair as to the corporation as of
the time it is authorized, approved or ratified, by the board of directors, a
committee thereof, or the stockholders.

     (b) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or of a committee
which authorizes the contract or transaction.

                         Section 4. OFFICERS AND AGENTS

     4.1. Enumeration; Qualification. The officers of the corporation shall be a
president, a treasurer, a secretary and such other officers, if any, as the
board of directors from time to time may in its discretion elect or appoint
including without limitation a chairman of the board, one or more vice
presidents and a controller. The corporation may also have such agents, if any,
as the board of directors from time to time may in its discretion choose. Any
officer may be but none need be a director or stockholder. Any two or more
offices may be held by the same person. Any officer may be required by the board
of directors to secure the faithful performance of his duties to the corporation
by giving bond in such amount and with sureties or otherwise as the board of
directors may determine.

     4.2. Powers. Subject to law, to the certificate of incorporation and to the
other provisions of these by-laws, each officer shall have, in addition to the
duties and powers herein set forth, such duties and powers as are commonly
incident to his office and such additional duties and powers as the board of
directors may from time to time designate.

     4.3. Election. The officers may be elected by the board of directors at
their first meeting following the annual meeting of the stockholders or at any
other time. At any time or from time to time the directors may delegate to any
officer their power to elect or appoint any other officer or any agents.

     4.4. Tenure. Each officer shall hold office until his respective successor
is chosen and qualified unless a shorter period shall have been specified by the
terms of his election or appointment, or in each case until he sooner dies,
resigns, is removed or becomes disqualified. Each agent shall retain his
authority at the pleasure of the directors, or the officer by whom he was
appointed or by the officer who then holds agent appointive power.


                                      -6-



     4.5. Chairman of the Board of Directors, President and Vice President. The
chairman of the board, if any, shall have such duties and powers as shall be
designated from time to time by the board of directors. Unless the board of
directors otherwise specifies, the chairman of the board, or if there is none
the chief executive officer, shall preside, or designate the person who shall
preside, at all meetings of the stockholders and of the board of directors.

     Unless the board of directors otherwise specifies, the president shall be
the chief executive officer and shall have direct charge of all business
operations of the corporation and, subject to the control of the directors,
shall have general charge and supervision of the business of the corporation.

     Any vice presidents shall have such duties and powers as shall be set forth
in these by-laws or as shall be designated from time to time by the board of
directors or by the president.

     4.6. Treasurer and Assistant Treasurers. Unless the board of directors
otherwise specifies, the treasurer shall be in charge of the corporation's funds
and valuable papers, and shall have such other duties and powers as may be
designated from time to time by the board of directors or by the president. If
no controller is elected, the treasurer shall, unless the board of directors
otherwise specifies, also have the duties and powers of the controller. Any
assistant treasurers shall have such duties and powers as shall be designated
from time to time by the board of directors, the president or the treasurer.

     4.7. Controller and Assistant Controllers. If a controller is elected, he
shall, unless the board of directors otherwise specifies, be in charge of its
books of account and accounting records, and of its accounting procedures. He
shall have such other duties and powers as may be designated from time to time
by the board of directors, the president or the treasurer. Any assistant
controller shall have such duties and powers as shall be designated from time to
time by the board of directors, the president, the treasurer or the controller.

     4.8. Secretary and Assistant Secretaries. The secretary shall record all
proceedings of the stockholders, of the board of directors and of committees of
the board of directors in a book or series of books to be kept therefor and
shall file therein all actions by written consent of stockholders or directors.
In the absence of the secretary from any meeting, an assistant secretary, or if
there be none or he is absent, a temporary secretary chosen at the meeting,
shall record the proceedings thereof. Unless a transfer agent has been appointed
the secretary shall keep or cause to be kept the stock and transfer records of
the corporation, which shall contain the names and record addresses of all
stockholders and the number of shares registered in the name of each
stockholder. He shall have such other duties and powers as may from time to time
be designated by the board of directors or the president. Any assistant
secretaries shall have such duties and powers as shall be designated from time
to time by the board of directors, the president or the secretary.


                                      -7-



                      Section 5. RESIGNATIONS AND REMOVALS

     5.1. Any director or officer may resign at any time by delivering his
resignation in writing to the chairman of the board, if any, the president, or
the secretary or to a meeting of the board of directors. Such resignation shall
be effective upon receipt unless specified to be effective at some other time,
and without in either case the necessity of its being accepted unless the
resignation shall so state. A director (including persons elected by
stockholders or directors to fill vacancies in the board) may be removed from
office with or without cause by the vote of the holders of a majority of the
issued and outstanding shares of the particular class or series entitled to vote
in the election of such director. The board of directors may at any time remove
any officer either with or without cause. The board of directors may at any time
terminate or modify the authority of any agent.

                              Section 6. VACANCIES

     6.1. If the office of the president or the treasurer or the secretary
becomes vacant, the directors may elect a successor by vote of a majority of the
directors then in office. If the office of any other officer becomes vacant, any
person or body empowered to elect or appoint that officer may choose a
successor. Each such successor shall hold office for the unexpired term, and in
the case of the president, the treasurer and the secretary until his successor
is chosen and qualified or in each case until he sooner dies, resigns, is
removed or becomes disqualified. Any vacancy of a directorship shall be filled
as specified in Section 3.4 of these by-laws.

                            Section 7. CAPITAL STOCK

     7.1. Stock Certificates. Each stockholder shall be entitled to a
certificate stating the number and the class and the designation of the series,
if any, of the shares held by him, in such form as shall, in conformity to law,
the certificate of incorporation and the by-laws, be prescribed from time to
time by the board of directors. Such certificate shall be signed by the chairman
or vice chairman of the board, or the president or a vice president and by the
treasurer or an assistant treasurer or by the secretary or an assistant
secretary. Any of or all the signatures on the certificate may be a facsimile.
In case an officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed on such certificate shall have ceased to be
such officer, transfer agent, or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such
officer, transfer agent, or registrar at the time of its issue.

     7.2. Loss of Certificates. In the case of the alleged theft, loss,
destruction or mutilation of a certificate of stock, a duplicate certificate may
be issued in place thereof, upon such terms, including receipt of a bond
sufficient to indemnify the corporation against any claim on account thereof, as
the board of directors may prescribe.

                     Section 8. TRANSFER OF SHARES OF STOCK

     8.1. Transfer on Books. Subject to the restrictions, if any, stated or
noted on the stock certificate, shares of stock may be transferred on the books
of the corporation by the surrender to the corporation or its transfer agent of
the certificate therefor properly endorsed or accompanied by a written
assignment and power of attorney properly executed, with necessary transfer
stamps affixed, and with such proof of the authenticity of signature as the
board of directors or the transfer agent of the corporation may reasonably
require. Except as may be otherwise required by law, by the certificate of


                                      -8-



incorporation or by these by-laws, the corporation shall be entitled to treat
the record holder of stock as shown on its books as the owner of such stock for
all purposes, including the payment of dividends and the right to receive notice
and to vote or to give any consent with respect thereto and to be held liable
for such calls and assessments, if any, as may lawfully be made thereon,
regardless of any transfer, pledge or other disposition of such stock until the
shares have been properly transferred on the books of the corporation.

     It shall be the duty of each stockholder to notify the corporation of his
post office address.

     8.2. Record Date. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the board of directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the board of directors, and which record date shall
not be more than sixty nor less than ten days before the date of such meeting.
If no such record date is fixed by the board of directors, the record date for
determining the stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the board of directors may fix a new record date for the adjourned meeting.

     In order that the corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the board of directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the board of directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the board of directors. If no
such record date has been fixed by the board of directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the board of directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation by delivery to its registered office in the state of incorporation
hand or certified or registered mail, return receipt requested, to its principal
place of business or to an officer or agent of the corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. If no
record date has been fixed by the board of directors and prior action by the
board of directors is required by applicable law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
board of directors adopts the resolution taking such prior action.

     In order that the corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or to exercise any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the board of directors may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be not
more than sixty days prior to such payment, exercise or other action. If no such
record date is fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.

                            Section 9. CORPORATE SEAL


                                      -9-



     9.1. Subject to alteration by the directors, the seal of the corporation
shall consist of a flat-faced circular die with the word "Delaware" and the name
of the corporation cut or engraved thereon, together with such other words,
dates or images as may be approved from time to time by the directors.

                         Section 10. EXECUTION OF PAPERS

     10.1. Except as the board of directors may generally or in particular cases
authorize the execution thereof in some other manner, all deeds, leases,
transfers, contracts, bonds, notes, checks, drafts or other obligations made,
accepted or endorsed by the corporation shall be signed by the chairman of the
board, if any, the president, a vice president or the treasurer.

                             Section 11. FISCAL YEAR

     11.1. The fiscal year of the corporation shall end on the 31st of December.

                             Section 12. AMENDMENTS

     12.1. These by-laws may be adopted, amended or repealed by vote of a
majority of the directors then in office or by vote of a majority of the stock
outstanding and entitled to vote. Any by-law, whether adopted, amended or
repealed by the stockholders or directors, may be amended or reinstated by the
stockholders or the directors.


                                      -10-

EX-3.98

                                                                    Exhibit 3.98

                            ARTICLES OF INCORPORATION

                                       OF

                           GOLD CROSS AMBULANCE, INC.

HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MISSOURI 65401

     The undersigned natural person of more than twenty-one years of, age, for
the purpose of forming a corporation under the General and Business Corporation
Law of Missouri, adopts the following Articles of Incorporation:

                                  ARTICLE ONE

     The name of the corporation is Gold Cross Ambulance, Inc.

                                  ARTICLE TWO

     The address of the corporation's initial registered office in this State
is: 1507 South Noland Road, Independence, Missouri 64055; and the name of its
initial registered agent at such address is: Norman Humphrey Jr.

                                 ARTICLE THREE

     The aggregate number, class and par value of shares which the corporation
shall have authority to issue shall be Ten Thousand (10,000) shares of stock,
each and every share to be of a par value of Ten Dollars ($10.00); all shares to
be of one and the same class, with the same rights and privileges and shall have
full voting rights.

                                  ARTICLE FOUR

     Shareholders shall be denied pre-emptive rights to acquire additional
shares.

                                  ARTICLE FIVE

     The name and address of the sole incorporator is as follows: Norman
Humphrey Jr., 1507 South Noland Road, Independence, Missouri 64055.



                                   ARTICLE SIX

     The number of directors to constitute the Board of Directors is two (2).
Thereafter, the number of directors shall be fixed by or in the manner provided
in the By-Laws of the corporation, and any changes in the Board of Directors
shall be reported to the Secretary of State within thirty (30) calendar days of
such change.

     The persons to constitute the first Board of Directors are:

                                  Larry Parish
                                  Gloria Parish

                                  ARTICLE SEVEN

     The duration of the corporation is perpetual.

                                  ARTICLE EIGHT

     The corporation is formed for the following purposes:

          1. To own, conduct, operate, maintain and carry on the business of an
ambulance service, to provide emergency medical care, to deal in the sale and
rental of sickroom equipment and medical supplies, and to do all acts incident
to the said business.

          2. To engage in, conduct and carry on in all its various branches and
details, the business of importing, exporting, trading, exchanging, handling,
negotiating, bartering, bargaining, buying, selling, marketing, distributing,
and generally without limit to deal and traffic in all kinds of goods, wares,
and merchandise and to exercise in respect thereto all the rights, powers and
privileges of owner, broker, agent, sub-agent, or consignee, and to do all
lawful things necessary, expedient, or convenient to be done in connection
therewith or in aid thereof.

          3. To buy, sell, deal in, lease, operate, hold or; improve, and own
real estate, and the fixtures and personal property incidental thereto or
connected therewith, and with that end in view, to acquire by purchase, lease,
hire; or otherwise, lands, tenements, hereditaments, or interests therein, and
to improve the same, and generally to hold; manage, deal with, and improve the
property of the company and to sell, lease, mortgage, pledge or otherwise
dispose of the lands, tenements, and hereditaments and other property of the
company

          4. To acquire and take over any business or undertaking carried on,
upon, or in connection with any land or buildings which the company may desire
to acquire as aforesaid, or become interested in, and the whole or any of the
assets and liabilities of such undertaking, and to carry on the same, or to
dispose of, remove, or put an end thereto, or otherwise deal with the same as
may be expedient.

          5. To borrow money for its corporate purposes; to make and issue
bonds, debentures, promissory notes, shares of its capital stock and other
obligations, or either or any thereof, as evidence of its indebtedness so
created, or in payment for property, real, mixed or



personal, purchased or acquired by it, for services rendered, labor done, or for
any lawful purpose or object in and about its business; to negotiate and sell
its certificates and to contract for the payment of moneys in the future for
such consideration to this corporation and such terms and conditions as in the
judgment of its Board of Directors may be expedient and for the best interests
of this corporation and its stockholders, and to mortgage, pledge, transfer in
trust, hypothecate, or to otherwise encumber or impose charges or liens upon all
or any of its property, real, personal, or mixed, wheresoever situate, to secure
any bonds, debentures, promissory notes, certificates, or contracts, and any
other obligations made, issued or incurred by it, whether as principal or as
such surety or guarantor aforesaid, or both.

          6. To purchase, hold and sell and transfer the shares of its own
capital stock; to retire or redeem the shares of its own capital stock; provided
it shall not use its funds or property for the purchase, retirement, or
redemption of its own shares of capital stock when such use would cause any
impairment of its capital other than reduction thereof and provided further that
shares of its own capital stock belonging to it shall not be voted either
directly or indirectly.

          7. To have one or more offices within as well as without the State of
Missouri, and in addition to the business, objects and purposes herein stated,
to do anything necessary, suitable, useful, expedient, or convenient for the
carrying on of any of said businesses; for the accomplishment of any object or
purpose; or the exercise of any power herein set forth, or which at any time
shall appear to be beneficial to the corporation in connection therewith; and to
do any and all of the things herein set forth, and which at any time shall
appear to be beneficial, either alone or jointly with others, and to the same
extent and as fully as a natural person might or could do in the State of
Missouri or elsewhere:

          (i) In general, to carry on any other business in connection with the
foregoing and to have and exercise all the powers conferred by the laws of
Missouri upon corporations formed under the General and Business Corporation
Laws of the State of Missouri; and to do any and all of the things hereinbefore
set forth, to the same extent as natural persons might or could do;

          (ii) The several clauses contained in this statement of purpose shall
be construed both as purposes and powers, and the statements contained in each
clause shall, except where otherwise expressed, be no wise limited or restricted
by reference to or inference from the terms of any other clause or clauses, but
shall be regarded as independent purposes and powers; the business or purposes
of this corporation are from time to time to do any one or more of the acts and
things herein set forth, and it is hereby expressly provided that the
enumeration of specific purposes and powers shall not be held to limit or
restrict in any manner the purposes or powers of this corporation.

     IN WITNESS WHEREOF, these Articles of. Incorporation have been signed this
28th day of December, 1976.


                                        /s/ Norman Humphrey Jr.
                                        ----------------------------------------
                                        Norman Humphrey Jr.



STATE OF MISSOURI   )
                       ss
COUNTY OF JACKSON   )

     I, the undersigned, a Notary Public, do hereby certify that on the 28th day
of December, 1976, personally appeared before me Normam Humphrey Jr., who being
first duly by me, declared that he is the person who signed the foregoing
documents as incorporator, and that the statements therein contained are true.


                                        /s/ Rebecca L. Harz
                                        ----------------------------------------
                                        Notary Public

My Commission Expires:
May 6, 1977



                                STATE OF MISSOURI

                     James C. Kirpatrick, Secretary of State

                              Corporation Division

          Statement of Change of Registered Agent or Registered Office
                       by Foreign or Domestic Corporations

                                  INSTRUCTIONS

          There is no fee for filing this statement. It must be filed in
TRIPLICATE (all copies signed and notarized).

          The statement should be sealed with the corporate seal. If it does not
have a seal, write "no seal" where the seal would otherwise appear.

          The registered office may be, but need not be, the same as the place
of business of the corporation, but the registered office and the business
address of the agent must be the same. The corporation cannot act as its own
registered agent.

          Any subsequent change in the registered office or agent must be
immediately reported to the Secretary of State. These forms are available upon
request from the Office of the Secretary of State.

To SECRETARY OF STATE

     Jefferson City, Missouri                                 Charter No. 188426

     The undersigned corporation, organized and existing under the laws of the
State of Missouri for the purpose of changing its registered agent or its
registered office, or both, in Missouri as provided by the provisions of "The
General and Business Corporation Act of Missouri," represents that:

     1. The name of the corporation is Gold Cross Ambulance, Inc.

     2. The name of its PRESENT registered agent (before change) is Norman
Humphrey Jr.

     3. The name of the new registered agent is Norman Humphrey Jr.

     4. The address, including street number, if any, of its PRESENT registered
office (before change) is 1507 S. Noland Road, Independence, MO 64055

     5. Its registered office (including street number, if any change is to be
made) is hereby CHANGED TO 123 West Kansas, Independence, MO 64050

     6. The address of its registered office and the address of the business
office of its registered agent, as changed, will be identical.



     7. Such change was authorized by resolution duly adopted by the board of
directors.

     IN WITNESS WHEREOF, the undersigned corporation has caused this report to
be executed in its name by its PRESIDENT OR VICE-PRESIDENT. attested by its
SECRETARY; OR ASSISTANT SECRETARY this 19 day of June A.D. 1981.


                                        GOLD CROSS AMBULANCE INC.
                                        ----------------------------------------
                                        NAME OF CORPORATION


                                        By /s/ David Hanaway
                                           -------------------------------------
                                           PRESIDENT OR VICE-PRESIDENT

(Corporate Seal)

Attest:


/s/ X
- ------------------------------------
SECRETARY OR ASSISTANT SECRETARY

STATE OF MISSOURI   )
                    )   ss.
COUNTY OF JACKSON   )

     I, Frances Heman, a Notary Public, do hereby certify that on the 19th day
of June A.D. 1981 personally appeared before me David S. Hanaway who declares he
is a President or Vice-President of the corporation, executing the foregoing
document, and being first duly sworn, acknowledged that he signed the foregoing
document in the capacity therein set forth and declared that the statements
therein contained are true.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.

(Notary Seal)


                                        /s/ Frances Heman
                                        ----------------------------------------
                                        NOTARY PUBLIC

                                        My term expires 10-1-84



                                STATE OF MISSOURI

                     James C. Kirpatrick, Secretary of State

                              Corporation Division

                      APPLICATION FOR RESCINDING FORFEITURE

HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO. 65101

     WHEREAS, the charter of Gold Cross Ambulance, Inc., a corporation organized
or qualified under the laws of Missouri on the 30th day of December, 1976, as
forfeited on the 1st day of January, 1981 under the provisions of the General
Business laws of Missouri, the undersigned, the last Secretary/(President, Vice
President, Secretary or Treasurer), Treasurer hereby requests that such
forfeiture be rescinded and herewith submits the following affidavit, a fee of
($50.00 minimum), $50.00 and such reports or documentation as may be required by
the office of the Secretary of State to rescind the forfeiture pursuant to
Section 351.540 RSMo 1969.

                                    AFFIDAVIT

STATE OF MISSOURI   )
                    )   ss.
COUNTY OF JACKSON   )

     Mary H. Berkowitz, on his oath, first being duly sworn, states that he is
the last Secretary/Treasurer (President, Vice President, Secretary or Treasurer)
of Gold Cross Ambulance, Inc., a Missouri corporation; that he is acting as one
of and on behalf of the statutory trustees, that the trustees have caused the
correction of the condition or conditions giving rise to the forfeiture; that
said corporation has not evaded or attempted to evade service of process issued
from any court of this State; that it has not attempted to conceal from the
general public the location of its principal place of business in this State,
nor the address of its President or Secretary, so that the ordinary process of
law could not be served upon it; that is has paid to the Missouri Department of
Revenue all state taxes which it may owe.


                                        /s/ Mary H. Berkowitz
                                        ----------------------------------------
                                        (The last President, Vice President,
                                        Secretary or Treasurer)
                                        Mary H. Berkowitz

Subscribed and sworn to before me this 17th day of August, 1981

     My Commission expires January 8, 1984.


                                        /s/ Susan J. Wayman
                                        ----------------------------------------
                                        (Notary Public)



                                STATE OF MISSOURI

                    JAMES C. KIRKPATRICK, Secretary of State

                              CORPORATION DIVISION

                      APPLICATION FOR RESCINDING FORFEITURE

HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
P.O. BOX 778
JEFFERSON CITY, MO. 65102

     WHEREAS, the charter of Gold Cross Ambulance, Inc., a corporation organized
or qualified under the laws of Missouri on the 30th day of December, 1976, was
forfeited on the 1st day of January, 1986 under the provisions of the General
Business laws of Missouri, the undersigned, the last Secretary/Treasurer
(President, Vice President, Secretary or Treasurer), hereby requests that such
forfeiture be rescinded and herewith submits the following affidavit, a fee of
$50.00 ($50.00 minimum), and such reports or documentation as may be required by
the office of the Secretary of State to rescind the forfeiture pursuant to
Section 351.540 RSMo 1978.



                                    AFFIDAVIT

STATE OF MISSOURI   )
                    )   ss.
COUNTY OF JACKSON   )

     Mary H. Berkowitz, on his oath, first being duly sworn, states that he is
the last Secretary/Treasurer (President, Vice President, Secretary or Treasurer)
of Gold Cross Ambulance, Inc., a Missouri corporation; that he is acting as one
of and on behalf of the statutory trustees, that the trustees have caused the
correction of the condition or conditions giving rise to the forfeiture; that
said corporation has not evaded or attempted to evade service of process issued
from any court of this State; that it has not attempted to conceal from the
general public the location of its principal place of business in this State,
nor the address of its President or Secretary, so that the ordinary process of
law could not be served upon it; that is has paid to the Missouri Department of
Revenue all state taxes which it may owe.


                                        /s/ Mary H. Berkowitz
                                        ----------------------------------------
                                        (The last President, Vice President,
                                        Secretary or Treasurer)

Subscribed and sworn to before me this 6th day of May, 1986

Commission expires March 6, 1989.


                                        /s/ Debra J. Kolb
                                        ----------------------------------------
                                        (Notary Public)



                                STATE OF MISSOURI

                     Judith K. Moriarty, Secretary of State
                     P.O. Box 778, Jefferson City, MO 65102

                              Corporation Division

                                 ARTICLE MERGER
                         (To be submitted in duplicate)

     Pursuant to the provisions of The General and Business Corporation Law of
Missouri, the undersigned corporations certify the following:

(1)  That Gold Cross Ambulance, Inc. of Missouri.

(2)  That GCA Acquisition, Inc. of Missouri.

(3)  That (None)

     are hereby merged and that the above named Gold Cross Ambulance, Inc. is
     the surviving corporation.

(4)  That the Board of Directors of Gold Cross Ambulance, Inc. (Name of
     Corporation), met on November 2, 1994 and by resolution adopted by written
     consent of the sole director approved the Plan of Merger set forth in these
     articles.

(5)  That the Board of Directors of GCA Acquisition, Inc. (Name of Corporation)
     met on November 1, 1994 and by resolution adopted by written consent of the
     sole director approved the Plan of Merger set forth in these articles.

(6)  That the Board of Directors (None) (Name of Corporation) met on
     ____________ and by resolution adopted by a majority vote of the members of
     such board approved the Plan of Merger set forth in these articles.

(7)  The Plan of Merger thereafter was approved by written consent of sole
     shareholder Gold Cross Ambulance, Inc. dated November 1994 at 1006 Grand
     Ave. Kansas City, MO and at such meeting there were 502 shares entitled to
     vote and 502 voted in favor and 0 voted against said plan.

(8)  The Plan of Merger thereafter was approved by written consent of the
     shareholder GCA Acquisition, Inc. held on November 1, 1994 at 67
     Batterymarch St., Boston, MA and 100 shares entitled to vote and 100 voted
     in favor and 0 voted against said plan.

(9)  The Plan of Merger thereafter was submitted to a vote at the special
     meeting of the shareholders of None held on ______________ at _____________
     and at such meeting there were ____________ shares entitled to vote and
     _________ voted in favor and ___________ voted against said plan.



(10) PLAN OF MERGER

     1.   Gold Cross Ambulance, Inc. of Missouri is the survivor.

     2.   All of the property, rights, privileges, leases and parents of the GCA
          Acquisition, Inc. Corporation and (None) Corporation are to be
          transferred to and become the property of Gold Cross Ambulance, Inc.,
          the survivor. The officers and board of directors of the above named
          corporations are authorized to execute all deeds, assignments. and
          documents of every nature which may be needed to effectuate a full and
          complete transfer of ownership.

     3.   The officers and board of directors of Gold Cross Ambulance, Inc.
          shall continue in office until their successors are duly elected and
          qualified under the provisions of the by-laws of the surviving
          corporation.

     4.   The outstanding shares of GCA Acquisition, Inc. shall be exchanged for
          shares of Gold Cross Ambulance, Inc. on the following basis:

          100 shares $.01 par value for 100 shares $10.00 par value of the
          Surviving Corporation.

     5.   The outstanding shares of (None) shall be exchanged for shares of
          __________ on the following basis:

     6.   The articles of incorporation on of the survivor are not amended as
          follows:

IN WITNESS WHEREOF, these Articles of Merger have been executed in duplicate by
the aforementioned corporations as of the day and year hereafter acknowledged.

CORPORATE SEAL                             Gold Cross Ambulance, Inc.


                                           By /s/ Michael C. Willig, President
                                              ----------------------------------
                                              (Its President and Vice President)

ATTEST:


By: /s/ X
    ------------------------------------
    Its Secretary or Assistant Secretary



CORPORATE SEAL                             GCA Acquisition, Inc.


                                           By /s/ Michael J. McClymont
                                              ----------------------------------
                                              (Its President or Vice President)

ATTEST:


By: /s/ Thomas L. Little
    ------------------------------------
    Its Secretary or Assistant Secretary

         CORPORATE SEAL
                                           -------------------------------------
                                           (Name of Corporation)


                                           By
                                              ----------------------------------
                                              (Its President or Vice President)

ATTEST:


By
   -------------------------------------
   Its Secretary or Assistant Secretary

State of Missouri   )
                    )   ss.
County Of Jackson   )

     I, Nancy P. Dickinson, a Notary Public, do hereby certify that on the 2nd
day of November, 1994, personally appeared before me Michael C. Willig who being
by me first duly sworn, declared that he is the President of Gold Cross
Ambulance, Inc. that he signed the foregoing documents as President of the
corporation, and that the statements therein contained are true.

(Notarial Seal)


                                           /s/ Nancy P. Dickinson
                                           -------------------------------------
                                           Notary Public

                                           My commission expires _______________



State Of Missouri   )
                    )   ss.
County Of Jackson   )

     I, Nancy P. Dickinson, a Notary Public, do hereby certify that on the 2nd
day of November, 1994, personally appeared before me Michael J. McClymont who
being by me first duly sworn, declared that he is the Vice-President of GCA
Acquisition, Inc. that he signed the foregoing documents as __________ of the
corporation, and that the statements therein contained are true.

(NotarIAL Seal)


                                           /s/ Nancy P. Dickinson
                                           -------------------------------------
                                           Notary Public

                                           My commission expires _______________



State of _________________ )
                           )  ss.
County of ________________ )

     I, ____________________________________________________________________, a
Notary Public, do hereby certify that on the _________________________________
day of __________________, 19__, personally appeared before me _________________
__________________________________________________________ who being by me first
duly sworn, declared that he is the _____________________________ of
____________________________________________ that he signed the foregoing
documents as _____________________________________ of the corporation, and that
the statements therein contained are true.

(Notarial Seal)


                                           -------------------------------------
                                           Notary Public

                                           My commission expires _______________

The Secretary of State's Office makes every effort to provide program
accessibility to all citizens without regard to disability. If you desire this
publication in alternate form because of a disability, please contact the
Director of Publications, P.O. Box 778, Jefferson City, Mo. 65102; phone (314)
751-1814. Hearing-impaired citizens may contact the Director by phone through
Missouri Relay (800-735-2966). The Corporations Division also maintains a
Telecommunications Device for the Deaf (TDD) at (314) 526-3599.



                                STATE OF MISSOURI

                   Rebecca McDowell, Cook, Secretary of State
                     P.O. Box 778, Jefferson City, Mo. 65102

                              Corporation Division

                     Amendment of Articles of Incorporation
                         (To be submitted in duplicate)

     Pursuant to the provisions of The General and Business Corporation Law of
Missouri, the undersigned Corporation certifies the following:

1.   The present name of the Corporation is Gold Cross Ambulance, Inc. The name
     under which it was originally organized was Gold Cross Ambulance, Inc.

2.   An amendment to the Corporation's Articles of Incorporation was adopted by
     the shareholders on March 1, 1995.

3.   Article Number One is amended to read as follows:

     THE NAME OF THE CORPORATION IS MEDEVAC MEDICAL RESPONSE, INC.

           (If more than one article is to be amended or more space is
                            needed attach fly sheet.)



4.   Of the 100 shares outstanding, 100 of such shares were entitled to vote on
     such amendment.

     The number of outstanding shares of any class entitled to vote thereon as a
class were as follows:



Class    Number of Outstanding Shares
- -----    ----------------------------
      
Common                100


5.   The number of shares voted for and against the amendment was as follows:



Class    Number of Outstanding Shares   No Voted Against
- -----    ----------------------------   ----------------
                                  
Common                100                       0


6.   If the amendment changed the number or par value of authorized shares
     having a par value, the amount in dollars of authorized shares having a par
     value as changed is:

7.   If the amendment changed the number of authorized shares without par value,
     the authorized number of shares without par value as changed and the
     consideration proposed to be received for such increased authorized shares
     without par value as are to be presently issued are:

     If the amendment provides for an exchange, reclassification, or
     cancellation of issued shares, or a reduction of the number of authorized
     shares of any class below the number of issued shares of that class, the
     following is a statement of the manner in which such reduction shall be
     effected:

IN WITNESS WHEREOF, the undersigned, Thomas L. Little, President has executed
this instrument and its Secretary, Robert E. Duncan II has affixed its corporate
seal hereto and attested said seal on the 1st day of March, 1995.

           Place
      CORPORATE SEAL
           Here
(If no seal, state "None")


                                           Gold Cross Ambulance, Inc.
                                           Name of Corporation

ATTEST:


/s/ Robert E. Duncan II                    By /s/ Thomas L. Little
- ----------------------------------------      ----------------------------------
Its Secretary or Assistant Secretary          President or Vice President



STATE OF KANSAS     )
                    )   ss.
COUNTY OF SHAWNEE   )

     I, Kerry E. Butterfield, a Notary Public, do hereby certify that on the 1st
day of March, 1995, personally appeared before me Thomas L. Little who, being by
me first duly sworn, declared that he is the President of Gold Cross Ambulance,
Inc. that he signed the foregoing documents as President of the corporation, and
that the statements therein contained are true.

(Notarial Seal)


                                           /s/ Kerry E. Butterfield
                                           -------------------------------------
                                           Notary Public

                                           My commission expires 9-12-98



                                STATE OF MISSOURI

                   Rebecca McDowell, Cook, Secretary of State
                     P.O. Box 778, Jefferson City, Mo. 65102

                              Corporation Division

                     Statement of Change of Registered Agent
                              or Registered Office

                                  INSTRUCTIONS

1.   The filing fee for this change is $10.00. Change must be filed in
     DUPLICATE.

2.   P.O. Box may only be used in conjunction with Street, Route or Highway.

3.   Agent and address must be in the State of Missouri.

4.   If a corporation, officers (president or vice president and secretary or
     assistant secretary) must sign, and president's or vice president's
     signature must be notarized.

5.   If limited partnership, general partner must sign and have their signature
     notarized.

                                                            Charter No. 00188426

The undersigned corporation or limited partnership, organized and existing under
the laws of the State of Missouri for the purpose of changing its registered
agent "The General and Business Corporation Act of Missouri," or the "Missouri
Uniform Limited Partnership Law," represents that:

(1)  The name of the corporation/ltd. partnership is: Medevac Medical Response,
     Inc.

(2)  The name of its registered agent before this change is: C. Robert Buckley

(3)  The name of the new registered agent is: Busch Registered Agent, Inc.

(4)  The address, including street number, if any, of its registered office
     before this change is: 311 West Kansas, Independence, MO 64050

(5)  Its registered office (including street number, if any change is to be
     made) is hereby CHANGED TO: 235 East High, Suite 300, Jefferson City, MO
     65101

(6)  The address of its registered office and the address of the business office
     of its registered agent, as changed will be identical.

(7)  Such change was authorized by resolution duly adopted by the board of
     directors of the corporation or by the limited partnership.



IN WITNESS WHEREOF, the undersigned corporation or limited partnership has
caused this report to be executed in its name by its President or Vice President
of the corporation, or General Partner of the limited partnership, and attested
to by the assistant secretary if a corporation on the 31st day of July, 1995.

                                           Medevac Medical Response, Inc.
                                           Name of corporation or limited
                                           partnership

(CORPORATE SEAL)
If no seal, state "none"


                                           By /s/ Thomas L. Little
                                              ----------------------------------
                                              President or Vice President of
                                              corporation
                                                           or
                                              General Partner of limited
                                              partnership

Attest:


/s/ Robert E. Duncan II
- ----------------------------------------
Secretary or Assistant Secretary
of corporation

State Of Kansas     )
                    )   ss.
County Of Shawnee   )

     I, Kerry E. Butterfield, a Notary Public, do hereby certify that on the
31st day of July, 1995, personally appeared before me Thomas L. Little who
declares he/she is the President or Vice President of the corporation, or a
General Partner of the limited partnership, executing the foregoing documents,
and being first duly sworn, acknowledged he/she signed the foregoing document in
the capacity therein set forth and declared that the statements therein
contained are true.



     IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.

(Notarial Seal)

                                           /s/ Kerry E. Butterfield
                                           -------------------------------------
                                           Notary Public

                                           My commission expires 9-12-98



                                STATE OF MISSOURI

                   Rebecca McDowell, Cook, Secretary of State
                     P.O. Box 778, Jefferson City, MO 65102

                              Corporation Division

                     Statement of Change of Registered Agent
                              or Registered Office

                                  INSTRUCTIONS

1.   The filing fee for this change is $10.00. Change must be filed in
     DUPLICATE.

2.   P.O. Box may only be used in conjunction with Street, Route or Highway.

3.   Agent and address must be in the State of Missouri.

4.   If a corporation, officers (president or vice president and secretary or
     assistant secretary) must sign, and president's or vice president's
     signature must be notarized.

5.   If limited partnership, general partner must sign and have their signature
     notarized.

                                                            Charter No. 00188426

The undersigned corporation or limited partnership, organized and existing under
the laws of the State of Missouri for the purpose of changing its registered
agent "The General and Business Corporation Act of Missouri," or the "Missouri
Uniform Limited Partnership," represents that:

(1)  The name of the corporation/ltd. partnership is: Medevac Medical Response,
     Inc.

(2)  The name of its registered agent before this change is: Husch Registered
     Agent, Inc.

(3)  The name of the new registered agent is: SNR Registered Agent Services,
     Inc.

(4)  The address, including street number, if any, of its registered office
     before this change is: 235 East High, Suite 300, Jefferson City, Missouri
     65101

(5)  Its registered office (including street number, if any change is to be
     made) is hereby CHANGED TO: 4520 Main, Suite 1100, Kansas City, Missouri
     64111

(6)  The address of its registered office and the address of the business office
     of its registered agent, as changed will be identical.

(7)  Such change was authorized by resolution duly adopted by the board of
     directors of the corporation or by the limited partnership.



IN WITNESS WHEREOF, the undersigned corporation or limited partnership has
caused this report to be executed in its name by its President or Vice President
of the corporation, or General Partner of the limited partnership, and attested
to by the assistant secretary if a corporation on the _________ day of
___________, 19__

                                           Medevac Medical Response, Inc.
                                           Name of corporation or limited
                                           partnership

(CORPORATE SEAL)
If no seal, state "none"


                                           By /s/ David Bingaman
                                              ----------------------------------
                                              President or Vice President of
                                              corporation
                                                           or
                                              General Partner of limited
                                              partnership

Attest:


/s/ Tom C. Nelson
- -------------------------------------
Secretary or Assistant Secretary
of corporation

STATE OF Colorado    )
                     )   ss.
COUNTY OF Arapahoe   )

     I, Michelle B. Pate, a Notary Public, do hereby certify that on the 30 day
of September, 1996, personally appeared before me David A. Bingaman who declares
he/she is the President or Vice President of the corporation, or a General
Partner of the limited partnership, executing the foregoing documents, and being
first duly sworn, acknowledged he/she signed the foregoing document in the
capacity therein set forth and declared that the statements therein contained
are true.

         IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and
year before written.


(Notarial Seal)                            /s/ Michelle B. Pate
                                           -------------------------------------
                                           Notary Public

                                           My commission expires 7-21-97



                                STATE OF MISSOURI

                    Rebecca McDowel, Cook, Secretary of State
                     P.O. Box 778, Jefferson City, Mo. 65102

                              Corporation Division

                     Statement of Change of Registered Agent
                              or Registered Office

                                  INSTRUCTIONS

1.   The filing fee for this change is $10.00. Change must be filed in
     DUPLICATE.

2.   P.O. Box may only be used in conjunction with Street, Route or Highway.

3.   Agent and address must be in the State of Missouri.

4.   If a corporation, officers (president or vice president and secretary or
     assistant secretary) must sign, and president's or vice president's
     signature must be notarized.

5.   If limited partnership, general partner must signed and have their
     signature notarized.

                                                            Charter No. 00188426

The undersigned corporation or limited partnership, organized and existing under
the laws of the State of Missouri for the purpose of changing its registered
agent "The General and Business Corporation Act of Missouri," or the "Missouri
Uniform Limited Partnership Law," represents that:

(1)  The name of the corporation/ltd. partnership is: Medevac Medical Response,
     Inc.

(2)  The name of its registered agent before this change is: SNR Registered
     Agent Services

(3)  The name of the new registered agent is: THE CORPORATION COMPANY

(4)  The address, including street number, if any, of its registered office
     before this change is: 4520 Main, Suite 1100, Kansas City, MO 64111

(5)  Its registered office (including street number, if any change is to be
     made) is hereby CHANGED TO: 7733 Forsyth Blvd., Clayton, Missouri 63105

(6)  The address of its registered office and the address of the business office
     of its registered agent, as changed will be identical.

(7)  Such change was authorized by resolution duly adopted by the board of
     directors of. the corporation or by the limited partnership.



IN WITNESS WHEREOF, the undersigned corporation or limited partnership has
caused this report to be executed in its name by its President or Vice President
of the corporation, or General Partner of the limited partnership, and attested
to by the assistant secretary if a corporation on the 13 day of March, 1997.

                                           Medevac Medical Response, Inc.
                                           Name of corporation or limited
                                           partnership

(CORPORATE SEAL)
If no seal, state "none"


                                           By /s/ William George
                                              ----------------------------------
                                              President or Vice President of
                                              corporation
                                                           or
                                              General Partner of limited
                                              partnership William George,
                                              Vice President

Attest:


/s/ David C. Colby,
- ----------------------------------------
Secretary or Assistant Secretary
of corporation

David C. Colby, Assistant Secretary

State Of Colorado    )
                     )   ss.
County Of Arapahoe   )

     I, Sheri Kilgore, a Notary Public, do hereby certify that on the 13 day of
March, 1997, personally appeared before me William George who declares he/she is
the President or Vice President of the corporation, or a General Partner of the
limited partnership, executing the foregoing documents and being first duly
sworn, acknowledged he or she signed the foregoing document in the capacity
therein set forth and declared that the statements therein contained are true.



     IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.

(Notary Seal)


                                           /s/ Sheri Kilgore
                                           -------------------------------------
                                           Notary Public

                                           My commission expires 4-2-2000



                                STATE OF MISSOURI

                    Rebecca McDowell Cook, Secretary of State
                     P.O. Box 778, Jefferson City, Mo. 65102

                              Corporation Division

                     Statement of Change of Business Office
                              of a Registered Agent

                                  Instructions

1.   The filing fee for this change is $10.00. Change must be filed in
     DUPLICATE.

2.   P.O. Box may only be used in conjunction with Street, Route or Highway.

3.   Agent and address must be in the State of Missouri.

4.   The corporation or limited partnership cannot act as its own registered
     agent. The registered agent should sign in his individual name, unless the
     registered agent is a corporation, in which case the execution should be by
     proper officers.

                                                            Charter No. 00188426

The undersigned registered agent, for the purpose of changing its business
office in Missouri as provided b y the provisions of "The General and Business
Corporation Act in Missouri," or the "Missouri Uniform Limited Partnership Law,"
represents that:

1.   The name of the corporation/limited. partnership is MEDEVAC MEDICAL
     RESPONSE, INC.

2.   The name of this registered agent before this change is: The Corporation
     Company

3.   The address, including street number, if any, of the present business
     office of the registered agent is 7733 Forsyth Blvd., Clayton, Missouri
     63105

4.   The address, including street number, if any, of the business office of the
     registered agent is hereby changed to 120 Central Avenue, Clayton, Missouri
     63105.

5.   Notice in writing of the change has been mailed by the registered agent to
     the corporation/limited partnership named above.

6.   The address of the registered office of the corporation/limited partnership
     named above and the business office of the registered agent, as changed, is
     identical.



     (The following should be executed only if the registered agent is a natural
person)

     IN WITNESS WHEREOF, the undersigned registered agent has caused this report
to be executed this ____________________________________________________________
day of _________________________________________________________________________
________________________________________________________________________, 19____


                                           -------------------------------------
                                           Signature of Registered Agent

State of _________________)
                          )   ss.
County of ________________)

     On this__________________ day of ________________________, in the year
19____, before me, ______________, a Notary Public in and for said state,
personally appeared ______________________ known to me to be the _______ person
who executed the within Statement of Change of Business Office and acknowledged
to me that executed the same for the purposes therein stated.

(Notarial Seal)


                                           -------------------------------------
                                           Notary Public

                                           My commission expires _______________

     (The following should be executed only if the registered agent is a
corporation)

     IN WITNESS WHEREOF, the undersigned registered agent has caused this report
to be executed in its name by, its president or vice president, attested by its
secretary or assistant secretary this 27th day of March, 1998.

                                           The Corporation Company
                                           Name of Corporation

(Corporate Seal)  None
If no seal, state "none"                   By /s/ Kenneth J. Uva
                                              ----------------------------------
                                              President or Vice President

Attest:


/s/ Marie Hauer
- ----------------------------------------
Secretary or Assistant Secretary



State of New York    )
                     )   ss.
County of New York   )

     On this 27th day of March in the year 1998, before me Theresa Alfieri, a
Notary Public in and for said state, personally appeared Kenneth J. Uva, Vice
President, The Corporation Company known to me to be the person who executed the
within Statement of Change of Business Office on behalf of said corporation and
acknowledged to me that he executed the same for the purposes therein stated.


                                           /s/ Theresa Alfieri
                                           -------------------------------------
                                           Notary Public

(Notarial Seal)                            My commission expires 12/31/99

EX-3.99

                                                                    Exhibit 3.99

                                     BY-LAWS

                                       OF

                               THE SUBSIDIARIES OF

                         AMERICAN MEDICAL RESPONSE, INC.

                  Section 1. LAW, CERTIFICATE OF INCORPORATION
                                   AND BY-LAWS

     1.1. These by-laws are subject to the certificate of incorporation of the
corporation. In these by-laws, references to law, the certificate of
incorporation and by-laws mean the law, the provisions of the certificate of
incorporation and the by-laws as from time to time in effect.

                             Section 2. STOCKHOLDERS

     2.1. Annual Meeting. The annual meeting of stockholders shall be held at
10:00 am on the second Tuesday in May in each year, unless that day be a legal
holiday at the place where the meeting is to be held, in which case the meeting
shall be held at the same hour on the next succeeding day not a legal holiday,
or at such other date and time as shall be designated from time to time by the
board of directors and stated in the notice of the meeting, at which they shall
elect a board of directors and transact such other business as may be required
by law or these by-laws or as may properly come before the meeting.

     2.2. Special Meetings. A special meeting of the stockholders may be called
at any time by the chairman of the board, if any, the president or the board of
directors. A special meeting of the stockholders shall be called by the
secretary, or in the case of the death, absence, incapacity or refusal of the
secretary, by an assistant secretary or some other officer, upon application of
a majority of the directors. Any such application shall state the purpose or
purposes of the proposed meeting. Any such call shall state the place, date,
hour, and purposes of the meeting.

     2.3. Place of Meeting. All meetings of the stockholders for the election of
directors or for any other purpose shall be held at such place within or without
the state of incorporation as may be determined from time to time by the
chairman of the board, if any, the president or the board of directors. Any
adjourned session of any meeting of the stockholders shall be held at the place
designated in the vote of adjournment.

     2.4. Notice of Meetings. Except as otherwise provided by law, a written
notice of each meeting of stockholders stating the place, day and hour thereof
and, in the case of a special meeting, the purposes for which the meeting is
called, shall be given not less then ten nor more than sixty days before the
meeting, to each stockholder entitled to vote thereat, and to each stockholder
who, by law, by the certificate of incorporation or by these by-laws, is
entitled to notice, by leaving such notice with him or at his residence or usual
place of business, or by depositing it in the United States mail, postage
prepaid, and addressed to such stockholder at his address as it appears in the
records of the corporation. Such



notice shall be given by the secretary, or by an officer or person designated by
the board of directors, or in the case of a special meeting by the officer
calling the meeting. As to any adjourned session of any meeting of stockholders,
notice of the adjourned meeting need not be given if the time and place thereof
are announced at the meeting at which the adjournment was taken except that if
the adjournment is for more than thirty days or if after the adjournment a new
record date is set for the adjourned session, notice of any such adjourned
session of the meeting shall be given in the manner heretofore described. No
notice of any meeting of stockholders or any adjourned session thereof need be
given to a stockholder if a written waiver of notice, executed before or after
the meeting or such adjourned session by such stockholder, is filed with the
records of the meeting or if the stockholder attends such meeting without
objecting at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any meeting of the stockholders or any
adjourned session thereof need be specified in any written waiver of notice.

     2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as
to any matter shall consist of a majority of the votes entitled to be cast on
the matter, except where a larger quorum is required by law, by the certificate
of incorporation or by these by-laws. Any meeting may be adjourned from time to
time by a majority of the votes properly cast upon the question, whether or not
a quorum is present. If a quorum is present at an original meeting, a quorum
need not be present at an adjourned session of that meeting. Shares of its own
stock belonging to the corporation or to another corporation, if a majority of
the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the corporation, shall neither
be entitled to vote nor be counted for quorum purposes; provided, however, that
the foregoing shall not limit the right of any corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

     2.6. Action by Vote. When a quorum is present at any meeting, a plurality
of the votes properly cast for election to any office shall elect to such office
and a majority of the votes properly cast upon any question other than an
election to an office shall decide the question, except when a larger vote is
required by law, by the certificate of incorporation or by these by-laws. No
ballot shall be required for any election unless requested by a stockholder
present or represented at the meeting and entitled to vote in the election.

     2.7. Action without Meetings. Unless otherwise provided in the certificate
of incorporation, any action required or permitted to be taken by stockholders
for or in connection with any corporate action may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the corporation by
delivery to its registered office in the state of incorporation by hand or
certified or registered mail, return receipt requested, to its principal place
of business or to an officer or agent of the corporation having custody of the
book in which proceedings of meetings of stockholders are recorded. No written
consent shall be effective to take the corporate action referred to therein
unless written consents signed by a number of stockholders sufficient to take
such action are delivered to the corporation in the manner specified in this
paragraph within sixty days of the earliest dated consent so delivered.

     If action is taken by consent of stockholders and in accordance with the
foregoing, there shall be filed with the records of the meetings of stockholders
the writing or writings comprising such consent.


                                      -2-



     If action is taken by less than unanimous consent of stockholders, prompt
notice of the taking of such action without a meeting shall be given to those
who have not consented in writing and a certificate signed and attested to by
the secretary that such notice was given shall be filed with the records of the
meetings of stockholders.

     In the event that the action which is consented to is such as would have
required the filing of a certificate under any provision of the General
Corporation Law of the State of Delaware, if such action had been voted upon by
the stockholders at a meeting thereof, the certificate filed under such
provision shall state, in lieu of any statement required by such provision
concerning a vote of stockholders, that written consent has been given under
Section 228 of said General Corporation Law and that written notice has been
given as provided in such Section 228.

     2.8. Proxy Representation. Every stockholder may authorize another person
or persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether by waiving notice of any meeting, objecting to
or voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by his
attorney-in-fact. No proxy shall be voted or acted upon after three years from
its date unless such proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and, if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally. The authorization of a proxy may but need
not be limited to specified action, provided, however, that if a proxy limits
its authorization to a meeting or meetings of stockholders, unless otherwise
specifically provided such proxy shall entitle the holder thereof to vote at any
adjourned session but shall not be valid after the final adjournment thereof.

     2.9. Inspectors. The directors or the person presiding at the meeting may,
and shall if required by applicable law, appoint one or more inspectors of
election and any substitute inspectors to act at the meeting or any adjournment
thereof. Each inspector, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting, the inspectors shall make a report in
writing of any challenge, question or matter determined by them and execute a
certificate of any fact found by them.

     2.10. List of Stockholders. The secretary shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at such meeting, arranged in alphabetical order
and showing the address of each stockholder and the number of shares registered
in his name. The stock ledger shall be the only evidence as to who are
stockholders entitled to examine such list or to vote in person or by proxy at
such meeting.


                                      -3-



                          Section 3. BOARD OF DIRECTORS

     3.1. Number. The corporation shall have one or more directors, the number
shall be consistent with applicable law and shall be determined from time to
time by vote of a majority of the directors then in office. No director need be
a stockholder.

     3.2. Tenure. Each director shall hold office until the next annual meeting
and until his successor is elected and qualified, or until he sooner dies,
resigns, is removed or becomes disqualified.

     3.3. Powers. The business and affairs of the corporation shall be managed
by or under the direction of the board of directors who shall have and may
exercise all the powers of the corporation and do all such lawful acts and
things as are not by law, the certificate of incorporation or these by-laws
directed or required to be exercised or done by the stockholders.

     3.4. Vacancies. Vacancies and any newly created directorships resulting
from any increase in the number of directors may be filled by vote of the
holders of the particular class or series of stock entitled to elect such
director at a meeting called for the purpose, or by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director, in
each case elected by the particular class or series of stock entitled to elect
such directors. When one or more directors shall resign from the board,
effective at a future date, a majority of the directors then in office,
including those who have resigned, who were elected by the particular class or
series of stock entitled to elect such resigning director or directors shall
have power to fill such vacancy or vacancies, the vote or action by writing
thereon to take effect when such resignation or resignations shall become
effective. The directors shall have and may exercise all their powers
notwithstanding the existence of one or more vacancies in their number, subject
to any requirements of law or of the certificate of incorporation or of these
by-laws as to the number of directors required for a quorum or for any vote or
other actions.

     3.5. Committees. The board of directors may, by vote of a majority of the
whole board, (a) designate, change the membership of or terminate the existence
of any committee or committees, each committee to consist of one or more of the
directors; (b) designate one or more directors as alternate members of any such
committee who may replace any absent or disqualified member at any meeting of
the committee; and (c) determine the extent to which each such committee shall
have and may exercise the powers of the board of directors in the management of
the business and affairs of the corporation, including the power to authorize
the seal of the corporation to be affixed to all papers which require it and the
power and authority to declare dividends or to authorize the issuance of stock;
excepting, however, such powers which by law, by the certificate of
incorporation or by these by-laws they are prohibited from so delegating. In the
absence or disqualification of any member of such committee and his alternate,
if any, the member or members thereof present at any meeting and not
disqualified from voting, whether or not constituting a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in the
place of any such absent or disqualified member. Except as the board of
directors may otherwise determine, any committee may make rules for the conduct
of its business, but unless otherwise provided by the board or such rules, its
business shall be conducted as nearly as may be in the same manner as is
provided by these by-laws for the conduct of business by the board of directors.
Each committee shall keep regular minutes of its meetings and report the same to
the board of directors upon request.

     3.6. Regular Meetings. Regular meetings of the board of directors may be
held without call or notice at such places within or without the State of
Delaware and at such times as the board may from


                                      -4-



time to time determine, provided that notice of the first regular meeting
following any such determination shall be given to absent directors. A regular
meeting of the directors may be held without call or notice immediately after
and at the same place as the annual meeting of stockholders.

     3.7. Special Meetings. Special meetings of the board of directors may be
held at any time and at any place within or without the state of incorporation
designated in the notice of the meeting, when called by the chairman of the
board, if any, the president, or by one-third or more in number of the
directors, reasonable notice thereof being given to each director by the
secretary or by the chairman of the board, if any, the president or any one of
the directors calling the meeting.

     3.8. Notice. It shall be reasonable and sufficient notice to a director to
send notice by mail or overnight courier at least forty-eight hours or by
telegram at least twenty-four hours before the meeting addressed to him at his
usual or last known business or residence address or to give notice to him in
person or by telephone at least twenty-four hours before the meeting. Notice of
a meeting need not be given to any director if a written waiver of notice,
executed by him before or after the meeting, is filed with the records of the
meeting, or to any director who attends the meeting without protesting prior
thereto or at its commencement the lack of notice to him. Neither notice of a
meeting nor a waiver of a notice need specify the purposes of the meeting.

     3.9. Quorum. Except as may be otherwise provided by law, by the certificate
of incorporation or by these by-laws, at any meeting of the directors a majority
of the directors then in office shall constitute a quorum; a quorum shall not in
any case be less than one-third of the total number of directors constituting
the whole board. Any meeting may be adjourned from time to time by a majority of
the votes cast upon the question, whether or not a quorum is present, and the
meeting may be held as adjourned without further notice.

     3.10. Action by Vote. Except as may be otherwise provided by law, by the
certificate of incorporation or by these by-laws, when a quorum is present at
any meeting the vote of a majority of the directors present shall be the act of
the board of directors.

     3.11. Action Without a Meeting. Any action required or permitted to be
taken at any meeting of the board of directors or a committee thereof may be
taken without a meeting if all the members of the board or of such committee, as
the case may be, consent thereto in writing, and such writing or writings are
filed with the records of the meetings of the board or of such committee. Such
consent shall be treated for all purposes as the act of the board or of such
committee, as the case may be.

     3.12. Participation in Meetings by Conference Telephone. Members of the
board of directors, or any committee designated by such board, may participate
in a meeting of such board or committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other or by any other means permitted by law. Such
participation shall constitute presence in person at such meeting.

     3.13. Compensation. In the discretion of the board of directors, each
director may be paid such fees for his services as director and be reimbursed
for his reasonable expenses incurred in the performance of his duties as
director as the board of directors from time to time may determine. Nothing
contained in this section shall be construed to preclude any director from
serving the corporation in any other capacity and receiving reasonable
compensation therefor.

     3.14. Interested Directors and Officers.


                                      -5-



     (a) No contract or transaction between the corporation and one or more of
its directors or officers, or between the corporation and any other corporation,
partnership, association, or other organization in which one or more of the
corporation's directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the board or committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purpose, if:

          (1) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the board of directors
or the committee, and the board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or

          (2) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or

          (3) The contract or transaction is fair as to the corporation as of
the time it is authorized, approved or ratified, by the board of directors, a
committee thereof, or the stockholders.

     (b) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or of a committee
which authorizes the contract or transaction.

                         Section 4. OFFICERS AND AGENTS

     4.1. Enumeration; Qualification. The officers of the corporation shall be a
president, a treasurer, a secretary and such other officers, if any, as the
board of directors from time to time may in its discretion elect or appoint
including without limitation a chairman of the board, one or more vice
presidents and a controller. The corporation may also have such agents, if any,
as the board of directors from time to time may in its discretion choose. Any
officer may be but none need be a director or stockholder. Any two or more
offices may be held by the same person. Any officer may be required by the board
of directors to secure the faithful performance of his duties to the corporation
by giving bond in such amount and with sureties or otherwise as the board of
directors may determine.

     4.2. Powers. Subject to law, to the certificate of incorporation and to the
other provisions of these by-laws, each officer shall have, in addition to the
duties and powers herein set forth, such duties and powers as are commonly
incident to his office and such additional duties and powers as the board of
directors may from time to time designate.

     4.3. Election. The officers may be elected by the board of directors at
their first meeting following the annual meeting of the stockholders or at any
other time. At any time or from time to time the directors may delegate to any
officer their power to elect or appoint any other officer or any agents.

     4.4. Tenure. Each officer shall hold office until his respective successor
is chosen and qualified unless a shorter period shall have been specified by the
terms of his election or appointment, or in each case until he sooner dies,
resigns, is removed or becomes disqualified. Each agent shall retain his
authority at the pleasure of the directors, or the officer by whom he was
appointed or by the officer who then holds agent appointive power.


                                      -6-



     4.5. Chairman of the Board of Directors, President and Vice President. The
chairman of the board, if any, shall have such duties and powers as shall be
designated from time to time by the board of directors. Unless the board of
directors otherwise specifies, the chairman of the board, or if there is none
the chief executive officer, shall preside, or designate the person who shall
preside, at all meetings of the stockholders and of the board of directors.

     Unless the board of directors otherwise specifies, the president shall be
the chief executive officer and shall have direct charge of all business
operations of the corporation and, subject to the control of the directors,
shall have general charge and supervision of the business of the corporation.

     Any vice presidents shall have such duties and powers as shall be set forth
in these by-laws or as shall be designated from time to time by the board of
directors or by the president.

     4.6. Treasurer and Assistant Treasurers. Unless the board of directors
otherwise specifies, the treasurer shall be in charge of the corporation's funds
and valuable papers, and shall have such other duties and powers as may be
designated from time to time by the board of directors or by the president. If
no controller is elected, the treasurer shall, unless the board of directors
otherwise specifies, also have the duties and powers of the controller. Any
assistant treasurers shall have such duties and powers as shall be designated
from time to time by the board of directors, the president or the treasurer.

     4.7. Controller and Assistant Controllers. If a controller is elected, he
shall, unless the board of directors otherwise specifies, be in charge of its
books of account and accounting records, and of its accounting procedures. He
shall have such other duties and powers as may be designated from time to time
by the board of directors, the president or the treasurer. Any assistant
controller shall have such duties and powers as shall be designated from time to
time by the board of directors, the president, the treasurer or the controller.

     4.8. Secretary and Assistant Secretaries. The secretary shall record all
proceedings of the stockholders, of the board of directors and of committees of
the board of directors in a book or series of books to be kept therefor and
shall file therein all actions by written consent of stockholders or directors.
In the absence of the secretary from any meeting, an assistant secretary, or if
there be none or he is absent, a temporary secretary chosen at the meeting,
shall record the proceedings thereof. Unless a transfer agent has been appointed
the secretary shall keep or cause to be kept the stock and transfer records of
the corporation, which shall contain the names and record addresses of all
stockholders and the number of shares registered in the name of each
stockholder. He shall have such other duties and powers as may from time to time
be designated by the board of directors or the president. Any assistant
secretaries shall have such duties and powers as shall be designated from time
to time by the board of directors, the president or the secretary.


                                      -7-



                      Section 5. RESIGNATIONS AND REMOVALS

     5.1. Any director or officer may resign at any time by delivering his
resignation in writing to the chairman of the board, if any, the president, or
the secretary or to a meeting of the board of directors. Such resignation shall
be effective upon receipt unless specified to be effective at some other time,
and without in either case the necessity of its being accepted unless the
resignation shall so state. A director (including persons elected by
stockholders or directors to fill vacancies in the board) may be removed from
office with or without cause by the vote of the holders of a majority of the
issued and outstanding shares of the particular class or series entitled to vote
in the election of such director. The board of directors may at any time remove
any officer either with or without cause. The board of directors may at any time
terminate or modify the authority of any agent.

                              Section 6. VACANCIES

     6.1. If the office of the president or the treasurer or the secretary
becomes vacant, the directors may elect a successor by vote of a majority of the
directors then in office. If the office of any other officer becomes vacant, any
person or body empowered to elect or appoint that officer may choose a
successor. Each such successor shall hold office for the unexpired term, and in
the case of the president, the treasurer and the secretary until his successor
is chosen and qualified or in each case until he sooner dies, resigns, is
removed or becomes disqualified. Any vacancy of a directorship shall be filled
as specified in Section 3.4 of these by-laws.

                            Section 7. CAPITAL STOCK

     7.1. Stock Certificates. Each stockholder shall be entitled to a
certificate stating the number and the class and the designation of the series,
if any, of the shares held by him, in such form as shall, in conformity to law,
the certificate of incorporation and the by-laws, be prescribed from time to
time by the board of directors. Such certificate shall be signed by the chairman
or vice chairman of the board, or the president or a vice president and by the
treasurer or an assistant treasurer or by the secretary or an assistant
secretary. Any of or all the signatures on the certificate may be a facsimile.
In case an officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed on such certificate shall have ceased to be
such officer, transfer agent, or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such
officer, transfer agent, or registrar at the time of its issue.

     7.2. Loss of Certificates. In the case of the alleged theft, loss,
destruction or mutilation of a certificate of stock, a duplicate certificate may
be issued in place thereof, upon such terms, including receipt of a bond
sufficient to indemnify the corporation against any claim on account thereof, as
the board of directors may prescribe.

                     Section 8. TRANSFER OF SHARES OF STOCK

     8.1. Transfer on Books. Subject to the restrictions, if any, stated or
noted on the stock certificate, shares of stock may be transferred on the books
of the corporation by the surrender to the corporation or its transfer agent of
the certificate therefor properly endorsed or accompanied by a written
assignment and power of attorney properly executed, with necessary transfer
stamps affixed, and with such proof of the authenticity of signature as the
board of directors or the transfer agent of the corporation may reasonably
require. Except as may be otherwise required by law, by the certificate of


                                       -8-



incorporation or by these by-laws, the corporation shall be entitled to treat
the record holder of stock as shown on its books as the owner of such stock for
all purposes, including the payment of dividends and the right to receive notice
and to vote or to give any consent with respect thereto and to be held liable
for such calls and assessments, if any, as may lawfully be made thereon,
regardless of any transfer, pledge or other disposition of such stock until the
shares have been properly transferred on the books of the corporation.

     It shall be the duty of each stockholder to notify the corporation of his
post office address.

     8.2. Record Date. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the board of directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the board of directors, and which record date shall
not be more than sixty nor less than ten days before the date of such meeting.
If no such record date is fixed by the board of directors, the record date for
determining the stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the board of directors may fix a new record date for the adjourned meeting.

     In order that the corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the board of directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the board of directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the board of directors. If no
such record date has been fixed by the board of directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the board of directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation by delivery to its registered office in the state of incorporation
hand or certified or registered mail, return receipt requested, to its principal
place of business or to an officer or agent of the corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. If no
record date has been fixed by the board of directors and prior action by the
board of directors is required by applicable law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
board of directors adopts the resolution taking such prior action.

     In order that the corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or to exercise any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the board of directors may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be not
more than sixty days prior to such payment, exercise or other action. If no such
record date is fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.

                            Section 9. CORPORATE SEAL


                                       -9-



     9.1. Subject to alteration by the directors, the seal of the corporation
shall consist of a flat-faced circular die with the word "Delaware" and the name
of the corporation cut or engraved thereon, together with such other words,
dates or images as may be approved from time to time by the directors.

                         Section 10. EXECUTION OF PAPERS

     10.1. Except as the board of directors may generally or in particular cases
authorize the execution thereof in some other manner, all deeds, leases,
transfers, contracts, bonds, notes, checks, drafts or other obligations made,
accepted or endorsed by the corporation shall be signed by the chairman of the
board, if any, the president, a vice president or the treasurer.

                             Section 11. FISCAL YEAR

     11.1. The fiscal year of the corporation shall end on the 31st of December.

                             Section 12. AMENDMENTS

     12.1. These by-laws may be adopted, amended or repealed by vote of a
majority of the directors then in office or by vote of a majority of the stock
outstanding and entitled to vote. Any by-law, whether adopted, amended or
repealed by the stockholders or directors, may be amended or reinstated by the
stockholders or the directors.


                                      -10-

EX-3.100

                                                                   Exhibit 3.100

                            ARTICLES OF INCORPORATION

                                       OF

                             MEDI-CAR SYSTEMS, INC.

          The undersigned Incorporator to these Articles of Incorporation, a
Florida corporation, hereby forms a corporation under the laws of the State of
Florida.

ARTICLE I. CORPORATE NAME.

          The name of this Corporation is: MEDI-CAR SYSTEMS, INC.

ARTICLE II. NATURE OF BUSINESS AND POWERS.

          The general nature of the business to be transacted by this
Corporation is to engage in any and all business permitted under the laws of the
State of Florida.

ARTICLE III. CAPITAL STOCK.

          The maximum number of shares of capital stock that this Corporation is
authorized to issue and have outstanding at any one time is:

               (a) Common Stock. Five Thousand (5,000) shares of Common Stock,
          having a par value of One ($1.00) Dollar per share.

               (b) Preferred Stock. One Thousand (1,000) shares of Preferred
          Stock, having a par value of One ($1.00) Dollar per share.

          The capital stock that this Corporation is authorized to issue and
have outstanding shall have the following rights, preferences, designations and
limitations:

               (a) Payment for Shares. All shares of stock shall be paid for in
          cash or property (real or personal) having a fair market value at
          least equal to:

                    (1) One ($1.00) Dollar per share in the case of Common
               Stock; and



                    (2) One Thousand ($1,000) Dollars per share in the case of
               Preferred Stock.

                         All shares issued shall be fully paid and
                    nonassessable.

               (b) Voting Rights. Each share of stock (preferred and common)
          shall be entitled to one (1) vote at any meeting of the stockholders
          of this Corporation or at any other time.

               (c) Pre-emptive Rights. No holder of any shares of stock of this
          Corporation shall have any preferential or pre-emptive rights to
          subscribe for, purchase or receive any additional shares of stock of
          this Corporation or any options, warrants or subscription rights for
          such shares or any securities convertible into or exchangeable for
          shares of stock which may be issued, sold or offered for sale by this
          Corporation.

               (d) Preferred Stock Issue Price. The Preferred Stock issue price
          of One Thousand ($1,000) Dollars per share, as stated in (a) (2)
          above, shall constitute its value for purposes of: (1) payment of
          dividends; (2) preference upon liquidation, dissolution or winding up
          of the business of this Corporation; and (3) redemption of such stock
          by the Corporation.

               (e) Time of Dividends. Dividends on shares of common and
          preferred stock shall be declared and paid as, when, and if, in its
          sole discretion, the Board of Directors shall deem advisable the
          payment of such dividends, and, then, only from the net profits and
          surplus of this Corporation. The determination of the amount of net
          profits and surplus of this Corporation available for dividends shall
          be made from time to time by the Board of Directors and such
          determination shall


                                       2



          be conclusive and binding on all persons who are then holders of
          shares of the capital stock of this Corporation.

               (f) Amount of Dividends. Subject to the limitations herein set
          forth with respect to the payment of dividends on common stock, the
          holders of shares of common stock shall be entitled to receive
          dividends in such amounts and on such dates as shall be fixed by the
          Board of Directors of this Corporation. The holders of the shares of
          Preferred Stock of this Corporation shall be entitled to receive
          dividends (in cash or in other property) at the rate of 12% per annum
          of the Preferred Stock issue price, said dividends to be paid
          annually, as determined by the Board of Directors of this Corporation,
          but on a noncumulative basis.

               (g) Preferred Rights to Dividends. No dividend shall be paid or
          set aside for payment to holders of shares of common stock, nor shall
          any distribution be made to the holders of shares of common stock
          (other than a dividend payable in the form of additional shares of
          common stock), unless dividends with respect to the shares of
          Preferred Stock, as herein set forth for the year of such dividend,
          shall have been declared or this Corporation shall have paid in full
          to the holders of the shares of Preferred Stock for such year the
          amount of dividends herein required to be paid to the holders of
          shares of Preferred Stock or there shall have been set aside for the
          holders of shares of Preferred Stock, specifically earmarked for such
          purpose, a sum of money sufficient to pay in full the amount of
          dividends to which holders of shares of Preferred Stock are entitled
          in accordance with the terms hereof.


                                       3



               (h) Redemption of Preferred Stock. Upon redemption of any shares
          of Preferred Stock of this Corporation, the redemption price to be
          paid to any holder of shares of Preferred Stock to be redeemed shall
          be equal to the Preferred Stock issue price, and the amount so
          determined shall be paid in cash or by the transfer of other property
          of this Corporation. The Board of Directors shall have full discretion
          to prescribe and regulate from time to time all proceedings to be
          followed and other requirements to be satisfied in connection with the
          redemption of shares of Preferred Stock.

               (i) Liquidation. In the event of liquidation, dissolution or
          winding up of the business of this Corporation, the holders of shares
          of Preferred Stock shall be entitled to receive pro rata to the extent
          of the issue price of such Preferred Shares the underlying assets of
          this Corporation before any such assets shall be distributed among the
          holders of shares of Common Stock. After payment in full shall have
          been made to the holders of the shares of Preferred Stock, the holders
          of shares of Common Stock shall be entitled to receive pro rata any
          remaining assets of this Corporation.

ARTICLE IV. TERM OF EXISTENCE.

          The term of existence of this Corporation shall commence on April 15,
1980, and thereafter, it shall have perpetual existence.

ARTICLE V. REGISTERED AGENT AND INITIAL REGISTERED OFFICE.

          The registered agent and the street address of the initial registered
office of this Corporation in the State of Florida shall be: Florida Registered
Agents, Inc. Suite 1000 1401 Brickell Avenue Miami, Florida 33131


                                       4



The Board of Directors may, from time to time, move the registered office to any
other address in the State of Florida.

ARTICLE VI. BOARD OF DIRECTORS.

          This Corporation shall have three (3) directors initially. The number
of directors may be increased or diminished from time to time by By-Laws adopted
by the stockholders, but shall never be less than one (1).

ARTICLE VII. INITIAL DIRECTORS.

          The names of the initial directors of this Corporation and their
street addresses are: Raymond G. Parent, Jr. Douglas Parent Gary J. Parent 755
N.W. 28th Street Miami, Florida 33127

          The persons named as initial directors shall hold office for the first
year of existence of this Corporation or until their successors are elected or
appointed and have qualified, whichever occurs first.

ARTICLE VIII. INCORPORATOR.

          The name and street address of the corporation signing these Articles
of Incorporation as the Incorporator is: Florida Registered Agents, Inc. Suite
1000 1401 Brickell Avenue Miami, Florida 33131

ARTICLE IX. CONFLICT OF INTEREST.

          No contract between this Corporation and another corporation or
another individual shall be invalidated by reason of the fact that one or more
of the officers or directors of this corporation are officers or directors of
the said other corporation, or by reason of the fact that one or more of the
officers or directors of this Corporation may be the other individual or
individuals contracting with this Corporation.

ARTICLE X. AMENDMENT.


                                       5



          These Articles of Incorporation may be amended in the manner provided
by law. Every amendment shall be approved by the Board of Directors, proposed by
them to the stockholders, and approved at a stockholders' meeting by at least a
majority of the stock entitled to vote thereon, unless all of the directors and
all of the stockholders entitled to vote sign a written statement manifesting
their intention that a certain amendment of these Articles of Incorporation be
made.

          IN WITNESS WHEREOF, the undersigned, as the Incorporator, has executed
the foregoing Articles of Incorporation as of the 11th day of April, 1980.
FLORIDA REGISTERED AGENTS, INC.


By: /s/ Benjamin S. Schwartz
    -------------------------------
BENJAMIN S. SCHWARTZ, President

STATE OF FLORIDA   )
                   )   SS.
COUNTY OF DADE     )

          BEFORE ME, a Notary Public, personally appeared Benjamin S. Schwartz,
the President of Florida Registered Agents, Inc., the corporation described as
the incorporator herein, who executed the foregoing Articles of Incorporation,
and acknowledged before me that said corporation subscribed to these Articles of
Incorporation.

          WITNESS my hand and official seal at Miami, Dade County, Florida, this
11 day of April, 1980.


/s/ X
- -----------------------------------
Notary Public
State of Florida at Large

My commission expires:


                                       6



                    CERTIFICATE DESIGNATING PLACE OF BUSINESS
            OR DOMICILE FOR THE SERVICE OF PROCESS WITHIN THIS STATE,
                  NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.

          In pursuance of Chapter 48.091, Florida Statutes, the following is
submitted, in compliance with said Act:

          That Medi-Car Systems, Inc., desiring to organize under the laws of
the State of Florida, with its principal office, as indicated in the Articles of
Incorporation, at 1401 Brickell Avenue, Miami, County of Dade, State of Florida,
has named Florida Registered Agents, Inc., located at 1401 Brickell Avenue, City
of Miami, County of Dade, State of Florida, as its agent to accept service of
process within this state.

ACKNOWLEDGMENT:

          Having been named to accept service of process for above-stated
Corporation, at the place designated in this certificate, the undersigned hereby
agrees to act in this capacity, and agree to comply with the provisions of said
Act relative to keeping open said office.

FLORIDA REGISTERED AGENTS, INC.


By: /s/ Benjamin S. Schwartz
    ------------------------------------
    BENJAMIN S. SCHWARTZ, President


                                       7



                               ARTICLES OF MERGER

                                       OF

                           DAS MANAGEMENT GROUP, INC.

                                       AND

                             MEDI-CAR SYSTEMS, INC.

To the Secretary of State
State of Florida

Pursuant to the provisions of the Florida Business Corporation Act, the domestic
corporations herein named do hereby adopt the follow articles of merger.

          1. The following annexed hereto and made a part hereof is the
Agreement and Plan of Merger for merging DAS Management Group, Inc. with and
into Medi-Car Systems, Inc. as approved and adopted by written consent of the
shareholders of DAS Management Group, Inc. entitled to vote thereon given on
December 20, 1995 in accordance with the provisions of Section 607.0704 the
Florida Business Corporation Act.

          2. Medi-Car Systems, Inc. will continue its existence as the surviving
corporation under its present name pursuant to the provisions of the Florida
Business Corporation Act.

          3. The effective time and date of the merger herein provided for shall
be 11:59 p.m. on December 31, 1995.

Executed on December 21, 1995.

DAS Management Group, Inc.


By: /s/ R. Garner
    ------------------------------------
Name: Robert L. Garner
Title: CEO


Medi-Car Systems, Inc.


By: /s/ R. Garner
    ------------------------------------
Name: Robert L. Garner
Title: CEO


                                       8



     AGREEMENT AND PLAN OF MERGER adopted for DAS Management Group, Inc.. a
business corporation organized under the laws of the State of Florida, by
resolution of its Board of Directors on December 20, 1995. and adopted for
Medi-Car Systems, Inc., a business corporation organized under the laws of the
State of Florida, by resolution of its Board of Directors on December 20, 1995.
The names of the corporations planning to merge are DAS Management Group, Inc.,
a business corporation organized under the laws of the State of Florida, and
Medi-Car Systems, Inc., a business corporation organized under the laws of the
State of Florida. The name of the surviving corporation into which DAS
Management Group, Inc. plans to merge is Medi-Car Systems, Inc.

          1. DAS Management Group. Inc. and Medi-Car Systems, Inc. shall,
pursuant to the provisions of the Florida Business Corporation Act, be merged
with and into a single corporation, to wit, Medi-Car Systems, Inc., which shall
be the surviving corporation at the effective time and date of the merger and
which is sometimes hereinafter referred to as the "surviving corporation", and
which shall continue to exist as said surviving corporation under its present
name pursuant to the provisions of the Florida Business Corporation Act. The
separate existence of DAS Management Group, Inc. which is sometimes hereinafter
referred to as the "non-surviving corporation", shall cease at the effective
time and date of the merger in accordance with the provisions of the Florida
Business Corporation Act.

          2. The Articles of Incorporation of the surviving corporation at the
effective time and date of the merger shall be the Articles of Incorporation of
said surviving corporation and said Articles of Incorporation shall continue in
full force and effect until amended and changed in the manner prescribed by the
provisions of the Florida Business Corporation Act.

          3. The present bylaws of the surviving corporation will be the bylaws
of said surviving corporation and will continue in full force and effect until
changed, altered, or amended as therein provided and in the manner prescribed by
the provisions of the Florida Business Corporation Act.

          4. The directors and officers in office of the surviving corporation
at the effective time and date of the merger shall be the members of the first
Board of Directors and the first officers of the surviving corporation, all of
whom shall hold their respective offices until the election and qualification of
their successors or until their tenure is otherwise terminated in accordance
with the bylaws of the surviving corporation.

          5. Each issued share of the non-surviving corporation immediately
prior to the effective time and date of the merger shall, at the effective time
and date of the merger, be converted into shares of the surviving corporation.
The issued shares of the surviving corporation shall not be converted or
exchanged in any manner, but each said share which is issued at the effective
time and date of the merger shall continue to represent one issued share of the
surviving corporation.

          6. The Plan of Merger herein made and approved shall be submitted to
the shareholders of the non-surviving corporation and to the shareholders of the
surviving corporation for their approval or rejection in the manner prescribed
by the provisions of the Florida Business Corporation Act.


                                       9



          7. In the event that the Plan of Merger shall have been approved by
the shareholders entitled to vote of the non-surviving corporation and by the
shareholders entitled to vote of the surviving corporation in the manner
prescribed by the provisions of the Florida Business Corporation Act, the
non-surviving corporation and the surviving corporation hereby stipulate that
they will cause to be executed and filed and/or recorded any document or
documents prescribed by the laws of the State of Florida, and that they will
cause to be performed all necessary acts therein and elsewhere to effectuate the
merger.

          8. The Board of Directors and the proper officers of the non-surviving
corporation and the Board of Directors and the proper officers of the surviving
corporation, respectively, are hereby authorized, empowered, and directed to do
any and all acts and things, and to make, execute, deliver, file, and/or record
any and all instruments, papers, and documents which shall be or become
necessary, proper, or convenient to carry out or put into effect any of the
provisions of this Plan of Merger or of the merger herein provided for.

          IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the date first written above.

Attest:                                 DAS MANAGEMENT GROUP, INC.


/s/ X                                   By /s/ R. Garner
- ----------------------                     -------------------------------------
                                           Chief Executive Officer


Attest:                                 MEDI-CAR SYSTEMS, INC.


/s/ X                                   By /s/ R. Garner
- ----------------------                     -------------------------------------
                                           Chief Executive Officer


                                       10

EX-3.101

                                                                   Exhibit 3.101

                                     BY-LAWS
                                       OF
                             MEDI-CAR SYSTEMS, INC.

                       ARTICLE I. MEETING OF STOCKHOLDERS.

SECTION 1. ANNUAL STOCKHOLDER'S MEETINGS.

          The annual meeting of the stockholders of this Corporation shall be
held not less than one (1) month or more than four (4) months after the end of
each fiscal year. In no event, however, shall the annual meeting for any year be
held later than thirteen (13) months after the last preceding annual meeting of
shareholders. The time and place of the meeting shall be designated by the
President or the Secretary. The stockholders shall elect a Board of Directors
and transact any other necessary business at the annual meeting.

SECTION 2. SPECIAL STOCKHOLDERS' MEETINGS.

          Special meetings of stockholders shall be held when directed by the
President or the Secretary, or by a majority of the Board of Directors, or when
requested in writing by the stockholders who hold not less than ten (10%)
percent of all the shares entitled to vote at such meeting. A special meeting
requested by stockholders shall be called for a date not less than ten (10) or
more than sixty (60) days after the request is made, unless the shareholders
requesting the meeting designate a later date. The time and place of the meeting
shall be designated by the President or the Secretary. The call for the special
meeting shall be issued by or at the direction of the President, the Secretary,
or the officer or persons calling the meeting.

SECTION 3. PLACE OF STOCKHOLDERS' MEETINGS.

          Meetings of stockholders may be held within or without the State of
Florida, but they may not be held more than fifty (50) miles from the principal
office of the corporation without the approval of a majority of the Board of
Directors.

SECTION 4. NOTICE OF STOCKHOLDER'S MEETINGS.

          A written notice of each meeting of stockholders, signed by the
Secretary, shall be mailed to each stockholder of record entitled to vote at
such meeting, not less than ten (10) or more than sixty (60) days before the
date set for the meeting, either personally or by first class mail, by or at the
direction of the President, the Secretary, or the officer or persons calling the
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail addressed to the stockholder at his address as it
appears on the stock transfer books at the corporation, with postage thereon
prepaid. The notice shall state place, day and hour meeting is to be held, and,
in the case of a special meeting, the purpose or purposes for which the meeting



is called. If any stockholder shall transfer any of his stock after notice, it
shall not be necessary to notify the transferee.

SECTION 5. NOTICE OF ADJOURNED MEETINGS.

          When a meeting is adjourned to another time or place, it shall not be
necessary to give any notice of the adjourned meeting if the time and place to
which the meeting is adjourned are announced at the meeting at which the
adjournment is taken, and at the adjourned meeting any business may be
transacted that might have been transacted on the original date of the meeting.
If, however, after the adjournment the Board of Directors fixes a new record
date for the adjourned meeting, a notice of the adjourned meeting shall be given
as provided in this section to each shareholder of record entitled to vote at
such meeting on the new record date.

SECTION 6. WAIVER OF NOTICE OF STOCKHOLDERS' MEETINGS.

          Whenever any notice is required to be given to any shareholder of the
corporation under the provisions of these by-laws, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be equivalent to the giving of such notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting, except when the person attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
shareholders need be specified in any written waiver of notice unless so
required by the Articles of Incorporation or the by-laws.

SECTION 7. RECORD DATE.

          (A) The Board of Directors may fix in advance a date as the record
date for any determination of stockholders, such date in any case to be not more
than sixty (60) days and, in the case of a meeting of stockholders, not less
than ten (10) days prior to the date on which the particular action requiring
such determination of shareholders is to be taken.

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

          (C) When a determination of stockholders entitled to vote at any
meeting of stockholders has been made as provided in this section, such
determination shall apply to any adjournment thereof, unless the Board of
Directors fixes a new record date for the adjourned meeting.

SECTION 8. VOTING AT STOCKHOLDERS' MEETINGS.


                                       2



          (A) Every stockholder having the right and entitled to vote at a
meeting of stockholders shall be entitled, upon each proposal presented at the
meeting, to one vote for each share of voting stock recorded in his name on the
books of the Corporation on the record date fixed as provided in Section 7
above. If dispute should arise on the number of votes a stockholder is entitled
to, the stockholder's list and other books of record shall be produced at any
stockholders' meeting upon the request of any stockholder.

          (B) Treasury shares, shares of stock of this corporation owned by
another corporation the majority of the voting stock of which is owned or
controlled by this corporation, and shares of stock of this corporation held by
it in a fiduciary capacity shall not be voted, directly or indirectly, at any
meeting, and shall not be counted in determining the total number of outstanding
shares at any given time.

          (C) A stockholder may vote either in person or by proxy executed in
writing by the shareholder or his duly authorized attorney-in-fact.

          (D) At each election for directors every stockholder entitled to vote
at such election shall have the right to vote, in person or by proxy, the number
of shares owned by him for as many persons as there are directors to be elected
at that time and for whose election he has a right to vote.

          (E) Shares standing in the name of another corporation, domestic or
foreign, may be voted by the officer, agent, or proxy designated by the by-laws
of the corporate stockholder; or, in the absence of any applicable by-law, by
such person as the Board of Directors of the corporate stockholder may
designate. Proof of such designation may be made by presentation of a certified
copy of the by-laws or other instrument of the corporate stockholder. In the
absence of any such designation, or in case of conflicting designation by the
corporate stockholder, the Chairman of the Board, President, any Vice President,
Secretary and Treasurer of the Corporation's Stockholders shall be presumed to
possess, in that order, authority to vote such shares.

          (F) Shares held by an administrator, executor, guardian or conservator
may be voted by him, either in person or by proxy, without a transfer of such
shares into his name. Shares standing in the name of a trustee may be voted by
him, either in person or by proxy, but no trustee shall be entitled to vote
shares held by him without a transfer of such shares into his name.

          (G) Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to do
be contained in an appropriate order of the court by which such receiver was
appointed.

          (H) A stockholder whose shares are pledged shall be entitled to vote
such shares until the shares have been transferred into the name of the pledgee,
and thereafter the pledgee or his nominee shall be entitled to vote the shares
so transferred.


                                       3



          (I) On and after the date on which written notice of redemption of
redeemable share has been mailed to the holders thereof and a sum sufficient to
redeem such shares has been deposited with a bank or trust company with
irrevocable instruction and authority to pay the redemption price to the holders
therefor, such shares shall not be entitled to vote on any matter and shall not
be deemed to be outstanding shares.

SECTION 9. PROXIES.

          (A) Every stockholder entitled to vote at a meeting of stockholders or
to express consent or dissent without a meeting or a stockholders' duly
authorized attorney-in-fact may authorize another person or persons to act for
him by proxy.

          (B) Proxies shall be filed with the Secretary before or at the time of
the meeting. Every proxy must be signed by the stockholder or his
attorney-in-fact. No proxy shall be valid after the expiration of eleven (11)
months from the date thereof unless otherwise provided in the proxy. Every proxy
shall be revocable at the pleasure of the stockholder executing it, except as
otherwise provided by law.

          (C) The authority of the holder of a proxy to act shall not be revoked
by the incompetence or death of the stockholder who executed the proxy unless,
before the authority is exercised, written notice of an adjudication of such
incompetence or of such death is received by the corporate officer responsible
for maintaining the list of stockholders.

          (D) If a proxy for the same shares confers authority upon two or more
persons and does not otherwise provide a majority of them present at the
meeting, or if only one is present, then that one may exercise all the powers
conferred by the proxy; but if the proxy holders present at the meeting are
equally divided as to the right and manner of voting in any particular case, the
voting of such shares shall be prorated.

          (E) If a proxy expressly provides, any proxy holder may appoint in
writing a substitute to act in his place.

SECTION 10. VOTING TRUSTS.

          Any number of stockholders of this corporation may create a voting
trust for the purpose of conferring upon a trustee or trustees the right to vote
or otherwise represent their shares, as provided by law. Where the counterpart
of a voting trust agreement and the copy of the record of the holders of voting
trust certificates has been deposited with the corporation as provided by law,
such documents shall be subject to the same right of examination by a
stockholder of the corporation, in person or by agent or attorney, as are the
books and records of the corporation, and such counterparts and such copy of
such record shall be subject to examination by any holder of record of voting
trust certificates either in person or by agent or attorney, at any reasonable
time for any proper purposes.

SECTION 11. SHAREHOLDERS' AGREEMENTS.


                                       4



          Two or more shareholders of this corporation may enter into an
agreement providing for the exercise of voting rights in the manner provided in
the agreement or relating to any phase of the affairs of the corporation as
provided by law. Nothing therein shall impair the right of this corporation to
treat the stockholders of record as entitled to vote the shares standing in
their names.

SECTION 12. ACTION BY SHAREHOLDERS WITHOUT A MEETING.

          (A) Any action required by law, these by-laws, or the Articles of
Incorporaton of this corporation to be taken at any annual or special meeting of
shareholders of the corporation, or any action which may be taken at any annual
or special meeting of shareholders of the corporation, may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. If any class of shares is entitled to vote
thereon as a class, such written consent shall be required of the holders of a
majority of the shares of each class of shares entitled to vote as a class
thereon and of the total shares entitled to vote thereon.

          (B) Within ten (10) days after obtaining such authorization by written
consent, notice shall be given to those stockholders who have not consented in
writing. The notice shall fairly summarize the material features of the
authorized action and, if the action be a merger, consolidation or sale or
exchange of assets for which dissenters rights are provided under the Law of
Florida, the notice shall contain a clear statement of the right of stockholders
dissenting therefrom to be paid the fair value of their shares upon compliance
with further provisions of the Law of Florida regarding the rights of dissenting
stockholders.

                             ARTICLE II. DIRECTORS.

SECTION 1. FUNCTION.

          All corporate powers shall be exercised by or under the authority of,
and the business and affairs of a corporation shall be managed under the
direction of, the Board of Directors.

SECTION 2. QUALIFICATION.

          Directors need not be residents of this state or stockholders of this
corporation.

SECTION 3. DUTIES OF DIRECTORS.

          (A) A director shall perform his duties as a director, including his
duties as a member of any committee of the board upon which he may serve, in
good faith, in a manner he reasonably believes to be in the best interest of the
corporation, and with such care as an ordinarily prudent person in a like
position would use under similar circumstances.


                                       5



          (B) In performing his duties, a director shall be entitled to rely on
information, opinions, reports or statements and other financial data, in each
case prepared or presented by:

          (1) One or more officers or employees of the corporation whom the
     director reasonably believes to be reliable and competent in the matters
     presented.

          (2) Counsel, public accountants or other persons as to matters which
     the director reasonably believes to be within such person's professional or
     expert competence, or

          (3) A committee of the board upon which he does not serve, duly
     designated in accordance with a provision of the Articles of Incorporation
     or the by-laws, as to matters within its designated authority, which
     committee the director reasonably believes to merit confidence.

          (C) A director shall not be considered to be acting in good faith if
he has knowledge concerning the matter in question that would cause such
reliance described above to be unwarranted.

          (D) A person who performs his duties in compliance with this section
shall have no liability by reason of being or having been a director of the
corporation.

SECTION 4. PRESUMPTION OF ASSENT.

          A director of the corporation who is present at a meeting of its Board
of Directors at which action on any corporate matter is taken shall be presumed
to have assented to the action taken unless he votes against such action or
abstains from voting in respect thereto because of an asserted conflict of
interest.

SECTION 5. NUMBER.

          This corporation shall have the number of directors provided for in
the Articles of Incorporation; provided, however, the number of directors may be
increased or decreased from time to time by action of the stockholders, but no
decrease shall have the effect of shortening the term of any incumbent director,
nor shall any decrease result in the Corporation having less than one director
at any time.

SECTION 6. ELECTION AND TERM.

          Each person named in the Articles of Incorporation as a member of the
initial Board of Directors shall hold office until the first annual meeting of
stockholders, and until his successor shall have been elected and qualified or
until his earlier resignation, removal from office or death.

          At the first annual meeting of stockholders and at each annual meeting
thereafter the stockholders shall elect directors to hold office until the next
succeeding annual meeting.


                                       6



Each director shall hold office for the term for which he is elected and until
his successor shall have been elected and qualified or until his earlier
resignation, removal from office or death.

SECTION 7. VACANCIES IN BOARD OF DIRECTORS.

          Any vacancy occurring in the Board of Directors, including any vacancy
created by reason of an increase in the number of directors, may be filled by
the affirmative vote of a majority of the remaining directors even if a majority
of the remaining directors is less than a quorum of the Board of Directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the stockholders. The other members of the Board of
Directors may declare vacant the office of a director who is convicted of a
felony or who is declared of unsound mind by an Order of Court.

SECTION 8. COMPENSATION OF DIRECTORS.

          Directors shall not receive a salary for their services as directors.
By resolution of the Board of Directors a fixed sum and expenses of attendance
may be allowed for attendance at each meeting of the Board of Directors. A
director may serve the Corporation in a capacity other than that of Director and
receive compensation for any services rendered in that other capacity.

SECTION 9. REMOVAL OF DIRECTORS.

          At a meeting of the stockholders called for that purpose, the entire
Board of Directors or any individual director may be removed from office without
assignment of cause by the vote of a majority of the shares entitled to vote at
an election of the directors.

SECTION 10. DIRECTORS' MEETINGS.

          (A) QUORUM AT DIRECTORS' MEETINGS.

          The presence of a majority of the number of directors provided for in
the Articles of Incorporation or the number of directors as subsequently
increased or decreased shall be necessary at any meeting to constitute a quorum
to transact business. The act of a majority of the directors present at a
meeting where a quorum is presented shall be the act of the Board of Directors.

          (B) PLACE OF DIRECTORS' MEETINGS.

          Directors' meetings may be held within or without the State of
Florida.

          (C) TIME OF DIRECTORS' MEETINGS.

          (1) Meetings of the Board of Directors shall be held immediately
     following the annual meeting of the stockholders each year, at such times
     thereafter as the Board of Directors may fix, and at other times upon the
     call of the Chairman of the Board, or the President, or the Secretary, or
     by any two of the directors. Notice of such special meeting


                                       7



     shall be given by the Secretary to each director not less than five (5)
     days before the meeting, unless each director shall waive notice thereof
     before, at, or after the meeting.

          (2) Members of the Board of Directors may participate in a meeting of
     such board by means of conference telephone or similar communications
     equipment by means of which all persons participating in the meeting can
     hear each other at the same time. Participation by such means shall
     constitute presence in person at a meeting.

          (D) WAIVER OF NOTICE OF DIRECTORS' MEETINGS.

          (1) Any director may waive notice of any meeting either before, at, or
     after the meeting. Attendance at a meeting of directors by a director shall
     constitute a waiver of notice of the meeting and waiver of any and all
     objections to the place of the meeting, the time of the meeting, or the
     manner in which it has been called or convened, except when a director
     states, at the beginning of the meeting, any objection to the transaction
     of business because the meeting is not lawfully called or convened.

          (2) Neither the business to be transacted at, nor the purposes of, any
     regular or special meeting of the Board of Directors need be specified in
     the notice of waiver of notice of such meeting.

          (E) ADJOURNMENT OF DIRECTORS' MEETINGS.

          Any meeting of directors may be adjourned. Notice of the adjourned
meeting or of the business to be transacted at such meeting, other than by
announcement at the meeting at which the adjournment is taken shall not be
necessary. At any adjourned meeting at which a quorum is present, any business
may be transacted which could have been transacted at a meeting as originally
called.

SECTION 11. CONFLICTS OF INTEREST.

          (A) No contract or other transaction between this corporation and one
or more of its directors or any other corporation, firm, association or entity
in which one or more of the directors are directors or officers or are
financially interested, shall be either void or voidable because of such
relationship or interest or because such director or directors are present at
the meeting of the Board of Directors or a committee thereof which authorizes,
approves or ratifies such contract or transaction or because his or their votes
are counted for such purpose, if:

          (1) The fact of such relationship or interest is disclosed or known to
     the Board of Directors or committee which authorizes, approves or ratifies
     the contract or transaction by a vote or consent sufficient for the purpose
     without counting the votes or consents of such interested directors; or

          (2) The fact of such relationship or interest is disclosed or known to
     the stockholders entitled to vote and they authorize, approve or ratify
     such contract or transaction by vote or written consent; or


                                       8



          (3) The contract or transaction is fair and reasonable as to the
     corporation at the time it is authorized by the board, a committee or the
     stockholders.

          (B) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or a committee
thereof which authorizes, approves or ratifies such contract or transaction.

SECTION 12. EXECUTIVE AND OTHER COMMITTEES.

          (A) The Board of Directors, by resolution adopted by a majority of the
full Board of Directors, may designate from among its members an executive
committee and one or more other committees each of which, to the extent provided
in such resolution shall have and may exercise all the authority of the Board of
Directors, except that no committee shall have the authority to:

          (1) Approve or recommend to stockholders actions or proposals required
     by law to be approved by stockholders,

          (2) Designate candidates for the office of director, for purposes of
     proxy solicitation or otherwise,

          (3) Fill vacancies on the Board of Directors or any committee thereof,

          (4) Amend the by-laws,

          (5) Authorize or approve the reacquisition of shares unless pursuant
     to a general formula or method specified by the Board of Directors, or

          (6) Authorize or approve the issuance or sale of, or any contract to
     issue or sell, shares or designate the terms of a series of a class of
     shares, except that the Board of Directors, having acted regarding general
     authorization for the issuance or sale of shares, or any contract therefor,
     and, in the case of a series, the designation thereof, may, pursuant to a
     general formula or method specified by the Board of Directors, by
     resolution or by adoption of a stock option or other plan, authorize a
     committee to fix the terms of any contract for the sale of the shares and
     to fix the terms upon which such shares may be issued or sold, including,
     without limitation, the price, the rate or manner or payment of dividends,
     provisions for redemption, sinking fund, conversion, voting or preferential
     rights, and provisions for other features of a class of shares, or a series
     of a class of shares, with full power in such committee to adopt any final
     resolution setting forth all the terms thereof and to authorize the
     statement of the terms of a series for filing with the Department of State.

          (B) The Board of Directors, by resolution adopted in accordance with
this section, may designate one or more directors as alternative members of any
such committee, who


                                       9



may act in the place and stead of any absent member or members at any meeting of
such committee.

SECTION 13. ACTION BY WRITTEN CONSENT.

          Any action of the Board of Directors or of the Executive Committee
which is required or permitted to be taken at a meeting may be taken without a
meeting if a consent in writing, setting forth the action so to be taken, signed
by all of the members of the Board of Directors or of the Executive Committee,
as the case may be, is filed in the Minutes of the proceedings of the Board of
Directors or the Executive Committee prior to the taking of such action. Such
consent shall have the same effect as a unanimous vote.

                             ARTICLE III. OFFICERS.

SECTION 1. OFFICERS.

          The officers of this corporation shall consist of a President, a
Secretary and a Treasurer, each of whom shall be elected by the Board of
Directors (at the first meeting of directors immediately following the annual
meeting of stockholders of this corporation, and shall serve until their
successors are chosen and qualify). Such other officers and assistant officers
and agents as may be deemed necessary, including one or more Vice Presidents,
may be elected or appointed by the Board of Directors from time to time. Any two
or more offices may be held by the same person. The failure to elect a
President, Secretary or Treasurer shall not affect the existence of this
corporation. No person holding two or more offices shall sign any instruments in
the capacity of more than one office.

SECTION 2. POWER AND DUTIES OF PRESIDENT.

          The President shall be the chief executive officer of the Corporation
and shall have general and active management of the business and affairs of the
Corporation, subject to the directions of the Board of Directors. He shall
preside at meetings of the stockholders and, unless a Chairman of the Board of
Directors has been elected and is present, shall preside at meetings of the
Board of Directors.

SECTION 3. POWERS AND DUTIES OF VICE PRESIDENT.

          In the event that a Vice President is elected, (or in the event that
more than one Vice President is elected, the Vice Presidents in the order of
their election) shall, in the absence, inability, or refusal to act of the
President, perform the duties and exercise the powers of the President. In the
absence of the President, the Vice President shall preside at meetings of the
stockholders and the Board of Directors. He shall also perform whatever duties
and have whatever powers the Board of Directors or President may from time to
time assign him.

SECTION 4. POWERS AND DUTIES OF SECRETARY.


                                       10



          The Secretary shall have custody of, and maintain, all of the
corporate records, except the financial records. He shall record the Minutes of
the stockholders and Board of Directors, send out all notice to meetings, and
perform such other duties as may be prescribed by the Board of Directors or the
President.

SECTION 5. POWERS AND DUTIES OF TREASURER.

          The Treasurer shall have custody of all corporate funds and financial
records, shall keep full and accurate accounts of receipts and disbursements and
render account thereof at the annual meetings of stockholders and whenever else
required by the Board of Directors or President, and shall perform such other
duties as may be prescribed by the Board of Directors or President.

SECTION 6. REMOVAL OF OFFICERS.

          (A) Any officer or agent elected or appointed by the Board of
Directors may be removed by the board whenever in its judgment the best
interests of the corporation will be served thereby.

          (B) Any vacancy, however occurring, in any office may be filled by the
Board of Directors.

          (C) Removal of any officer shall be without prejudice to the contract
rights, if any, of the person so removed; however, election or appointment of an
officer or agent shall not of itself create contract rights.

                          ARTICLE IV. STOCK CERTIFICATE

SECTION 1. AUTHORIZED ISSUANCE OF STOCK CERTIFICATES.

          The Corporation may only issue the shares of stock authorized by its
Certificate of Incorporation and none other.

SECTION 2. ISSUANCE OF STOCK CERTIFICATES.

          Every stockholder shall be entitled to have, for each kind, class and
series of stock held, a certificate certifying the number of shares thereof held
of record by him. Certificates shall be signed by the President or a Vice
President, and the Secretary or an Assistant Secretary, and sealed with the seal
of the Corporation. No certificate shall be issued for any share until such
share is fully paid. In case any officer who signed such certificate shall have
ceased to be such officer before such certificate is issued, it may be issued by
the corporation with the same effect as if he were such officer at the date of
its issuance.

SECTION 3. FORM OF STOCK CERTIFICATE.


                                       11



          (A) Each certificate representing shares shall state upon the face
thereof: the name of the corporation, that the corporation is organized under
the laws of this state; the name of the person or persons to whom issued; the
number and class of shares, and the designation of the series, if any, which
such certificate represents; and the par value of each share represented by such
certificate, or a statement that the shares are without par value.

          (B) Every certificate representing shares issued by this corporation
shall set forth or fairly summarize upon the face or back of the certificate, or
shall state that the corporation will furnish to any shareholder upon request
and without charge a full statement of, the designations, preferences,
limitations and relative rights of the shares of each class or series authorized
to be issued, and the variations in the relative rights and preferences between
the shares of each series so far as the same have been fixed and determined, and
the authority of the Board of Directors to fix the determine and relative rights
and preferences of subsequent series.

          (C) Every certificate representing shares which are restricted as to
the sale, disposition or other transfer of such shares shall state that such
shares are restricted as to transfer and shall set forth or fairly summarize
upon the certificate, or shall state that the corporation will furnish to any
shareholder upon request and without charge a full statement of, such
restrictions.

SECTION 4. TRANSFER OF STOCK CERTIFICATES.

          No transfer of stock shall be valid against the Corporation until it
shall have been registered upon the Corporation's books in the following manner:
The person named as the stockholder in the stock certificate, or his attorney in
fact so constituted in writing, shall surrender such stock certificates and in
writing direct the transfer thereof.

                  ARTICLE V. BOOKS, RECORDS AND FINANCIAL DATA

SECTION 1. BOOKS AND RECORDS.

          (A) The corporation shall keep correct and complete books and records
of account and shall keep minutes of the proceedings of its stockholders, board
of directors and committees of directors.

          (B) The corporation shall keep at its registered office or principal
place of business, or at the office of its transfer agent or registrar, a record
of its stockholders, giving the names and addresses of all stockholders, and the
number, class and series, if any, of the shares held by each.

          (C) Any books, records and minutes may be in written form or in any
other form capable of being converted into written form within a reasonable
time.

SECTION 2. STOCKHOLDERS' INSPECTION RIGHTS.

          Any person who shall have been a holder of record of shares or of
voting trust certificates therefor at least six (6) months immediately
preceeding his demand or shall be the


                                       12



holder of record of, or the holder of record of voting trust certificates for,
at least five (5%) percent of the outstanding shares of any class of series of
the corporation, upon written demand stating the purpose thereof, shall have the
right to examine, in person or by agent or attorney, at any reasonable time or
times, for any proper purpose its relevant books and records of accounts,
minutes and records of shareholders and to make extracts therefrom. The right of
inspection shall not extend to any person who has within two (2) years sold or
offered for sale any list of stockholders or of holders of voting trust
certificates or shares of this Corporation or any other corporation, has aided
or abetted any person in procuring any list of stockholders or of holders of
voting trust certificates for any such purpose, has improperly used any
information secured through any prior examination of the books and records of
account, minutes, or record of stockholders or of holders of voting trust
certificates for shares of this Corporation or any other corporation, or was not
acting in good faith or for a proper purpose in making this demand.

SECTION 3. FINANCIAL INFORMATION.

          (A) The fiscal year shall be designated by the Board of Directors. Not
later than four (4) months after the close of each fiscal year, this corporation
shall prepare a balance sheet showing in reasonable detail the financial
condition of the corporation as of the close of its fiscal year, and a profit
and loss statement showing the results of the operations of the corporation
during its fiscal year.

          (B) Upon the written request of any stockholder or holder of voting
trust certificates for shares of the corporation, the corporation shall mail to
such stockholder or holder of voting trust certificates a copy of the most
recent such balance sheet and profit and loss statement.

          (C) The balance sheets and profit and loss statements shall be filed
in the registered office of the corporation in this state, shall be kept for at
least five (5) years, and shall be subject to inspection during business hours
by any stockholder or holder of voting trust certificates, in person or by
agent.

                              ARTICLE VI. DIVIDENDS

          The Board of Directors of this corporation may, from time to time,
declare and the corporation may pay dividends on its shares in cash, property or
its own shares, except when the corporation is insolvent or when the payment
thereof would render the corporation insolvent, or the declaration or payment
thereof would be contrary to any restrictions contained in the Articles of
Incorporation, subject to the following provisions:

          (A) Dividends in cash or property may be declared and paid, except as
otherwise provided in this section, only out of the unreserved and unrestricted
earned surplus of the corporation or out of capital surplus, howsoever arising
but each dividend paid out of capital surplus shall be identified as a
distribution of capital surplus, and the amount per share paid from such surplus
shall be disclosed to the stockholders receiving the same concurrently with the
distribution.


                                       13



          (B) Dividends may be declared and paid in the corporation's own
treasury shares.

          (C) Dividends may be declared and paid in the corporation's own
authorized but unissued shares out of any unreserved and unrestricted surplus of
the corporation upon the following conditions:

          (1) If a dividend is payable in shares having a par value, such shares
     shall be issued at not less than the par value thereof and there shall be
     transferred to stated capital at the time such dividend is paid an amount
     of surplus equal to the aggregate par value of the shares to be issued as a
     dividend.

          (2) If a dividend is payable in shares without par value, such shares
     shall be issued at such stated value as shall be fixed by the Board of
     Directors by resolution adopted at the time such dividend is declared, and
     there shall be transferred to stated capital at the time such dividend is
     paid an amount of surplus equal to the aggregate stated value so fixed in
     respect of such shares; and the amount per share so transferred to stated
     capital shall be disclosed to the stockholders receiving such dividend
     concurrently with the payment thereof.

          (D) No dividend payable in shares of any class shall be paid to the
holders of shares of any other class unless the Articles of Incorporation so
provide or such payment is authorized by the affirmative vote or the written
consent of the holders of at least a majority of the outstanding shares of the
class in which the payment is to be made.

          (E) A split-up or division of the issued shares of any class into a
greater number of shares of the same class without increasing the stated capital
of the corporation shall not be construed to be a share dividend within the
meaning of this section.

                           ARTICLE VII. CORPORATE SEAL

          The Board of Directors shall provide a suitable corporate seal which
shall be circular in form and shall have the name of the Corporation, the year
and place of incorporation, and words indicating that it is a seal inscribed
thereon. It may be facsimile, engraved, printed, or an impression seal.

                       ARTICLE VIII. AMENDMENT OF BY-LAWS

          The By-Laws may be repealed or amended, and new By-Laws may be
adopted, by either the Board of Directors or the stockholders, but the Board of
Directors may not amend or repeal any By-Laws adopted by stockholders if the
stockholders specifically provide such By-Law is not subject to amendment or
repeal by the directors.


                                       14

EX-3.102

                                                                   Exhibit 3.102

                               ARTICLES OF MERGER

                                       OF

                             FLORIDA MEDI-CAR, INC.

                                       AND

                        MEDI-CAR AMBULANCE SERVICE, INC.

To the Secretary of State
State of Florida

Pursuant to the provisions of the Florida Business Corporation Act, the domestic
corporations herein named do hereby adopt the following articles of merger.

     1. The following annexed hereto and made a part hereof is the Agreement and
Plan of Merger for merging Florida Medi-Car, Inc. with and into Medi-Car
Ambulance Service, Inc. as approved and adopted by written consent of the sole
shareholder of Florida Medi-Car, Inc. entitled to vote thereon given on December
20, 1995 in accordance with the provisions of Section 607.0704 the Florida
Business Corporation Act.

     2. Medi-Car Ambulance Service, Inc. will continue its existence as the
surviving corporation under its present name pursuant to the provisions of the
Florida Business Corporation Act.

     3. The effective time and date of the merger herein provided for shall be
11:59 p.m. on December 31, 1995.

Executed on December 21, 1995.

                                        FLORIDA MEDI-CAR, INC.


                                        By: /s/ X
                                            ------------------------------------
                                            Chief Executive Officer


                                        MEDI-CAR AMBULANCE SERVICE, INC.


                                        By: /s/ X
                                            ------------------------------------
                                            Chief Executive Officer



     AGREEMENT AND PLAN OF MERGER adopted for Florida Medi-Car, Inc., a business
corporation organized under the laws of the State of Florida, by resolution of
its Board of Directors on December 20, 1995, and adopted for Medi-Car Ambulance
Service, Inc., a business corporation organized under the laws of the State of
Florida, by resolution of its Board of Directors on December 20, 1995. The names
of the corporations planning to merge are Florida Medi-Car, Inc., a business
corporation organized under the laws of the State of Florida, and Medi-Car
Ambulance Service, Inc., a business corporation organized under the laws of the
State of Florida. The name of the surviving corporation into which Florida
Medi-Car, Inc. plans to merge is Medi-Car Ambulance Service, Inc.

     1. Florida Medi-Car, Inc. and Medi-Car Ambulance Service, Inc. shall,
pursuant to the provisions of the Florida Business Corporation Act, be merged
with and into a single corporation, to wit, Medi-Car Ambulance Service, Inc.,
which shall be the surviving corporation at the effective time, as defined in
the Articles of Merger, and date of the merger and which is sometimes
hereinafter referred to as the "surviving corporation", and which shall continue
to exist as said surviving corporation under its present name pursuant to the
provisions of the Florida Business Corporation Act. The separate existence of
Florida Medi-Car, Inc., which is sometimes hereinafter referred to as the
"non-surviving corporation", shall cease at the effective time and date of the
merger in accordance with the provisions of the Florida Business Corporation
Act.

     2. The Articles of Incorporation of the surviving corporation at the
effective time and date of the merger shall be the Articles of Incorporation of
said surviving corporation and said Articles of Incorporation shall continue in
full force and effect until amended and changed in the manner prescribed by the
provisions of the Florida Business Corporation Act.

     3. The present bylaws of the surviving corporation will be the bylaws of
said surviving corporation and will continue in full force and effect until
changed, altered, or amended as therein provided and in the manner prescribed by
the provisions of the Florida Business Corporation Act.

     4. The directors and officers in office of the surviving corporation at the
effective time and date of the merger shall be the members of the first Board of
Directors and the first officers of the surviving corporation, all of whom shall
hold their respective offices until the election and qualification of their
successors or until their tenure is otherwise terminated in accordance with the
bylaws of the surviving corporation.

     5. Each issued share of the non-surviving corporation immediately prior to
the effective time and date of the merger shall, at the effective time and date
of the merger, be converted into shares of the surviving corporation. The issued
shares of the surviving corporation shall not be converted or exchanged in any
manner, but each said share which is issued at the effective time and date of
the merger shall continue to represent one issued share of the surviving
corporation.

     6. The Agreement and Plan of Merger herein made was submitted and approved
by the shareholders of the non-surviving corporation and the shareholders of the
surviving corporation


                                        2



on December 20, 1995 in the manner prescribed by the provisions of the Florida
Business Corporation Act.

     7. In the event that the Plan of Merger shall have been approved by the
shareholders entitled to vote of the non-surviving corporation and by the
shareholders entitled to vote of the surviving corporation in the manner
prescribed by the provisions of the Florida Business Corporation Act, the
non-surviving corporation and the surviving corporation hereby stipulate that
they will cause to be executed and filed and/or recorded any document or
documents prescribed by the laws of the State of Florida, and that they will
cause to be performed all necessary acts therein and elsewhere to effectuate the
merger.

     8. The Board of Directors and the proper officers of the non-surviving
corporation and the Board of Directors and the proper officers of the surviving
corporation, respectively, are hereby authorized, empowered, and directed to do
any and all acts and things, and to make, execute, deliver, file and/or record
any and all instruments, papers, and documents which shall be or become
necessary, proper, or convenient to carry out or put into effect any of the
provisions of this Plan of Merger or of the merger herein provided for.


                                        3



     IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first written above.

Attest:                                 FLORIDA MEDI-CAR, INC.


/s/ X                                   By /s/ X
- -------------------------------------      -------------------------------------
                                           Chief Executive Officer


Attest:                                 MEDI-CAR AMBULANCE SERVICE, INC.


/s/ X                                   By /s/ X
- -------------------------------------      -------------------------------------
                                           Chief Executive Officer


                                        4



                            ARTICLES OF INCORPORATION

                                       OF

                        MEDI-CAR AMBULANCE SERVICE, INC.

                                   ARTICLE I.

     The name of this Corporation is:

                        MEDI-CAR AMBULANCE SERVICE, INC.

                                   ARTICLE II.

     This Corporation shall exist in perpetuity commencing on the date of
execution and acknowledgement of these Articles of Incorporation.

                                  ARTICLE III.

     This Corporation is organized for the following purposes, i e:

To engage in the business of furnishing emergency and non-emergency ambulance
service pursuant to the Laws of the State of Florida and all other business
purposes.

and for the purpose of transacting any and all lawful business.

                                   ARTICLE IV.

     This Corporation is authorized to issue 60 shares of $_____ no ____ par
value common stock which shall be designated as "Common Shares".

                                   ARTICLE V.

SECTION I.

     In the event of any voluntary or involuntary liquidation, dissolution, of
winding up of this Corporation, the assets of the Corporation shall be payable
to and distributed ratably among the holders of record of the Common Shares.

SECTION II: VOTING RIGHTS:

     Except as otherwise provided by Law, the entire voting power for the
election of Directors and for all other purposes shall be vested exclusively in
the holders of the outstanding Common Shares.

                                   ARTICLE VI.


                                        5



     PREEMPTIVE RIGHTS:

     Every shareholder, upon the sale for cash of any new stock of this
Corporation of the same kind, class or series as that which he already holds,
shall have the right to purchase his pro-rata share thereof (as nearly as may be
done without issuance of fractional shares) at the price at which it is offered
to others.

                                  ARTICLE VII.

     The street address of the initial registered office of this Corporation is:
755 N. W. 28th Street, Miami, Florida

and the name of the initial registered agent of this Corporation at that address
is: DOUGLAS R. PARENT

                                  ARTICLE VIII.

     This Corporation shall have 3 Director(s) initially. The number of
Directors may be either increased or diminished from time to time by the By-Laws
but shall never be less than one (1). The name(s) and address(es) of the initial
Director(s) of this Corporation is (are):

     RAYMOND G. PARENT, JR.   755 N. W. 28th Street, Miami, Florida
     DOUGLAS R. PARENT        755 N. W. 28th Street, Miami, Florida
     GARY J. PARENT           755 N. W. 28th Street, Miami, Florida

                                   ARTICLE IX.

     The name and address of the person signing these Articles of Incorporation
is:

     DOUGLAS R. PARENT
     755 N. W. 28th Street
     Miami, Florida

                                   ARTICLE X.

AMENDMENT:

     This Corporation reserves the right to amend or repeal any provisions
contained in these Articles of Incorporation, or any amendments thereto, and any
right conferred upon the shareholders is subject to this reservation.


                                        6



     IN WITNESS WHEREOF, the undersigned subscriber has executed these Articles
of Incorporation this the 28th day of March A.D. 197


                                        /s/ Douglas R. Parent
                                        ----------------------------------------
                                        SUBSCRIBER
                                        DOUGLAS R. PARENT

STATE OF FLORIDA   )
                   )
COUNTY OF DADE     )

     BEFORE ME, the undersigned authority, to me well known, personally,
appeared DOUGLAS R. PARENT, who, being first duly sworn deposes and states on
oath that he executed the foregoing Articles of Incorporation.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal, this the 28th day
of March, A.D. 1979 in the County and State aforesaid.


                                        /s/ X
                                        ----------------------------------------


                                        7

EX-3.103

                                                                   Exhibit 3.103

                                     BYLAWS

                                       OF

                        MEDI-CAR AMBULANCE SERVICE, INC.

                      ARTICLE I. MEETINGS OF SHAREHOLDERS.

     Section 1. Annual Meeting. The annual meeting of the shareholders of this
corporation shall be held on the 29th day of March of each year or at such other
time and place designated by the Board of Directors of the corporation. Business
transacted at the annual meeting shall include the election of directors of the
corpor- ation. If the designated day shall fall on a Sunday or legal holiday,
then the meeting shall be held on the first business day thereafter.

     Section 2. Special Meetings. Special meetings of the shareholders shall be
held when directed by the President or the Board of Directors, or when requested
in writing by the holders of not less than 10% of all the shares entitled to
vote at the meeting. A meeting requested by shareholders shall be called for a
date not less than 10 nor more than 60 days after the request is made, unless
the shareholders requesting the meeting designate a later date. The call for the
meeting shall be issued by the Secretary, unless the President, Board of
Directors, or shareholders requesting the meeting shall designate another person
to do so.



     Section 3. Place. Meetings of shareholders shall be held at the principal
place of business of the corporation or at such other place as may be designated
by the Board of Directors.

     Section 4. Notice. Written notice stating the place, day and hour of the
meeting and, in the case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than 10 nor more than 60 days
before the meeting, either personally or by first class mail, by or at the
direction of the President, the Secretary or the officer or persons calling the
meeting to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail addressed to the shareholder at his address as it appears on the
stock transfer books of the corporation, with postage thereon prepaid.

     Section 5. Notice of Adjourned Meeting. When a meeting is adjourned to
another time or place, it shall not be necessary to give any notice of the
adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken, and at the adjourned
meeting any busines may be transacted that might have been transacted on the
original date of the


                                       2



meeting. If, however, after the adjournment the Board of Directors fixes a new
record date for the adjourned meeting, a notice of the adjourned meeting shall
be given as provided in this Article to each shareholder of record on the new
record date entitled to vote at such meeting.

     Section 6. Shareholder Quorum and Voting. 51% of the shares entitled to
vote, represented in person or by proxy, shall constitute a quorum at a meeting
of shareholders.

     If a quorum is present, the affirmative vote of 51% of the shares
represented at the meeting and entitled to vote on the subject matter shall be
the act of the shareholders unless otherwise provided by law.

     Section 7. Voting of Shares. Each outstanding share shall be entitled to
one vote on each matter submitted to a vote at a meeting of shareholders.

     Section 8. Proxies. A shareholder may vote either in person or by proxy
executed in writing by the shareholder or his duly authorized attorney-in-fact.
No proxy shall be valid after the duration of 11 months from the date thereof
unless otherwise provided in the proxy.


                                       3



     Section 9. Action by Shareholders Without a Meeting. Any action required by
law, these bylaws, or the Articles of Incorporation of this corporation to be
taken at any annual or special meeting of shareholders, or any action which may
be taken at any annual or special meeting of shareholders, may be taken without
a meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted, as is provided by law.

                              ARTICLE II. DIRECTORS

     Section 1. Function. All corporate powers shall be exercised by or under
the authority of, and the business and affairs of the corporation shall be
managed under the direction of, the Board of Directors.

     Section 2. Qualification. Directors shall be residents of this state and
shareholders of this corporation.

     Section 3. Compensation. Board of Directors shall have authority to fix the
compensation of directors.

     Section 4. Presumption of Assent. A director of the corporation who is
present at a meeting of the Board of Directors


                                       4



at which action on any corporate matter is taken shall be presumed to have
assented to the action taken unless he votes against such action or abstains
from voting in respect thereto because of an asserted conflict of interest.

     Section 5. Number. This corporation shall have three directors.

     Section 6. Election and Term. Each person named in the Articles of
Incorporation as a member of the initial Board of Directors shall hold office
until the first annual meeting of shareholders, and until his successor shall
have been elected and qualified or until his earlier resignation, removal from
office or death.

     At the first annual meeting of shareholders and at each annual meeting
thereafter the shareholders shall elect directors to hold office until the next
succeeding annual meeting. Each director shall hold office for a term for which
he is elected and until his successor shall have been elected and qualified or
until his earlier resignation, removal from office or death.

     Section 7. Vacancies. Any vacancy occurring in the Board of Directors,
including any vacancy created by reason of an increase in the number of
directors, may be filled by the affirmative vote of a majority of the remaining
directors though less than a quorum of the Board of Directors. A


                                       5



director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.

     Section 8. Removal of Directors. At a meeting of shareholders called
expressly for that purpose, any director or the entire Board of Directors may be
removed, with or without cause, by a vote of the holders of 51% of the shares
then entitled to vote at an election of directors.

     Section 9. Quorum and Voting. 51% of the number of directors fixed by these
bylaws shall constitute a quorum for the transaction of business. The act of 51%
of the directors present at a meeting at which a quorum is present shall be the
act of the Board of Directors.

     Section 10. Executive and Other Committees. The Board of Directions, by
resolution adopted by 51% of the full Board of Directors, may designate from
among its members an executive committee and one or more other committees each
of which, to the extent provided in such resolution shall have and may exercise
all the authority of the Board of Directors, except as is provided by law.

     Section 11. Place of Meeting. Regular and special meetings of the Board of
Directors shall be held 755 N. W. 28th Street, Miami, Florida

     Section 12. Time, Notice and Call of Meetings. Regular meetings of the
Board of Directors shall be held without notice


                                       6



on last Thursday of March of each year.

     Written notice of the time and place of special meetings of the Board of
Directors shall be given to each director by either personal delivery, telegram
or cablegram at least 5 days before the meeting or by notice mailed to the
director at least 2 days before the meeting.

     Notice of a meeting of the Board of Directors need not be given to any
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and waiver of any and all objections to the place of the meeting,
the time of the meeting, or the manner in which it has been called or convened,
except when a director states, at the beginning of the meeting, any objection to
the trans action of business because the meeting is not lawfully called or
convened.

     Neither the business to be transacted at, nor the purpose of, any regular
or special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.

     A majority of the directors present, whether or not a quorum exists, may
adjourn any meeting of the Board of Directors to another time and place. Notice
of any such adjourned meeting shall be given to the directors who were not
present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.


                                       7



     Meetings of the Board of Directors may be called by the chairman of the
board, by the president of the corporation or by any two directors.

     Members of the Board of Directors may participate in a meeting of such
board by means of a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other at
the same time. Participation by such means shall constitute presence in person
at a meeting.

     Section 13. Action Without a Meeting. Any action required to be taken at a
meeting of the Board of Directors, or any action which may be taken at a meeting
of the Board of Directors or a committee thereof, may be taken without a meeting
if a consent in writing, setting forth the action so to be taken, signed by all
the directors, or all the members of the committee, as the case may be, is filed
in the minutes of the proceedings of the board or of the committee. Such consent
shall have the same effect as a unanimous vote.

                              ARTICLE III. OFFICERS

     Section 1. Officers. The officers of this corporation shall consist of a
president, a vice president, a secretary and a treasurer, each of whom shall be
elected by the Board of Directors. Such other officers and assistant officers
and agents as may be deemed necessary may be elected or appointed


                                       8



by the Board of Directors from time to time. Any two or more offices may be held
by the same person.

     Section 2. Duties. The officers of this corpora- tion shall have the
following duties:

     The President shall be the chief executive officer of the corporation,
shall have general and active management of the business and affairs of the
corporation subject to the directions of the Board of Directors, and shall
preside at all meetings of the shareholders and Board of Directors.

     The Vice President shall in the event of the absence or inability of the
President to exercise his office become acting president of the organization
with all the rights, privi- leges and powers as if he had been duly elected
president.

     The Secretary shall have custody of, and maintain, all of the corporate
records except the financial records, shall record the minutes of all meetings
of the shareholders and Board of Directors, send all notices of all meetings and
perform such other duties as may be prescribed by the Board of Directors or the
President.

     The Treasurer shall have custody of all corporate funds and financial
records, shall keep full and accurate accounts of receipts and disbursements and
render accounts thereof at the annual meetings of shareholders and whenever else
required by the Board of Directors or the President, and shall perform such
other duties as may be prescribed by the Board of Directors or the President.


                                       9



     Section 3. Removal of Officers. An officer or agent elected or appointed by
the Board of Directors may be removed by the board whenever in its judgment the
best interests of the corporation will be served thereby.

     Any vacancy in any office may be filed by the Board of Directors.

                         ARTICLE IV. STOCK CERTIFICATES

     Section 1. Issuance. Every holder of shares in this corporation shall be
entitled to have a certificate representing all shares to which he is entitled.
No certificate shall be issued for any share until such share is fully paid.

     Section 2. Form. Certificates representing shares in this corporation shall
be signed by the President or Vice President and the Secretary or an Assistant
Secretary and may be sealed with the seal of this corporation or a facsimile
thereof.

     Section 3. Transfer of Stock. The corporation shall register a stock
certificate presented to it for transfer if the certificate is properly endorsed
by the holder of record or by his duly authorized attorney.

     Section 4. Lost, Stolen, or Destroyed Certificates. If the shareholder
shall claim to have lost or destroyed a certificate of shares issued by the
corporation, a new certificate shall be issued upon the making of an affidavit


                                       10



of that fact by the person claiming the certificate of stock to be lost, stolen
or destroyed, and, at the discretion of the Board of Directors, upon the deposit
of a bond or other indemnity in such amount and with such sureties, if any, as
the board may reasonably require.

                          ARTICLE V. BOOKS AND RECORDS.

     Section 1. Books and Records. This corporation shall keep correct and
complete books and records of account and shall keep minutes of the proceedings
of its shareholders, Board of Directors and committees of directors. This
corporation shall keep at its registered office or principal place of business a
record of its shareholders, giving the names and addresses of all shareholders
and the number of the shares held by each. Any books, records and minutes may be
in written form or in any other form capable of being converted into written
form within a reasonable time.

     Section 2. Shareholders' Inspection Rights. Any person who shall have been
a holder of record of shares or of voting trust certificates therefor at least
six months immediately preceding his demand or shall be the holder of record of,
or the holder of record of voting trust certificates for, at least five percent
of the outstanding shares of the corporation, upon written demand stating the
purpose thereof,


                                       11



shall have the right to examine, in person or by agent or attorney, at any
reasonable time or times, for any proper purpose its relevant books and records
of accounts, minutes and records of shareholders and to make extracts therefrom.

     Section 3. Financial Information. Not later than four months after the
close of each fiscal year, this corporation shall prepare a balance sheet
showing in reasonable detail the financial condition of the corporation as of
the close of its fiscal year, and a profit and loss statement showing the
results of the operations of the corporation during its fiscal year.

     Upon the written request of any shareholder or holder of voting trust
certificates for shares of the corporation, the corporation shall mail to each
shareholder or holder of voting trust certificates a copy of the most recent
such balance sheet and profit and loss statement.

     The balance sheets and profit and loss statements shall be filed in the
registered office of the corporation in this state, shall be kept for at least
five years, and shall be subject to inspection during business hours by any
shareholder or holder of voting trust certificates, in person or by agent.


                                       12



                             ARTICLE VI. DIVIDENDS.

     The Board of Directors of this corporation may, from time to time, declare
and the corporation may pay dividends on its shares in cash, property or its own
shares, except when the corporation is insolvent or when the payment thereof
would render the corporation insolvent, subject to the provisions of the Florida
Statutes.

                          ARTICLE VII. CORPORATE SEAL.

     The Board of Directors shall provide a corporate seal which shall be in
circular form.

                            ARTICLE VIII. AMENDMENT.

     These bylaws may be altered, amended or repealed, and new bylaws may be
adopted, by


                                       13



                        ARTICLE IX. MEDICAL EXPENSE PLAN.

     Section, 1. Benefits. The Corporation shall reimburse all eligible
employees for expenses incurred by themselves and their dependents, as defined
in IRC S152, as amended, for medical care, as defined in IRC S213(e), as
amended, subject to the conditions and limitations as hereinafter set forth.

     It is the intention of the Corporation that the benefits payable to
eligible employees hereunder shall be excluded from their gross income pursuant
to IRC S105, as amended.

     Section 2. Eligibility. ___________________________________________________
______________________________________________________ employed on a full time
basis at the inception of this Plan, including those who may be absent due to
illness or injury on said date, are eligible employees under the Plan. An
employee shall be considered employed on a full time basis if said employee
customarily works at least seven months in each year and twenty hours in each
week.

     Any person hereafter becoming
_________________________________________________________ employed on a full
time basis shall be eligible ___________________________________________________
_____________________________________ under this plan.

     Section 3. Limitations. The Corporation shall reimburse any eligible
employee no more than $_______________


                                       14



in any fiscal year for medical care expenses.

     Reimbursement or payment provided under this Plan shall be made by the
Corporation only in the event and to the extent that such reimbursement or
payment is not provided under any insurance policy(ies), whether owned by the
Corpor- ation or the employee, or under any other health and accident or wage
continuation plan.

     In the event that there is such an insurance policy or plan in effect
providing for reimbursement in whole or in part, then to the extent of the
coverage under such policy or plan, the Corporation shall be relieved of any and
all liability hereunder.

     Section 4. Submission of Proof. Any eligible employee applying for
reimbursement under this Plan shall submit to the Corporation, at least
quarterly, all bills for medical care, including premium notices for accident or
health insurance, for verification by the Corporation prior to payment. Failure
to comply herewith, may at the discretion of the Corporation, terminate such
eligible employee's right to said reimbursement.

     Section 5. Discontinuation. This Plan shall be subject to termination at
any time by vote of the board of directors of the Corporation; provided,
however, that medical care expenses incurred prior to such termination shall be
reimbursed or paid in accordance with the terms of this Plan.


                                       15



     Section 6. Determination. The president shall determine all questions
arising from the administration and interpretation of the Plan except where
reimbursement is claimed by the president. In such case determination shall be
made by the board of directors.


                                       16

EX-3.104

                                                                   Exhibit 3.104

STATE OF GEORGIA

COUNTY OF COBB

                            ARTICLES OF INCORPORATION

                                       OF

                             MEDIC ONE OF COBB, INC.

                                       I.

      The name of the corporation is "Medic One of Cobb, Inc."

                                       II.

      The corporation is organized pursuant to the provisions of the Georgia
Business Corporation Code.

                                      III.

      The corporation shall have perpetual duration.

                                       IV.

      The corporation shall have authority, acting by its board of directors, to
issue not more than 100,000 shares of a common class stock, having no par value.

                                       V.

      The corporation shall not commence business until it shall have received
consideration of not less than five hundred dollars ($500.00) in value for the
issuance of its shares.

                                      VI.

      The address of the initial registered office of the corporation is 2279
Benson Poole Road, Smyrna, Georgia 30081, and the initial registered agent of
the corporation at such address is Mark Westbrook.



                                      VII.

      The initial board of directors shall consist of two (2) members, the name
and address of each of which is as follows:

      Mark Westbrook                    Eddie Randall Lummus
      2628 Bent Hickory Drive           2950 N. Cobb Parkway
      Smyrna, Georgia  30082            Kennesaw, Georgia  30144

                                      VIII.

      The name and address of the incorporator is: Eddie Randall Lummus, 2950 N.
Cobb Parkway, Kennesaw, Georgia 30144.

                                      IX.

      The mailing address of the initial principal office of the corporation is
2279 Benson Poole Road, Smyrna, Georgia 30081.

                                       X.

      The corporation shall be authorized to issue its common stock in
accordance with the provisions of Section 1244 of the Internal Revenue Code of
1933, as amended, pursuant to such prior plans as it may from time to time
adopt, and the Board of Directors of the Corporation shall be authorized to
adopt the initial plan for the issuance of such common stock at its first
organizational meeting.

      IN WITNESS WHEREOF, the undersigned attorney for incorporator has executed
these Articles of Incorporation.

      This 4 day of June, 1991.

                                                          /s/Randal Akers
                                                       ------------------------
                                                       Randal Akers
                                                       Attorney for Incorporator

2839 Cherokee Street, N.W.
P.O. Box 156
Kennesaw, Georgia  30144

                                       2

EX-3.105

                                                                   Exhibit 3.105

                                     BY-LAWS

                                       OF

                             MEDIC ONE OF COBB, INC.

                                   ARTICLE ONE

                                     Offices

     1.1 The address of the registered office of the Corporation is 2279 Benson
Poole Road, Smyrna, Georgia 30081, and the name of the registered agent at this
address is Mark Westbrook.

     1.2 The Corporation may have offices at such place or places (within or
without the State of Georgia) as the Board of Directors may from time to time
determine, or the business of the Corporation may require or make desirable.

                                   ARTICLE TWO

                                 Shares of Stock

     2.1 Share certificates shall be numbered in the order in which they are
issued. They shall be signed by the President and the seal of the Corporation
shall be affixed thereto. Share certificates shall be bound in a book and shall
be issued in consecutive order therefrom. On the sheet provided for each
certificate in the certificate book there shall be entered the name of the
person or persons owning the shares, the number of shares and the date of issue.
Share certificates exchanged or returned shall be canceled by the Secretary and
placed in their original place in the certificate book.

     2.2 Transfers of shares shall be made in the certificate book of the
Corporation by the holder in person or by power of attorney, or by surrender of
the old certificates for such shares, duly assigned.

     2.3 The holder of the common shares shall be entitled to one vote for each
share of stock outstanding in his or her name.

                                  ARTICLE THREE

                              Shareholder's Meeting

     3.1 The annual meeting of shareholders of the Corporation shall be on the
first Monday of the second month after the close of the fiscal year, within or
without the State of Georgia, at such place or places as may from time to time
be fixed by the Board of Directors.

     3.2 At all meetings of shareholders, the holders of common stock shall be
entitled to cast their one vote for each share of common stock either in person
or by written proxy.

     3.3 Written notice stating the place, day and hour of the meeting, and in
case of a special meeting, the purpose(s) for which the meeting is called, shall
be delivered not less than ten (10) nor more than fifty (50) days before the
date of the meeting to each shareholder of record entitled to vote at such
meetings. Special meetings of shareholders may be called at any time by the
President, Board of Directors or any holder of as much as one-fourth of the
outstanding shares of stock of the Corporation. Attendance at such meeting in
person or by proxy shall constitute a waiver of notice thereof except when a
shareholder attends solely for the stated purpose of objecting to the
transaction of business. Such purpose must be manifested at the very beginning
of the meeting.

     3.4 Notice of any special meeting of shareholders all state the purpose or
purposes for which the meeting is called.

     3.5 At all meetings of shareholders a majority of the outstanding shares of
stock present at the meeting shall constitute a quorum for the transaction of
business, and no resolution or business shall be transacted without the
favorable vote of a majority of the shares represented at the meeting and
entitled to vote. A lesser number may adjourn from day to day.

     3.6 Any action to be taken at a meeting of the shareholders of the
Corporation, or any action that may be taken at a meeting of shareholders, may
be taken without a meeting if a consent in writing setting forth the action so
taken shall be signed by all of the shareholders entitled to vote with respect
to the subject matter thereof.

                                  ARTICLE FOUR

                                    Directors

     4.1 Subject to these By-Laws, Articles of Incorporation or any lawful
agreement between the shareholders, the full and entire management of the
affairs and business of the Corporation shall be bested in the Board of
Directors, which shall have and may exercise all of the powers that may be
exercised or performed by the Corporation, which are not by the laws of Georgia,
by the Certificate of Incorporation or by these By-Laws directed or required to
be done or exercised by the shareholders.

     4.2 The Board of Directors shall consist of at least one (1) member and not
more than seven (7) members who shall be elected at the Annual Meeting of
Shareholders and shall serve for a term of one year, or until such time as their
successors are duly elected. A quorum shall be constituted only by presence of
all Directors and all resolutions adopted or business transacted by the Board of
Directors shall require the affirmative vote of a majority of the Board of
Directors.

     4.3 The majority of the remaining Board of Directors may fill the position
of any Director which may become vacant prior to the expiration of his term,
such appointment by the


                                       2

Board of Directors to continue until the expiration of the term of the Director
whose position has become vacant.

     4.4 The Board of Directors shall meet annually following the annual meeting
of shareholders. Special meetings of the Board of Directors may be called at any
time by the President, Chairman of the Board, or by any Director on two days'
notice. Notice of such meeting, including the time, place and subject matter
thereof, may be waived only by proper instrument in writing signed by any member
of the Board of Directors affected thereby. However, attendance in person at
such meeting shall constitute a waiver of notice thereof, except where such
appearance is to object to the calling of the meeting, the time or subject
matter thereof and where such purpose is manifested at the very beginning of the
meeting. The signature of any Director approving the minutes of any meeting of
the Board of Directors entered thereon, shall be effective to the same extent as
if such Director had been present at such meeting. Any meeting of the Board of
Directors may be held within or without the State of Georgia at such place as
may be determined by the person or persons calling the meeting.

     4.5 Any action taken at a meeting of the Board of Directors, or any action
that could have been taken at a meeting of the Board of Directors, shall be
recorded in written minutes setting forth the action so taken, and shall be
signed by all of the Directors. Furthermore, any such action may be taken
without a meeting if a consent in writing setting forth the action so taken is
signed by all of the Board of Directors.

     4.6 The Board of Directors, as such, or as members of any standing or
special committee, may receive such compensation for their services as may be
fixed from time to time by resolution of the Board.

     4.7 Nothing herein contained shall be construed to preclude any Director
from serving the corporation in any other capacity or receiving compensation
therefor.

     4.8 The Board of Directors may at any time by a majority vote select one
(1) or more of the existing Directors of the Corporation to serve as an
executive committee of the Board of Directors empowered to do any and all acts
of the Board of Directors during the interim period between meetings of such
Board. The members of such committee may be selected and removed at will, at any
time by the Board of Directors.

                                  ARTICLE FIVE

                                    Officers

     5.1 The officers of the Corporation shall consist of at least a President,
a separate Secretary, and a Treasurer whose function may be performed by the
person performing as either the President or the Secretary. Other officers,
including a Chairman of the Board, a Vice-President or Vice-Presidents and such
assistants to any of these officers as the Board of Directors shall determine
from time to time, shall also be authorized. Notwithstanding anything herein to
the contrary, the President and the Secretary shall not be the same person. All
officers shall be elected by the Board of Directors and shall serve at the
pleasure of the Board of Directors. All


                                       3

required officers and any other official position not inconsistent with these
By-Laws shall be elected at the first Board meeting after each annual
Shareholders Meeting.

     5.2 The President shall be the chief executive officer of the Corporation
and shall have general and active management of the operation of the
Corporation. He shall be responsible for the administration of the Corporation,
including general supervision of the policies of the Corporation, general and
active management of the financial affairs of the Corporation, and shall execute
bonds, mortgages or other contracts under the seal of the Corporation. He shall
only borrow money on behalf of the Corporation pursuant to specific authority
from the Board of Directors. The President shall have the authority to institute
or defend legal proceedings when the Directors are deadlocked.

     5.3 The Chairman of the Board will preside at all meetings of the Board of
Directors.

     5.4 The Vice-President shall perform all the duties of the President in his
absence and as directed by the President or by the Board of Directors.

     5.5 The Secretary shall keep the minutes of all meetings of the
shareholders and Directors and have charge of the minute books, stock books and
seal of the Corporation, and shall perform such other duties and have such other
powers as may from time to time be delegated to him or her by the President or
the Board of Directors.

     5.6 The Treasurer shall be charged with the management of the financial
affairs of the Corporation and shall have the power to recommend action
concerning the Corporation's financial affairs to the President.

     5.7 One person may hold two or more offices, except that the President and
Secretary may not be the same person.

     5.8 Salaries of officers are to be determined by the Board of Directors.

     5.9 Any officer may be removed at any time with or without cause.

     5.10 Assistants to any of the officers herein described may be appointed by
and shall have such duties as shall be delegated to them by the President or the
Board of Directors.

                                   ARTICLE SIX

                                      Seal

     6.1 The seal of the Corporation shall be in such form as the Board of
Directors may from time to time determine. In the event it is inconvenient to
use such a seal at any time, the signature of the company followed by the word
"Seal" enclosed in parentheses or scroll, shall be deemed the seal of the
Corporation. This seal shall be in the custody of the Secretary or his or her
designated authority, and affixed by him or her along with his or her signature
on the certificates of stock and such other papers as may be directed by law, by
these By-Laws or by the


                                       4

Board of Directors. All documents shall be signed by the President or other
chief executive officer and shall be attested to by the Secretary along with the
seal.

                                  ARTICLE SEVEN

                                    Dividends

     7.1 Subject to applicable law, dividends may be declared and paid out of
any funds available therefor, as often, in such amounts and at such time or
times as the Board of Directors may determine.

                                  ARTICLE EIGHT

                                  Reimbursement

     8.1 If any payment or other benefit bestowed by the Corporation on any
employee and deducted by the Corporation against its income for federal income
tax purposes is finally disallowed in whole or in part as a deduction on the
ground that it is unreasonably high compensation or on any other ground, the
portion thereof for which said deduction is not allowed shall be repaid to the
Corporation by the employee upon whom the payment or other benefit was
originally bestowed, within three (3) years from the time such deduction is
finally disallowed, unless the Board otherwise deems same to be a dividend, loan
or other emolument recognizing the services of the employee affected.

     8.2 It shall be the duty of the Board of Directors to designate the
disallowed employee compensation under the categories herein denominated and,
where appropriate, to enforce repayment of any sums it may deem unreasonably
high compensation.

     8.3 The corporation shall give reasonable notice to any employee of any
attempt to disallow as a deduction any payment or benefits to such employee so
that he may protect his interest. However, any good faith settlement by the
Corporation as to the amount to be disallowed shall be binding on the employee,
unless the employee requests in writing that additional measures be pursued,
agrees to pay the additional cost of such measures including reasonable
attorney's fees, and furnishes security to the Corporation satisfactory in the
opinion of the Board of Directors to cover such additional costs and also any
potential liability for additional income taxes attributable to the disallowance
of the deduction.

                                  ARTICLE NINE

                                   Fiscal Year

     9.1 The fiscal year of the Corporation shall begin on January 1 and end on
December 31.

                                   ARTICLE TEN


                                       5

                              Amendment of By-Laws

     10.1 All by-laws of the Corporation shall be subject to alteration or
repeal, and new by-laws may be made by a majority vote of the shareholders at
the time entitled to vote in the election of directors.

The undersigned certifies that the foregoing by-laws have been adopted as the
first by-laws of the Corporation, in accordance with the requirements of the
Georgia Business Corporation Code.


Date: 6-5-91                                 /s/ Mark Wistbrook
                                             -----------------------------------
                                             Director


Date: 6-5-91                                 /s/ Eddie Randall Lummus
                                             -----------------------------------
                                             Director


                                       6

STATE OF GEORGIA

COUNTY OF COBB

AMENDMENT TO BY-LAWS OF
MEDIC ONE OF COBB, INC.

     COMES NOW, the sole shareholder/director of MEDIC ONE OF COBB, INC., and
hereby amends the by-laws of said corporation by deleting Articles 5.1 and 5.7
in their entirety and substituting in lieu thereof the following new and
additional paragraphs denominated as paragraphs 5.1 and 5.7 as follows:

     5.1 The officers of the corporation shall consist of least a president,
secretary and a treasurer. Other officers including a chairman of the board,
vice president and such assistant to any of these officers as the board of
directors shall determine from time to time, shall also be authorized. All
officers shall be elected by the board of directors and shall serve at the
pleasure of the Board of Directors. All required officers and any other official
position not inconsistent with these by-laws shall be elected at the first board
meeting after each annual shareholders meeting.

     5.7 One person may hold two or more offices.

     The undersigned certifies that the foregoing Amendment To By-Laws of Medic
One of Cobb, Inc. has been adopted by the corporation in accordance with the
requirements of the Georgia Business Corporation Code.


                                        ----------------------------------------
                                        Eddie Randall Lummus
                                        Director/Shareholder


                                       7

EX-3.106

                                                                   Exhibit 3.106

                          CERTIFICATE OF INCORPORATION

                                       OF

                       MEDIC ONE AMBULANCE SERVICES, INC.

                                   ARTICLE ONE

                                      NAME

     The name of the corporation is MEDIC ONE AMBULANCE SERVICES, INC. (the
"Corporation").

                                   ARTICLE TWO

                               PERIOD OF DURATION

     The period of duration of the Corporation is perpetual.

                                  ARTICLE THREE

                               PURPOSES AND POWERS

     Section 1. Purpose. The purposes for which the Corporation is organized are
to transact any and all lawful business for which corporations may be organized
under the General Corporation Law of the State of Delaware (the "GCL").

     Section 2. Powers. Subject to any specific written limitations or
restrictions imposed by the GCL, by other law, or by the Certificate of
Incorporation, and solely in furtherance thereof, but not in addition to the
purposes set forth in Section 1 of this Article, the Corporation shall have and
exercise all of the powers specified in the GCL, which powers are not
inconsistent with the Articles of this Certificate.



                                  ARTICLE FOUR

                  CAPITALIZATION, PREEMPTIVE RIGHTS AND VOTING

     Section 1. Authorized Shares. The Corporation shall have authority to issue
one class of shares to be designated as, "Common Stock". The total number of
shares of Common Stock which the Corporation is authorized to issue is One
Hundred Thousand (100,000), all at a par value of $.01.

     Section 2. Preemptive Rights. Unless otherwise determined by the Board of
Directors, no holder of shares of capital stock of the Corporation shall, as
such holder, have any right to purchase or subscribe for any capital stock which
the Corporation may issue or sell, whether or not exchangeable for any capital
stock of the Corporation, whether issued out of unissued shares authorized by
this Certificate of Incorporation as originally filed or by any amendment
thereof, or out of shares of capital stock of the Corporation acquired by it
after the issue thereof; nor unless otherwise determined by the Board of
Directors in the manner provided under the GCL, shall any holder of shares of
capital stock of the Corporation, as such holder, have any right to purchase,
acquire or subscribe for any securities which the Corporation may issue or sell
whether or not convertible into or exchangeable for shares of capital stock of
the Corporation, and whether or not any such securities have attached or
appurtenant thereto warrants, options or other instruments which entitle the
holders thereof to purchase, acquire or subscribe for shares of capital stock.

     Section 3. Voting. In the exercise of voting privileges, each holder of
shares of the capital stock of the Corporation entitled to voting rights shall
be entitled to one (1) vote for each share held in his name on the books of the
Corporation. In all elections of Directors of the Corporation, cumulative voting
is expressly prohibited. As such, each holder of shares of capital


                                       2



stock of the Corporation entitled to vote at the election of Directors shall
have the right to vote, in person or by proxy, all or any portion of such shares
for or against each individual Director to be elected and shall not be entitled
to vote for or against any one Director more than the aggregate number of shares
held by such holder which are entitled to vote on the election of Directors.
With respect to any action to be taken by the Shareholders of the Corporation as
to any matter, the affirmative vote of the holders of a majority of the shares
of the capital stock of the Corporation entitled to vote thereon and represented
in person or by proxy at a meeting of the Shareholders at which a quorum is
present shall be sufficient to authorize, affirm, ratify or consent to such
action. Any action required by the GCL to be taken at any annual or special
meeting of Shareholders may be taken without a meeting, without prior notice,
and without a vote, if a consent or consents in writing, setting forth the
action so taken, shall be signed by the holder or holders of a majority of the
outstanding shares of the capital stock of the Corporation entitled to vote
thereon.

                                  ARTICLE FIVE

                           REGISTERED AGENT AND OFFICE

     Section 1. Registered Office. The address of the registered office of the
Corporation is in the State of Delaware is The Prentice-Hall Corporation System,
Inc., 32 Loockerman Square, Suite L-100 in the City of Dover, County of Kent,
Delaware 19904 .

     Section 2. Registered Agent. The name of the registered agent of the
Corporation at such address is The Prentice-Hall Corporation System, Inc.


                                       3



                                   ARTICLE SIX

                                    DIRECTORS

     Section 1. Board of Directors. The Board of Directors shall consist of one
or more members who need not be residents of the State of Delaware or
Shareholders of the Corporation. The number of Directors of the Corporation may
from time to time be changed in accordance with the Bylaws of the Corporation
and the GCL.

     Section 2. Names and Addresses. The names and addresses of the persons who
are to serve as Directors until the next annual meeting of Shareholders or until
their successors are elected and qualified, or until their earlier death,
resignation, or removal are as follows:



NAME                 NUMBER, STREET OR BUILDING          CITY, STATE
- ----                 --------------------------          -----------
                                                   
Paul M. Verrochi     67 Batterymarch Street, Suite 300   Boston, MA 02110
Dominic J. Puopolo   67 Batterymarch Street, Suite 300   Boston, MA 02110
John K. Rester       12020 Intraplex Parkway             Gulf Port, MS 39503-4602


     Section 3. Limitations on Liability of Directors. No Director of the
Corporation shall be personally liable to the Corporation or its Shareholders
for monetary damages for an act or omission in the Director's capacity as a
Director; provided, however, that the foregoing provision shall not eliminate or
limit the liability of a Director to the extent a Director is found liable for
(a) a breach of the Director's duty of loyalty to the Corporation or its
Shareholders, (b) an act or omission not in good faith that constitutes a breach
of duty of the Director to the Corporation or an act or omission that involves
intentional misconduct or a knowing violation of the law, (c) a transaction from
which the Director received an improper benefit, whether or not the benefit
resulted from an action taken within the scope of the Director's office, or (d)
an act or omission for which the liability of the Director is expressly provided
by an applicable statute.


                                       4



     If the GCL or other applicable provision of Delaware law hereafter is
amended to authorize further elimination or limitation of the liability of
Directors, then the liability of a Director of the Corporation, in addition to
the limitation on the personal liability provided herein, shall be limited to
the fullest extent permitted by the GCL or other applicable provision of
Delaware Law as amended. Any repeal or modification of this Section 3 by the
Shareholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a Director of the
Corporation existing at the time of such repeal or modification.

                                  ARTICLE SEVEN

                      SPECIAL POWERS OF BOARD OF DIRECTORS

     In furtherance of, and not in limitation of the powers and authorities
conferred under the GCL, the Board of Directors is expressly authorized:

     (1) To make, alter, amend and rescind the Bylaws of the Corporation; to
fix, adjust and maintain from time to time the amount to be reserved as working
capital; and to authorize and cause to be executed mortgages and liens upon the
real and personal property of the Corporation.

     (2) From time to time, to determine whether and to what extent and at what
times and places and under what conditions and provisions the accounts and books
of the Corporation shall be maintained and made available for inspection of any
Shareholder, and no Shareholder shall have any right to inspect any account or
books or records of the Corporation, except as provided in the GCL, or
authorized by the Board of Directors.

     (3) If the Bylaws so provide, to designate two or more of their number to
constitute an executive committee, which committee shall, as provided in said
resolution or in the Bylaws of


                                       5



the Corporation, have and exercise any or all of the powers of the Board of
Directors in the management of the business and affairs of the Corporation,
except to the extent that the GCL requires a particular matter to be authorized
by the Board of Directors.

                                  ARTICLE EIGHT

                           ADDITIONAL POWERS IN BYLAWS

     The Corporation may in its Bylaws confer powers and authorities upon the
Board of Directors in addition to the foregoing and to those expressly conferred
upon them by the GCL.

                                  ARTICLE NINE

             TRANSACTIONS WITH DIRECTORS, OFFICERS AND SHAREHOLDERS

     The Officers, Directors and Shareholders holding ten percent (10%) or more
of the outstanding capital stock of the Corporation ("Insiders") may enter into
business transactions with the Corporation in which they are personally
interested without such transaction being affected or invalidated solely because
of such personal interest; provided, however, that nothing contained herein
shall relieve any Insider from liability for breach of the fiduciary duties of
an Insider or authorize any Insider to enter into any transaction with the
Corporation in which such Insider has a material interest for the purpose of
personal gain to the detriment of the Corporation.

                                   ARTICLE TEN

                                 INDEMNIFICATION

     Section 1. Mandatory Indemnification and Advancement of Expenses. Each
person who was or is made a party or is threatened to be made a party to or is
involved in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, arbitrative or investigative, any
appeal in such action, suit or proceeding, and any inquiry or


                                       6



investigation that could lead to such an action, suit, or proceeding
("Proceeding"), by reason of the fact that he is or was a Director or Officer of
the Corporation, or who, while a Director of the Corporation, is or was serving
at the request of the Corporation as a director, officer, partner, venturer,
proprietor, trustee, employee, agent, or similar functionary of another
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan or other enterprise, shall be indemnified and held harmless by the
Corporation to the fullest extent permitted by the GCL against all judgments,
penalties (including excise and similar taxes), fines, settlements, and
reasonable expenses (including attorneys' fees) actually incurred by such person
in connection with such Proceeding. Such right shall be a contract right and
shall include the right to require advancement by the Corporation of reasonable
expenses (including attorneys' fees) incurred in defending any such Proceeding
in advance of its final disposition; provided, however, that the payment of such
expenses in advance of the final disposition of such Proceeding shall be made by
the Corporation only upon delivery to the Corporation of a written affirmation
by such person of his good faith belief that he has met the standard of conduct
necessary for indemnification under the GCL and a written undertaking, by or on
behalf of such person, to repay all amounts so advanced if it should be
ultimately determined that such person has not satisfied such requirements.

     Section 2. Nature of Indemnification. The indemnification and advancement
of expenses provided for herein shall not be deemed exclusive of any other
rights permitted by law to which a person seeking indemnification may be
entitled under any Bylaw, agreement, vote of Shareholders or disinterested
Directors or otherwise, and shall continue as to a person who has ceased to be a
Director or Officer of the Corporation and shall inure to the benefit of the
heirs, executors and administrators of such a person.


                                       7



     Section 3. Insurance. The Corporation shall have power to purchase and
maintain insurance or another arrangement on behalf of any person who is or was
a Director, Officer, employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a Director, officer, partner, venturer,
proprietor, trustee, employee, agent, or similar functionary of another
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan or other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnity him against
such liability under the provisions of this Article Ten or the GCL.

                                 ARTICLE ELEVEN

                               AMENDMENT OF BYLAWS

     The Shareholders of the Corporation hereby delegate to the Board of
Directors the power to adopt, alter, amend or repeal the Bylaws of the
Corporation. Such power shall be vested exclusively in the Board of Directors
and shall not be exercised by the Shareholders.

                                 ARTICLE TWELVE

                  POWER TO CALL SPECIAL SHAREHOLDERS' MEETINGS

     Special meetings of the Shareholders of the Corporation may be called by
the President of the Corporation, the Board of Directors or holders of not less
than ten percent (10%) of all the shares entitled to vote at the proposed
special meeting of the Shareholders.

                                ARTICLE THIRTEEN

                                   AMENDMENTS

     The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation or in its Bylaws in the
manner now or hereafter


                                       8



prescribed by the GCL or this Certificate of Incorporation, and all rights
conferred on Shareholders herein are granted subject to this reservation.

                                ARTICLE FOURTEEN

                                  INCORPORATOR

     The name and mailing address of the Incorporator of the Corporation is as
follows:



NAME                          MAILING ADDRESS
- ----                          ---------------
                           
Lila Newberry Bradley, Esq.   3340 Peachtree Road,
                              N.E. Suite 2000, Tower Place
                              Atlanta, Georgia 30326-1026


                                 ARTICLE FIFTEEN

                                    CAPTIONS

     The captions used in this Certificate of Incorporation are for convenience
only and shall not be construed in interpreting the provisions hereof.

     IN WITNESS WHEREOF, the Incorporator of the Corporation has caused this
Certificate of Incorporation to be executed on this 23rd day of August, 1994.


                                   /s/ Lila Newberry Bradley
                                   ---------------------------------------------
                                   Lila Newberry Bradley, Esq., Incorporator


                                       9



                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                       MEDIC ONE AMBULANCE SERVICES, INC.

     Medic One Ambulance Services, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:

     FIRST: That the Board of Directors of said corporation has adapted by
unanimous written consent the following resolution

RESOLVED: That it is advisable and in the best interest of this Corporation that
          Section 1 of Article 4 of the Certificate of Incorporation of this
          Corporation be amended to read its entirety as follows:

          "Section 1. Authorized Shares. The Corporation shall have authority to
          issue one class of shares to be designated as, "Common Stock". The
          total number of shares of Common Stock which the Corporation is
          authorized to issue is Three Thousand (3,000), all at a par value of
          $.01."

     SECOND: That said amendment has been consented to and authorized by the
holder of a majority of the issued and outstanding stock entitled to vote by
written consent given in accordance with the provisions of Section 228 of the
General Corporation Law of the State of Delaware.

     THIRD: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Section 242 and 228 of the General Corporation Law of
the State of Delaware.

     IN WITNESS WHEREOF, said corporation has caused this Certificate to be
signed by John K. Rester, its President, and attested by Daniel W. Alexander,
its Secretary, this 18 day of September, 1995.


                                                    /s/ John K. Rester
                                                    ----------------------------


                                       Attested by: /s/ Daniel W. Alexander
                                                    ----------------------------
                                                    Secretary


                                       10

                   CERTIFICATE OF CHANGE OF REGISTERED AGENCY

                                       AND

                                REGISTERED OFFICE

                                      *****

      Medic One Ambulance Services, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:

      The present registered agent of the corporation is The Prentice-Hall
Corporation System, Inc., and the present registered office of the corporation
is in the county of New Castle.

      The Board of Directors of Medic One Ambulance Services, Inc. adopted the
following resolution on the 1st day of September, 1996.

      Resolved, that the registered office of Medic One Ambulance Services, Inc,
in the state of Delaware be and it hereby is changed to Corporation Trust
Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and
the authorization of the present registered agent of this corporation be and the
same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is
hereby constituted and appointed the registered agent of this corporation at the
address of its registered office.

      IN WITNESS WHEREOF, Medic One Ambulance Services, Inc. has caused this
statement to be signed by William George, its Vice President this 1st day of
September, 1996.


                                        By /s/ William George
                                           ------------------------------------
                                           William George
                                           Vice President


                                       11

EX-3.107

                                                                   Exhibit 3.107

                                     BYLAWS

                                       OF

                       MEDIC ONE AMBULANCE SERVICES, INC.
                            (a Delaware Corporation)

                                    ARTICLE 1

                                NAME AND OFFICES

     1.1 Name. The name of the Corporation is MEDIC ONE AMBULANCE SERVICES, INC.
hereinafter referred to as the "Corporation."

     1.2 Registered Office and Agent. The Corporation shall establish, designate
and continuously maintain a registered office and agent in the State of
Delaware, subject to the following provisions:

          (a) Registered Office. The Corporation shall establish and
     continuously maintain in the State of Delaware a registered office which
     may be, but need not be, the same as its place of business.

          (b) Registered Agent. The Corporation shall designate and continuously
     maintain in the State of Delaware a registered agent, which agent may be
     either an individual resident of the State of Delaware whose business
     office is identical with such registered office, or a domestic corporation
     or a foreign corporation authorized to transact business in the State of
     Delaware, having a business office identical with such registered office.

          (c) Change of Registered Office or Agent. The Corporation may change
     its registered office or change its registered agent, or both, upon the
     filing in the Office of the Secretary of State of Delaware of a statement
     setting forth the facts required by law, and executed for the Corporation
     by its President or a Vice President.

     1.3 Other Offices. The Corporation may also have offices at such other
places within and without the State of Delaware as the Board of Directors may,
from time to time, determine the business of the Corporation may require.

                                    ARTICLE 2

                                  SHAREHOLDERS



     2.1 Place of Meetings. Each meeting of the shareholders of the Corporation
is to be held at the principal offices of the Corporation or at such other
place, either within or without the State of Delaware, as may be specified in
the notice of the meeting or in a duly executed waiver of notice thereof.

     2.2 Annual Meetings. The annual meeting of the shareholders for the
election of Directors and for the transaction of such other business as may
properly come before the meeting shall be held within one hundred twenty (120)
days after the close of the fiscal year of the Corporation on a day during such
period to be selected by the Board of Directors; provided, however, that the
failure to hold the annual meeting within the designated period of time or on
the designated date shall not work a forfeiture or dissolution of the
Corporation.

     2.3 Special Meetings. Special meetings of the shareholders, for any purpose
or purposes, may be called by the Chairman of the Board or the President.
Special meetings of the shareholders shall be called by the President or
Secretary at the request in writing of a majority of the Board of Directors, or
at the request in writing of shareholders owning ten percent (10%) of the
capital stock of the Corporation issued and outstanding and entitled to vote.
Such request shall state the purpose or purposes of the proposed meeting and the
business to be transacted at any such special meeting of shareholders, and shall
be limited to the purposes stated in the notice therefor.

     2.4 Notice. Written or printed notice of the meeting stating the place, day
and hour of the meeting, and in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
(10) nor more than sixty (60) days before the date of the meeting, either
personally or by mail, by or at the direction of the Chairman of the Board or
the President, the Secretary or a majority of the members of the Board of
Directors calling the meeting, to each shareholder entitled to vote at such
meeting as determined in accordance with the provisions of Section 2.10 hereof.
If mailed, such notice shall be deemed to be delivered when deposited in the
United States Mail, with postage thereon prepaid, addressed to the shareholder
entitled thereto at his address as it appears on the share transfer records of
the Corporation.

     2.5 Voting List. The officer or agent having charge and custody of the
share transfer records of the Corporation, shall prepare, at least ten (10) days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting, arranged in alphabetical order and containing
the address and number of voting shares held by each, which list shall be kept
on file at the registered office or principal place of business of the
Corporation for a period of not less than ten (10) days prior to such meeting
and shall be subject to inspection by any shareholder at any time during usual
business hours. Such list shall also be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
during the entire time of the meeting. The original share ledger or transfer
book, or a duplicate thereof, shall be prima facie evidence as to identity of
the shareholders entitled to examine such list or share ledger or transfer book
and to vote at any such meeting of the shareholders.


                                       2



     2.6 Quorum. The holders of a majority of the shares of the capital stock
issued and outstanding and entitled to vote thereat, represented in person or by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
shareholders for the transaction of business except as otherwise provided by
statute or by the Certificate of Incorporation or by these Bylaws. The
shareholders represented in person or by proxy at a meeting of the shareholders
at which a quorum is not present may adjourn the meeting until such time and to
such place as may be determined by a vote of the holders of a majority of the
shares represented in person or by proxy at that meeting. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.

     2.7 Requisite Vote. If a quorum is present at any meeting, the vote of the
holders of a majority of the shares of capital stock having voting power,
present in person or represented by proxy, shall determine any question brought
before such meeting, unless the question is one upon which, by express provision
of the Certificate of Incorporation or of these Bylaws, a different vote shall
be required or permitted, in which case such express provision shall govern and
control the determination of such question.

     2.8 Withdrawal of Quorum. If a quorum is present at the time of
commencement of any meeting, the shareholders present at such duly convened
meeting may continue to transact any business which may properly come before
said meeting until adjournment thereof, notwithstanding the withdrawal from such
meeting of sufficient holders of the shares of capital stock entitled to vote
thereat to leave less than a quorum remaining.

     2.9 Voting at Meeting. Voting at meetings of shareholders shall be
conducted and exercised subject to the following procedures and regulations:

          (a) Voting Power. In the exercise of voting power with respect to each
     matter properly submitted to a vote at any meeting of shareholders, each
     shareholder of the capital stock of the Corporation having voting power
     shall be entitled to one (1) vote for each such share held in his name on
     the records of the Corporation, except to the extent otherwise specified by
     the Certificate of Incorporation.

          (b) Exercise of Voting Power of Proxies. At any meeting of the
     shareholders, every holder of the shares of capital stock of the
     Corporation entitled to vote at such meeting may vote either in person, or
     by proxy executed in writing by such shareholder. A telegram, telex,
     cablegram, or similar transmission by a shareholder, or a photographic,
     photostatic, facsimile, or similar reproduction of a writing executed by a
     shareholder, shall be treated as an execution in writing. No proxy shall be
     valid after the expiration of eleven (11) months from the date of its
     execution, unless otherwise stated therein. A proxy shall be revocable
     unless expressly designated therein as irrevocable and coupled with an
     interest. Proxies coupled with an interest include the appointment as proxy
     of: (a) a pledges; (b) a person who purchased or agreed to purchase or owns
     or holds an option to purchase the shares voted; (c) a creditor of the
     Corporation who extended its credit under terms requiring the appointment;
     (d) an employee of the Corporation whose employment contract requires the
     appointment; or (e) a party to a voting agreement


                                       3



     created under Section 218 of the Delaware General Corporation Law, as
     amended. Each proxy shall be filed with the Secretary of the Corporation
     prior to or at the time of the meeting. Voting for directors shall be in
     accordance with the provisions of paragraph (c) below of this Section 2.9.
     Any vote may be taken by voice vote or by show of hands unless someone
     entitled to vote at the meeting objects, in which case written ballots
     shall be used.

          (c) Election of Directors. In all elections of Directors cumulative
     voting shall be prohibited.

     2.10 Record Date for Meetings; Closing Transfer Records. As more
specifically provided in Article 7, Section 7.7 hereof, the Board of Directors
may fix in advance a record date for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such record date
to be not less than ten (10) nor more than sixty (60) days prior to such
meeting, or the Board of Directors may close the share transfer records for such
purpose for a period of not less than ten (10) nor more than sixty (60) days
prior to such meeting. In the absence of any action by the Board of Directors,
the date upon which the notice of the meeting is mailed shall be deemed the
record date.

     2.11 Action Without Meetings. Any action permitted or required to be taken
at a meeting of the shareholders of the Corporation may be taken without a
meeting, without prior notice, and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall be signed by all of the
shareholders of the capital stock of the Corporation entitled to vote with
respect to the subject matter thereof, and such written consent shall have the
same force and effect as the requisite vote of the shareholders thereon. Any
such executed written consent, or an executed counterpart thereof, shall be
placed in the minute book of the Corporation. Every written consent shall bear
the date of signature of each shareholder who signs the consent. No written
consent shall be effective to take the action that is the subject of the consent
unless, within sixty (60) days after the date of the earliest dated consent
delivered to the Corporation in the manner required under Section 2.12 hereof, a
consent or consents signed by the holders of a majority of the shares of the
capital stock issued and outstanding and entitled to vote on the action that is
the subject of the consent are delivered to the Corporation.

     2.12 Record Date for Action Without Meetings. Unless a record date shall
have previously been fixed or determined by the Board of Directors as provided
in Section 2.10 hereof, whenever action by shareholders is proposed to be taken
by consent in writing without a meeting of shareholders, the Board of Directors
may fix a record date for the purpose of determining shareholders entitled to
consent to that action, which record date shall not precede, and shall not be
more than ten (10) days after, the date upon which the resolution fixing the
record date is adopted by the Board of Directors. If no record date has been
fixed by the Board of Directors and the prior action of the Board of Directors
is not required by statute or the Certificate of Incorporation, the record date
for determining shareholders entitled to consent to action in writing without a
meeting shall be the first date on which a signed written consent setting forth
the action taken or proposed to be taken is delivered to the Corporation by
delivery to its registered office, its principal place of business, or an
officer or agent of the Corporation having custody of the books in which
proceedings of meetings of shareholders are recorded.


                                       4



Delivery shall be by hand or by certified or registered mail, return receipt
requested. Delivery to the Corporation's principal place of business shall be
addressed to the President or principal executive officer of the Corporation. If
no record date shall have been fixed by the Board of Directors and prior action
of the Board of Directors is required by statute, the record date for
determining shareholders entitled to consent to action in writing without a
meeting shall be at the close of business on the date in which the Board of
Directors adopts a resolution taking such prior action.

     2.13 Preemptive Rights. Unless otherwise determined by the Board of
Directors in the manner provided under the Delaware General Corporation Law, as
amended, no holder of shares of capital stock of the Corporation shall, as such
holder, have any right to purchase or subscribe for any capital stock of any
class which the Corporation may issue or sell, whether or not exchangeable for
any capital stock of the Corporation of any class or classes, whether issued out
of unissued shares authorized by the Certificate of Incorporation, as amended,
or out of shares of capital stock of the Corporation acquired by it after the
issue thereof; nor, unless otherwise determined by the Board of Directors in the
manner provided under the Delaware General Corporation Law, as amended, shall
any holder of shares of capital stock of the Corporation, as such holder, have
any right to purchase, acquire or subscribe for any securities which the
Corporation may issue or sell whether or not convertible into or exchangeable
for shares of capital stock of the Corporation of any class or classes, and
whether or not any such securities have attached or appurtenant thereto
warrants, options or other instruments which entitle the holders thereof to
purchase, acquire or subscribe for shares of capital stock of any class or
classes.

                                    ARTICLE 3

                                    DIRECTORS

     3.1 Management Powers. The powers of the Corporation shall be exercised by
or under the authority of, and the business and affairs of the Corporation shall
be managed under the direction of, its Board of Directors which may exercise all
such powers of the Corporation and do all such lawful acts and things as are not
by statute or by the Certificate of Incorporation or by these Bylaws directed or
required to be exercised or done by the shareholders.

     3.2 Number and Qualification. The Board of Directors shall consist of not
less than one (1) member nor more than nine (9) members; provided, however, the
initial Board of Directors shall consist of three members. Directors need not be
residents of the State of Delaware nor shareholders of the Corporation. Each
Director shall qualify as a Director following election as such by agreeing to
act or acting in such capacity. The number of Directors may be increased or
decreased from time to time by resolution of the Board of Directors or
shareholders without the necessity of a written amendment to the Bylaws of the
Corporation; provided, however, no decrease shall have the effect of shortening
the term of any incumbent Director.

     3.3 Election and Term. Members of the Board of Directors shall hold office
until the annual meeting of shareholders and until their successors shall have
been elected and qualified. At the annual meeting of the shareholders, the
shareholders entitled to vote in an election of


                                       5



Directors shall elect Directors to hold office until the next succeeding annual
meeting. Each Director shall hold office for the term for which he is elected,
and until his successor shall be elected and qualified or until his death,
resignation or removal, if earlier.

     3.4 Voting on Directors. Directors shall be elected by the vote of the
holders of a plurality of the shares entitled to vote in the election of
Directors and represented in person or by proxy at a meeting of shareholders at
which a quorum is present. Cumulative voting in the election of Directors is
expressly prohibited.

     3.5 Vacancies. Any vacancy occurring in the Board of Directors may be
filled by the affirmative vote of a majority of the remaining Directors then in
office, though less than a quorum of the Board of Directors. For purposes of
these Bylaws, a "vacancy" shall be defined as an unfilled directorship arising
by virtue of the death, resignation or removal of a Director theretofore duly
elected to serve in such capacity in accordance with the relevant provisions of
these Bylaws. A Director elected to fill a vacancy shall be elected for the
unexpired portion of the term of his predecessor in office.

     3.6 New Directorships. Any directorship to be filled by reason of an
increase in the number of Directors actually serving as such shall be filled by
election at an annual meeting of the shareholders or at a special meeting of
shareholders called for that purpose, or by the Board of Directors for a term of
office continuing only until the next election of one or more Directors by the
shareholders, provided that the Board of Directors may not fill more than two
(2) such directorships during the period between any two (2) successive annual
meetings of shareholders.

     3.7 Removal. Any Director may be removed either for or without cause at any
duly convened special or annual meeting of shareholders, by the affirmative vote
of a majority in number of shares of the shareholders present in person or by
proxy at any meeting and entitled to vote for the election of such Director,
provided notice of intention to act upon such matter shall have been given in
the notice calling such meeting.

     3.8 Meetings. The meetings of the Board of Directors shall be held and
conducted subject to the following regulations:

          (a) Place. Meetings of the Board of Directors of the Corporation,
     annual, regular or special, are to be held at the principal office or place
     of business of the Corporation, or such other place, either within or
     without the State of Delaware, as may be specified in the respective
     notices, or waivers of notice, thereof.

          (b) Annual Meeting. The Board of Directors shall meet each year
     immediately after the annual meeting of the shareholders, at the place
     where such meeting of the shareholders has been held (either within or
     without the State of Delaware), for the purpose of organization, election
     of officers, and consideration of any other business that may properly be
     brought before the meeting. No notice of any kind to either old or new
     members of the Board of Directors for such annual meeting shall be
     required.


                                       6



          (c) Regular Meetings. Regular meetings of the Board of Directors may
     be held without notice at such time and at such place or places as shall
     from time to time be determined and designated by the Board.

          (d) Special Meetings. Special meetings of the Board of Directors may
     be called by the Chairman of the Board or the President of the Corporation
     on notice of two (2) days to each Director either personally or by mail or
     by telegram; special meetings shall be called by the Chairman of the Board
     or the President or Secretary in like manner and on like notice on the
     written request of two (2) Directors.

          (e) Notice and Waiver of Notice. Attendance of a Director at any
     meeting shall constitute a waiver of notice of such meeting, except where a
     Director attends for the express purpose of objecting to the transaction of
     any business because the meeting is not lawfully called or convened.
     Neither the business to be transacted at, nor the purpose of, any regular
     meeting of the Board of Directors need be specified in the notice or waiver
     of notice of such meeting.

          (f) Quorum. At all meetings of the Board of Directors, a majority of
     the number of Directors fixed by these Bylaws shall constitute a quorum for
     the transaction of business, until a greater number is required by law or
     by the Certificate of Incorporation. If a quorum shall not be present at
     any meeting of Directors, the Directors present thereat may adjourn the
     meeting, from time to time, without notice other than announcement at the
     meeting, until a quorum shall be present.

          (g) Requisite Vote. In the exercise of voting power with respect to
     each matter properly submitted to a vote at any meeting of the Board of
     Directors, each Director present at such meeting shall have one (1) vote.
     The act of a majority of the Directors present at any meeting at which a
     quorum is present shall be the act of the Board of Directors.

     3.9 Action Without Meetings. Unless otherwise restricted by the Certificate
of Incorporation or these Bylaws, any action required or permitted by law to be
taken at any meetings of the Board of Directors, or any committee thereof, may
be taken without a meeting, if prior to such action a written consent thereto is
signed by all members of the Board or of such committee, as the case may be, and
such written consent is filed in the minutes or proceedings of the Board of
Directors or committee.

     3.10 Committees. Committees designated and appointed by the Board of
Directors shall function subject to and in accordance with the following
regulations and procedures:

          (a) Designation and Appointment. The Board of Directors may, by
     resolution adopted by a majority of the entire Board, designate and appoint
     one or more committees under such name or names and for such purpose or
     function as may be deemed appropriate.


                                       7



          (b) Members; Alternate Members; Terms. Each Committee thus designated
     and appointed shall consist of two or more of the Directors of the
     Corporation, one of whom, in the case of the Executive Committee, shall be
     the President. The Board of Directors may designate one or more of its
     members as alternate members of any committee, who may, subject to any
     limitations imposed by the entire Board, replace absent or disqualified
     members at any meeting of that committee. The members or alternate members
     of any such committee shall serve at the pleasure of and subject to the
     discretion of the Board of Directors.

          (c) Authority. Each Committee, to the extent provided in the
     resolution of the Board creating same, shall have and may exercise such of
     the powers and authority of the Board of Directors in the management of the
     business and affairs of the Corporation as the Board of Directors may
     direct and delegate, except, however, those matters which are required by
     statute to be reserved unto or acted upon by the entire Board of Directors.

          (d) Records. Each such Committee shall keep and maintain regular
     records or minutes of its meetings and report the same to the Board of
     Directors when required.

          (e) Change in Number. The number of members or alternate members of
     any Committee appointed by the Board of Directors, as herein provided, may
     be increased or decreased (but not below two) from time to time by
     appropriate resolution adopted by a majority of the entire Board of
     Directors.

          (f) Vacancies. Vacancies in the membership of any committee designated
     and appointed hereunder shall be filled by the Board of Directors, at a
     regular or special meeting of the Board of Directors, in a manner
     consistent with the provisions of this Section 3.10.

          (g) Removal. Any member or alternate member of any committee appointed
     hereunder may be removed by the Board of Directors by the affirmative vote
     of a majority of the entire Board, whenever in its judgment the best
     interests of the Corporation will be served thereby.

          (h) Meetings. The time, place and notice (if any) of committee
     meetings shall be determined by the members of such committee.

          (i) Quorum, Requisite Vote. At meetings of any committee appointed
     hereunder, a majority of the number of members designated by the Board of
     Directors shall constitute a quorum for the transaction of business. The
     act of a majority of the members and alternate members of the committee
     present at any meeting at which a quorum is present shall be the act of
     such committee, except as otherwise specifically provided by statute or by
     the Certificate of Incorporation or by these Bylaws. If a quorum is not
     present at a meeting of such committee, the members of such committee
     present may adjourn the meeting from time to time, without notice other
     than an announcement at the meeting, until a quorum is present.


                                       8



          (j) Compensation. Appropriate compensation for members and alternate
     members of any committee appointed pursuant to the authority hereof may be
     authorized by the action of a majority of the entire Board of Directors
     pursuant to the provisions of Section 3.11 hereof.

          (k) Action Without Meetings. Any action required or permitted to be
     taken at a meeting of any committee may be taken without a meeting if a
     consent in writing, setting forth the action so taken, is signed by all
     members of such committee. Such consent shall have the same force and
     effect as a unanimous vote at a meeting. The signed consent, or a signed
     copy, shall become a part of the record of such committee.

          (l) Responsibility. Notwithstanding any provision to the contrary
     herein, the designation and appointment of a committee and the delegation
     of authority to it shall not operate to relieve the Board of Directors, or
     any member or alternate member thereof, of any responsibility imposed upon
     it or him by law.

     3.11 Compensation. By appropriate resolution of the Board of Directors, the
Directors may be reimbursed their expenses, if any, of attendance at each
meeting of the Board of Directors and may be paid a fixed sum (as determined
from time to time by the vote of a majority of the Directors then in office) for
attendance at each meeting of the Board of Directors or a stated salary as
Director. No such payment shall preclude any Director from serving the
Corporation in another capacity and receiving compensation therefor. Members of
special or standing committees may, by appropriate resolution of the Board of
Directors, be allowed similar reimbursement of expenses and compensation for
attending committee meetings.

     3.12 Maintenance of Records. The Directors may keep the books and records
of the Corporation, except such as are required by law to be kept within the
State, outside the State of Delaware or at such place or places as they may,
from time to time, determine.

     3.13 Interested Directors and Officers. No contract or other transaction
between the Corporation and one or more of its Directors or officers, or between
the Corporation and any firm of which one or more of its Directors or officers
are members or employees, or in which they are interested, or between the
Corporation and any corporation or association of which one or more of its
Directors or officers are shareholders, members, directors, officers, or
employees, or in which they are interested, shall be void or voidable solely for
this reason, solely because of the presence of such Director or Directors or
officer or officers at the meeting of the Board of Directors of the Corporation,
which acts upon, or in reference to, such contract, or transaction, or solely
because his or their votes are counted for such purpose, if (a) the material
facts of such relationship or interest shall be disclosed or known to the Board
of Directors and the Board of Directors shall, nevertheless in good faith,
authorize, approve and ratify such contract or transaction by a vote of a
majority of the Directors present, such interested Director or Directors to be
counted in determining whether a quorum is present, but not to be counted in
calculating the majority of such quorum necessary to carry such vote; (b) the
material facts of such relationship or interest as to the contract or
transaction are disclosed or are known to the shareholders entitled to vote
thereon, and the contract or transaction is specifically approved in good faith
by the vote of the shareholders; or (c) the contract or transaction is fair to
the


                                       9



Corporation as of the time it is authorized, approved or ratified by the Board
of Directors, a committee thereof or the shareholders. The provisions of this
Section shall not be construed to invalidate any contract or other transaction
which would otherwise be valid under the common and statutory law applicable
thereto.

                                    ARTICLE 4

                                     NOTICES

     4.1 Method of Notice. Whenever under the provisions of the Delaware General
Corporation Law or of the Certificate of Incorporation or of these Bylaws,
notice is required to be given to any Director or shareholder, it shall not be
construed to mean personal notice, but such notice may be given in writing, by
mail, addressed to such Director or shareholder, at his address as it appears on
the records of the Corporation, with postage thereon prepaid, and such notice
shall be deemed to be given at the time when the same shall be deposited in the
United States Mail. Notice to Directors or shareholders may also be given by
telegram.

     4.2 Waiver. Whenever any notice whatever is required to be given under the
provisions of the Delaware General Corporation Law or under the provisions of
the Certificate of Incorporation or these Bylaws, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of such
notice. Attendance by such person or persons, whether in person or by proxy, at
any meeting requiring notice shall constitute a waiver of notice of such
meeting, except as provided in Section 3.8(e) hereof.

                                    ARTICLE 5

                               OFFICERS AND AGENTS

     5.1 Designation. The officers of the Corporation shall be chosen by the
Board of Directors and shall consist of the offices of:

          (a) President and Secretary; and

          (b) Such other offices and officers (including a Chairman of the
     Board, one or more Vice Presidents and a Treasurer) and assistant officers
     and agents as the Board of Directors shall deem necessary.

     5.2 Election of Officers. Each officer designated in Section 5.1(a) hereof
shall be elected by the Board of Directors on the expiration of the term of
office of such officer, as herein provided, or whenever a vacancy exists in such
office. Each officer or agent designated in Section 5.1(b) above may be elected
by the Board at any meeting.

     5.3 Qualifications. No officer or agent need be a shareholder of the
Corporation or a resident of Delaware. No officer or agent is required to be a
Director, except the Chairman of the Board. Any two or more offices may be held
by the same person.


                                       10



     5.4 Term of Office. Unless otherwise specified by the Board of Directors at
the time of election or appointment, or by the express provisions of an
employment contract approved by the Board, the term of office of each officer
and each agent shall expire on the date of the first meeting of Directors next
following the annual meeting of shareholders each year. Each such officer or
agent shall serve until the expiration of the term of his office or, if earlier,
his death, resignation or removal.

     5.5 Authority. Officers and agents shall have such authority and perform
such duties in the management of the Corporation as are provided in these.
Bylaws or as may be determined by resolution of the Board of Directors not
inconsistent with these Bylaws.

     5.6 Removal. Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors whenever in its judgment the
best interests of the Corporation will be served thereby. Such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself create
contract rights.

     5.7 Vacancies. Any vacancy occurring in any office of the Corporation (by
death, resignation, removal or otherwise) shall be filled by the Board of
Directors.

     5.8 Compensation. The compensation of all officers and agents of the
Corporation shall be fixed from time to time by the Board of Directors.

     5.9 Chairman of the Board. If a Chairman of the Board is elected, he shall
be chosen from among the Directors and shall be the chief executive and
principal officer of the Corporation. He shall have the power to call special
meetings of the shareholders and of the Directors for any purpose or purposes,
and he shall preside at all meetings of the shareholders and of the Board of
Directors, unless he shall be absent or unless he shall, at his election,
designate the President to preside in his stead. The Chairman of the Board shall
be responsible for the operations and business affairs of the Corporation and
shall possess all of the powers granted by the Bylaws to the President,
including the power to make and sign contracts and agreements in the name and on
behalf of the Corporation. He shall, in general, have supervisory power over the
President and all other officers and the business activities of the Corporation,
subject to the discretion of the Board of Directors.

     5.10 President. Subject to the supervision of the Chairman of the Board, or
in the absence of the election of a Chairman of the Board, the President shall
be the chief executive officer of the Corporation; shall preside at all meetings
of the shareholders and the Board of Directors; shall have general and active
management of the business of the Corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect. The President
shall execute bonds, mortgages and other contracts requiring a seal, under the
seal of the Corporation, except where required or permitted by law to be
otherwise executed and except where the execution thereof shall be expressly
delegated by the Board of Directors to some other officer or agent of the
Corporation. The President shall perform such other duties and possess such
other authority and powers as the Board of Directors may from time to time
prescribe.


                                       11



     5.11 Vice Presidents. The Vice President, or if there shall be more than
one, the Vice Presidents in the order determined by a majority vote of the Board
of Directors, shall, in the prolonged absence or disability of the President
(and Chairman of the Board, if one is elected), perform the duties and exercise
the powers of the President and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe or the
chief executive officer may from time to time delegate.

     5.12 Secretary. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the shareholders of the Corporation and record all
proceedings of the meetings of the Corporation and of the Board of Directors in
a book to be maintained for that purpose and shall perform like duties for the
standing committees when required. The Secretary shall give, or cause to be
given, notice of all meetings of the shareholders and special meetings of the
Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors, the Chairman of the Board, or President. He shall have
custody of the corporate seal of the Corporation, and he, or an Assistant
Secretary, shall have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his signature or by the signature of
such Assistant Secretary. The Board of Directors may give general authority to
any other officer to affix the seal of the Corporation and to attest the
affixing by his signature.

     5.13 Assistant Secretaries. The Assistant Secretary, or if there be more
than one, the Assistant Secretaries in the order determined by the Board of
Directors, shall in the absence or disability of the Secretary, perform the
duties and exercise the powers of the Secretary and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe or the chief executive officer may from time to time delegate.

     5.14 Treasurer. The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors. The Treasurer
shall disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the President (and Chairman of the Board, if one is elected) and the Board of
Directors, at its regular meetings, or when the Board of Directors so requires,
an account of all his transactions as Treasurer and of the financial condition
of the Corporation. If required by the Board of Directors, he shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in his possession or under
his control owned by the Corporation. The Treasurer shall perform such other
duties and have such other authority and powers as the Board of Directors may
from time to time prescribe or as the chief executive officer may from rime to
time delegate.

     5.15 Assistant Treasurers. The Assistant Treasurer, or, if there shall be
more than one, the Assistant Treasurers in the order determined by the Board of
Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer and


                                       12



shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe or as the chief executive officer may
from time to time delegate.

                                    ARTICLE 6

                                 INDEMNIFICATION

     6.1 Mandatory Indemnification. Each person who was or is made a party or is
threatened to be made a party, or who was or is a witness without being named a
party, to any threatened, pending or completed action, claim, suit or
proceeding, whether civil, criminal, administrative or investigative, any appeal
in such an action, suit or proceeding, and any inquiry or investigation that
could lead to such an action, suit or proceeding (a "Proceeding"), by reason of
the fact that such individual is or was a Director or officer of the
Corporation, or while a Director or officer of the Corporation is or was serving
at the request of the Corporation as a director, officer, partner, venturer,
proprietor, trustee, employee, agent or similar functionary of another
corporation, partnership, trust, employee benefit plan or other enterprise,
shall be indemnified and held harmless by the Corporation from and against any
judgments, penalties (including excise taxes), fines, amounts paid in settlement
and reasonable expenses (including court costs and attorneys' fees) actually
incurred by such person in connection with such Proceeding if it is determined
that he acted in good faith and reasonably believed (i) in the case of conduct
in his official capacity on behalf of the Corporation that his conduct was in
the Corporation's best interests, (ii) in all other cases, that his conduct was
not opposed to the best interests of the Corporation, and (iii) with respect to
any Proceeding which is a criminal action, that he had no reasonable cause to
believe his conduct was unlawful; provided, however, that in the event a
determination is made that such person is liable to the Corporation or is found
liable on the basis that personal benefit was improperly received by such
person, the indemnification is limited to reasonable expenses actually incurred
by such person in connection with the Proceeding and shall not be made in
respect of any Proceeding in which such person shall have been found liable for
willful or intentional misconduct in the performance of his duty to the
Corporation. The termination of any Proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself be determinative of whether the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any Proceeding which is a
criminal action, had no reasonable cause to believe that his conduct was
unlawful. A person shall be deemed to have been found liable in respect of any
claim, issue or matter only after the person shall have been so adjudged by a
court of competent jurisdiction after exhaustion of all appeals therefrom.

     6.2 Determination of Indemnification. Any indemnification under the
foregoing Section 6.1 (unless ordered by a court of competent jurisdiction)
shall be made by the Corporation only upon a determination that indemnification
of such person is proper in the circumstances by virtue of the fact that it
shall have been determined that such person has met the applicable standard of
conduct. Such determination shall be made (1) by a majority vote of a quorum
consisting of Directors who at the time of the vote are not named defendants or
respondents in the Proceeding; (2) if such quorum cannot be obtained, by a
majority vote of a committee of the Board of Directors, designated to act in the
matter by a majority of all


                                       13



Directors, consisting solely of two or more Directors who at the time of the
vote are not named defendants or respondents in the Proceeding; (3) by special
legal counsel (in a written opinion) selected by the Board of Directors or a
committee of the Board by a vote as set forth in Subsection (1) or (2) of this
Section, or, if such quorum cannot be obtained and such committee cannot be
established, by a majority vote of all Directors (in which Directors who are
named defendants or respondents in the Proceeding may participate); or (4) by
the shareholders of the Corporation in a vote that excludes the shares held by
Directors who are named defendants or respondents in the Proceeding.

     6.3 Advance of Expenses. Reasonable expenses, including court costs and
attorneys' fees, incurred by a person who was or is a witness or who was or is
named as a defendant or respondent in a Proceeding, by reason of the fact that
such individual is or was a Director or officer of the Corporation, or while a
Director or officer of the Corporation is or was serving at the request of the
Corporation as a director, officer, partner, venturer, proprietor, trustee,
employee, agent, or similar functionary of another corporation, partnership,
trust, employee benefit plan or other enterprise, shall be paid by the
Corporation at reasonable intervals in advance of the final disposition of such
Proceeding, and without the determination specified in the foregoing Section
6.2, upon receipt by the Corporation of a written affirmation by such person of
his good faith belief that he has met the standard of conduct necessary for
indemnification under this Article 6, and a written undertaking by or on behalf
of such person to repay the amount paid or reimbursed by the Corporation if it
is ultimately determined that he is not entitled to be indemnified by the
Corporation as authorized in this Article 6. Such written undertaking shall be
an unlimited obligation of such person and it may be accepted without reference
to financial ability to make repayment.

     6.4 Permissive Indemnification. The Board of Directors of the Corporation
may authorize the Corporation to indemnify employees or agents of the
Corporation, and to advance the reasonable expenses of such persons, to the same
extent, following the same determinations and upon the same conditions as are
required for the indemnification of and advancement of expenses to Directors and
officers of the Corporation.

     6.5 Nature of Indemnification. The indemnification and advancement of
expenses provided hereunder shall not be deemed exclusive of any other rights to
which those seeking indemnification may be entitled under the Certificate of
Incorporation, these Bylaws, any agreement, vote of shareholders or
disinterested Directors or otherwise, both as to actions taken in an official
capacity and as to actions taken in any other capacity while holding such
office, shall continue as to a person who has ceased to be a Director, officer,
employee or agent of the Corporation and shall inure to the benefit of the
heirs, executors and administrators of such person.

     6.6 Insurance. The Corporation shall have the power and authority to
purchase and maintain insurance or another arrangement on behalf of any person
who is or was a Director, officer, employee or agent of the Corporation, or who
is or was serving at the request of the Corporation as a director, officer,
partner, venturer, proprietor, trustee, employee, agent, or similar functionary
of another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan or other enterprise against any
liability, claim,


                                       14



damage, loss or risk asserted against such person and incurred by such person in
any such capacity or arising out of the status of such person as such,
irrespective of whether the Corporation would have the power to indemnity and
hold such person harmless against such liability under the provisions hereof. If
the insurance or other arrangement is with a person or entity that is not
regularly engaged in the business of providing insurance coverage, the insurance
or arrangement may provide for payment of a liability with respect to which the
Corporation would not have the power to indemnity the person only if including
coverage for the additional liability has been approved by the shareholders of
the Corporation. Without limiting the power of the Corporation to procure or
maintain any kind of insurance or other arrangement, the Corporation may, for
the benefit of persons indemnified by the Corporation, (1) create a trust fund;
(2) establish any form of self-insurance; (3) secure its indemnity obligation by
grant of a security interest or other lien on the assets of the Corporation; or
(4) establish a letter of credit, guaranty, or surety arrangement. The insurance
or other arrangement may be procured, maintained, or established within the
Corporation or with any insurer or other person deemed appropriate by the Board
of Directors regardless of whether all or part of the stock or other securities
of the insurer or other person are owned in whole or part by the Corporation. In
the absence of fraud, the judgment of the Board of Directors as to the terms and
conditions of the insurance or other arrangement and the identity of the insurer
or other person participating in the arrangement shall be conclusive and the
insurance or arrangement shall not be voidable and shall not subject the
Directors approving the insurance or arrangement to liability, on any ground,
regardless of whether Directors participating in the approval are beneficiaries
of the insurance or arrangement.

     6.7 Notice. Any indemnification or advance of expenses to a present or
former director of the Corporation in accordance with this Article 6 shall be
reported in writing to the shareholders of the Corporation with or before the
notice or waiver of notice of the next shareholders' meeting or with or before
the next submission of a consent to action without a meeting and, in any case,
within the next twelve month period immediately following the indemnification or
advance.

                                    ARTICLE 7

                   STOCK CERTIFICATES AND TRANSFER REGULATIONS

     7.1 Description of Certificates. The shares of the capital stock of the
Corporation shall be represented by certificates in the form approved by the
Board of Directors and signed in the name of the Corporation by the President or
a Vice President and the Secretary or an Assistant Secretary of the Corporation,
and sealed with the seal of the Corporation or a facsimile thereof. Each
certificate shall state on the face thereof the name of the holder, the number
and class of shares and the designation of the series, if any, which such
certificate represents, the par value of shares covered thereby or a statement
that such shares are without par value, and such other matters as are required
by law. At such time as the Corporation may be authorized to issue shares of
more than one class or any class in series, every certificate shall set forth
upon the face or back of such certificate a statement of the designations,
preferences, limitations and relative rights of the shares of each class or
series authorized to be issued, as required by the laws of the State of
Delaware.


                                       15



     7.2 Delivery. Every holder of the capital stock in the Corporation shall be
entitled to have a certificate signed in the name of the Corporation by the
President or a Vice President and the Secretary or an Assistant Secretary of the
Corporation, certifying the class of capital stock and the number of shares
represented thereby as owned or held by such shareholder in the Corporation.

     7.3 Signatures. The signatures of the President, Vice President, Secretary
or Assistant Secretary upon a certificate may be facsimiles. In case any officer
or officers who have signed, or whose facsimile signature or signatures have
been placed upon any such certificate or certificates, shall cease to serve as
such officer or officers of the Corporation, whether because of death,
resignation, removal or otherwise, before such certificate or certificates are
issued and delivered by the Corporation, such certificate or certificates may
nevertheless be adopted by the Corporation and be issued and delivered with the
same effect as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures have been used thereon
had not ceased to serve as such officer or officers of the Corporation.

     7.4 Issuance of Certificates. Certificates evidencing shares of its capital
stock (both treasury and authorized but unissued) may be issued for such
consideration (not less than par value, except for treasury shares which may be
issued for such consideration) and to such persons as the Board of Directors may
determine from time to time. Shares shall not be issued until the full amount of
the consideration, fixed as provided by law, has been paid.

     7.5 Payment for Shares. Consideration for the issuance of shares shall be
paid, valued and allocated as follows:

          (a) Consideration. The consideration for the issuance of shares shall
     consist of money paid, labor done (including services actually performed
     for the Corporation), or property (tangible or intangible) actually
     received. Neither promissory notes nor the promise of future services shall
     constitute payment of consideration for shares.

          (b) Valuation. In the absence of fraud in the transaction, the
     determination of the Board of Directors as to the value of consideration
     received shall be conclusive.

          (c) Effect. When consideration, fixed as provided by law, has been
     paid, the shares shall be deemed to have been issued and shall be
     considered fully paid and nonassessable.

          (d) Allocation of Consideration. The consideration received for shares
     shall be allocated by the Board of Directors, in accordance with law,
     between the stated capital and capital surplus accounts.

     7.6 Subscriptions. Unless otherwise provided in the subscription agreement,
subscriptions of shares, whether made before or after organization of the
Corporation, shall be paid in full in such installments and at such times as
shall be determined by the Board of Directors. Any call made by the Board of
Directors for payment on subscriptions shall be


                                       16



uniform as to all shares of the same class and series. In case of default in the
payment of any installment or call when payment is due, the Corporation may
proceed to collect the amount due in the same manner as any debt due to the
Corporation.

     7.7 Closing of Transfer Records: Record Date for Action With Meetings. For
the purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders, or any adjournment thereof, or entitled to receive a
distribution by the Corporation (other than a distribution involving a purchase
or redemption by the Corporation of any of its own shares) or a share dividend,
or in order to make a determination of shareholders for any other proper purpose
(other than determining shareholders entitled to consent to action by
shareholders proposed to be taken without a meeting of shareholders), the Board
of Directors may provide that share transfer records shall be closed for a
stated period of time not to exceed, in any case, sixty (60) days. If the share
transfer records shall be closed for the purpose of determining shareholders,
such records shall be closed for at least ten (10) days immediately preceding
such meeting. In lieu of closing the share transfer records, as aforesaid, the
Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than sixty
(60) days, and in the case of a meeting of shareholders, not less than ten (10)
days prior to the date on which the particular action requiring such
determination of shareholders is to be taken. If the share transfer records are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive a distribution (other than a distribution involving a
purchase or redemption by the Corporation of any of its own shares) or a share
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such distribution or share
dividend is adopted, as the case may be, shall be the record date for such
determination of shareholders. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this Section,
such determination shall be applied to any adjournment thereof except where the
determination has been made through the closing of the stock transfer books and
the stated period of closing has expired.

     7.8 Registered Owners. Prior to due presentment for registration of
transfer of a certificate evidencing shares of the capital stock of the
Corporation in the manner set forth in Section 7.10 hereof, the Corporation
shall be entitled to recognize the person registered as the owner of such shares
on its records (or the records of its duly appointed transfer agent, as the case
may be) as the person exclusively entitled to vote, to receive notices and
dividends with respect to, and otherwise exercise all rights and powers relative
to such shares; and the Corporation shall not be bound or otherwise obligated to
recognize any claim, direct or indirect, legal or equitable, to such shares by
any other person, whether or not it shall have actual, express or other notice
thereof, except as otherwise provided by the laws of Delaware.

     7.9 Lost, Stolen or Destroyed Certificates. The Corporation shall issue a
new certificate in place of any certificate for shares previously issued if the
registered owner of the certificate satisfies the following conditions:

          (a) Proof of Loss. Submits proof in affidavit form satisfactory to the
     Corporation that such certificate has been lost, destroyed or wrongfully
     taken; and


                                       17



          (b) Timely Request. Requests the issuance of a new certificate before
     the Corporation has notice that the certificate has been acquired by a
     purchaser for value in good faith and without notice of an adverse claim;
     and

          (c) Bond. Gives a bond in such form, and with such surety or sureties,
     with fixed or open penalty, as the Corporation may direct, to indemnity the
     Corporation (and its transfer agent and registrar, if any) against any
     claim that may be made or otherwise asserted by virtue of the alleged loss,
     destruction, or theft of such certificate or certificates; and

          (d) Other Requirements. Satisfies any other reasonable requirements
     imposed by the Corporation.

     In the event a certificate has been lost, apparently destroyed or
wrongfully taken, and the registered owner of record fails to notify the
Corporation within a reasonable time after he has notice of such loss,
destruction, or wrongful taking, and the Corporation registers a transfer (in
the manner hereinbelow set forth) of the shares represented by the certificate
before receiving such notification, such prior registered owner of record shall
be precluded from making any claim against the Corporation for the transfer
required hereunder or for a new certificate.

     7.10 Registration of Transfers. Subject to the provisions hereof, the
Corporation shall register the transfer of a certificate evidencing shares of
its capital stock presented to it for transfer if:

          (a) Endorsement. Upon surrender of the certificate to the Corporation
     (or its transfer agent, as the case may be) for transfer, the certificate
     (or an appended stock power) is properly endorsed by the registered owner,
     or by his duly authorized legal representative or attorney-in-fact, with
     proper written evidence of the authority and appointment of such
     representative, if any, accompanying the certificate; and

          (b) Guaranty and Effectiveness of Signature. The signature of such
     registered owner or his legal representative or attorney-in-fact, as the
     case may be, has been guaranteed by a national banking association or
     member of the New York Stock Exchange, and reasonable assurance in a form
     satisfactory to the Corporation is given that such endorsements are genuine
     and effective; and

          (c) Adverse Claims. The Corporation has no notice of an adverse claim
     or has otherwise discharged any duty to inquire into such a claim; and

          (d) Collection of Taxes. Any applicable law local, state or federal)
     relating to the collection of taxes relative to the transaction has been
     complied with; and

          (e) Additional Requirements Satisfied. Such additional conditions and
     documentation as the Corporation (or its transfer agent, as the case may
     be) shall reasonably require, including without limitation thereto, the
     delivery with the surrender


                                       18



     of such stock certificate or certificates of proper evidence of succession,
     assignment or other authority to obtain transfer thereof, as the
     circumstances may require, and such legal opinions with reference to the
     requested transfer as shall be required by the Corporation (or its transfer
     agent) pursuant to the provisions of these Bylaws and applicable law, shall
     have been satisfied.

     7.11 Restrictions on Transfer and Legends on Certificates.

          (a) Shares in Classes or Series. If the Corporation is authorized to
     issue shares of more than one class, the certificate shall set forth,
     either on the face or back of the certificate, a full or summary statement
     of all of the designations, preferences, limitations, and relative rights
     of the shares of each such class and, if the Corporation is authorized to
     issue any preferred or special class in series, the variations in the
     relative rights and preferences of the shares of each such series so far as
     the same have been fixed and determined, and the authority of the Board of
     Directors to fix and determine the relative rights and preferences of
     subsequent series. In lieu of providing such a statement in full on the
     certificate, a statement on the face or back of the certificate may provide
     that the Corporation will furnish such information to any shareholder
     without charge upon written request to the Corporation at its principal
     place of business or registered office and that copies of the information
     are on file in the office of the Secretary of State.

          (b) Restriction on Transfer. Any restrictions imposed or agreed to by
     the Corporation on the sale or other disposition of its shares and on the
     transfer thereof must be copied at length or in summary form on the face,
     or so copied on the back and referred to on the face, of each certificate
     representing shares to which the restriction applies. The certificate may
     however state on the face or back that such a restriction exists pursuant
     to a specified document and that the Corporation will furnish a copy of the
     document to the holder of the certificate without charge upon written
     request to the Corporation at its principal place of business.

          (c) Preemptive Rights. Any preemptive rights of a shareholder to
     acquire unissued or treasury shares of the Corporation which are limited or
     denied by the articles of incorporation must be set forth at length on the
     face or back of the certificate representing shares subject thereto. In
     lieu of providing such a statement in fun on the certificate, a statement
     on the face or back of the certificate may provide that the Corporation
     will furnish such information to any shareholder without charge upon
     written request to the Corporation at its principal place of business and
     that a copy of such information is on file in the office of the Secretary
     of State.

          (d) Unregistered Securities. Any security of the Corporation,
     including, among others, any certificate evidencing shares of the Common
     Stock or warrants to purchase Common Stock of the Corporation, which is
     issued to any person without registration under the Securities Act of 1933,
     as amended, or the Blue Sky laws of any state, shall not be transferable
     until the Corporation has been furnished with a legal opinion of counsel
     with reference thereto, satisfactory in form and content to the Corporation
     and its counsel, to the effect that such sale, transfer or pledge does not


                                       19



     involve a violation of the Securities Act of 1933, as amended, or the Blue
     Sky laws of any state having jurisdiction. The certificate representing the
     security shall bear substantially the following legend:

THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE
SECURITIES LAW BUT HAVE BEEN ACQUIRED FOR THE PRIVATE INVESTMENT OF THE HOLDER
HEREOF AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED UNTIL EITHER (i) A
REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR SUCH APPLICABLE STATE
SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) THE
CORPORATION SHALL HAVE RECEIVED AN OPINION OF COUNSEL ACCEPTABLE TO THE
CORPORATION AND ITS COUNSEL THAT REGISTRATION UNDER SUCH SECURITIES ACT OR SUCH
APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH
PROPOSED OFFER, SALE OR TRANSFER.

                                    ARTICLE 8

                               GENERAL PROVISIONS

     8.1 Distributions. Subject to the provisions of the Delaware General
Corporation Law, as amended, and the Certificate of Incorporation, distributions
of the Corporation shall be declared and paid pursuant to the following
regulations:

          (a) Declaration and Payment. Distributions on the issued and
     outstanding shares of capital stock of the Corporation may be declared by
     the Board of Directors at any regular or special meeting and may be paid in
     cash, in property, or in shares of capital stock. Such declaration and
     payment shall be at the discretion of the Board of Directors.

          (b) Record Date. The Board of Directors may fix in advance a record
     date for the purpose of determining shareholders entitled to receive
     payment of any distribution, such record date to be not more than sixty
     (60) days prior to the payment date of such distribution, or the Board of
     Directors may close the stock transfer books for such purpose for a period
     of not more than sixty (60) days prior to the payment date of such
     distribution. In the absence of action by the Board of Directors, the date
     upon which the Board of Directors adopts the resolution declaring such
     distribution shall be the record date.

     8.2 Reserves. There may be created by resolution of the Board of Directors
out of the surplus of the Corporation such reserve or reserves as the Directors
from time to time, in their discretion, think proper to provide for
contingencies, or to equalize distributions, or to repair or maintain any
property of the Corporation, or for such other purposes as the Directors shall
think beneficial to the Corporation, and the Directors may modify or abolish any
such reserve in the manner in which it was created.


                                       20



     8.3 Books and Records. The Corporation shall maintain books and records of
account and shall prepare and maintain minutes of the proceedings of its
shareholders, its Board of Directors and each committee of its Board of
Directors. The Corporation shall keep at its registered office or principal
place of business, or at the office of its transfer agent or registrar, a record
of the original issuance of shares issued by the Corporation and a record of
each transfer of those shares that have been presented to the Corporation for
registration of transfer. Such records shall contain the names and addresses of
all past and present shareholders of the Corporation and the number and class of
shares issued by the Corporation held by each of them.

     8.4 Annual Statement. The Board of Directors shall present at or before
each annual meeting of shareholders a full and clear statement of the business
and financial condition of the Corporation, including a reasonably detailed
balance sheet and income statement under current date.

     8.5 Contracts and Negotiable Instruments. Except as otherwise provided by
law or these Bylaws, any contract or other instrument relative to the business
of the Corporation may be executed and delivered in the name of the Corporation
and on its behalf by the Chairman of the Board, the Chief Executive Officer, or
the Chief Operating Officer, if any, or the President of the Corporation. The
Board of Directors may authorize any other officer or agent of the Corporation
to enter into any contract or execute and deliver any contract in the name and
on behalf of the Corporation, and such authority may be general or confined to
specific instances as the Board of Directors may determine by resolution. All
bills, notes, checks or other instruments for the payment of money shall be
signed or countersigned by such officer, officers, agent or agents and in such
manner as are permitted by these Bylaws and/or as, from time to time, may be
prescribed by resolution of the Board of Directors. Unless authorized to do so
by these Bylaws or by the Board of Directors, no officer, agent or employee
shall have any power or authority to bind the Corporation by any contract or
engagement, or to pledge its credit, or to render it liable pecuniarily for any
purpose or to any amount.

     8.6 Fiscal Year. The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.

     8.7 Corporate Seal. The Corporation seal shall be in such form as may be
determined by the Board of Directors. The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any manner reproduced.

     8.8 Resignations. Any director, officer or agent may resign his office or
position with the Corporation by delivering written notice thereof to the
President or the Secretary. Such resignation shall be effective at the time
specified therein, or immediately upon delivery if no time is specified. Unless
otherwise specified therein, an acceptance of such resignation shall not be a
necessary prerequisite of its effectiveness.

     8.9 Amendment of Bylaws. These Bylaws may be altered, amended, or repealed
and new Bylaws adopted at any meeting of the Board of Directors at which a
quorum is present, by


                                       21



the affirmative vote of a majority of the Directors present at such meeting,
provided notice of the proposed alteration, amendment, or repeal be contained in
the notice of such meeting.

     8.10 Construction. Whenever the context so requires herein, the masculine
shall include the feminine and neuter, and the singular shall include the
plural, and conversely. If any portion or provision of these Bylaws shall be
held invalid or inoperative, then, so far as is reasonable and possible: (1) the
remainder of these Bylaws shall be considered valid and operative, and (2)
effect shall be given to the intent manifested by the portion or provision held
invalid or inoperative.

     8.11 Telephone Meetings. Shareholders, Directors, or members of any
committee may hold any meeting of such shareholders, Directors or committee by
means of conference telephone or similar communications equipment which permits
all persons participating in the meeting to hear each other and actions taken at
such meetings shall have the same force and effect as if taken at a meeting at
which persons were present and voting in person. The Secretary of the
Corporation shall prepare a memorandum of the action taken.

     8.12 Table of Contents: Captions. The table of contents and captions used
in these Bylaws have been inserted for administrative convenience only and do
not constitute matter to be construed in interpretation.

     IN DUE CERTIFICATION WHEREOF, the undersigned, being the Secretary of MEDIC
ONE AMBULANCE SERVICES, INC. confirms the adoption and approval of the foregoing
Bylaws, effective as of the ___ day of September, 1994.


                                        /s/ X
                                        ----------------------------------------
                                        Secretary


                                       22

EX-3.108

                                                                   Exhibit 3.108

STATE OF ALABAMA

STATEMENT OF CHANGE OF REGISTERED AGENT
OR REGISTERED OFFICE OR BOTH

CHECK ONE:     FOREIGN CORPORATION
           ---

            X  DOMESTIC PROFIT CORPORATION
           ---

PURSUANT TO THE PROVISIONS OF THE ALABAMA BUSINESS CORPORATION ACT, THE
UNDERSIGNED CORPORATION SUBMITS THE FOLLOWING STATEMENT FOR THE PURPOSE OF
CHANGING ITS REGISTERED AGENT, ITS REGISTERED OFFICE, OR BOTH IN THE STATE OF
ALABAMA.

State of Incorporation: Alabama

1.   The name of the corporation: MedLife Emergency Medical Service, Inc.

2.   The name of the present registered agent: Linda Swope

3.   The street address of the present registered office: 2155 Halls Mill Road,
     Mobile, Alabama 36606

4.   The name of its successor registered agent: The Corporation Company

5.   The street address to which its registered office is to be changed (street
     address of registered agent and registered office must be identical; NO PO
     BOX): 60 Commerce Street, Suite 1100, Montgomery, AL 36104.

6.   If you are changing the street address of the registered agent, you are
     required to notify the corporation in writing of the change in the
     registered agent's address.

7.   Date: March 7, 1997

                                        MedLife Emergency Medical Service, Inc.
                                        Name of Corporation

                                        William R. Cottick, Secretary
                                        Type or Print Corporate Officer's Name
                                        and Title


                                        /s/ W. R. Cottick
                                        ----------------------------------------
                                        Signature of Officer



I, The Corporation Company, consent to serve as registered agent to the above
named corporation on this, the 7th day of March, 1997.

                                        The Corporation Company


                                        By /s/ X
                                           -------------------------------------
                                           Signature of Registered Agent


                                        2



                            ARTICLES OF INCORPORATION

                                       OF

                     MEDLIFE EMERGENCY MEDICAL SERVICE, INC.

     The undersigned, acting as incorporators of a corporation under the Code of
Alabama, adopt the following Articles of Incorporation for such corporation:

     FIRST: The name of the corporation is MedLife Emergency Medical Service,
Inc.

     SECOND: The period of its duration is perpetual.

     THIRD: The purpose or purposes for which the corporation is organized are:
the transaction of any or all lawful business for which corporations may be
incorporated under Alabama Code, 1975, Title 10, Chapter 2B.

     FOURTH: The aggregate number of shares which the corporation shall have
authority to issue is 1,000 shares of common stock at a par value of $1.00 per
share.

     FIFTH: Provisions for the regulation of the internal affairs of the
corporation are: None.

     SIXTH: The address of the initial registered office of the corporation is
2155 Halls Mill Road, Mobile, Alabama, 36606, and the name of its initial
registered agent at such address is Linda Swope.

     SEVENTH: The number of directors constituting the initial board of
directors of the corporation is 2 and the names and addresses of the persons who
are to serve as directors until the first annual meeting of the shareholders or
until their successors are elected and shall qualify are:


                                        3





     Name             Address
     ----             -------
             
DALE A. SWOPE   2155 Halls Mill Road
                Mobile, Alabama 36606

LINDA SWOPE     2155 Halls Mill Road
                Mobile, Alabama 36606


     EIGHTH: The name and address of each incorporator is:



     Name             Address
     ----             -------
             
LINDA SWOPE     2155 Halls Mill Road
                Mobile, Alabama 36606


Dated Jan. 19th, 1996.


                                        /s/ Linda Swope
                                        ----------------------------------------
                                        LINDA SWOPE

                                        THIS INSTRUMENT PREPARED BY:

                                        C. Michael Smith
                                        PAUL & SMITH, P.C.
                                        150 South Dearborn
                                        Street Mobile,
                                        Alabama 36602


                                        4

EX-3.109

                                                                   Exhibit 3.109

                                     BY-LAWS

                                       OF

                     MEDLIFE EMERGENCY MEDICAL SERVICE, INC.

                               Article I. Offices

The principal office of the corporation in the State of Alabama shall he located
in the City of Mobile, Mobile County. The corporation may have such other
offices, either within or without the State of Alabama, as the board of
directors may designate or as the business of the corporation may require from
time to time.

The registered office of the corporation, required by the Alabama Business
Corporation Act to be maintained in the State of Alabama may be, but need not
me, identical with the principal office in the State of Alabama, and the address
of the registered office may be changed from time to time by the board of
directors.

                            Article II. Shareholders

Section 1. Annual Meeting. The annual meeting of the shareholders shall be held
on January 19th of each year, beginning with next year at 4:30'clock P.M., or
at such other time on such other day within such month as shall be fixed by the
board of directors, for the purpose of electing directors and for the
transaction of such other business as may come before the meeting. If the day
fixed for the annual meeting shall be a legal holiday in the State of Alabama,
such meeting shall be held on the next succeeding business day. If the election
of directors shall not be held on the day designated herein for any annual
meeting of the shareholders, or at any adjournment thereof, the board of
directors shall cause the election to be held at a special meeting of the
shareholders as soon thereafter as conveniently may be.

Section 2. Special Meetings. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the president or by the board of directors, and shall be called by the president
at the request of the holders of not less than one-tenth of all outstanding
shares of the corporation entitled to vote at a meeting.

Section 3. Place of Meeting. The board of directors may designate any place,
either within or without the State of Alabama, as the place of meeting for any
annual meeting or for any special meeting called by the board of directors. A
waiver of notice signed by all shareholders entitled to vote at a meeting may
designate any place, either within or without the State of Alabama, as the place
for the holding of such meeting. If no designation is made, or if a special
meeting be otherwise called, the place of meeting shall be the principal office
of the corporation in the State of Alabama.

Section 4. Notice of Meeting. Written notice stating the place, day and hour of
the meeting and, in case of a special meeting, the purpose or purposes for which
the meeting is called, shall, unless otherwise prescribed by statute, be
delivered not less than ten nor more than fifty days



before the date of the meeting, either personally or by mail, by or at the
direction of the president, or the secretary, or the officer or other persons
calling the meeting, to each shareholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, addressed to the shareholder at his address as it
appears on the stock transfer books of the corporation, with postage thereon
prepaid. Notwithstanding the provisions of this section, the stock or bonded
indebtedness of the corporation shall not be increased at a meeting unless
notice of such meeting shall have been given as may be required by section 234
of the Constitution of Alabama as the same may be amended from time to time.

Section 5. Closing of Transfer Books or Fixing of Record Date. For the purpose
of determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or the shareholders entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other proper purpose, the board of directors of the corporation may provide
that the stock transfer books shall be closed for a stated period but not to
exceed, in any case, fifty days. If the stock transfer books shall be closed for
the purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten days
immediately preceding such meeting. In lieu of closing the stock transfer books,
the board of directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than fifty
days and, in case of a meeting of shareholders, not less than ten days prior to
the date on which the particular action, requiring such determination of
shareholders, is to be taken. If the stock transfer books are not closed and no
record date is fixed for the determination of shareholders entitled to notice of
or to vote at a meeting of shareholders, or shareholders entitled to receive
payment of a dividend, the date on which notice of the meeting is mailed or the
date on which the resolution of the board of directors declaring such dividend
is adopted, as the case may be, shall be the record date for such determination
of shareholders. When a determination of shareholders, entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof except where the
determination has been made through the closing of the stock transfer books and
the stated period of closing has expired.

Section 6. Voting Record. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make, at least ten (10) days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at each meeting of shareholders or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of shares
held by each. For a period of ten days prior to any meeting of shareholders,
such list shall be kept on file at the principal office of the corporation and
shall be subject to inspection by any shareholder making written request
therefor at any time during usual business hours. The list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any shareholder during the whole time of the meeting.

Section 7. Quorum. A majority of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. If less than a majority of the outstanding shares
are represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at a meeting as originally noticed.
The shareholder


                                        2



present at a duly organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum.

Section 8. Proxies. At all meetings of shareholders, a shareholder may vote in
person or by proxy executed in writing by the shareholder or by his duly
authorized attorney-in-fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.

Section 9. Voting of Shares. (Subject to the provisions of Section 12 of this
Article II.) Each outstanding share entitled to vote shall be entitled to one
vote upon each matter submitted to a vote at a meeting of shareholders.

Section 10. Voting of Shares by Certain Holders. Shares standing in the name of
another corporation, domestic or foreign, may be voted by such officer, agent or
proxy as the by-laws of such other corporation may prescribe, or, in the absence
of such provision, as the board of directors of such other corporation may
determine.

Shares held by an administrator, executor, guardian or conservator may be voted
by him, either in person or by proxy, without a transfer of such shares into his
name. Shares standing in the name of a trustee may be voted by him, either in
person or by proxy, but no trustee shall be entitled to vote shares held by him
without a transfer of such shares into his name and no corporate trustee shall
be entitled to vote in the election of directors shares held by it solely in a
fiduciary capacity if such shares are shares issued by the corporate trustee
itself.

Shares standing in the name of a receiver may be voted by such receiver, and
shares held by or under the control of a receiver may be voted by such receiver
without the transfer thereof into his name if authority so to do be contained in
an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares
until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the corporation, nor shares
held by another corporation if a majority of the shares entitled to vote for the
election of directors of such other corporation is held by the corporation,
shall be voted at any meeting or counted in determining the total number of
outstanding shares at any given time.

Section 11. Informal Action by Shareholders. Any action required or permitted to
be taken at a meeting of the shareholders may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the shareholders entitled to vote with respect to the subject matter thereof.

Section 12. Cumulative Voting. At each election for directors every shareholder
entitled to vote at such election shall have the right to vote, in person or by
proxy, the number of shares owned by him for as many persons as there are
directors to be elected and for whose election he has a right to vote, or to
cumulate his votes by giving one candidate as many votes as the number of


                                        3



such directors multiplied by the number of his shares shall equal, or by
distributing such votes on the same principle among any number of such
candidates.

                        Article III. Board of Directors

Section 1. General Powers. The business and affairs of the corporation shall be
managed by its board of directors.

Section 2. Number, Tenure and Qualifications. The number of directors of the
corporation shall be two. Each director shall hold office until the next annual
meeting of shareholders and until his successor shall have been elected and
qualified, Directors need not be residents of the State of Alabama or
shareholders of the corporation.

Section 3. Regular Meetings. A regular meeting of the board of directors shall
be held without other notice than this by-law immediately after, and at the same
place as, the annual meeting of shareholders. The board of directors may
provide, by resolution, the time and place, either within or without the State
of Alabama, for the holding of additional regular meetings without other notice
than such resolution.

Section 4. Special Meetings. Special meetings of the board of directors may be
called by or at the request of the president or any two directors.

Section 5. Place of Meeting. The board of directors may designate any place,
either within or without the State of Alabama, as the place of meeting for any
regular or special meeting of the board of directors. Members of the board of
directors may participate in a meeting of such board by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same time and
participation by such means shall constitute presence in person at a meeting.

Section 6. Notice. Notice of any special meeting shall be given at least two
days previously thereto by written notice delivered personally or mailed to each
director at his business address, or by telegram. If mailed, such notice shall
be deemed to be delivered when deposited in the United States mail, so
addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. Any director may waive notice of any meeting. The attendance
of a director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the board of directors need be specified in the
notice or waiver of notice of such meeting.

Section 7. Quorum. A majority of the number of directors fixed by Section 2 of
this Article III shall constitute a quorum for the transaction of business at
any meeting of the board of directors, but if less than such majority is present
at a meeting, a majority of the directors present may adjourn the meeting from
time to time without further notice.

If a quorum is present when the meeting is convened, the directors present may
continue to do business, taking action by a vote of a majority of a quorum,
until adjournment, notwithstanding


                                        4



the withdrawal of enough directors to leave less than a quorum present, or the
refusal of any director present to vote.

Section 8. Manner of Acting. The act of the majority of the directors present at
a meeting at which a quorum is present shall be the act of the board of
directors.

Section 9. Action Without a Meeting. Any action required or permitted to be
taken by the board of directors at a meeting may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the directors.

Section 10. Vacancies. Any vacancy occurring in the board of directors may be
filled by the affirmative vote of a majority of the remaining directors though
less than a quorum of the board of directors. A director elected to fill a
vacancy shall be elected to serve until the next annual meeting of shareholders.
Any directorship to be filled by reason of an increase in the number of
directors shall be filled by election at an annual meeting or at a special
meeting of shareholders called for that purpose.

Section 11. Compensation. By resolution of the board of directors, each director
may be paid his expenses, if any, of attendance at each meeting of the board of
directors, and may be paid a stated salary as director or a fixed sum for
attendance at each meeting of the board of directors or both. No such payment
shall preclude any director from serving the corporation in any other capacity
and receiving compensation therefor.

Section 12. Presumption of Assent. A director of the corporation who is present
at a meeting of the board of directors at which action on any corporate matter
is taken shall be presumed to have assented to the action taken unless his
dissent shall be entered in the minutes of the meeting or unless he shall file
his written dissent to such action with the person acting as the secretary of
the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the secretary of the corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.

                              Article IV. Officers

Section 1. Number. The officers of the corporation shall be a president and a
secretary, both of whom shall be elected by the board of directors. Such other
officers and assistant officers as may be deemed necessary may be elected or
appointed by the board of directors. Any two or more offices may be held by the
same person.

Section 2. Election and Term of Office. The officers of the corporation to be
elected by the board of directors shall be elected annually by the board of
directors at the first meeting of the board of directors held after each annual
meeting of the shareholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as conveniently may
be. Each officer shall hold office until his successor shall have been duly
elected and shall have qualified or until his death or until he shall resign or
shall have been removed in the manner hereinafter provided.

Section 3. Removal. Any officer or agent may be removed by the board of
directors whenever in its judgment the best interests of the corporation will be
served thereby, but such removal shall


                                        5



be without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself create
contract rights.

Section 4. Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filled by the board of directors
for the unexpired portion of the term.

Section 5. President. The president shall be the principal executive officer of
the corporation, and subject to the control of the board of directors, shall in
general supervise and control all of the business and affairs of the
corporation. He shall, when present, preside at all meetings of the shareholders
and of the board of directors. He may sign, with the secretary or any other
proper officer of the corporation thereunto authorized by the board of
directors, certificates for shares of the corporation and deeds, mortgages,
bonds, contracts, or other instruments which the board of directors has
authorized to be executed, except in the cases where the signing and execution
thereof shall be expressly delegated by the board of directors or by these
By-laws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of president and such other duties as may be
prescribed by the board of directors from time to time.

Section 6. Vice-presidents. In the absence of the president or in the event of
his death, inability or refusal to act, the vice-president (or in the event
there be more than one vice-president, the vice-presidents in the order
designated at the time of their election, or in the absence of any designation,
then in the order of their election) shall perform the duties of the president,
and when so acting, shall have all the powers of and be subject to all the
restrictions upon the president. Any vice-president may sign, with the secretary
or any other proper officer of the corporation thereunto authorized by the board
of directors, certificates for shares of the corporation; and shall perform such
other duties as from time to time may be assigned to him by the president or by
the board of directors.

Section 7. The Secretary. The secretary shall: (a) keep the minutes of the
proceedings of the shareholders and of the board of directors in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these By-laws or as required by law; (c) be
custodian of the corporate records and of the seal of the corporation and see
that the seal of the corporation is affixed to all documents the execution of
which on behalf of the corporation under its seal is duly authorized; (d) keep a
register of the post office address of each shareholder which shall be furnished
to the secretary by such shareholder; (e) sign with the president, any
vice-president, or the treasurer, certificates for shares of the corporation,
the issuance of which shall have been authorized by resolution of the board of
directors; (f) have general charge of the stock transfer books of the
corporation; and (g) in general perform all duties incident to the office of
secretary and such other duties as from time to time may be assigned to him by
the president or by the board of directors.

Section 8. The Treasurer. The treasurer shall: (a) have charge and custody of
and be responsible for all funds and securities of the corporation; (b) receive
and give receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositaries as shall be selected in accordance
with the provisions of Article V of these By-laws; and (c) in general perform
all of


                                        6



the duties incident to the office of treasurer and such other duties as from
time to time may be assigned to him by the president or by the board of
directors. The treasurer may sign, with the secretary or any other proper
officer of the corporation thereunto authorized by the board of directors,
certificates for shares of the corporation. If required by the board of
directors, the treasurer shall give a bond for the faithful discharge of his
duties in such sum and with such surety or sureties as the board of directors
shall determine.

Section 9. Assistant Secretaries and Assistant Treasurers. The assistant
secretaries or assistant treasurers, when authorized by the board of directors,
may sign with the president, any vice-president or the treasurer, certificates
for shares of the corporation the issuance of which shall have been authorized
by a resolution of the board of directors. The assistant treasurers shall
respectively, if required by the board of directors, give bonds for the faithful
discharge of their duties in such sums and with such sureties as the board of
directors shall determine. The assistant secretaries and assistant treasurers,
in general, shall perform such duties as shall be assigned to them by the
secretary or the treasurer, respectively, or by the president or the board of
directors.

Section 10. Salaries. The salaries of the officers shall be fixed from time to
time by the board of directors and no officers shall be prevented from receiving
such salary by reason of the fact that he is also a director of the corporation.

                Article V. Contracts, Loans, Checks and Deposits

Section 1. Contracts. The board of directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation and
no evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the board of directors. Such authority may be general or confined
to specific instances.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation shall be signed by such officer or officers, agent or agents of
the corporation and in such manner as shall from time to time be determined by
resolution of the board of directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall
be deposited from time to time to the credit of the corporation in such banks,
trust companies or other depositaries as-the board of directors may select.

                      Article VI. Certificates for Shares

Section 1. Certificates for Shares. Certificates representing shares of the
corporation shall be in such form as shall be determined by the board of
directors. Such certificates shall be signed by the president and by the
secretary and sealed with the corporate seal or a facsimile thereof. The
signatures of such officers upon a certificate may be facsimiles if the
certificate is manually signed on behalf of a transfer agent or a registrar,
other than the corporation itself or one of its employees. Each certificate for
shares shall be consecutively numbered or otherwise identified.


                                        7



The name and address of the person to whom the shares represented thereby are
issued, with the number and class of shares and the date of issue, shall be
entered on the stock transfer books of the corporation. All certificates
surrendered to the corporation for transfer shall be canceled and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and canceled, except that in case of a lost,
destroyed or mutilated certificate a new one may be issued therefor upon such
terms and indemnity to the corporation as the board of directors may prescribe.

Section 2. Lost, Stolen, Destroyed or Mutilated Certificates. No certificate for
shares or stock in the corporation shall be issued in place of any certificate
alleged to have been lost, destroyed or stolen, except on production of such
evidence of such loss, destruction or theft as the board of directors may in its
discretion require, and on deliver to the corporation, if the board of directors
shall so require, of a bond of indemnity, upon such terms and secured by such
surety as the board of directors may in its discretion require.

Section 3. Transfer of Shares. Transfer of shares of the corporation shall be
made only on the stock transfer books of the corporation by the holder of record
thereof or by his legal representative, who shall furnish proper evidence of
authority to transfer, or by his attorney thereunto authorized by power of
authority duly executed and filed with the secretary of the corporation, and on
surrender for cancellation of the certificate for such shares. The person in
whose name shares stand on the books of the corporation shall be deemed by the
corporation to be the owner thereof for all purposes.

                            Article VII. Fiscal Year

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

                             Article VIII. Dividends

The board of directors may, from time to time declare and the corporation may
pay dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law and its Articles of Incorporation.

                           Article IX. Corporate Seal

The board of directors shall provide a corporate seal which shall be circular in
form and shall have inscribed thereon the name of the corporation and the state
of incorporation and the words "Corporate Seal."

                           Article X. Waiver of Notice

Whenever any notice is required to be given to any shareholder or director of
the corporation under the provisions of these By-laws or the provisions of the
Articles of Incorporation or under the provisions of the Constitution of Alabama
or the Alabama Business Corporation Act, a waiver thereof in writing signed by
the person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.


                                        8



                             Article XI. Amendments

These By-laws may be altered, amended or repealed and new By-laws may be adopted
by the board of directors provided, however, that the board of directors may not
alter, amend or repeal any by-law establishing what constitutes a quorum at
shareholders meetings.


Date                                          /s/ Dale A. Swope
     --------------------------------         ----------------------------------
                                              DALE A. SWOPE, Secretary


                                        9

EX-3.110

                                                                   Exhibit 3.110

                            ARTICLES OF INCORPORATION

                                       OF

                        ALEXANDER AMBULANCE SERVICE, INC.

     The undersigned incorporator desiring to form a corporation (hereinafter
referred to as the "Corporation") pursuant to the provisions of the Indiana
General Corporation Act (Medical Professional Corporation Act/Dental
Professional Corporation Act/Professional Corporation Act of 1965), as amended
(hereinafter referred to as the "Act"), execute the following Articles of
Incorporation.

                                    ARTICLE I
                                      Name

     The name of the Corporation is Alexander Ambulance Service, Inc.

                                   ARTICLE II
                                    Purposes

     The purposes for which the Corporation is formed are:

     1. To operate an ambulance service.

     2. To own, operate, lease and license ambulances, emergency vehicles,
automobiles and trucks.

     3. To operate a Paramedic service.

     4. To deal in personal property. To acquire (by purchase, exchange, lease,
hire or otherwise), hold, mortgage, pledge, hypothecate, exchange, sell, deal in
and dispose of, alone or in syndicates or otherwise in conjunction with others,
commodities and other personal property of every kind, character and description
whatsoever and wheresoever situated, and any interest therein.

     5. To deal in real property. To acquire (by purchase, exchange, lease, hire
or otherwise), hold, own, improve, manage, operate, lease as lessee, let as
lessor, sell, convey or mortgage, either alone or in conjunction with others,
real estate of every kind, character and description whatsoever and wheresoever
situated, and any interest therein.



     6. To act as agent. To act in any state in which the Corporation is
qualified to do business, as agent or representative for any individual,
association, corporation or legal entity, respecting business which the
Corporation is authorized to transact.

     7. To make contracts. To enter into, make, perform and carry out, or cancel
and rescind, contracts for any lawful purposes pertaining to the business of the
corporation.

     8. To raise funds. To borrow or raise money for any of the purposes of the
Corporation, and, from time to time, without limit as to amounts, to draw, make,
accept, endorse, execute and issue promissory notes, drafts, bills of exchange,
warrants, bonds, debentures and other negotiable or non-negotiable instruments
and evidences of indebtedness, and to secure the payment thereof, and the
interest thereon, by mortgage on, or pledge, conveyance, or assignment in trust
of, the whole or any part, of the assets of the Corporation, real, personal or
mixed, including contract rights, whether at the time owned or thereafter
acquired, and to sell, pledge, or otherwise dispose of such securities or other
obligations of the Corporation for its corporate purposes.

     9. To deal in its own securities. To acquire (by purchase, exchange, lease,
hire or otherwise), hold, sell, transfer, reissue or cancel the shares of its
own capital stock, or any securities or other obligations of the Corporation, in
the manner and to the extent now or hereafter permitted by the laws of Indiana,
except that the Corporation shall not use its funds or other assets for the
purchase of its own shares of stock when such use would cause any impairment of
the capital of the Corporation, and except that shares of its own capital stock
beneficially owned by the Corporation shall not be voted directly or indirectly.

     10. To deal in securities generally. To purchase, take, receive, subscribe
for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend,
pledge, or otherwise dispose of, and otherwise use and deal in and with, share
or other interest in, or obligations of, other individuals, or domestic or
foreign corporations, associations, or partnerships, for whatever purpose or
purposes formed or operating or direct or indirect obligations of the United
States or of any government, state, territory, governmental district or
municipality or of any instrumentality thereof.


                                        2



     11. To do everything necessary, proper, advisable or convenient for the
accomplishment of any of the purposes, or the attainment of any of the objects
or the furtherance of any of the powers herein set forth, and to do every other
act and thing incidental thereto or connected therewith, which is not forbidden
by the laws of the State of Indiana, or by the provisions of these Articles of
Incorporation.

                                   ARTICLE III
                               Period of Existence

     The period during which the Corporation shall continue is perpetual.

                                   ARTICLE IV
                       Resident Agent and Principal Office

Section 1. Resident Agent.

     The name and address of the Corporation's Resident Agent for service of
process is Thomas A. Alexander, 4200 Stringtown Road, Evansville, Indiana
(47711).

Section 2. Principal Office.

     The post office address of the principal office of the Corporation is 4200
Stringtown Road, Evansville, Indiana (47711).

                                    ARTICLE V
                                Authorized Shares

Section 1. Number of Shares:

     A. The total number of shares which the Corporation is to have authority to
issue is 1,000.

     B. The number of authorized shares which the Corporation designates as
having par value is none with a par value of -0-.

     C. The number of authorized shares which the Corporation designates as
without par value is 1,000.

Section 2. Terms of Shares (if any) :

     There shall be one class of capital stock, which shall be designated as
Common Capital Stock, all of which shares of stock shall have no par value.


                                        3



     The Board of Directors, by resolution, shall have the right to restrict the
sale of the capital stock of the Corporation in any manner that they see fit,
consistent with the laws of the State of Indiana; provided, however, notice of
such restriction is given on the stock certificates.

     Shares of capital stock shall be issued for such consideration, terms and
conditions as the Board of Directors by resolution, from time to time, shall
determine.

                                   ARTICLE VI
                      Requirements Prior to Doing Business

     The Corporation will not commence business until consideration of the value
at least One Thousand Dollars ($1,000.00) has been received for the issuance of
shares.

                                   ARTICLE VII
                                   Director(s)

Section 1. Number of Directors:

     The initial Board of Directors is composed of three (3) members. The number
of directors may be from time to time fixed by the By-Laws of the Corporation at
any number. In the absence of a By-Law fixing the number of directors, the
number shall be two (2).

Section 2. Names and Post Office Addresses of the Director(s):

     The names and post office addresses of the initial Board of Directors of
the Corporation are:



Name                     Number and Street or Building   City          State   Zip Code
- ----                     -----------------------------   ----          -----   --------
                                                                   
Thomas A. Alexander,     4200 Stringtown Road,           Evansville,   IN      47711
Sheryl Lynn Alexander,   4200 Stringtown Road,           Evansville,   IN      47711


Section 3. Qualifications of Directors (if any):
Directors need not be shareholders of the corporation.

                                  ARTICLE VIII
                                  Incorporator

     The name and post office address of the incorporator of the Corporation is:


                                        4





Name                   Number and Street or Building   City          State   Zip Code
- ----                   -----------------------------   ----          -----   --------
                                                                 
Thomas A. Alexander,   4200 Stringtown Road,           Evansville,   IN       47711


                                   ARTICLE IX
                      Provisions for Regulation of Business
                      and Conduct of Affairs of Corporation
          ("Powers" of the Corporation, its directors or shareholders)

     Section 9.01. Meetings of the Directors of the Corporation shall be held at
such place, within or without the State of Indiana, as may be specified in the
respective notices, or waivers of notice thereof.

     Section 9.02. The Board of Directors of the Corporation shall have the
power, without the assent or vote of the Shareholders, to make, alter, amend or
repeal the Code of By-Laws of the Corporation, but the affirmative vote of a
majority of the then members of the Board of Directors shall be necessary to
make such Code of By-Laws or to effect any alterations amendment or repeal
thereof.

     Section 9.03. Any contract or other transaction between the Corporation and
one or more of its Directors, or between the Corporation and any firm of which
one or more of its Directors are members or employees, or in which they are
interested, or between the Corporation and any corporation or association of
which one or more of its Directors are stockholders, members, directors,
officers or employees, or in which they are interested shall be valid for all
purposes, notwithstanding the presence of such director or directors at the
meeting of the Board of Directors which acts upon, or in reference to, such
contract or transaction and notwithstanding his or their participation in such
action, if the fact of such interest shall be disclosed or known to the Board of
Directors and the Board of Directors shall authorize, approve and ratify such
contract or transaction by a vote of a majority of the Directors present, such
interested Director or Directors to be counted in determining whether a quorum
is present, but are not to be counted in calculating the majority of such quorum
necessary to carry such vote. This Section shall not be construed to invalidate
any contract or other transaction which would otherwise be valid under the
common and statutory law applicable thereto.

     Section 9.04. The Corporation reserves the right to alter, amend or repeal
any provisions contained in these Articles of Incorporation in the manner now or
hereafter prescribed by the provisions of the Act, or any other pertinent
enactment of the General Assembly of the State of Indiana; and all rights and
powers conferred hereby on shareholders, directors and officers of the
Corporation are subject to such reserved right.


                                        5



     Section 9.05. Any action required or permitted to be taken at any meeting
of the Board of Directors or of any committee thereof may be taken without a
meeting if a written consent thereto is signed by all members of the Board of
Directors or of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board of Directors or such
committee.

     Section 9.06. The Corporation shall indemnify each person who is or was a
director, officer or employee of the Corporation, or of any other corporation
which he is serving or served in any capacity at the request of the Corporation,
against any and all liability and reasonable expense that may be incurred by him
in connection with or resulting from any claim, action, suit or proceeding
(whether actual or threatened, brought by or in criminal, administrative,
investigative, or in connection with an appeal relating thereto), in which he
may become involved, as a party or otherwise, by reason of his being or having
been a director, officer or employee of the Corporation or of such other
corporation, or by reason of any past or future action taken or not taken in his
capacity as such director, officer or employee, whether or not he continues to
be such at the time such liability or expense is incurred, provided that such
person acted in good faith in what he reasonably believed to be the best
interests of the Corporation or such other corporation, as the case may be, and,
in addition, in any criminal action or proceedings, had no reasonable cause to
believe that his conduct was unlawful. As used in this Article IX, the terms
"liability" and "expense" shall include, but shall not be limited to, attorneys'
fees and disbursements and amounts of judgments, fines or penalties against, and
amounts paid in settlement by, a director, officer or employee. The termination
of any claim, (whether with or without court approval) or conviction or upon a
plea of guilty or of nolo contendere, or its equivalent, shall not create a
presumption that a director, officer or employee did not meet the standards of
conduct set forth in the first sentence of this Section 9.06.

     Any such director, officer or employee who has been wholly successful, on
the merits or otherwise, with respect to any claims, suit or proceeding of the
character described herein shall be entitled to indemnification as of right.
Except as provided in the preceding sentence, any indemnification hereunder
shall be made at the discretion of the Corporation, but only if 1) the Board of
Directors, acting by a quorum consisting of directors who are not parties to or
who have been wholly successful with respect to such claim, action, suit or
proceedings, shall find that the director, officer or employee has met the
standards of conduct set forth in the first sentence of this Section 9.06, or 2)
independent legal counsel (who may not be regular counsel of the Corporation)
shall deliver to it their written opinion that such director, officer or
employee has met such standards.


                                        6



     If several claims, issues or matters of action are involved, any such
person may be entitled to indemnification as to some matters, even though he is
not so entitled as to others.

     The Corporation may advance expenses to, or where appropriate may, at its
expenses, undertake the defense of any such director, officer or employee upon
receipt of an undertaking by or on behalf of such person to repay such expenses
if it should ultimately be determined that he is not entitled to indemnification
under this Section 9.06.

     The provisions of this Section 9.06 shall be applicable to claims, actions,
suits or proceedings made or commenced after the adoption hereof, whether
arising from acts or omissions to act occurring before or after the adoption
hereof.

     The rights of indemnification provided hereunder shall be in addition to
any rights to which any person concerned may otherwise be entitled by contract
or as a matter of law, and shall inure to the benefit of the heirs, executors
and administrators of any such person.

     Section 9.07. The officers of the Corporation shall be a President, a
Secretary and a Treasurer and, at the discretion of the Board of Directors, may
have one or more Vice Presidents. Any two offices may be held by one person,
except those of President and Secretary.

     IN WITNESS WHEREOF, the undersigned, being the incorporator designated in
Article VIII, executes these Articles of Incorporation and certify to the truth
of the facts herein stated, this 25th day of September, 1980.


                                                      /s/ Thomas A. Alexander
                                                      --------------------------
                                                      Thomas A. Alexander

STATE OF INDIANA        )
                        ) SS:
COUNTY OF VANDERBURGH   )

     I, the undersigned, a Notary Public duly commissioned to take
acknowledgements and administer oaths in the State of Indiana and residing in
Vanderburgh County, Indiana, certify that Thomas A. Alexander, being the
incorporator referred to in Article VIII of the foregoing Articles of
Incorporation, personally appeared before me; acknowledged the execution
thereof; and swore to the truth of the facts therein stated.


                                        7



Witness my hand and Notarial Seal this 25th day of September, 1980.


                                            /s/ Edwin W. Johnson
                                            ------------------------------------
                                            Edwin W. Johnson   Notary Public
                                            Resident of Vanderburgh Co., Indiana

My Commission Expires:
November 21, 1980

This instrument was prepared by Edwin W. Johnson, Attorney at Law, 2230 West
Franklin Street, P. O. Box 6016, Station B, Evansville Indiana, 47712 (#33 and
#37)


                                        8



                                STATE OF INDIANA
                        OFFICE OF THE SECRETARY OF STATE

                              ARTICLES OF AMENDMENT

To Whom These Presents Come, Greeting:

WHEREAS, there has been presented to me at this office, Articles of Amendment
for:

     ALEXANDER AMBULANCE SERVICE INC

and said Articles of Amendment have been prepared and signed in accordance with
the provisions of the

Indiana Business Corporation Law, as amended.

NOW, THEREFORE, I, JOSEPH H. HOGSETT, Secretary of State of Indiana, hereby
certify that I have this day filed said articles in this office.

The effective date of these Articles of Amendment is December 20, 1993.

In Witness Whereof, I have hereunto set my hand and affixed the seal of the
State of Indiana, at the City of Indianapolis, this Twentieth day of December,
1993


- -------------------------------------
JOSEPH H. HOGSETT, Secretary of State


By
   ----------------------------------
                               Deputy


                                        9



ARTICLES OF AMENDMENT OF THE
ARTICLES OF INCORPORATION OF:

ALEXANDER AMBULANCE SERVICE, INC.

The undersigned officers of
ALEXANDER AMBULANCE SERVICE, INC.

(hereinafter referred to as the "Corporation") existing pursuant to the
provisions of:

(Indicate appropriate act)
 X  Indiana Business Corporation Law     Indiana Professional Corporation Act of
- ---                                  ---
1983 as amended (hereinafter referred to as the "Act"), desiring to give notice
of corporate action effectuating amendment of certain provisions of Its Articles
of Incorporation, certify the following facts:

                             ARTICLE I Amendment(s)
SECTION 1 The date of incorporation of the corporation is:
                               September 29, 1980

SECTION 2 The name of the corporation following this amendment to the Articles
of Incorporation is:

     ALEXANDER AMBULANCE SERVICE, INC.

SECTION 3

The exact text to Article(s) IV of the Articles of Incorporation is now as
follows:

                                   ARTICLE IV
                       Resident Agent and Principal Office

     Section 1. Resident Agent.

     The name and address of the Corporation's Resident Agent for service of
process is Craig Miller, 333 South Clinton, Fort Wayne, Indiana.

     Section 2. Principal Office.

     The post office address of the principal office of the Corporation is 522
NW First Street, Evansville, Indiana.


                                       10



                                STATE OF INDIANA
                        OFFICE OF THE SECRETARY OF STATE

                              ARTICLES OF AMENDMENT

To Whom These Presents Come, Greeting:

WHEREAS, there has been presented to me at this office, Articles of Amendment
for:

                         ALEXANDER AMBULANCE SERVICE INC

and said Articles of Amendment have been prepared and signed in accordance with
the provisions of the Indiana Business Corporation Law, as amended.

The name of the corporation is amended as follows:

                       MERCY AMBULANCE OF EVANSVILLE, INC.

NOW, THEREFORE, I, JOSEPH H. HOGSETT, Secretary of State of Indiana, hereby
certify that I have this day filed said articles in this office.

The effective date of these Articles of Amendment is September 27, 1994.

In Witness Whereof, I have hereunto set my hand and affixed the seal of the
State of Indiana, at the City of Indianapolis, this Twenty-seventh day of
September, 1994


/s/ Joseph H. Hogsett
- -------------------------------------
JOSEPH H. HOGSETT, Secretary of State


By /s/ X
   ----------------------------------
                               Deputy


                                       11



ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION OF:

The undersigned officers of Alexander Ambulance Service, Inc.

(hereinafter referred to as the "Corporation") existing pursuant to the
provisions of:

(Indicate appropriate act)
 X  Indiana Business Corporation Law     Indiana Professional Corporation Act of
- ---                                  ---
1983 as amended (hereinafter referred to as the "Act"), desiring to give notice
of corporate action effectuating amendment of certain provisions of its Articles
of Incorporation, certify the following facts:

                             ARTICLE I Amendment(s)
SECTION 1 The date of incorporation of the corporation is:
                               September 29, 1980

SECTION 2 The name of the corporation following this amendment to the Articles
of Incorporation is:

                       Mercy Ambulance of Evansville, Inc.

SECTION 3
The exact text to Article(s) I of the Articles of Incorporation is now as
follows:

     The name of the Corporation is changed from Alexander Ambulance Service,
Inc. to Mercy Ambulance of Evansville, Inc.


                                       12



                     ARTICLE II Manner of Adoption and Vote

SECTION 1 Action by Directors:

     The Board of Directors of the Corporation duly adopted a resolution
proposing to amend the terms and provisions of Article(s) IV of the Articles of
Incorporation and directing a meeting of the Shareholders, to be held on
November 10, 1993, allowing such Shareholders to vote on the proposed amendment.

The resolution was adopted by: (Select appropriate paragraph)

     (a) Vote of the Board of Directors at a meeting held on __________________,
19 ____, at which a quorum of such Board was present.

     (b) Written consent executed on November 10, 1993, and signed by all
members of the Board of Directors.

SECTION 2 Action by Shareholders:

     The Shareholders of the Corporation entitled to vote in respect of the
Articles of Amendment adopted the proposed amendment. The amendment was adopted
by: (Select appropriate paragraph)

     (a) Vote of such Shareholders during the meeting called by the Board of
Directors. The result of such vote is as follows:


                                 TOTAL
SHAREHOLDERS ENTITLED TO VOTE:
SHAREHOLDERS VOTED IN FAVOR:
SHAREHOLDERS VOTED AGAINST:

     (b) Written consent executed on November 10, 1993, and signed by all such
Shareholders.

SECTION 3 Compliance with Legal Requirements.

     The manner of the adoption of the Articles of Amendment and the vote by
which they were adopted constitute full legal compliance with the provisions of
the Act, the Articles of Incorporation, and the By-Laws of the Corporation.

     I hereby verify subject to penalties of perjury that the statements
contained are true this 10th day of November, 1993.

Current Officer's Signature   Officer's Name Printed
                              SCOTT BRADY


/s/ Scott Brady
- ---------------------------
Officer's Title
   PRESIDENT


                                       13



                     ARTICLE II Manner of Adoption and Vote

SECTION 1 Action by Directors:

     The Board of Directors of the Corporation duly adopted a resolution
proposing to amend the terms and provisions of

Article(s) I of the Articles of Incorporation and directing a meeting of the
Shareholders, to be held on September 20, 1994, allowing such Shareholders to
vote on the proposed amendment.

The resolution was adopted by: (Select appropriate paragraph)

     (a) Vote of the Board of Directors at a meeting held on September 20, 1994
at which a quorum of such Board was present.

     (b) Written consent executed on September 20, 1994, and signed by all
members of the Board of Directors.

SECTION 2 Action by Shareholders:

     The Shareholders of the Corporation entitled to vote in respect of the
Articles of Amendment adopted the proposed amendment. The amendment was adopted
by: (Select appropriate paragraph)

     (a) Vote of such Shareholders during the meeting called by the Board of
Directors. The result of such vote is as follows:

                                 TOTAL
SHAREHOLDERS ENTITLED TO VOTE:
SHAREHOLDERS VOTED IN FAVOR:
SHAREHOLDERS VOTED AGAINST:

     (b) Written consent executed on _____________________, 19 ____, and signed
by all such Shareholders.

SECTION 3 Compliance with Legal Requirements.

     The manner of the adoption of the Articles of Amendment and the vote by
which they were adopted constitute full legal compliance with the provisions of
the Act, the Articles of Incorporation, and the By-Laws of the Corporation.

I hereby verify subject to the penalties of perjury that the statements
contained are true this 20th day of September, 1994.

Current Officer's Signature   Officer's Name Printed
                              Robert H. Byrne


/s/ Robert H. Byrne
- --------------------------------
Officer's Title
   Secretary


                                       14



APPLICATION FOR REINSTATEMENT
State Form 4160 (R8 / 3-97) / 111
Approved by the State Board of Accounts 1995

Application must include:
1. Certificate of Clearance Issued by the Indiana Department of Revenue

2. Corporate Reports and Fees: please call our Information line to learn what
reports are delinquent (317) 232-6576

a. Up to and including 1995, Annual Reports filed every year.
Annual Report fee $15.00

b. Beginning with 1996, Biennial Reports filed every two years.
Biennial Report fee $30.00
Corporations incorporated in an even year, file every even year.
Corporations incorporated in an odd year, file every odd year.

c.Nonprofit corporations file Annual Reports every year.
Nonprofit Corporate Report fee $10.00

3. Restatement filing fee: $30.00

THIS APPLICATION CANNOT BE ACCEPTED WITHOUT A NOTICE OF CLEARANCE FOR
REINSTATEMENT FROM THE INDIANA DEPARTMENT OF REVENUE.

                        SECTION I - CORPORATE INFORMATION

Name of corporation                   Date of Incorporation (mo., day, yr.)

Mercy Ambulance of Evansville, Inc.            September 29, 1980

Effective date of administrative dissolution   August 21, 2000

             SECTION II - AFFIDAVIT OF CORPORATE OFFICER OF DIRECTOR

     The undersigned, being at least one of the principal officers or a director
of the above-named corporation deposes and says:

          A. that the grounds for dissolution did not exist or have been
          eliminated, and;

          B. that the Corporation's name satisfies the requirements of Indiana
          Code 23-1-23-1, or Indiana Code 23-17-5-1.

IN WITNESS WHEREOF, the undersigned being the Vice President of said corporation
executes this application and verifies, subject to penalties of perjury, that
the statements contrained herein are true, this 26th day of July, 19 2001.


Signature /s/ Gino Porazzo    Printed name
          -----------------   Gino Porazzo


                                       15

EX-3.111

                                                                   Exhibit 3.111

                                 CODE OF BY-LAWS

                                       OF

                        ALEXANDER AMBULANCE SERVICE, INC.

                                    ARTICLE I

                                 IDENTIFICATION

Section 1.01 - Name: The name of the Corporation is Alexander Ambulance Service,
Inc. (Hereinafter referred to as the "Corporation").

Section 1.02 - Principal Office and Resident Agent: The post office address of
the principal office of the Corporation is 4200 Stringtown Road, Evansville,
Indiana (47710) and the name and post office address of its resident agent is
Thomas A. Alexander.

Section 1.03 - Seal: The seal of the Corporation shall be circular in form and
mounted upon a metal die suitable for impressing the same upon paper. About the
upper periphery of the seal shall appear the name of the Corporation. About the
lower periphery thereof shall be the word "Indiana". In the center of the seal
shall appear the words "Corporation Seal".

Section 1.04 - Fiscal Year: The fiscal year of the Corporation shall begin at
the beginning of the first day of April of each year and at the close of the
last day of March next succeeding.

                                    ARTICLE 2

                                  CAPITAL STOCK

Section 2.01 - Consideration for Shares: The Board of Directors shall cause the
Corporation to issue the Capital Stock of the Corporation for such consideration
as has been fixed by such Board pursuant to the provisions of the Articles of
Incorporation.

Section 2.02 - Payment for Shares: Subject to the provisions of the Articles of
Incorporation, the consideration for the issuance of shares of the Capital Stock
of the Corporation may be paid, in whole or in part, in money or other property,
tangible or intangible, or in labor actually performed for or services actually
rendered to the Corporation; provided, however, that the part of the surplus of
the Corporation which is transferred to capital upon the issuance of shares as a
share dividend shall be deemed to be the consideration for the issuance of such
shares. When payment of the consideration for which a share was authorized to be
issued shall have been received by the Corporation, or when surplus shall have
been transferred to capital upon the issuance of a share dividend, such share
shall be declared and taken to be fully paid and not liable for any further call
or assessment and the holder thereof shall not be liable for any further
payments thereon. In the absence of actual fraud in the transaction, the
judgment of the Board of Directors as to the value of such property, labor or
services rendered as consideration, or the



value placed by the Board of Directors upon the corporate assets in the event of
a share dividend, shall be conclusive. Promissory notes, uncertified checks, or
future services shall not be accepted in payment or in part payment of any of
the Capital Stock of the Corporation.

Section 2.03 - Certificates for Shares: Each holder of Capital Stock of the
Corporation shall be entitled to a certificate, signed by the President or a
Vice President and the Secretary or an Assistant Secretary, if any, of the
Corporation, with the seal of the Corporation thereunto affixed, certifying the
number of shares owned by him in the Corporation.

Section 2.04 - Restrictions of Sale: The Board of Directors shall have the right
in the issuance of the shares of Capital Stock of the Corporation to restrict
the sale of such shares by providing that before any of such shares may be sold
to persons other than the present Stockholders of the Corporation, that the
Stockholders desiring to sell shall first offer such shares to the present
Stockholders at a price not more than the price offered by the Non-Shareholders.
If, within ten (10) days thereafter, such remaining Shareholders shall fail to
buy such stock, then the selling Shareholder shall have the right to sell to any
other person, firm or corporation for a price not less than the price offered to
the remaining Shareholders. If such a restriction is adopted by the Board of
Directors, it shall be placed upon the share certificates issued by the
Corporation.

Section 2.05 - Transfer of Stock: The Capital Stock of the Corporation shall be
transferable on the books of the Corporation upon the surrender of the
certificate or certificates representing the same, properly endorsed by the
registered holder or by his duly authorized attorney, such endorsement or
endorsements to be witnessed by one witness. The requirement for such witnessing
may be waived in writing upon the form of endorsement by the President of the
Corporation.

Section 2.06 - Equitable Interests in Stock Need Not be Recognized: The
Corporation and its officers shall be entitled to treat the holder of record of
any share or shares of stock in the Corporation as the holder in fact thereof
and accordingly shall not be required to recognize any equitable or other claim
to or interest in such share or shares on the part of any other person or
persons, whether or not express notice thereof shall have been given the
Corporation, save as expressly provided to the contrary by the laws of Indiana,
the Articles of Incorporation of the Corporation, or by these By-Laws.

                                    ARTICLE 3

Section 3.01 - Place of Meetings: All meetings of shareholders of the
Corporation shall be held at such place within or without the State of Indiana,
as may be specified in the respective notices or waivers of notice thereof, or
proxies to represent Shareholders thereat.

Section 3.02 - Annual Meeting: The annual meeting of the Shareholders for the
election of Directors and for the transaction of such business as may properly
come before the meeting, shall be held at _______ o'clock, __.M. on ___________
of each year, if such day is not a legal holiday and if a legal holiday, then on
the first following day that is not a legal holiday. If for any reason the
annual meeting of the Shareholders shall not be held at the time and place
herein


                                        2



provided, the same may be held at any time thereafter, or the business to be
transacted at such annual meeting may be transacted at any special meeting
called for that purpose.

Section 3.03 - Special Meetings: Special meetings of the Shareholders shall be
called by the President, by the Board of Directors, or by Shareholders holding
not less than one-fourth of all the shares of Capital Stock outstanding.

Section 3.04 - Notice of Meetings: A written or printed notice stating the
place, day and hour of the meeting and in case of a special meeting, the purpose
or purposes for which the meeting is called, shall be delivered or mailed by the
Secretary or by the officers or persons calling the meeting, to each holder of
the Capital Stock of the Corporation at the time entitled to vote, at such
address as appears upon the records of the Corporation, at least ten (10) days
before the date of the meeting. Notice of any such meeting may be waived in
writing by any Shareholder if the waiver sets forth in reasonable detail the
purpose or purposes for which the meeting is called and the time and place
thereof. Attendance at any meeting in person or by proxy shall constitute a
waiver of notice of such meeting.

Section 3.05 - Voting at Meetings:

Clause 3.051 - Voting Rights: Except as otherwise provided by law or by the
provisions of the Articles of Incorporation, every holder of the Capital Stock
of the Corporation shall have the right at all meetings of the Shareholders of
the Corporation to one (1) vote for each share of stock standing in his name on
the books of the Corporation.

Clause 3.052 - Voting for Directors: In the election of Directors, every
Shareholder of record in calculating the number of votes to which he may be
entitled, shall have the right to multiply the number of his shares by the
number of Directors to be elected, and he may cast all such votes for one (1)
candidate or may distribute them among any two (2) or more candidates.

Clause 3.053 - Proxies: A Shareholder may vote, either in person or by proxy
executed in writing by the Shareholder of a duly authorized attorney in fact. No
proxy shall be valid after eleven (11) months from the date of its execution,
unless a longer time is expressly provided therein.

Clause 3.054 - Quorum: Unless otherwise provided by the Articles of
Incorporation, at any meeting of Shareholders a majority of the shares of the
Capital Stock outstanding and entitled to vote, represented in person or by
proxy, shall constitute a quorum.

                                    ARTICLE 4

                             THE BOARD OF DIRECTORS

Section 4.01 - Annual Meeting: The Board of Directors shall meet each year
immediately after the annual meeting of the Shareholders at the place where such
meeting of the Shareholders has been held, for the purpose of organization,
election of officers and consideration of any other business that may be brought
before the meeting. If such meeting is not held as above provided,


                                        3



the election of officers shall be had at any subsequent meeting of the Board
specifically called in the manner provided in Section 2 of this Article.

Section 4.02 - Other Meetings: Other meetings of the Board of Directors may be
held upon the call of the President, or of two (2) or more members of the Board
of Directors at any place within or without the State of Indiana, upon
forty-eight (48) hours' notice, specifying the time, place and general purposes
of the meeting, given to each Director, either personally, or by mailing, or by
telegram. At any meeting at which all Directors are present, notice of the time,
place and purpose thereof shall be deemed waived; and similar notice may
likewise be waived by absent Directors, either by written instruments or by
telegram.

Section 4.03 - Quorum: At any meeting of the Board of Directors the presence of
a majority of the members of the Board of Directors then qualified and acting
shall constitute a quorum for the transaction of any business except the filling
of vacancies in the Board of Directors.

Section 4.04 - Number: The Board of Directors shall be composed of two (2)
members.

                                    ARTICLE 5

                         THE OFFICERS OF THE CORPORATION

Section 5.01 - Officers: The officers of the Corporation shall consist of a
President, one or more Vice-Presidents, a Secretary, Assistant Secretary, a
Treasurer and an Assistant Treasurer. Any two or more offices may be held by the
same person, except that the duties of the President and Secretary shall not be
performed by the same person. The Board of Directors by resolution may create
and define the duties of other offices in the Corporation and may elect or
appoint persons to fill such offices.

Section 5.02 - Vacancies: Whenever vacancies shall occur in any office by death,
resignation, increase in the number of officers of the Corporation, or
otherwise, the same shall be filled by the Board of Directors and the officer so
elected shall hold office until his successor is chosen and qualified.

Section 5.03 - The President: The President shall preside at all meetings of
Shareholders and Directors, discharge all the duties which devolve upon a
presiding officer and perform such other duties as this Code of By-Laws provides
or the Board of Directors may prescribe.

Section 5.04 - The Vice-President: The Vice-President shall perform all duties
incumbent upon the President during the absence or disability of the President
and perform such other duties as this Code of By-Laws may prescribe or the Board
of Directors may prescribe.

Section 5.05 - The Secretary: The Secretary shall have the custody and care of
the corporate seal, records, minutes and stock book of the Corporation. He shall
attend all meetings of the Shareholders and of the Board of Directors and shall
keep, or cause to be kept in a book provided for the purpose, a true and
complete record of the proceedings of such meetings and shall perform a like
duty for all standing committees appointed by the Board of Directors, when


                                        4



required. He shall attend to the giving and serving of all notices of the
Corporation, shall file and take charge of all papers and documents belonging to
the Corporation and shall perform such other duties as this Code of By-Laws may
require or the Board of Directors may prescribe. In the absence of the
Secretary, such duties may be performed by the Assistant Secretary.

Section 5.06 - The Treasurer: The Treasurer shall keep correct and complete
records of account showing accurately at all times the financial condition of
the Corporation. He shall be the legal custodian of all monies, notes,
securities and other valuables which may, from time to time, come into the
possession of the Corporation. He shall immediately deposit all funds of the
Corporation coming into his hands in some reliable bank or other depository to
be designated by the Board of Directors and shall keep such bank account in the
name of the Corporation. He shall furnish at meetings of the Board of Directors,
or whenever requested, a statement of the financial condition of the Corporation
and shall perform such other duties as this Code of By-Laws may require or the
Board of Directors may prescribe. The Treasurer may be required to furnish bond
in such amount as shall be determined by the Board of Directors. In the absence
of the Treasurer, the Assistant Treasurer may perform the duties of the
Treasurer.

Section 5.07 - Delegation of Authority: In case of the absence of any officer of
the Corporation, or for any reason that the Board of Directors may deem
sufficient, the Board of Directors may delegate the powers or duties of such
officer to any other officer or to any Director for the time being, provided a
majority of the entire Board of Directors concurs therein.

                                    ARTICLE 6

                                 CORPORATE BOOKS

Section 6.01 - Place of Keeping: Except as otherwise provided by the laws of the
State of Indiana, by the Articles of Incorporation of the Corporation, or by
these By-Laws, the books and records of the Corporation may be kept at such
place or places within or without the State of Indiana, as the Board of
Directors may, from time to time, by resolution determine.

Section 6.02 - Stock Register or Transfer Book: The original or duplicate stock
register or transfer book or in case a stock register or transfer agent shall be
employed by the Corporation, either within or without the State of Indiana, a
complete and accurate Shareholders list, alphabetically arranged, giving the
names and addresses of all Shareholders, the number of shares held by each, must
be kept at the principal office of the Corporation in the State of Indiana.

                                    ARTICLE 7

                                  MISCELLANEOUS

Any payments made to an officer of the Corporation, such as salary, commission,
bonus, interest, or rent or entertainment expense incurred by such officer,
which shall be disallowed, in whole or in part, as a deductible expense by the
Internal Revenue Service, shall be reimbursed by such officer to the Corporation
to the full extent of such disallowance. It shall be the duty of the


                                        5



Directors, as a Board, to enforce the payment of each such amount disallowed. In
lieu of payment by such officer, subject to the determination of the Board of
Directors, proportionate amounts may be withheld from his future compensation
payments until the amount owed to the Corporation has been recovered.

                                    ARTICLE 8

                                   AMENDMENTS

Section 8.01 - General: The power to make, alter, amend or repeal this Code of
By-Laws is vested in the Board of Directors, but such action shall be taken only
at a meeting of the Board of Directors, specifically called for such purpose.

ADOPTED by the Board of Directors of this Corporation, this 29th day of
September, 1980.


/s/ Sheryl Lynn Alexander, Secretary
- -------------------------------------
Sheryl Lynn Alexander, Secretary


ATTEST:


/s/ Thomas A. Alexander, President
- -------------------------------------
Thomas A. Alexander, President


                                        6

EX-3.112

                                                                   Exhibit 3.112

                            ARTICLES OF INCORPORATION
                                       OF

                           MERCY MEDICAL SUPPLY, INC.

                             FILED AT THE REQUEST OF
                                 THOMAS G. BELL
                                 Attorney at Law
                         3120 Las Vegas Boulevard South
                                Las Vegas, Nevada

                                December 17, 1968
                                     (DATE)

                       /s/ JOHN KOONTZ, Secretary of State

                                       /s/
                            Deputy Secretary of State

No. 2508-68

FILING FEE $25.00

324



                            ARTICLES OF INCORPORATION

                                       OF

                           MERCY MEDICAL SUPPLY, INC.

      THE UNDERSIGNED, to form a corporation under Chapter 78 of the Nevada
Revised Statutes, CERTIFY:

      1. NAME: The name of the corporation is:

            MERCY MEDICAL SUPPLY, INC.

      2. OFFICE: The principal office of the corporation in the State of Nevada
is to be located at 1710 West Charleston Boulevard, City of Las Vegas, State of
Nevada, County of Clark. The corporation may also maintain an office or offices
at such other place or places within or outside of the State of Nevada as it may
from time to time determine. Corporate business of every kind and nature may be
conducted, and meetings of Directors and Stockholders held outside of the State
of Nevada the same in the State of Nevada.

      3. PURPOSE: The nature of the business, or objects, or purposes proposed
to be transacted, promoted or carried on by the corporation are: To engage in
any lawful activity.

      4. CAPITAL STOCK: The total authorized capital stock of the corporation
shall consist of TWO THOUSAND (2,000) SHARES, without par value.

      5. DIRECTORS: The members of the governing board of the corporation shall
be styled Directors, and the number thereof shall not be less than three. The
number of Directors may from time to time be increased or decreased in such
manner as shall be provided by the By-Laws of the corporation, but the number
shall not be reduced to less than three. Directors need not be shareholders, but
shall be of full age and at least one shall be a citizen of the United States.
The names and post office addresses of the first Board of Directors, which shall
consist of three persons and who shall hold office until their successors are
duly elected and qualified are as follows:



     NAMES                 POST OFFICE ADDRESSES
- ---------------            -----------------------
                        
NANCY TUMBLESON            116 Rancho Vista Drive
                           Las Vegas, Nevada 89106

PHYLLIS BERTZA             713 E. Sahara, No. 218
                           Las Vegas, Nevada

KATHERINE KESSLER          P. O. Box 93
                           Boulder City, Nevada


                                       2


      6. NON-ASSESSABLE: The capital stock of the corporation after the amount
of the subscription price, or par value, has been paid in money, property or
services, as the Directors shall determine, shall not be subject to assessment
to pay the debts of the corporation nor for any other purpose, and no stock
issued as fully paid up shall ever be assessable or assessed, and the Articles
of Incorporation shall not be amended in this particular.

      7. INCORPORATORS: The name and post office address of each of the
Incorporators, which are three in number, signing the Articles of Incorporation,
is as set forth above under Paragraph 5 captioned Directors.

      8. TERM: The corporation shall have perpetual existence.

EXECUTED this 13th day of December, 1968.

                                                  /s/ NANCY TUMBLESON
                                                  ------------------------------

                                                  /s/ PHYLLIS BERTZA
                                                  ------------------------------

                                                  /s/ KATHERINE KESSLER
                                                  ------------------------------

STATE OF NEVADA)
(SS.
COUNTY OF CLARK)

On December 13, 1968, personally appeared before me, a Notary Public, NANCY
TUMBLESON, PHYLLIS BERTZA and KATHERINE KESSLER, who acknowledged that they
executed the above instrument.

                                                  /s/ THOMAS G. BELL
                                                  ------------------------------

                                       3


            CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF

                           MERCY MEDICAL SUPPLY, INC.

                              Changing its Name to

                                   MERCY, INC.

                              A Nevada Corporation

      MERCY MEDICAL SUPPLY, INC., a Nevada corporation, under its corporate
seal, and the hands of its duly elected and acting President and Secretary, does
hereby CERTIFY:

      1. That at a special meting of the Board of Directors of this corporation
regularly convened at Suite 620, 302 East Carson Avenue, Las Vegas, Clark
County, Nevada, at 10:00 A.M., on the 22nd day of January, 1975, at which
meeting there was at all times present and acting a quorum, a Resolution was
regularly adopted setting forth the Amendment herein, and declaring its
advisability, and calling a special meeting of stockholders entitled to vote for
the consideration thereof, to wit:

            "RESOLVED: That it is deemed advisable, in the judgment of this
      Board of Directors, that Article 1 of the Articles of Incorporation be
      amended to read as follows:

      "1. NAME: The name of the corporation is: MERCY, INC.

            "RESOLVED FURTHER: That a special meeting of the stockholders of
      this corporation is hereby called to be held at Suite 620, 302 East Carson
      Avenue, Las Vegas, Clark County, Nevada, at 10:00 A.M. on the 4th day of
      February, 1975, for the purpose of acting upon this Amendment, of which
      meeting written notice is hereby directed to be given to each stockholder
      entitled to vote, in the manner and for the period of time prescribed by
      NRS 78.370 and by the corporation's By-Laws.

            "RESOLVED FURTHER: That if at such meeting of stockholders, or any
      adjournment thereof, stockholders entitled to exercise a majority of the
      voting power shall vote in favor of the Amendment, then the corporation
      shall make, under its corporate seal, and the hands of its President and
      Secretary, and shall acknowledge and file, the Certificate required by NRS
      78.390, and do all things necessary to effect the Amendment."

      2. That pursuant to the foregoing Resolution, and as required by NRS
78.390, due notice of the meeting thus called was given to all stockholders
entitled t vote, and that such meeting of stockholders was regularly convened
and held at Suite 620, 302 East Carson Avenue, Las Vegas, Nevada, at 10:00 A.M.,
on the 4th day of February, 1975.

      3. That there were issued and outstanding the following number of shares
of the authorized capital stock of the corporation entitled to vote at the
meeting:

                                       4


            2,000 Shares Common Stock

      And that there were present at the meeting, in person, stockholders
holding the number of shares entitled to vote, listed below:

            1,833 Shares Common Stock

      4. That the Resolution of the Board of Directors above referred to was
duly considered at the meeting, and upon motion regularly made and seconded, the
proposed amendment was approved by the following Resolution:

            "RESOLVED: That the Amendment of Article 1 of the Articles of
      Incorporation proposed to the stockholders by Resolution of the Board of
      Directors regularly adopted by them on the 22nd day of January, 1975, be,
      and the same hereby is adopted and approved."

      This Resolution was adopted by the following vote of the holders of stock
of all classes having voting power, present in person at the meeting:

            1,833 shares were voted for the adoption of the Resolution, there
      being only one class of stock.

      The shares voting for the adoption of the Resolution constituted at least
      a majority of the voting power.

            DATED: February 4, 1975.

                                                MERCY, INC.
                                                (Formerly MERCY
                                                MEDICAL SUPPLY, INC.)
                                                A Nevada Corporation

                                                By  /s/ BURRELL COHEN
                                                  ----------------------------
                                                    President

                                                By  /s/ KATHRYN A. KESSLER
                                                  ----------------------------
                                                    Secretary

STATE OF NEVADA)
) SS.
COUNTY OF CLARK)

On February 4, 1975, personally appeared before me, a Notary Public, BURRELL
COHEN and KATHRYN A. KESSLER, known to me to be the President and Secretary,
respectively, of the

                                       5


corporation that executed the foregoing instrument; and acknowledged that they
executed the said instrument for and on behalf of the said corporation.

WITNESS my hand and official seal.

/s/   X
- -----------------------
NOTARY PUBLIC

                                       6

EX-3.113

                                                                   Exhibit 3.113

                                     BYLAWS

                                       OF

                                   MERCY, INC.

                      (Formerly Mercy Medical Supply, Inc.)

                                    ARTICLE I

                                  STOCKHOLDERS

Section 1.01 Annual Meeting. The annual meeting of the stockholders of the
corporation shall be held at 10:00 o'clock A.M. on the 1st Tuesday of October in
each year, but if such date is a legal holiday then on the next succeeding
business day for the purpose of electing directors of the corporation to serve
during the ensuing year and for the transaction of such other business as may
properly come before the meeting. If the election of the directors is not held
on the day designated herein for any annual meeting of the stockholders, or at
any adjournment thereof, the president shall cause the election to be held at a
special meeting of the stockholders as soon thereafter as is convenient.

Section 1.02 Special Meetings. Special meetings of the stockholders may be
called by the president or the Board of Directors and shall be called by the
president at the written request of the holders of not less than 51% of the
issued and outstanding voting shares of capital stock of the corporation.

All business lawfully to be transacted by the stockholders may be transacted at
any special meeting or at any adjournment thereof. However, no business shall be
acted upon at a special meeting except that referred to in the notice calling
the meeting, unless all of the outstanding capital stock of the corporation is
represented either in person or by proxy. Where all of the capital stock is
represented, any lawful business may be transacted and the meeting shall be
valid for all purposes.

Section 1.03 Place of Meetings. Any meeting of the stockholders of the
corporation may be held at its principal office in the State of Nevada or at
such other place in or out of the United States as the Board of Directors may
designate. A waiver of notice signed by the stockholders entitled to vote may
designate any place for the holding of such meeting.

Section 1.04 Notice of Meetings.

(a) The secretary shall sign and deliver to all stockholders of record written
or printed notice of any meeting at least ten (10) days, but not more than sixty
(60) days, before the date of such meeting; which notice shall state the place,
date, and time of the meeting, the general nature of the business to be
transacted, and, in the case of any meeting at which directors are to be
elected, the names of nominees, if any, to be presented for election.



(b) In the case of any meeting, any proper business may be presented for action,
except that the following items shall be valid only if the general nature of the
proposal is stated in the notice or written waiver of notice:

(1) Action with respect to any contract or transaction between the corporation
and one or more of its directors or officers or another firm, association, or
corporation in which one or more of its directors or officers has a material
financial interest;

(2) Adoption of amendments to the Articles of Incorporation; or

(3) Action with respect to the merger, consolidation, reorganization, partial or
complete liquidation, or dissolution of the corporation.

(c) The notice shall be personally delivered or mailed by first class mail to
each stockholder of record at the last known address thereof, as the same
appears on the books of the corporation, and the giving of such notice shall be
deemed delivered the date the same is deposited in the United States mail,
postage prepaid. If the address of any stockholder does not appear upon the
books of the corporation, it will be sufficient to address any notice to such
stockholder at the principal office of the corporation.

(d) The written certificate of the person calling any meeting, duly sworn,
setting forth the substance of the notice, the time and place the notice was
mailed or personally delivered to the stockholders, and the addresses to which
the notice was mailed shall be prima facie evidence of the manner and fact of
giving such notice.

Section 1.05 Waiver of Notice. If all of the stockholders of the corporation
shall waive notice of a meeting, no notice shall be required, and, whenever all
of the stockholders shall meet in person or by proxy, such meeting shall be
valid for all purposes without call or notice, and at such meeting any corporate
rate action may be taken.

Section 1.06 Determination of Stockholders of Record.

(a) The Board of Directors may at any time fix a future date as a record date
for the determination of the stockholders entitled to notice of any meeting or
to vote or entitled to receive payment of any dividend or other distribution or
allotment of any rights or entitled to exercise any rights in respect of any
other lawful action. The record date so fixed shall not be more than sixty (60)
days prior to the date of such meeting nor more than sixty (60) days prior to
any other action. When a record date is so fixed, only stockholders of record on
that date are entitled to notice of and to vote at the meeting or to receive the
dividend, distribution or allotment of rights, or to exercise their rights, as
the case may be, notwithstanding any transfer of any shares on the books of the
corporation after the record date.

(b) If no record date is fixed by the Board of Directors, then (1) the record
date for determining stockholders entitled to notice of or to vote at a meeting
of stockholders shall be at the close of business on the business day next
preceding the day on which notice is given or, if


                                       2



notice is waived, at the close of business on the day next preceding the day on
which the meeting is held; (2) the record date for determining stockholders
entitled to give consent to corporate action in writing without a meeting, when
no prior action by the Board of Directors is necessary, shall be the day on
which written consent is given; and (3) the record date for determining
stockholders for any other purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto, or the
sixtieth (60th) day prior to the date of such other action, whichever is later.

Section 1.07 Quorum; Adjourned Meetings.

(a) At any meeting of the stockholders, a majority of the issued and outstanding
voting shares of the corporation represented in person or by proxy, shall
constitute a quorum.

(b) If less than a majority of the issued and outstanding voting shares are
represented, a majority of shares so represented may adjourn from time to time
at the meeting, until holders of the amount of stock required to constitute a
quorum shall be in attendance. At any such adjourned meeting at which a quorum
shall be present, any business may be transacted which might have been
transacted as originally called. When a stockholder's meeting is adjourned to
another time or place, notice need not be given of the adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment is
taken, unless the adjournment is for more than ten (10) days in which event
notice thereof shall be given.

Section 1.08 Voting.

(a) Each stockholder of record, or such stockholder's duly authorized proxy or
attorney-in-fact shall be entitled to one (1) vote for each share of voting
stock standing registered in such stockholder's name on the books of the
corporation on the record date.

(b) Except as otherwise provided herein, all votes with respect to shares
standing in the name of an individual on the record date (included pledged
shares) shall be cast only by that individual or such individual's duly
authorized proxy or attorney-in-fact. With respect to shares held by a
representative of the estate of a deceased stockholder, guardian, conservator,
custodian or trustee, votes may be cast by such holder upon proof of capacity,
even though the shares do not stand in the name of such holder. In the case of
shares under the control of a receiver, the receiver may cast votes carried by
such shares even though the shares do not stand in the name of the receiver
provided that the order of the court of competent jurisdiction which appoints
the receiver contains the authority to cast votes carried by such shares. If
shares stand in the name of a minor, votes may be cast only by the duly
appointed guardian of the estate of such minor if such guardian has provided the
corporation with written notice and proof of such appointment.

(c) With respect to shares standing in the name of a corporation on the record
date, votes may be cast by such officer or agent as the bylaws of such
corporation prescribe or, in the absence of an applicable bylaw provision, by
such person as may be appointed by resolution of the Board of Directors of such
corporation. In the event no person is so appointed, such votes of the
corporation may be cast by any person (including the officer making the
authorization)


                                       3



authorized to do so by the Chairman of the Board of Directors, President or any
Vice-President of such corporation.

(d) Notwithstanding anything to the contrary herein contained, no votes may be
cast by shares owned by this corporation or its subsidiaries, if any. If shares
are held by this corporation or its subsidiaries, if any, in a fiduciary
capacity, no votes shall be cast with respect thereto on any matter except to
the extent that the beneficial owner thereof possesses and exercises either a
right to vote or to give the corporation holding the same binding instructions
on how to vote.

(e) With respect to shares standing in the name of two or more persons, whether
fiduciaries, members of a partnership, joint tenants, tenants in common, husband
and wife as community property, tenants by the entirety, voting trustees,
persons entitled to vote under a stockholder voting agreement or otherwise and
shares held by two or more persons (including proxy holders) having the same
fiduciary relationship respect in the same shares, votes may be cast in the
following manner:

(1) If only one such person votes, the vote of such person binds all.

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

(3) If more than one person casts votes, but the vote is evenly split on a
particular matter, the votes shall be deemed cast proportionately, as split.

(f) Any holder of shares entitled to vote on any matter may cast a portion of
the votes in favor of such matter and refrain from casting the remaining votes
or cast the same against the proposal, except in the case of elections of
directors. If such holder entitled to vote fails to specify the number of
affirmative votes, it will be conclusively presumed that the holder is casting
affirmative votes with respect to all shares held.

(g) If a quorum is present, the affirmative vote of holders of a majority of the
voting shares represented at the meeting and entitled to vote on any matter
shall be the act of the stockholders, unless a vote of greater number or voting
by classes is required by the laws of the State of Nevada, the Articles of
Incorporation or these Bylaws.

Section 1.09 Proxies. At any meeting of stockholders, any holder of shares
entitled to vote may authorize another person or persons to vote by proxy with
respect to the shares held by an instrument in writing and subscribed to by the
holder of such shares entitled to vote. No proxy shall be valid after the
expiration of six (6) months from the date of execution thereof, unless coupled
with an interest or unless otherwise specified in the proxy. In no event shall
the term of a proxy exceed seven (7) years from the date. of its execution.
Every proxy shall continue in full force and effect until its expiration or
revocation. Revocation may be effected by filing an instrument revoking the same
or a duly executed proxy bearing a later date with the secretary of the
corporation.

Section 1.10 Order of Business. At the annual stockholder's meeting, the regular
order of business shall be as follows:


                                       4



1.   Determination of stockholders present and existence of quorum;

2.   Reading and approval of the minutes of the previous meeting or meetings;

3.   Reports of the Board of Directors, the president, treasurer and secretary
     of the corporation, in the order named;

4.   Reports of committees;

5.   Election of directors;

6.   Unfinished business;

7.   New business;

8.   Adjournment.

Section 1.11 Absentees Consent to Meetings. Transactions of any meeting of the
stockholders are as valid as though had at a meeting duly held after regular
call and notice if a quorum is present, either in person or by proxy, and if,
either before or after the meeting, each of the persons entitled to vote, not
present in person or by proxy (and those who, although present, either object at
the beginning of the meeting to the transaction of any business because the
meeting has not been lawfully called or convened or expressly object at the
meeting to the consideration of matters not included in the notice which are
legally required to be included therein), signs a written waiver of notice
and/or consent to the holding of the meeting or an approval of the minutes
thereof. All such waivers, consents, and approvals shall be filed with the
corporate records and made a part of the minutes of the meeting. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except
when the person objects at the beginning of the meeting to the transaction of
any business because the meeting is not lawfully called or convened and except
that attendance at a meeting is not a waiver of any right to object to the
consideration of matters not included in the notice if such objection is
expressly made at the beginning. Neither the business to be transacted at nor
the purpose of any regular or special meeting of stockholders need be specified
in any written waiver of notice, except as otherwise provided in Section 1.04(b)
of these Bylaws.

Section 1.12 Action Without Meeting. Any action, except the election of
directors, which may be taken by the vote of the stockholders at a meeting may
be taken without a meeting if consented to by the holders of a majority of the
shares entitled to vote or such greater proportion as may be required by the
laws of the State of Nevada, the Articles of Incorporation, or these Bylaws.
Whenever action is taken by written consent, a meeting of stockholders need not
be called or noticed.

Section 1.13 Telephonic Meetings. Meetings of the stockholders may be held
through the use of a conference telephone or similar communications equipment so
long as all members


                                       5



participating in such meeting can hear one another at the time of such meeting.
Participation in such a meeting constitutes presence in person at such meeting.

                                   ARTICLE II

                                    DIRECTORS

Section 2.01 Number, Tenure, and Qualifications. Except as otherwise provided
herein, the Board of Directors of the corporation shall consist of at least
three persons, who shall be elected at the annual meeting of the stockholders of
the corporation and who shall hold office for one (1) year or until his or her
successor or successors are elected and qualify. If, at any time, the number of
stockholders of the corporation is less than three (3), the Board of Directors
may consist of fewer persons, but shall not be less than the number of
stockholders. A director need not be a stockholder of the corporation.

Section 2.02 Resignation. Any director may resign effective upon giving written
notice to the chairman of the Board of Directors, the president, or the
secretary of the corporation, unless the notice specifies a later time for
effectiveness of such resignation. If the Board of Directors accepts the
resignation of a director tendered to take effect at a future date, the Board or
the stockholders may elect a successor to take office when the resignation
becomes effective.

Section 2.03 Change In Number. Subject to the limitations in the laws of the
State of Nevada, the Articles of Incorporation or Section 2.01 of these Bylaws,
the number of directors may be changed from time to time by resolution adopted
by the Board of Directors.

Section 2.04 Reduction in Number. No reduction of the number of directors shall
have the effect of removing any director prior to the expiration of his term of
office.

Section 2.05 Removal.

(a) The Board of Directors of the corporation, by majority vote, may declare
vacant the office of a director who has been declared incompetent by an order of
a court of competent jurisdiction or convicted of a felony.

(b) The stockholders of the corporation, by majority vote, may remove a director
with or without cause.

Section 2.06 Vacancies.

(a) A vacancy in the Board of Directors because of death, resignation, removal,
change in number of directors, or otherwise may be filled by the stockholders at
any regular or special meeting or any adjourned meeting thereof (but not by
written consent) or the remaining director(s) by the affirmative vote of a
majority thereof. Each successor so elected shall hold office until the next
annual meeting of stockholders or until a successor shall have been duly elected
and qualified.


                                       6



(b) If, after the filling of any vacancy by the directors, the directors then in
office who have been elected by the stockholders shall constitute less than a
majority of the directors then in office, any holder or holders of an aggregate
of five percent (5%) or more of the total number of shares entitled to vote may
call a special meeting of stockholders to be held to elect the entire Board of
Directors. The term of office of any director shall terminate upon such election
of a successor.

Section 2.07 Regular Meetings. Immediately following the adjournment of, and at
the same place as, the annual meeting of the stockholders, the Board of
Directors, including directors newly elected, shall hold its annual meeting
without notice, other than this provision, to elect officers of the corporation
and to transact such further business as may be necessary or appropriate. The
Board of Directors may provide by resolution the place, date, and hour for
holding additional regular meetings.

Section 2.08 Special Meetings. Special meetings of the Board of Directors may be
called by the chairman and shall be called by the chairman upon the request of
any two (2) directors or the president of the corporation.

Section 2.09 Place of Meetings. Any meeting of the directors of the corporation
may be held at its principal office in the State of Nevada or at such other
place in or out of the United States as the Board of Directors may designate. A
waiver of notice signed by the directors may designate any place for the holding
of such meeting.

Section 2.10 Notice of Meetings. Except as otherwise provided in Section 2.07,
the chairman shall deliver to all directors written or printed notice of any
special meeting, at least 48 hours before the time of such meeting, by delivery
of such notice personally or mailing such notice first class mail or by
telegram. If mailed, the notice shall be deemed delivered two (2) business days
following the date the same is deposited in the United States mail, postage
prepaid. Any director may waive notice of any meeting, and the attendance of a
director at a meeting shall constitute a waiver of notice of such meeting,
unless such attendance is for the express purpose of objecting to the
transaction of business there at because the meeting is not properly called or
convened.

Section 2.11 Quorum; Adjourned Meetings.

(a) A majority of the Board of Directors in office shall constitute a quorum.

(b) At any meeting of the Board of Directors where a quorum is not present, a
majority of those present may adjourn, from time to time, until a quorum is
present, and no notice of such adjournment shall be required. At any adjourned
meeting where a quorum is present, any business may be transacted which could
have been transacted at the meeting originally called.

Section 2.12 Action without Meeting. Any action required or permitted to be
taken at any meeting of the Board of Directors or any committee thereof may be
taken without a meeting if a written consent thereto is signed by all of the
members of the Board of Directors or of such committee. Such written consent or
consents shall be filed with the minutes of the proceedings


                                       7



of the Board of Directors or committee. Such action by written consent shall
have the same force and effect as the unanimous vote of the Board of Directors
or committee.

Section 2.13 Telephonic Meetings. Meetings of the Board of Directors may be held
through the use of a conference telephone or similar communications equipment so
long as all members participating in such meeting can hear one another at the
time of such meeting. Participation in such a meeting constitutes presence in
person at such meeting.

Section 2.14 Board Decisions. The affirmative vote of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors.

Section 2.15 Powers and Duties.

(a) Except as otherwise provided in the Articles of Incorporation or the laws of
the State of Nevada, the Board of Directors is invested with the complete and
unrestrained authority to manage the affairs of the corporation, and is
authorized to exercise for such purpose as the general agent of the corporation,
its entire corporate authority in such manner as it sees fit. The Board of
Directors may delegate any of its authority to manage, control or conduct the
current business of the corporation to any standing or special committee or to
any officer or agent and to appoint any persons to be agents of the corporation
with such powers, including the power to subdelegate, and upon such terms as may
be deemed fit.

(b) The Board of Directors shall present to the stockholders at annual meetings
of the stockholders, and when called for by a majority vote of the stockholders
at a special meeting of the stockholders, a full and clear statement of the
condition of the corporation, and shall, at request, furnish each of the
stockholders with a true copy thereof.

(c) The Board of Directors, in its discretion, may submit any contract or act
for approval or ratification at any annual meeting of the stockholders or any
special meeting properly called for the purpose of considering any such contract
or act, provided a quorum is present. The contract or act shall be valid and
binding upon the corporation and upon all the stockholders thereof, if approved
and ratified by the affirmative vote of a majority of the stockholders at such
meeting.

Section 2.16 Compensation. The directors shall be allowed and paid all necessary
expenses incurred in attending any meetings of the Board, but shall not receive
any compensation for their services as directors until such time as the
corporation is able to declare and pay dividends on its capital stock.

Section 2.17 Board Officers.

(a) At its annual meeting, the Board of Directors shall elect, from among its
members, a chairman to preside at meetings of the Board of Directors. The Board
of Directors may also elect such other board officers and for such term as it
may from time to time, determine advisable.


                                       8



(b) Any vacancy in any board office because of death, resignation, removal or
otherwise may be filled by the Board of Directors for the unexpired portion of
the term of such office.

Section 2.18 Order of Business. The order of business at any meeting of the
Board of Directors shall be as follows:

1.   Determination of members present and existence of quorum;

2.   Reading and approval of the minutes of any previous meeting or meetings;

3.   Reports of officers and committeemen;

4.   Election of officers (annual meeting);

5.   Unfinished business;

6.   New business;

7.   Adjournment.

                                   ARTICLE III

                                    OFFICERS

Section 3.01 Election. The Board of Directors, at its first meeting following
the annual meeting of stockholders, shall elect a president, a secretary and a
treasurer to hold office for one (1) year next coming and until their successors
are elected and qualify. Any person may hold two or more offices. The Board of
Directors may, from time to time, by resolution, appoint one or more
vice-presidents, assistant secretaries, assistant treasurers and transfer agents
of the corporation as it may deem advisable; prescribe their duties; and fix
their compensation.

Section 3.02 Removal; Resignation. Any officer or agent elected or appointed by
the Board of Directors may be removed by it with or without cause. Any officer
may resign at any time upon written notice to the corporation without prejudice
to the rights, if any, of the corporation under any contract to which the
resigning officer is a party.

Section 3.03 Vacancies. Any vacancy in any office because of death, resignation,
removal or otherwise may be filled by the Board of Directors for the unexpired
portion of the term of such office.

Section 3.04 President. The president shall be the general manager and executive
officer of the corporation, subject to the supervision and control of the Board
of Directors, and shall direct the corporate affairs, with full power to execute
all resolutions and orders of the Board of Directors not especially entrusted to
some other officer of the corporation. The president shall preside at all
meetings of the stockholders and shall perform such other duties as shall be
prescribed by the


                                        9



Board of Directors.

Unless otherwise ordered by the Board of Directors, the president shall have
full power and authority on behalf of the corporation to attend and to act and
to vote at any meetings of the stockholders of any corporation in which the
corporation may hold stock and, at any such meetings, shall possess and may
exercise any and all rights and powers incident to the ownership of such stock.
The Board of Directors, by resolution from time to time, may confer like powers
on any person or persons in place of the president to represent the corporation
for these purposes.

Section 3.05 Vice-President. The Board of Directors may elect one or more
vice-presidents who shall be vested with all the powers and perform all the
duties of the president whenever the president is absent or unable to act,
including the signing of the certificates of stock issued by the corporation,
and the vice-president shall perform such other duties as shall be prescribed by
he Board of Directors.

Section 3.06 Secretary. The secretary shall keep the minutes of all meetings of
the stockholders and the Board of Directors in books provided for that purpose.
The secretary shall attend to the giving and service of all notices of the
corporation, may sign with the president in the name of the corporation all
contracts authorized by the Board of Directors or appropriate committee, shall
have the custody of the corporate seal, shall affix the corporate seal to all
certificates of stock duly issued by the corporation, shall have charge of stock
certificate books, transfer books and stock ledgers, and such other books and
papers as the Board of Directors or appropriate committee may direct, and shall,
in general, perform all duties incident to the office of the secretary. All
corporate books kept by the secretary shall be open for examination by any
director at any reasonable time.

Section 3.07 Assistant Secretary. The Board of Directors may appoint an
assistant secretary who shall have such powers and perform such duties as may be
prescribed for him by the secretary of the corporation or by the Board of
Directors.

Section 3.08 Treasurer. The treasurer shall be the chief financial officer of
the corporation, subject to the supervision and control of the Board of
Directors, and shall have custody of all the funds and securities of the
corporation. When necessary or proper, the treasurer shall endorse on behalf of
the corporation for collection checks, notes, and other obligations, and shall
deposit all monies to the credit of the corporation in such bank or banks or
other depository as the Board of Directors may designate, and shall sign all
receipts and vouchers for payments made by the corporation. Unless otherwise
specified by the Board of Directors, the treasurer shall sign with the president
all bills of exchange and promissory notes of the corporation, shall also have
the care and custody of the stocks, bonds, certificates, vouchers, evidence of
debts, securities, and such other property belonging to the corporation as the
Board of Directors shall designate, and shall sign all papers required by law,
by these Bylaws, or by the Board of Directors to be signed by the treasurer. The
treasurer shall enter regularly in the books of the corporation, to be kept for
that purpose, full and accurate accounts of all monies received and paid on
account of the corporation and, whenever required by the Board of Directors, the
treasurer shall render a statement of any or all accounts. The treasurer shall
at all reasonable times exhibit the books of


                                       10



account to any directors of the corporation and shall perform all acts incident
to the position of treasurer subject to the control of the Board of Directors.

The treasurer shall, if required by the Board of Directors, give bond to the
corporation in such sum and with such security as shall be approved by the Board
of Directors for the faithful performance of all the duties of treasurer and for
restoration to the corporation, in the event of the treasurer's death,
resignation, retirement or removal from office, of all books, records, papers,
vouchers, money and other property belonging to the corporation. The expense of
such bond shall be borne by the corporation.

Section 3.09 Assistant Treasurer. The Board of Directors may appoint an
assistant treasurer who shall have such powers and perform such duties as may be
prescribed by the treasurer of the corporation or by the Board of Directors, and
the Board of Directors may require the assistant treasurer to give a bond to the
corporation in such sum and with such security as it may approve, for the
faithful performance of the duties of assistant treasurer, and for restoration
to the corporation, in the event of the assistant treasurer's death,
resignation, retirement or removal from office, of all books, records, papers,
vouchers, money and other property belonging to the corporation. The expense of
such bond shall be borne by the corporation.

                                   ARTICLE IV

                                  CAPITAL STOCK

Section 4.01 Issuance. Shares of capital stock of the corporation shall be
issued in such manner and at such times and upon such conditions as shall be
prescribed by the Board of Directors.

Section 4.02 Certificates. Ownership in the corporation shall be evidenced by
certificates for shares of stock in such form as shall be prescribed by the
Board of Directors, shall be under the seal of the corporation and shall be
signed by the president or the vice-president and also by the secretary or an
assistant secretary. Each certificate shall contain the name of the record
holder, the number, designation, if any, class or series of shares represented,
a statement of summary of any applicable rights, preferences, privileges or
restrictions thereon, and a statement that the shares are assessable, if
applicable. All certificates shall be consecutively numbered. The name and
address of the stockholder, the number of shares, and the date of issue shall be
entered on the stock transfer books of the corporation.

Section 4.03 Surrender; Lost or Destroyed Certificates. All certificates
surrendered to the corporation, except those representing shares of treasury
stock, shall be cancelled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been cancelled, except
that in case of a lost, stolen, destroyed or mutilated certificate, a new one
may be issued therefor. However, any stockholder applying for the issuance of a
stock certificate in lieu of one alleged to have been lost, stolen, destroyed or
mutilated shall, prior to the issuance of a replacement, provide the corporation
with his, her or its affidavit of the facts surrounding the loss, theft,
destruction or mutilation and if required by the Board of Directors, an
indemnity bond in an amount and upon such terms as the treasurer, or the Board
of Directors, shall require. In no


                                       11



case shall the bond be in an amount less than twice the current market value of
the stock and it shall indemnify the corporation against any loss, damage, cost
or inconvenience arising as a consequence of the issuance of a replacement
certificate.

Section 4.04 Replacement Certificate. When the Articles of Incorporation are
amended in any way affecting the statements contained in the certificates for
outstanding shares of capital stock of the corporation or it becomes desirable
for any reason, including, without limitation, the merger or consolidation of
the corporation with another corporation or the reorganization of the
corporation, to cancel any outstanding certificate for shares and issue a new
certificate therefor conforming to the rights of the holder, the Board of
Directors may order any holders of outstanding certificates for shares to
surrender and exchange the same for new certificates within a reasonable time to
be fixed by the Board of Directors. The order may provide that a holder of any
certificate(s) ordered to be surrendered shall not be entitled to vote, receive
dividends or exercise any other rights of stockholders until the holder has
complied with the order provided that such order operates to suspend such rights
only after notice and until compliance.

Section 4.05 Transfer of Shares. No transfer of stock shall be valid as against
the corporation except on surrender and cancellation of the certificate
therefor, accompanied by an assignment or transfer by the registered owner made
either in person or under assignment. Whenever any transfer shall be expressly
made for collateral security and not absolutely, the collateral nature of the
transfer shall be reflected in the entry of transfer on the books of the
corporation.

Section 4.06 Transfer Agent. The Board of Directors may appoint one or more
transfer agents and registrars of transfer and may require all certificates for
shares of stock to bear the signature of such transfer agent and such registrar
of transfer.

Section 4.07 Stock Transfer Books. The stock transfer books shall be closed for
a period of ten (10) days prior to all meetings of the stockholders and shall be
closed for the payment of dividends as provided in Article V hereof and during
such periods as, from time to time, may be fixed by the Board of Directors, and,
during such periods, no stock shall be transferable.

Section 4.08 Miscellaneous. The Board of Directors shall have the power and
authority to make such rules and regulations not inconsistent herewith as it may
deem expedient concerning the issue, transfer, and registration of certificates
for shares of the capital stock of the corporation.

                                    ARTICLE V

                                    DIVIDENDS

Section 5.01 Dividends may be declared, subject to the provisions of the laws of
the State of Nevada and the Articles of Incorporation, by the Board of Directors
at any regular or special meeting and may be paid in cash, property, shares of
corporate stock, or any other medium. The Board of Directors may fix in advance
a record date, as provided in Section 1.06 of these Bylaws, prior to the
dividend payment for the purpose of determining stockholders entitled to receive
payment of any dividend. The Board of Directors may close the stock transfer
books for


                                       12



such purpose for a period of not more than ten (10) days prior to the payment
date of such dividend.

                                   ARTICLE VI

             OFFICES; RECORDS; REPORTS; SEAL; AND FINANCIAL MATTERS

Section 6.01 Principal Office. The principal office of the corporation in the
State of Nevada shall be at 1710 West Charleston Boulevard, Las Vegas, Nevada
89101.

The Board of Directors may from time to time, by resolution, change the location
of the principal office within the State of Nevada. The corporation may also
maintain an office or offices at such other place or places, either within or
without the State of Nevada, as may be resolved, from time to time by the Board
of Directors.

Section 6.02 Records. The stock transfer books and a certified copy of the
Bylaws, Articles of Incorporation, any amendments thereto, and the minutes of
the proceedings of stockholders, the Board of Directors, and committees of the
Board of Directors shall be kept at the principal office of the corporation for
the inspection of all who have the right to see the same and for the transfer of
stock. All other books of the corporation shall be kept at such places as may be
prescribed by the Board of Directors.

Section 6.03 Financial Report on Request. Any stockholder or stockholders
holding at least five percent (5%) of the outstanding shares of any class of
stock may make a written request for an income statement of the corporation for
the three (3) month, six (6) month, or nine (9) month period of the current
fiscal year ended more than thirty (30) days prior to the date of the request
and a balance sheet of the corporation as of the end of such period. In
addition, if no annual report for the last fiscal year has been sent to
stockholders, such stockholder or stockholders may make a request for a balance
sheet as of the end of such fiscal year and an income statement and statement of
changes in financial position for such fiscal year. The statements shall be
delivered or mailed to the person making the request within thirty (30) days
thereafter. A copy of the statements shall be kept on file in the principal
office of the corporation for twelve (12) months, and such copies shall be
exhibited at all reasonable times to any stockholder demanding an examination of
them or a copy shall be mailed to each stockholder. Upon request by any
stockholder, there shall be mailed to the stockholder a copy of the last annual,
semiannual, or quarterly income statement which it has prepared and a balance
sheet as of the end of the period. The financial statements referred to in this
Section 6.03 shall be accompanied by the report thereon, if any, of any
independent accountants engaged by the corporation or the certificate of an
authorized officer of the corporation that such financial statements were
prepared without audit from the books and records of the corporation.

Section 6.04 Right of Inspection.

(a) The accounting books and records and minutes of proceedings of the
stockholders and the Board of Directors and committees of the Board of Directors
shall be open to inspection upon the written demand of any stockholder or holder
of a voting trust certificate at any reasonable


                                       13



time during usual business hours for a purpose reasonably related to such
holder's interest as a stockholder or as the holder of such voting trust
certificate. This right of inspection shall extend to the records of the
subsidiaries, if any, of the corporation. Such inspection may be made in person
or by agent or attorney, and the right of inspection includes the right to copy
and make extracts.

(b) Every director shall have the absolute right at any reasonable time to
inspect and copy all books, records, and documents of every kind and to inspect
the physical properties of the corporation and/or its subsidiary corporations.
Such inspection may be made in person or by agent or attorney, and the right of
inspection includes the right to copy and make extracts.

Section 6.05 Corporate Seal. The Board of Directors may, by resolution,
authorize a seal, and the seal may be used by causing it, or a facsimile, to be
impressed or affixed or re-produced or otherwise. Except when otherwise
specifically provided herein, any officer of the corporation shall have the
authority to affix the seal to any document requiring it.

Section 6.06 Fiscal Year. The fiscal year-end of the corporation shall be March
31st or such other term as may be fixed by resolution of the Board of Directors.

Section 6.07 Reserves. The Board of Directors may create, by resolution, out of
the earned surplus of the corporation such reserves as the directors may, from
time to time, in their discretion, think proper to provide for contingencies, or
to equalize dividends or to repair or maintain any property of the corporation,
or for such other purpose as the Board of Directors may deem beneficial to the
corporation, and the directors may modify or abolish any such reserves in the
manner in which they were created.

Section 6.08 Payments to Officers or Directors. Any payments made to an officer
or director of the corporation, such as salary, commission bonus, interest, rent
or entertainment expense, which shall be disallowed by the Internal Revenue
Service in whole or in part as a deductible expense by the corporation, shall be
reimbursed by such officer or director to the corporation to the full extent of
such disallowance. It shall be the duty of the Board of Directors to enforce
repayment of each such amount disallowed. In lieu of direct reimbursement by
such officer or director, the Board of Directors may withhold future
compensation to such officer or director until the amount owed to the
corporation has been recovered.

                                   ARTICLE VII

                                 INDEMNIFICATION

Section 7.01 In General. Subject to Section 7.02, the corporation shall
indemnify any director, officer, employee or agent of the corporation, or any
person serving in any such capacity of any other entity or enterprise at the
request of the corporation, against any and all legal expenses (including
attorney's fees), claims and/or liabilities arising out of any action, suit or
proceeding, except an action by or in the right of the corporation.


                                       14



Section 7.02 Lack of Good Faith; Criminal Conduct. The corporation may, but
shall not be required to, indemnify any person unless such person acted in good
faith and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, where there was no reasonable cause to believe the conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order
or settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, there was reasonable cause to believe that the conduct was unlawful.

Section 7.03 Successful Defense of Actions. The corporation shall reimburse or
otherwise indemnify any director, officer, employee, or agent against legal
expenses (including attorneys' fees) actually and reasonably incurred in
connection with defense of any action, suit, or proceeding hereinabove referred
to, to the extent such person is successful on the merits or otherwise.

Section 7.04 Authorization. Indemnification shall be made by the corporation
only when authorized in the specific case and upon a determination that
indemnification is proper by:

(1) The stockholders;

(2) A majority vote of a quorum of the Board of Directors, consisting of
directors who were not parties to the action, suit, or proceeding; or

(3) Independent legal counsel in a written opinion, if a quorum of disinterested
directors orders or if a quorum of disinterested directors cannot be obtained.

Section 7.05 Advancing Expenses. Expenses incurred in defending any action,
suit, or proceeding may be paid by the corporation in advance of the final
disposition, when authorized by the Board of Directors, upon receipt of an
undertaking by or on behalf of the person defending to repay such advances if
indemnification is not ultimately available under these provisions.

Section 7.06 Continuing Indemnification. The indemnification provided by these
Bylaws shall continue as to a person who has ceased to be a director, officer,
employee, or agent and shall inure to the benefit of the heirs, executors, and
administrators of such a person.

Section 7.07 Insurance. The corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee, or agent of
the corporation or who is or was serving at the request of the corporation in
any capacity against any liability asserted.

                                  ARTICLE VIII

                                     BYLAWS


                                       15



Section 8.01 Amendment. These Bylaws may be altered, amended or repealed at any
regular meeting of the Board of Directors without prior notice, or at any
special meeting of the Board of Directors if notice of such alteration,
amendment or repeal be contained in the notice of such special meeting. These
Bylaws may only be altered, amended, or repealed at a meeting of the
stockholders at which a quorum is present by the affirmative vote of the holders
of a majority of the capital stock of the corporation entitled to vote or by the
consent of the stockholders in accordance with Section 1.12 of these Bylaws.

Section 8.02 Additional Bylaws. Additional bylaws not inconsistent herewith may
be adopted by the Board of Directors at any meeting of the Board of Directors at
which a quorum is present by an affirmative vote of a majority of the directors
present or by the unanimous consent of the Board of Directors in accordance with
Section 2.12 of these Bylaws. Any Bylaws so adopted shall be presented to the
stockholders for alteration, amendment, or repeal in accordance with Section
8.01 of these Bylaws.

                                  CERTIFICATION

I, the undersigned, being the duly elected secretary of the corporation, do
hereby certify that the foregoing Bylaws were adopted by the Board of Directors
the 1st of March, 1975.


/s/ Kathryn Kessler Secretary
- -----------------------------
Secretary


                                       16

EX-3.114

                                                                   Exhibit 3.114

                       RESTATED ARTICLES OF INCORPORATION

Kevin McDonald and Erma McDonald certify that:

      1. They are the president and the secretary, respectively, of Federal
Ambulance Co., Inc., a California corporation.

      2. The articles of incorporation of this corporation are amended and
restated to read as follows:

            ONE:

            The name of this corporation is Mercy Life Care.

            TWO:

            The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.

            THREE:

            This corporation is authorized to issue only one class of shares,
which shall be designated "common" shares. The total authorized number of such
shares which may be issued is one hundred thousand (100,000) shares. This
corporation shall not issue any nonvoting equity securities.

            FOUR:

            This corporation is a close corporation. The issued shares of this
corporation of all classes shall be held of record by not more than 10 persons.
The number of persons for such purpose shall be determined in accordance with
California Corporations Code Sec. 158(d), as it now exists and may be amended or
superseded.

      3. The foregoing amendment and restatement of articles of incorporation
has been duly approved by the board of directors.

      4. The foregoing amendment and restatement of articles of incorporation
has been duly approved by the required vote of shareholders in accordance with
Section 902 of the Corporations Code. The total number of outstanding shares of
the corporation is 9,500. The number of shares voting in favor of the amendment
equaled or exceeded the vote required. The percentage vote required was more
than 50%.



            We further declare under penalty of perjury under the laws of the
State of California that the matters set forth in this certificate are true and
correct of our own knowledge.

Date: October 2, 1990

                                              /s/ Kevin McDonald
                                              --------------------------------
                                              Kevin McDonald, President

                                              /s/ Erma McDonald
                                              --------------------------------
                                              Erma McDonald, Secretary

                                        2

EX-3.115

                                                                   Exhibit 3.115

                                     BYLAWS
                                       OF
                                 MERCY LIFE CARE
                            A CALIFORNIA CORPORATION

                                  SHAREHOLDERS

1. PLACE OF MEETINGS. Shareholders' meetings shall be held at the principal
office for the transaction of the business of this corporation in the State of
California, or at such other place as the Board of Directors shall, by
resolution, appoint.

2. ANNUAL MEETINGS. The annual meeting of shareholders shall be held at 10:00
a.m. on the second Tuesday in May in each year; or at such other time as the
Board of Directors may determine. At such meeting directors shall be elected,
reports of the affairs of the corporation shall be considered, and any other
business may be transacted which is within the powers of the shareholders. The
first annual meeting of shareholders after incorporation need not be held if
less than nine months have elapsed since incorporation to such meeting date.

Written notice of each annual meeting shall be mailed to each shareholder
entitled to vote, addressed to such shareholders at his address appearing on the
books of the corporation or given by him to the corporation for the purpose of
notice. If a shareholder gives no address, notice shall be deemed to have been
given if sent by mail or other means of written communication addressed to the
place where the principal executive officer of the corporation is situated, or
if published at least once in some newspaper of general circulation in the
county in which said office is located. All such notices shall be mailed,
postage prepaid, to each shareholder entitled thereto not less than ten (10)
days nor more than sixty (60) days before each annual meeting. Such notices
shall specify the place, the day, and the hour of such meeting the names of the
nominees for election as directors if directors are to be elected at the
meeting, and those matters which the Board of Directors intends to present for
action by the shareholders, and shall state such other matters, if any, as may
be expressly required by statute.

3. SPECIAL MEETINGS. Special meetings of the shareholders, for any purpose or
purposes whatsoever, may be called at any time by the Chairman of the Board of
Directors, if any, the President or any Vice President, or by the Board of
Directors, or by one or more shareholders holding not less than ten (10%) of the
voting power of the corporation. Except in special cases where other express
provision is made by statute, notice of such special meeting shall be given in
the same manner as for an annual meeting of shareholders. Said notice shall
specify the general nature of the business to be transacted at the meeting. No
business shall be transacted at a special meeting except as stated in the notice
sent to shareholders, unless by the unanimous consent of all shareholders
entitled to vote. Upon written request to the Chairman of the Board, the
President, the Secretary or any Vice President of the corporation by any person
(but not the Board of Directors) entitled to call a special meeting of
shareholder, the person receiving such request shall cause a notice to be given
to the shareholders entitled to vote that a meeting will be held at a time
requested by the person calling the meeting not less than thirty-five (35) nor
more than sixty (60) days after the receipt of the request.



4. ADJOURNED MEETINGS AND NOTICE THEREOF. Any shareholders' meeting, annual or
special, whether or not a quorum is present, may be adjourned from time to time
by the vote of a majority of the shares the holders of which are either present
in person or represented by proxy thereat, but in the absence of a quorum no
other business may be transacted at such meeting.

Notice of an adjourned meeting need not be given if (a) the meeting is adjourned
for forty-five (45) days or less, (b) the time and place of the adjourned
meeting are announced at the meeting at which the adjournment is taken, and (c)
no new record date is fixed for the adjourned meeting. Otherwise, notice of the
adjourned meeting shall be given as in the case of an original meeting.

5. VOTING. Except as provided below or as otherwise provided by the Articles of
Incorporation or by law, a shareholder shall be entitled to one vote for each
share held of record on the record date fixed for the determination of the
shareholders entitled to vote at a meeting or, if no such date is fixed, the
date determined in accordance with law. Upon the demand of any shareholder made
at a meeting before the voting begins, the election of directors shall be by
ballot. At every election of directors, shareholders may cumulate votes and give
one candidate a number of votes equal to the number of directors to be elected
multiplied by the number of votes to which the shares are entitled or distribute
votes according to the same principle among as many candidates as desired;
however, no shareholder shall be entitled to cumulate votes for any one or more
candidates unless such candidate or candidates' names have been place in
nomination prior to the voting and at least one shareholder has given notice at
the meeting prior to the voting of such shareholder's intention to cumulate
votes.

6. QUORUM. A majority of the shares entitled to vote, represented in person or
by proxy, constitutes a quorum for the transaction of business. No business may
be transacted at a meeting in the absence of a quorum other than the adjournment
of such meeting, except that if a quorum is present at the commencement of a
meeting, business may be transacted until the meeting is adjourned even though
the withdrawal of shareholders results in less than a quorum. If a quorum is
present at a meeting, the affirmative vote of a majority of the shares
represented at the meeting and entitled to vote on any matter shall be the act
of the shareholders unless the vote of a larger number if required by law or the
Articles of Incorporation. If a quorum is present at the commencement of a
meeting but the withdrawal of shareholders results in less than quorum, the
affirmative vote of the majority of shares required to constitute a quorum shall
be the act of the shareholders unless the vote of a larger number is required by
law or the Articles of Incorporation. Any meeting of shareholders, whether or
not a quorum is present, may be adjourned by the vote of a majority of the
shares represented at the meeting.

7. CONSENT OF ABSENTEES. The transactions of any meeting of shareholders,
however called and noticed and wherever held, are as valid as though had at a
meeting duly held after regular call and notice, if a quorum is present either
in person or by proxy and if, either before or after the meeting, each of the
persons entitled to vote who is not present at the meeting in person or by proxy
signs a written waiver of notice, a consent to the holding of the meeting or
approval of the minutes of the meeting. For such purposes, a shareholder shall
not be considered present at a meeting if, at the beginning of the meeting, the
shareholder objects to the transaction of any


                                        2



business because the meeting was not properly called or convened or, with
respect to the consideration of a matter required to be included in the notice
for the meeting which was not so included, the shareholder expressly objects to
such consideration at the meeting.

8. ACTION WITHOUT MEETING. Except as provided below or by the Articles of
Incorporation, any action which may be taken at any meeting of shareholders may
be taken without a meeting and without prior notice if a consent in writing,
setting forth the action so taken, is signed by the holders of outstanding
shares having not less than the minimum number of votes which would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote on such action were present and voted. Unless the consents of all
shareholders entitled to vote have been solicited in writing, the corporation
shall give, to those shareholders entitled to vote who have not consented in
writing, a written notice of (a) any shareholder approval obtained without a
meeting pursuant to those provisions of the California Corporations Code set
forth in Subsection 603(b)(1) of such Code at least ten (10) days before the
consummation of the action authorized by such approval, and (b) the taking of
any other action approved by shareholders without a meeting, which notice shall
be given promptly after such action is taken.

9. PROXIES. A shareholder may be represented at any meeting of shareholders by a
written proxy signed by the person entitled to vote or by such person's duly
authorized attorney-in-fact. A proxy must bear a date within eleven (11) months
prior to the meeting, unless the proxy specifies a different length of time. A
revocable proxy is revoked by a writing delivered to the Secretary of the
corporation stating that the proxy is revoked or by a subsequent proxy executed
by, or by attendance at the meeting and voting in person by, the person
executing the proxy.

10. ELECTION INSPECTORS. One or three election inspectors may be appointed by
the Board of Directors in advance of a meeting of shareholders or at the meeting
by the Chairman of the meeting. If not previously chosen, one or three
inspectors shall be appointed by the Chairman of the meeting if a shareholder or
proxy holder so requests. When inspectors are appointed at the request of a
shareholder or proxy holder, the majority of shares represented in person or by
proxy shall determine whether one or three inspectors shall be chosen. The
election inspectors shall determine all questions concerning the existence of a
quorum and the right to vote, shall tabulate and determine the results of voting
and shall do all other acts necessary or helpful to the expeditious and
impartial conduct of the vote. If there are three inspectors, the decision, act
or certificate of a majority of the inspectors is effective as if made by all.

                                    DIRECTORS

11. POWERS. Subject to limitations of the Articles of Incorporation, of the
Bylaws, and of the California General Corporation Law as to action to be
authorized or approved by the shareholders, and subject to the duties of
directors as prescribed by the Bylaws, all corporate powers shall be exercised
by or under the ultimate direction of, and the business and affairs of the
corporation shall be managed by, the Board of Directors. Without prejudice to
such general powers, but subject to the same limitations, it is hereby expressly
declared that the directors shall have the following powers:


                                        3



(a) To select and remove all of the other officers, agents and employees of the
corporation, prescribe such powers and duties for them as may not be
inconsistent with law, with the Articles of Incorporation, or the Bylaws, fix
their compensation and require from them security for faithful service.

(b) To conduct, manage and control the affairs and business of the corporation,
and to make such rules and regulations therefor not inconsistent with law, or
with the Articles of Incorporation, or the Bylaws, as they may deem best.

(c) To change the principal office for the transaction of the business of the
corporation from one location to another within the same county as provided in
Section 1 hereof; to fix and locate from time to time one or more subsidiary
offices of the corporation within or without the State of California, as
provided in Section 2 hereof; to designate any place within or without the State
of California for the holding of any shareholders' meeting or meetings; and to
prescribe the forms of certificates of stock, and to alter the form of such
certificates from time to time, as in their judgment they may deem best,
provided such certificates shall at all times comply with the provisions of law.

(d) To authorize the issuance of shares of capital stock of the corporation from
time to time, upon such terms as may be lawful

(e) To borrow money and incur indebtedness for the purposes of the corporation,
and to cause to be executed and delivered therefor, in the corporate name,
promissory notes, bonds, debentures, deeds of trust, mortgages, pledges,
hypothecations, or other evidences of debt and securities therefor.

12. NUMBER OF DIRECTORS. The authorized number of directors of this corporation
shall be one or more until changed by amendment of the Articles of Incorporation
or by a Bylaw duly adopted by the shareholders amending this Section 12.

13. ELECTION, TERM OF OFFICE AND VACANCIES. At each annual meeting of
shareholders, directors shall be elected to hold office until the next annual
meeting. Each director, including a director elected to fill a vacancy, shall
hold office until the expiration of the term for which the director was elected
and until a successor has been elected. The Board of Directors may declare
vacant the office of a director who has been declared to be of unsound mind by
court order or convicted of a felony. Vacancies on the Board of Directors not
caused by removal may be filled by a majority of the directors then in office,
regardless of whether they constitute a quorum, or by the sole remaining
director. The shareholders may elect a director at any time to fill any vacancy
not filled, or which cannot be filled, by the Board of Directors.

14. REMOVAL. Except as described below, any or all of the directors may be
removed without cause if such removal is approved by the affirmative vote of a
majority of the outstanding shares entitled to vote. Unless the entire Board of
Directors is so removed, no director may be removed if (a) the votes cast
against removal, or not consenting in writing to such removal, would be
sufficient to elect such director if voted cumulatively at an election at


                                        4



which the same total number of votes were cast or, if such action is taken by
written consent, all shares entitled to vote were voted, and (b) the entire
number of directors authorized at the time of the director's most recent
election were then being elected.

15. RESIGNATION. Any director may resign by giving written notice to the
Chairman of the Board, the President, the Secretary or the Board of Directors.
Such resignation shall be effective when given unless the notice specifies a
later time. The resignation shall be effective regardless of whether it is
accepted by the corporation.

16. COMPENSATION. If the Board of Directors so resolves, the directors,
including the Chairman of the Board, shall receive compensation and expenses of
attendance for meetings of the Board of Directors and of committees of the
Board. Nothing herein shall preclude any director from serving the corporation
in another capacity and receiving compensation for such service.

17. COMMITTEES. The Board of Directors may, by resolution adopted by a majority
of the authorized number of directors, designate one or more committees, each
consisting of two or more directors, to serve at the pleasure of the Board. The
Board may designate one or more directors as alternate members of a committee
who may replace any absent member at any meeting of the committee. To the extent
permitted by resolution of the Board of Directors, a committee may exercise all
of the authority of the Board to the extent permitted by Section 311 of the
California Corporations Code.

18. INSPECTION OF RECORDS AND PROPERTIES. Each director may inspect all books,
records, documents and physical properties of the corporation and its
subsidiaries at any reasonable time. Inspections may be made either by the
director or the director's agent or attorney. The right of inspection includes
the right to copy and make extracts.

19. TIME AND PLACE OF MEETINGS AND TELEPHONE MEETINGS. Immediately following
each annual meeting of shareholders, the Board of Directors shall hold a regular
meeting for the purposes of organizing the Board, election of officers and the
transaction of other business. The Board may establish by resolution the times,
if any, other regular meetings of the Board shall be held. All meetings of
directors shall be held at the principal executive office of the corporation or
at such other place, within or without California, as shall be designated in the
notice for the meeting or in a resolution of the Board of Directors. Directors
may participate in a meeting through use of conference telephone or similar
communications equipment, so long as all directors participating in such meeting
can hear each other.

20. CALL. Meetings of the Board of Directors, whether regular or special, may be
called by the Chairman of the Board, the President, the Secretary, any Vice
President or any two directors.

21. NOTICE. Regular meetings of the Board of Directors may be held without
notice if the time of such meetings has been fixed by the Board. Special
meetings shall be held upon four days' notice by mail or 24 hours' notice
delivered personally or by telephone or telegraph, and regular meeting shall be
held upon similar notice if notice is required for such meetings. Neither a
notice nor a waiver of notice need specify the purpose of any regular of special
meeting. If a


                                        5



meeting is adjourned for more than 24 hours, notice of the adjourned meeting
shall be given prior to the time of such meeting to the directors who were not
present at the time of the adjournment.

22. MEETING WITHOUT REGULAR CALL AND NOTICE. The transactions of any meeting of
the Board of Directors, however called and noticed or wherever held, are as
valid as though had at a meeting duly held after regular call and notice if a
quorum is present and if, either before or after the meeting, each of the
directors not present signs a written waiver of notice, a consent to holding the
meeting or an approval of the minutes of the meeting. For such purposes, a
director shall not be considered present at a meeting if, although in attendance
at the meeting, the director protests the lack of notice prior to the meeting or
at its commencement.

23. ACTION WITHOUT MEETING. Any action required or permitted to be taken by the
Board of Directors may be taken without a meeting, if all of the members of the
Board individually or collectively consent in writing to such action.

24. QUORUM AND REQUIRED VOTE. A majority of the directors then in office shall
constitute a quorum for the transaction of business, provided that unless the
authorized number of directors is one, the number constituting a quorum shall
not be less than the greater of one-third of the authorized number of directors
or two directors. Except as otherwise provided by Subsection 307(a)(8) of the
California Corporations Code, the Articles of Incorporation or these Bylaws,
every act or decision done or made by a majority of the directors present at a
meeting duly held at which a quorum is present is the act of the Board. A
meeting at which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of directors, if any action taken is approved by
at least a majority of the required quorum for such meeting. A majority of the
directors present at a meeting, whether or not a quorum is present, may adjourn
the meeting to another time and place.

25. COMMITTEE MEETINGS. The principles set forth in Sections 19 through 24 of
these Bylaws shall apply to committees of the Board of Directors and to actions
by such committees.

26. LOANS. Except as provided by Section 315 of the Corporations Code, the vote
or written consent of the holders of a majority of the shares of all classes,
regardless of limitations on voting rights, other than shares held by the
benefited directors, officer or shareholder, shall be obtained before this
corporation makes any loan of money or property to or guarantees the obligation
of:

(a) Any director of officers of the corporation, any director of officer of any
of its parents, or any director or officer of any of its subsidiary
corporations, directly or indirectly.

(b) Any person upon the security of the shares of the corporation or the shares
of its parent, unless the loan or guaranty is otherwise adequately secured.

                                    OFFICERS


                                        6



27. TITLES AND RELATION TO BOARD OF DIRECTORS. The officers of the corporation
shall include a President, a Secretary and a Treasurer. The Board of Directors
may also choose a Chairman of the Board and one or more Vice Presidents,
Assistant Secretaries, Assistant Treasurers or other officers. Any number of
offices may be held by the same person and, unless otherwise determined by the
Board, the Chairman of the Board and President shall be the same person. All
officers shall perform their duties and exercise their powers subject to the
direction of the Board of Directors.

28. ELECTION, TERM OF OFFICE AND VACANCIES. At its regular meeting after each
annual meeting of shareholders, the Board of Directors shall choose the officers
of the corporation. No officer need be a member of the Board of Directors except
the Chairman of the Board. The officers shall hold office until their successors
are chosen, except that the Board of Directors may remove any officer at any
time. If an office becomes vacant for any reason, the vacancy shall be filled by
the Board.

29. RESIGNATION. Any officer may resign at any time upon written notice to the
corporation without prejudice to the rights, if any, of the corporation under
any contract to which the officer is a party. Such resignation shall be
effective when given unless the notice specifies a later time. The resignation
shall be effective regardless of whether it is accepted by the corporation.

30. SALARIES. The Board of Directors shall fix the salaries of the Chairman of
the Board and President and may fix the salaries of other employees of the
corporation including the other officers. If the Board does not fix the salaries
of the other officers, the president shall fix such salaries.

31. CHAIRMAN OF THE BOARD. The Chairman of the Board, if there shall be such an
officer, shall, if present, preside at all meetings of the Board of Directors,
and exercise and perform such other powers and duties as may be from time to
time assigned to him by the Board of Directors or prescribed by the Bylaws.

32. PRESIDENT (CHIEF EXECUTIVE OFFICER). Unless otherwise determined by the
Board of Directors, the President shall be the general manager and chief
executive officer of the corporation, shall preside at all meetings of the Board
of Directors and shareholders, shall be ex officio a member of any committees of
the Board, shall effectuate orders and resolutions of the Board of Directors and
shall exercise such other powers and perform such other duties as the Board of
Directors shall prescribe.

33. VICE PRESIDENT. In the absence or disability of the President, the Vice
President, if any, (or if more than one, the Vice Presidents in order of their
rank as fixed by the Board of Directors or, if not so ranked, the Vice President
designated by the Board of Directors) shall perform all the duties of the
President, and when so acting shall have all the powers of, and be subject to
all the restrictions upon, the President. The Vice Presidents shall have such
other powers and perform such other duties as from time to time may be
prescribed for them respectively by the Board of Directors or the Bylaws.


                                        7



34. SECRETARY. The Secretary shall have the following powers and duties:

(a) Record of Corporate Proceedings. The Secretary shall attend all meetings of
the Board of Directors and its committees and shall record all votes and the
minutes of such meetings in a book to be kept for that purpose at the principal
executive office of the corporation or at such other place as the Board of
Directors may determine. The Secretary shall keep at the corporation's principal
executive office, if in California, or at California, the original or a copy of
the Bylaws, as amended.

(b) Record of Shares. Unless a transfer agent is appointed by the Board of
Directors to keep a share register, the Secretary shall keep at the principal
executive office of the corporation a share register showing the names of the
shareholders and their addresses, the number and class of share held by each,
the number and date of certificates issued, and the number and date of
cancellation of each certificate surrendered for cancellation.

(c) Notices. The Secretary shall give such notices as may be required by law or
these Bylaws.

(d) Additional Powers and Duties. The Secretary shall exercise such other powers
and perform such other duties as the Board of Directors or President shall
prescribe.

35. TREASURER (CHIEF FINANCIAL OFFICER). Unless otherwise determined by the
Board of Directors, the Treasurer shall have custody of the corporate funds and
securities and shall keep adequate and correct accounts of the corporation's
properties and business transactions. The Treasurer shall disburse such funds of
the corporation as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, shall render to the President and directors, at
regular meetings of the Board of Directors or whenever the Board may require, an
account of all transactions and the financial condition of the corporation and
shall exercise such other powers and perform such other duties as the Board of
Directors or President shall prescribe.

36. OTHER OFFICERS. The other officers (if any) of this corporation shall
perform such duties as may be assigned to them by the Board of Directors.

                                     SHARES

37. CERTIFICATES. A certificate or certificates for shares of the capital stock
of the corporation shall be issued to each shareholder when any such shares are
fully paid up. All such certificates shall be signed by the Chairman of the
Board, the President or a Vice President and the Secretary of Assistant
Secretary.

38. TRANSFERS OF SHARES OF CAPITAL STOCK. Transfers of shares shall be made only
upon the transfer books of this corporation, kept at the office of the
corporation or transfer agent designated to transfer such shares, and before a
new certificate is issued, the old certificate shall be surrendered for
cancellation.


                                        8



39. REGISTERED SHAREHOLDERS. Registered shareholders only shall be entitled to
be treated by the corporation as the holders in fact of the shares standing in
their respective names and the corporation shall not be bound to recognize any
equitable or other claim to or interest in any share on the part of any other
person, whether or not it shall have express or other notice hereof, except as
expressly provided by the laws of California.

40. LOST OR DESTROYED CERTIFICATES. The corporation may cause a new stock
certificate to be issued in place of any certificate previously issued by the
corporation alleged to have been lost, stolen or destroyed. The corporation may,
at its discretion and as a condition precedent to such issuance, require the
owner of such certificate to deliver an affidavit stating that such certificate
was lost, stolen or destroyed, or to give the corporation a bond or other
security sufficient to indemnify it against any claim that may be made against
it, including any expense or liability, on account of the alleged loss, theft or
destruction or the issuance of a new certificate.

41. RECORD DATE AND CLOSING OF STOCK BOOKS. The Board of Directors may fix a
time, in the future, not more than sixty (60) nor less than ten (10) days prior
to the date of any meeting of shareholders, or nor more than (60) days prior to
the date fixed for the payment of any dividend or distribution, or for the
allotment of rights, or when any change or conversion or exchange of shares
shall go into effect, as a record date for determination of the shareholders
entitled to notice of and to vote at any such meeting, or entitled to receive
any such dividend or distribution, or any such allotment of rights, or to
exercise the rights in respect to any such change, conversion, or exchange of
shares, and in such case except as provided by law, only shareholders of record
on the date so fixed shall be entitled to notice of and to vote at such meeting
or to receive such dividend, distribution, or allotment of rights, or to
exercise such rights, as the case may be, notwithstanding any transfer of any
shares on the books of the corporation after any record date fixed as aforesaid.
A determination of shareholders of record entitled to notice of or to vote at a
meeting of shareholders shall apply to any adjournment of the meeting unless the
Board of Directors fixes a new record date. The Board of Directors shall fix a
new record date if the adjourned meeting takes place more than 45 days from the
date set for the original meeting.

42. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may appoint one or
more transfer agents or transfer clerks, and one or more registrars, who shall
be appointed at such times and places as the requirements of the corporation may
necessitate and the Board of Directors may designate.

                                   AMENDMENTS

43. ADOPTION OF AMENDMENTS. New Bylaws may be adopted or these Bylaws may be
amended or repealed:

(a) at any annual meeting, or other meeting of the shareholders called for that
purpose, by the vote of shareholders holding more than fifty percent (50%) of
the issued and outstanding shares of the corporation; or


                                        9



(b) without a meeting, by written consent of shareholders holding more than
fifty percent (50%) of the issued and outstanding shares of the corporation; or

(c) by a majority of the directors of the corporation; provided; however, that a
greater vote of shareholders of directors shall be necessary if required by law
or by the Articles of Incorporation.

44. RECORD OF AMENDMENTS. Whenever an amendment or new Bylaw is adopted, it
shall be copied in the Book of Bylaws with the original Bylaws, in the
appropriate place.

CORPORATE SEAL

45. FORM OF SEAL. The corporation may adopt and use a corporate seal but shall
not be required to do so. If adopted and used, the corporate seal shall be
circular in form, and shall have inscribed thereon the name of the corporation,
the date of its incorporation and the word "California".

                                  MISCELLANEOUS

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

47. CONTRACT, ETC., HOW EXECUTED. The Board of Directors, except as otherwise
provided in these Bylaws, may authorize any officer or officers, or agent or
agents, to enter into any contract or execute any instrument in the name of and
on behalf of the corporation, and such authority may be general or confined to
specific instances; and unless so authorized by the Board of Directors, no
officer, agent, or employee shall have any power or authority to bind the
corporation by any contract or engagement or to pledge its credit or to render
it liable for any purpose or for any amount.

48. REPRESENTATION OF SHARES OF OTHER CORPORATION. The Chairman of the Board,
the President or any Vice President and the Secretary or Assistant Secretary of
this corporation are authorized to vote, represent, and exercise on behalf of
this corporation all rights incident to any and all shares of any other
corporation or corporations standing in the name of this corporation. The
authority herein granted to said officers to vote or represent on behalf of this
corporation by an all shares held by this corporation in any other corporation
or corporations may be exercised either by such officers in person or by any
other person authorized so to do by proxy or power of attorney duly executed by
said officers.

49. INSPECTION OF BYLAWS. The corporation shall keep in its principal office for
the transaction of business the original or a copy of these Bylaws as amended or
otherwise altered to date, certified by the Secretary, which shall be open to
inspection by the shareholders at all reasonable times during office hours.


                                       10



50. ANNUAL REPORT. The annual report to shareholders specified in Section 1501
of the California Corporations Code is dispensed with except as the Board of
Directors may otherwise determine, so long as there are less than 100 holders of
record of the corporation's shares. Any such annual report sent to shareholders
shall be sent at least 15 days prior to the next annual meeting of shareholders.

51. CONSTRUCTION AND DEFINITIONS. Unless the context otherwise requires, the
general provisions, rules and construction, and definitions contained in the
California General Corporation Law shall govern the construction of these
Bylaws. Without limiting the generality of the foregoing, the masculine gender
includes the feminine and neuter, the singular number includes the plural and
the plural number includes the singular, and the term "person" includes a
corporation as well as a natural person.

52. INDEMNIFICATION.

(a) Definitions. For the purposes hereof "agent" includes any person who is or
was a director, officer, employee, or other agent of the corporation, or is or
was servicing at the request of the corporation as a director, officer,
employee, or agent of another foreign or domestic corporation, partnership,
joint venture, trust, or other enterprise, or was a director, officer, employee
or agent of a foreign or domestic corporation which was a predecessor
corporation of the corporation or of another enterprise at the request of such
predecessor corporation; "proceeding" includes any threatened, pending, or
completed action or proceeding, whether civil, criminal, administrative or
investigative; and "expenses" includes, without limitation, attorneys' fees and
any expenses of establishing a right of indemnification under subsection (d) or
subsection (e)(i) of this Section 52.

(b) Indemnification in Actions by Third Parties. The corporation shall have
power to indemnify any person who was or is a party or is threatened to be made
a party to any proceeding (other than an action by or in the right of the
corporation to procure a judgment in its favor) by reason of the fact that such
person is or was an agent of the corporation, against expenses, judgments,
fines, settlements, and other amounts actually and reasonably incurred in
connection with such proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in the best interests of the
corporation and, in the case of a criminal proceeding, had no reasonable cause
to believe the conduct of such person was unlawful. The termination of any
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which the person reasonably
believed to be in the best interests of the corporation or that the person had
reasonable cause to believe that the person's conduct was unlawful.

(c) Indemnification in Actions by or in the Right of the Corporation. The
corporation shall have power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action by
or in the right of the corporation to procure a judgment in its favor by reason
of the fact that such person is or was an agent of the corporation, against
expenses actually and reasonably incurred by such person in connection with the
defense or settlement of such action if such person acted in good faith, in a
manner such person believed


                                       11



to be in the best interests of the corporation and its shareholders. No
indemnification shall be made under this subsection (c):

(i) In respect of any claim, issue, or matter as to which such person shall have
been adjudged to be liable to the corporation in the performance of such
person's duty to the corporation and its shareholders, unless and only to the
extent that the court in which such action was brought shall determine upon
application that, in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnify for the expenses and then only to
the extent that the court shall determine;

(ii) Of amounts paid in settling or otherwise disposing of a pending action,
without court approval; or

(iii) Of expenses incurred in defending a pending action which is settled or
otherwise disposed of without court approval.

(d) Indemnification Against Expenses. To the extent that an agent of the
corporation has been successful on the merits in defense of any proceeding
referred to in subsection (b) or (c) of this Section 52 or in defense of any
claim, issue or matter therein, the agent shall be indemnified against expenses
actually and reasonably incurred by the agent in connection therewith.

(e) Required Determinations. Except as provided in subsection (d) of this
Section 52, any indemnification under this Section 52 shall be made by the
corporation only if authorized in the specific case, upon a determination that
indemnification of the agent is proper in the circumstances because the agent
has met the applicable standard of conduct set forth in subsections (b) or (c)
of this Section 52 by any of the following:

(i) A majority vote of a quorum consisting of Directors who are not parties to
such proceeding;

(ii) If such quorum of Directors is not obtainable, by independent legal counsel
in a written opinion;

(iii) Approval of the shareholders, with the shares owned by the person to be
indemnified not being entitled to vote thereon; or

(iv) The court in which such proceeding is or was pending upon application made
by the corporation or the agent or the attorney or other person rendering
services in connection with the defense, whether or not such application by the
agent, attorney, or other person is opposed by the corporation.

(f) Advance of Expenses. Expenses incurred in defending any proceeding may be
advanced by the corporation prior to the final disposition of such proceeding
upon receipt of an undertaking by or on behalf of the agent to repay such amount
unless it shall be determined ultimately that the agent is entitled to be
indemnified as authorized in this Section 52.


                                       12



(g) Other Indemnification. The indemnification provided by this Section 52 shall
not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any other Bylaw, agreement, vote of
shareholders or disinterested directors or otherwise, both as to action in an
official capacity and as to action in another capacity while holding such
office, to the extent such additional rights to indemnification are authorized
in the Articles of the corporation. The rights to indemnify hereunder shall
continue as to a person who has ceased to be a director, officer, employee, or
agent and shall inure to the benefit of the heirs, executors, and administrators
of the person. Nothing contained in this Section 52 shall affect any right
indemnification to which persons other than such directors and officers may be
entitled by contract or otherwise.

(h) Forms of Indemnification Not Permitted. No indemnification or advance shall
be made under this Section 52 except as provided in Section (d) or Section
(e)(iv) in any circumstance where it appears:

(i) That it would be inconsistent with a provision of the Articles, these
Bylaws, a resolution of the shareholders or an agreement in effect at the time
of the accrual of the alleged cause of action asserted in the proceeding in
which the expenses were incurred or other amounts were paid, which prohibits or
otherwise limits indemnification; or

(ii) That it would be inconsistent with any condition expressly imposed by a
court in approving a settlement.

(i) Insurance. The corporation shall have power to purchase and maintain
insurance on behalf of any agent of the corporation against any liability
asserted against or incurred by the agent in such capacity or arising out of the
agent's status as such whether or not the corporation would have the power to
indemnify the agent against such liability under the provisions of this Section
52. The fact that this corporation owns or might own all or a portion of the
shares of the company issuing a policy of insurance shall not render this
subdivision inapplicable if either of the following conditions are satisfied:
(1) if authorized in the Articles of this corporation, any policy issued is
limited to the extent provided by subdivision (d) of Section 204 of the
California Corporations Code; or (2)(A) the company issuing the insurance policy
is organized, licensed, and operated in a manner that complies with the
insurance laws and regulations applicable to its jurisdiction or organization,
(B) the company issuing the policy provides procedures for processing claims
that do not permit that company to be subject to the direct control of the
corporation that purchased that policy, and (C) the policy issued provides for
some manner of risk sharing between the issuer and purchaser of the policy, on
one hand, and some unaffiliated person or persons, on the other, such as by
providing for more than one unaffiliated owner of the company issuing the policy
or by providing that a portion of the coverage furnished will be obtained from
some unaffiliated insurer or reinsurer.

(j) Nonapplicablity to Fiduciaries of Employee Benefit Plans. This Section 52
does not apply to any proceeding against any trustee, investment manager, or
other fiduciary of an employee benefit plan in such person's capacity as such,
even though such person may also be an agent of the corporation as defined in
subsection (a) of this Section 52. The corporation shall


                                       13



have power to indemnify such trustee, investment manger or other fiduciary to
the extent permitted by subdivision (f) of Section 207 of the California
Corporations Code.

(k) Further Indemnification. Notwithstanding the provisions contained in Section
52(b) through (f) above, the corporation, at its option, may indemnify one or
more agents of the corporation to the extent provided herein, or to such lesser
extent as provided by the corporation.

(i) To the extent provided herein, the corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any proceeding by
reason of the fact that such person is or was an agent of the corporation, for
his or her expenses, judgments, fines, settlements and other amounts actually
incurred in connection with such proceeding. Provided, however, that no
indemnification of any agent (whether a director or not) shall be made for any
acts or omissions or transactions from which a director would not be permitted
to be relieved of liability as set forth in the exception of Subdivision (10) of
Section 204(a) of the Corporations Code, or as to circumstances in which
indemnity is expressly prohibited by Section 317 of the Corporations Code.

(ii) Expenses incurred in defending any proceeding shall be advanced by the
corporation, including prior to the final disposition of the proceeding.

(iii) All rights of the agent and all obligations of the corporation contained
herein shall continue during the period the agent is an agent and shall continue
thereafter so long as the agent shall be subject to any possible proceeding by
reason of the fact that the agent was an agent of the corporation. The right to
indemnification conferred herein is intended to create a contractual obligation
of the corporation which cannot be modified except with respect to proceedings
accruing subsequent to any modification.

(iv) Promptly after receipt by the agent of notice of the commencement of any
proceeding, the agent will, if a claim in respect thereof is to be made against
the corporation hereunder, notify the corporation of the commencement thereof;
but the omission so to notify the corporation will not relieve the corporation
from any liability which it may have to the agent otherwise than under this
provision. With respect to any such proceeding as to which the agent notifies
the corporation as to the commencement thereof:

(A) The corporation will be entitled to participate therein at its own expense;
and

(B) Except as otherwise provided below, to the extent that it may wish, the
corporation jointly with any other indemnifying parties similarly notified will
be entitled to assume the defense thereof with counsel reasonably satisfactory
to the agent. After notice from the corporation to the agent of its election so
to assume the defense thereof, the corporation will not be liable to the agent
hereunder for any legal or other expenses subsequently incurred by the agent in
connection with the defense thereof other than reasonable costs of investigation
or as otherwise provided below. The agent shall have the right to employ its own
counsel in such proceeding but the fees and expenses of such counsel incurred
after notice from the corporation of its assumption of the defense thereof shall
be at the expense of the agent unless;


                                       14



(1) the employment of counsel by the agent has been authorized by the
corporation;

(2) the agent shall have reasonably concluded that there may be a conflict of
interest between the corporation and the agent in the conduct of the defense of
such proceeding, or

(3) within a reasonable time after notice by the agent to the corporation, the
corporation shall not in fact have employed counsel to assume the defense of
such proceeding; in each of which cases the fees and expenses of counsel for the
agent shall be at the expense of the corporation. The corporation shall not be
entitled to assume the defense of any proceeding brought by or on behalf of the
corporation or as to which the director shall have made the conclusion provided
for in (2) above.

(C) The corporation shall not be liable to indemnify the agent hereunder for any
amounts paid in settlement of any action or claim effected without its written
consent. The corporation shall not settle any action or claim in any manner
which would impose any penalty or limitation on the agent without the agent's
written consent. Neither the corporation nor the agent will unreasonably
withhold its consent to any proposed settlement.

(v) The agent agrees that the agent will reimburse the corporation for all
reasonable expenses paid by the corporation in defending any proceeding against
the agent in the event and only to the extent that shall be ultimately
determined that the agent is not entitled to be indemnified by the corporation
for such expenses under the laws of California, the Articles of Incorporation,
these Bylaws or otherwise.

(vi) If a claim for indemnification under this provision is not paid in full by
the corporation within 30 days after a written claim has been received by the
corporation, the agent so entitled may at any time thereafter bring suit against
the corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall also be entitled to be paid the expense of
prosecuting such claim. If shall be a defense of the corporation to any such
action (other than an action brought to enforce a claim for advancement of
expenses incurred in defending any proceeding in advance of its final
disposition) that the agent has not met the standards of conduct which make it
permissible under the laws of California, the Articles of Incorporation, these
Bylaws or otherwise, to indemnify the agent for the amount claimed, but the
burden of proving such defense shall be on the corporation. Neither the failure
of the corporation to have made a determination prior to the commencement of
such action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct nor an actual
determination by the corporation that the claimant has not met such applicable
standard of conduct shall be a defense to the action for advancement of expenses
prior to final disposition or create a presumption that such claimant has not
met the applicable standard of conduct.

The foregoing bylaws are hereby adopted by approval of the undersigned as the
sole shareholder of the Corporation, and all previous bylaws of the Corporation
are hereby repealed and shall hereafter be superceded and replaced in their
entirety by the foregoing bylaws.


                                       15



DATED this 12th day of January, 1994.

LAIDLAW MEDICAL TRANSPORATION, INC.


/s/ John R. Grainger
- ----------------------------------------


                                       16

EX-3.116

                                                                   Exhibit 3.116

                            ARTICLES OF INCORPORATION
                                       OF
                              THE GOULD GROUP, INC.

I, the undersigned natural person of the age of eighteen (18) years or more, who
is a citizen of the State of Texas, acting as the incorporator of a corporation
under the Texas Business Corporation Act, do hereby adopt the following Articles
of Incorporation for such corporation.

                                   ARTICLE I.

The name of the corporation is THE GOULD GROUP, INC.

                                   ARTICLE II.

The period of its duration is perpetual.

                                  ARTICLE III.

The purpose for which the corporation is organized is:

(1) To transact any business and to do and perform any and all acts and things
authorized by Article 2.01 of the Texas Business Corporation Act, as amended, or
which may be authorized in the future by amendment thereto.

(2) To purchase, manufacture, market, assemble, fabricate, produce, import,
receive, lease as lessee or otherwise acquire, own, hold, store, use, repair,
service, maintain, mortgage, pledge or otherwise encumber, sell, assign, lease
as lessor, distribute, export or otherwise dispose of and generally deal with
and in as principal, agent or otherwise, goods, wares, merchandise and personal
property of all kinds and descriptions.

(3) To establish, maintain and conduct any sales, service or merchandise
business in all its aspects for the purpose of selling, purchasing, licensing,
renting, leasing, operating, franchising, and otherwise dealing with personal
services, instruments, machines, appliances, inventions, trademarks, trade
names, patents, privileges, processes, improvements, copyright and personal
property of all kinds and descriptions.



(4) To serve as manager, consultant, representative, agent or advisor for other
persons, associations, corporations, partnerships and firms.

(5) To purchase, take, receive, lease or otherwise acquire, own, hold, use,
improve and otherwise deal in and with, sell, convey, mortgage, pledge, lease,
exchange, transfer and otherwise dispose of liens on real estate, real property,
chattels real and estates, interests, and rights and equities of all kinds in
lands; and to engage in the business of managing, supervising and operating real
property, buildings and structures to negotiate and consummate for itself or for
others leases with respect to such properties, to enter into contracts and
arrangements either as principal or as agent for the maintenance, repair and
improvement of any property managed, supervised, or operated by the Corporation;
to engage in and conduct any business or activity incident, necessary, advisable
or advantageous to the ownership of property, building, and structures, managed,
supervised or operated by the Corporation.

(6) To enter into or become an associate, member, shareholder, or partner in any
firm, association, partnership (whether limited, general or otherwise), company,
joint stock company, syndicate or corporation, domestic or foreign, formed or to
be formed to accomplish any lawful purpose, and to allow or cause the title to
any estate, right or interest in any property (whether real, personal or mixed),
owned, acquired, controlled, or operated by or in which the Corporation has any
interest, to remain or be vested or registered in the name of or operated by any
firm association, partnership (whether limited, general or otherwise), company,
joint stock company, syndicate, or corporation, domestic or foreign, formed to
accomplish any of the purposes enumerated herein.

(7) To acquire the goodwill, rights, assets, stock and other property, and to
undertake or assume the whole, or any part of, the obligations for liabilities
of any person, firm, association or corporation.

(8) To do all and everything necessary, suitable and proper for the
accomplishment of any of the purposes, or the attainment of any of the powers
hereinbefore set forth, either alone, or in association with other corporations,
firms, partnerships and individuals and to do every other act or acts, thing or
things incidental or pertinent to or growing out of or connected with the
aforesaid business or powers or any part or parts thereof; provided, the same be
not inconsistent with the laws under which this Corporation is organized.


                                       2



                                   ARTICLE IV.

The aggregate number of shares which the corporation shall have authority to
issue is 1,000,000 shares of Common Stock, having a par value of $.10 cents per
share.

                                   ARTICLE V.

The corporation will not commence business until it has received for the
issuance of its shares consideration at least equal to the aggregate value of
One-Thousand Dollars ($1,000.00), consisting of money, labor done or property
actually received.

                                   ARTICLE VI.

The shareholders of the corporation shall have preemptive rights.

                                  ARTICLE VII.

At each election of directors every shareholder entitled to vote at such
election shall have the right to vote, in person or by proxy, the number of
shares owned by him with respect to each of the persons nominated for election
as a director and for whose election he has a right to vote. Each shareholder
shall also be entitled to cumulate his votes by giving one candidate a number of
votes equal to the number of directors to be elected multiplied by the number of
shares owned by such shareholder, or by distributing such votes on the same
principle among any number of such candidates.


                                       3



                                  ARTICLE VIII.

Except to the extent such power may be modified or divested by action of
shareholders representing a majority of the issued and outstanding shares of the
capital stock of the corporation taken at any regular or special meeting of the
shareholders, the power to adopt, alter, amend or repeal the bylaws of the
corporation shall be vested in the Board of Directors.

                                   ARTICLE IX.

The post office address of the corporation's initial registered office is 1107
Grinnell, Richardson, Texas 75081, and the name of its initial registered agent
at such address is Steven C. Reece.

                                   ARTICLE X.

The initial Board of Directors shall consist of three (3) directors; however,
thereafter, the bylaws shall fix the number of directors constituting the Board
at not less than three (3) nor more than fifteen (15). The names and addresses
of the persons who shall serve as the directors of the corporation until the
first annual meeting of the shareholders or until their successors are elected
and qualified are:

          (1)   STEVEN C. REECE
                1107 Grinnell
                Richardson, Texas 75081

          (2)   KEVIN R. BOWER, M.D.
                5636 South Lakeshore Dr.
                #624
                Shreveport, Louisiana 71119

          (3)   RON WEISS #5 The Beeches
                Woodbury, New York 11797


                                       4



                                   ARTICLE XI.

The name and address of the incorporator of the corporation is as follows:

                                NATHAN ALLEN, JR.
                             8828 Greenville Avenue
                               Dallas, Texas 75243

IN WITNESS WHEREOF, I have hereunto set my hand, this 22 day of April, 1991.


/s/ NATHAN ALLEN, JR
- -------------------------------------
NATHAN ALLEN, JR.

STATE OF TEXAS     Section
                   Section
COUNTY OF DALLAS   Section

I, a Notary Public in and for Dallas County, Texas, do hereby certify that on
this 22nd day of April, 1991, personally appeared before me NATHAN ALLEN, JR.,
being by me first duly sworn, declared that is the person who signed the
foregoing document as incorporator, and that the statements therein contained
are true.


/s/ Betty J. Gonzalez
- -------------------------------------
Notary Public in and for the
State of Texas


                                       5



                              ARTICLES OF AMENDMENT

                        TO THE ARTICLES OF INCORPORATION

                            OF THE GOULD GROUP, INC.

Pursuant to the provisions of Article 4.04 of the Texas Business Corporation
Act, the undersigned corporation adopts the following Articles of Amendment to
the Articles of Incorporation of the corporation.

ARTICLE ONE: The name of the corporation is THE GOULD GROUP, INC.

ARTICLE TWO: The following amendments to the Articles of Incorporation were
adopted by the shareholders of the corporation on September 3rd, 1991. The
amendments alter Article I of the Articles of Incorporation of the corporation.

1. Article I of the Articles of Incorporation is hereby amended in its entirety
to be and read as follows:

                                   "ARTICLE I

The name of the corporation is Quantum HealthCare Management Group, Inc."

ARTICLE THREE: The number of shares of the corporation outstanding at the time
of such adoption was 10,000 shares of common stock, and the number of shares
entitled to vote thereon was 10,000.

ARTICLE FOUR: The number of shares voted for such amendment was 10,000; the
number of shares voted against such amendment was -0-.

Dated: September 3rd, 1991.

THE GOULD GROUP, INC.


By: /s/ Steven C. Reece
    ---------------------------------
Name: Steven C. Reece
Title: Pres.


                                       6



                              ARTICLES OF AMENDMENT

                        TO THE ARTICLES OF INCORPORATION

                  OF QUANTUM HEALTHCARE MANAGEMENT GROUP, INC.

Pursuant to the provisions of Article 4.04 of the Texas Business Corporation
Act, the undersigned corporation adopts the following Articles of Amendment to
the Articles of Incorporation of the corporation.

ARTICLE ONE: The name of the corporation is QUANTUM HEALTHCARE MANAGEMENT GROUP,
INC.

ARTICLE TWO: The following amendments to the Articles of Incorporation were
adopted by the shareholders of the corporation on September 25, 1991. The
amendments alter Article I of the Articles of Incorporation of the corporation.

1. Article I of the Articles of Incorporation is hereby amended in its entirety
to be and read as follows:

                                   "ARTICLE I

The name of the corporation is The Gould Group, Inc."

ARTICLE THREE: The number of shares of the corporation outstanding at the time
of such adoption was 10,000 shares of common stock, and the number of shares
entitled to vote thereon was 10,000.

ARTICLE FOUR: The number of shares voted for such amendment was 10,000; the
number of shares voted against such amendment was -0-.

Dated: September 25, 1991.

QUANTUM HEALTHCARE MANAGEMENT GROUP, INC.


/s/ Steven C. Reece                   9/25/91
- -------------------------------------
Steven C. Reece, President


                                       7



                    STATEMENT OF CHANGE OF REGISTERED OFFICE
                         BY A TEXAS DOMESTIC CORPORATION

1. The name of the corporation is The Gould Group, Inc.

2. The address, including street and number, of its present registered office as
shown in the records of the Secretary of State of Texas prior to filing this
statement is 1107 Grinnell, Richardson, Texas 75081.

3. The address, including street and number, to which its registered office is
to be changed is 400 Chisholm, Suite 412, Plano, Texas 75075.

4. The name of its registered agent as shown in the records of the Secretary of
State of Texas prior to filing this statement is Steven C. Reece.

5. There will be no change in the registered agent subsequent to the filing of
this statement.

6. The address of its registered office and the address of the business office
of its registered agent, as changed, will be identical.

7. Such change was authorized by its Board of Directors.

THE GOULD GROUP, INC.


By: /s/ Steven C. Reece
    ---------------------------------
    Steven C. Reece, President


                                       8



                     STATEMENT OF CHANGE OF REGISTERED AGENT
                            BY THE GOULD GROUP, INC.
                               a Texas corporation

1. The name of the corporation is THE GOULD GROUP, INC.

The corporation's charter number is #1189997

2. The address of the CURRENT registered office as shown in the records of the
Texas Secretary of State is 400 Chisolm, #412, Plano, Texas 75075.

3. The address of the NEW registered office is 1717 Main Street, Suite 5200,
Dallas, Texas 75201.

4. The name of the CURRENT registered agent as shown in the records of the Texas
Secretary of State is Steven C. Reece.

5. The name of the NEW registered agent is Leonard M. Riggs, Jr., M.D.

6. Following the changes shown above, the address of the registered office and
the address of the office of the registered agent will continue to be identical,
as required by law.

7. The changes shown above were authorized by unanimous consent of the Board of
Directors of the corporation.


/s/ Leonard M. Riggs, Jr., M.D.,
- --------------------------------------
Leonard M. Riggs, Jr., M.D., President


                                       9



ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION

Pursuant to the provisions of article 4.04 of the Texas Business Corporation
Act, the undersigned corporation adopts the following Articles of Amendment to
the Articles of Incorporation:

                                   ARTICLE ONE

The name of the Corporation is THE GOULD GROUP, INC.

                                   ARTICLE TWO

The following amendment to the Articles of Incorporation was adopted by the sole
shareholder of the Corporation on July 17, 1997. The amendment alters Article X
of the Articles of Incorporation of the Corporation.

The first sentence of Article X of the Articles of Incorporation is deleted in
its entirety and replaced with the following:

"The initial Board of Directors shall consist of three (3) directors; however,
thereafter, the bylaws shall fix the number of directors constituting the Board
at not less than two (2) or more than fifteen (15)."

                                  ARTICLE THREE

The number of shares of the corporation outstanding at the time of such adoption
was one thousand (1,000) and the number of shares entitled to vote thereon was
one thousand (1,000).

                                  ARTICLE FOUR

The number of shares voted for such amendment was one thousand (1,000); the
number of shares voted against such amendment was zero (0).

Dated: July 17, 1997.

THE GOULD GROUP, INC.


By: /s/ William F. Miller III
    ---------------------------------
    William F. Miller III
    Vice President


                                       10



                            ASSUMED NAME CERTIFICATE

1. The assumed name under which the business or professional service is or is to
be conducted or rendered is EmCare of North Texas.

2. The name of the incorporated business or profession as stated in its Articles
of Incorporation or comparable document is The Gould Group, Inc.

3. The state, country, or other jurisdiction under the laws of which it was
incorporated is Texas, and the address of its registered or similar office in
that jurisdiction is 1717 Main Street, Suite 5200, Dallas, TX 75201.

4. The period, not to exceed ten years, during which the assumed name will be
used is 10 years.

5. The corporation is a business corporation.

6. The corporation is required to maintain a registered office in Texas. The
address of the registered office is 1212 Guadalupe, Austin, TX 78701 and the
name of the registered agent at such address is National Registered Agents. The
address of the principal office is 1717 Main Street, Suite 5200, Dallas, TX
75201.

7. The counties where business or professional services are being or are to be
conducted or rendered under such assumed name are all Texas counties.

THE GOULD GROUP, INC.


By: /s/ Scott W. Roloff
    --------------------------------------
Name: Scott W. Roloff
Title: Senior Vice President and Secretary


                                       11



STATE OF TEXAS     Section
                   Section
COUNTY OF DALLAS   Section

Before me on this ___ day of July, 1998, personally appeared Scott W. Roloff and
acknowledged to me that he executed the foregoing certificate for the purposes
therein expressed.


/s/ Paulette G. Lockwood
- -------------------------------------
Notary Public in and for
State of Texas

My Commission Expires:
7/18/01
(Notary Seal)


                                       12

EX-3.117

                                                                   Exhibit 3.117

                                     BYLAWS

                                       OF

                              THE GOULD GROUP, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of THE GOULD GROUP, INC. (the
"Corporation") shall be such registered agent and office as shall from time to
time be established pursuant to the articles of incorporation, as amended from
time to time, of the Corporation (the "Charter") or by resolution of the Board
of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Texas as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

     2.01. Meetings of Shareholders of the Corporation (the "Shareholders") for
any purpose may be held at such place, within or without the State of Texas, as
shall be fixed from time to time by the Board, or, if the Board has not so
specified, then at such place as may be fixed by the person or persons calling
the meeting.

     2.02. An annual meeting of the Shareholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Shareholders, a complete
list of the Shareholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Shareholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Shareholder who may be present.

     2.04. Special meetings of the Shareholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote



at the meetings. Business transacted at all special meetings shall be confined
to the objects stated in the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Shareholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
Shareholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Shareholders, the Shareholders
entitled to vote thereat, present in person or represented by proxy, shall
nevertheless have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At an adjourned session at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Shareholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Shareholders, unless otherwise provided by statute or the Charter. At any
meeting of the Shareholders, every Shareholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Shareholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Shareholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Shareholders entitled to notice of or to vote at a meeting of
Shareholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.


                                        2



     2.10. Any action required by statute to be taken at a meeting of the
Shareholders, or any action which may be taken at a meeting of the Shareholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Shareholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Shareholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Shareholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Shareholders.

     3.02. The number of directors of the Corporation shall be two (2). This
number may be increased or decreased from time to time by resolution of the
Board or by the Shareholders at the annual meeting or a special meeting called
for that purpose, except that the number of directors shall not be less than two
(2) or more than fifteen (15) and no decrease shall have the effect of
shortening the term of an incumbent director. Directors need not be Shareholders
or residents of the State of Texas. The directors shall be elected at the annual
meeting of the Shareholders, except as hereinafter provided, and each director
elected shall hold office until his or her successor shall be elected and shall
qualify.

     3.03. At any meeting of Shareholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Shareholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Shareholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Shareholders.


                                        3



     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Shareholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Shareholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         Executive and Other Committees

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              Meetings of Directors

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Texas.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Shareholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.


                                        4



     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically provided by statute or by the Charter or by these
bylaws. If a quorum shall not be present at any meeting of directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            Compensation of Directors

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Shareholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Shareholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Shareholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.


                                        5



                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Shareholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.

     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              Chairman of the Board

     5.06. The Chairman of the Board shall preside at all meetings of the
shareholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             Chief Executive Officer

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           Vice-Chairman of the Board


                                        6



     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Shareholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  The President

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     The Secretary and Assistant Secretaries

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Shareholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Shareholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  The Treasurer

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.

     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.


                                        7



                                  Other Offices

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Shareholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of Texas. Each certificate shall be signed by either the President or
any Vice President then in office and by either the Secretary, an Assistant
Secretary, or any Treasurer then in office, and may be sealed with the seal of
the Corporation or a facsimile thereof. If any certificate is countersigned by a
transfer agent, or an assistant transfer agent or registered by a registrar,
other than the Corporation or an employee of the Corporation, the signature of
any such officer of the Corporation may be a facsimile. Whenever the Corporation
shall be authorized to issue more than one class of stock, there shall be (1)
set forth conspicuously upon the face or back of each certificate a full,
statement of (a) all of the designations, preferences, limitations, and relative
rights of the shares of each class authorized to be issued and (b) if the
Corporation is authorized to issue any preferred or special class in series, the
variations in the relative rights and preferences of the shares of each series
so far as the same have been fixed and determined and the authority of the Board
to fix and determine the relative rights and preferences of subsequent series;
or (2) stated conspicuously on the face or back of the certificate that (a) such
a statement is set forth in the Charter on file in the office of the Secretary
of State of Texas and (b) the Corporation will furnish a copy of such statement
to the record holder of the certificate without charge upon request to the
Corporation at its principal place of business or registered office. Whenever
the Corporation by the Charter has limited or denied the preemptive rights of
Shareholders to acquire unissued or treasury shares of the Corporation, each
certificate (1) shall conspicuously set forth upon the face or back of such
certificate a full statement of the limitation or denial of preemptive rights
contained in the Charter, or (2) shall conspicuously state on the face or back
of the certificate that (a) such statement is set forth in the Charter on file
in the office of the Secretary of State of Texas and (b) the Corporation will
furnish a copy of such statement to the record holder of the certificate without
charge upon request to the Corporation at its principal place of business or
registered office. If any restriction on the transfer or the registration of the
transfer of shares shall be imposed or agreed to by the Corporation, as
permitted by law, each certificate representing shares so restricted (1) shall
conspicuously set forth a full or summary statement of the restriction on the
face of the certificate, or (2) shall set forth such statement on the back of
the certificate and conspicuously refer to the same on the


                                        8



face of the certificate, or (3) shall conspicuously state on the face or back of
the certificate that such a restriction exists pursuant to a specified document
and (a) that the Corporation will furnish to the record holder of the
certificate without charge upon written request to the corporation at its
principal place of business or registered office a copy of the specified
document, or (b) if such document is one required or permitted to be and has
been filed under the Texas Business Corporation Act, that such document is on
file in the office of the Secretary of State of Texas and contains a full
statement of such restriction.

                                Lost Certificates

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

                               Transfer of Shares

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified in the Texas Business and Commerce Code, it shall be the duty
of the Corporation or the transfer agent of the Corporation to register the
transfer as requested.

                             Registered Shareholders

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    Dividends

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Shareholders entitled to receive payment of any dividend, such record date to be
not more than


                                        9



fifty days prior to the payment date of such dividend, or the Board may close
the stock transfer books for such purpose for a period of not more than fifty
days prior to the payment date of such dividend. In the absence of any action by
the Board, the date upon which the Board adopts the resolution declaring such
dividend shall be the record date.

                                    Reserves

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     Checks

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       Execution of Contracts, Deeds, Etc.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   Fiscal Year

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

Voting of Securities

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 Indemnification


                                       10



     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, including without
limitation, Texas Business Corporation Act Art. 2.02-1, as such Article now
exists or shall hereafter be amended, indemnify any person who was, is, or is
threatened to be made a named defendant or respondent to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
arbitral, administrative, or investigative, any appeal in such action, suit, or
proceeding, and any inquiry or investigation that could lead to such an action,
suit, or proceeding, because such person is or was a director or officer of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, including without
limitation, Art. 2.02-1 of the Texas Business Corporation Act, as such Article
now exists or shall hereafter be amended, payor reimburse on a current basis the
expenses incurred by any person described in subsection (a) of this Section 7.07
in connection with any such action, suit, or proceeding in advance of the final
disposition thereof, if the Corporation has received (i) a written affirmation
by the recipient of his good faith belief that he has met the standard of
conduct necessary for indemnification under the Texas Business Corporation Act
and (ii) a written undertaking by or on behalf of the director to repay the
amount paid or reimbursed if it is ultimately determined that he has not
satisfied such standard of conduct or if indemnification is prohibited by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the shareholders with or before the notice or waiver of notice of the
next Shareholder's meeting or with or before the next submission to Shareholders
of a consent to action without a meeting pursuant to Section A, Article 9.10 of
the Texas Business Corporation Act, and, in any case, within the 12-month period
immediately following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, point
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on


                                       11



the assets of the Corporation, or use other means (including, without
limitation, a letter of credit, guarantee or surety arrangement) to ensure the
payment of such sums as may become necessary to effect indemnification as
provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Shareholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Shareholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1)  the Charter or statute reserves the power exclusively to the
               Shareholders in whole or part; or

          (2)  the Shareholders in amending, repealing or adopting a particular
               bylaw expressly provide that the Board may not amend or repeal
               such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Shareholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Shareholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                       12

EX-3.118

                                                                   Exhibit 3.118

CERTIFICATE OF INCORPORATION
OF
METRO AMBULANCE SERVICE (RURAL), INC.

ARTICLE ONE
NAME

The name of the corporation is METRO AMBULANCE SERVICE (RURAL), INC. (the
"Corporation").

ARTICLE TWO
PERIOD OF DURATION

The period of duration of the Corporation is perpetual.

ARTICLE THREE
PURPOSES AND POWERS

Section 1. Purposes. The purposes for which the Corporation is organized are to
transact any and all lawful business for which corporations may be organized
under the General Corporation Law of the State of Delaware (the "GCL").

Section 2. Powers. Subject to any specific written limitations or restrictions
imposed by the GCL, by other law, or by the Certificate of Incorporation, and
solely in furtherance thereof, but not in addition to the purposes set forth in
Section 1 of this Article, the Corporation shall have and exercise all of the
powers specified in the GCL, which powers are not inconsistent with the Articles
of this Certificate.

ARTICLE FOUR
CAPITALIZATION, PREEMPTIVE RIGHTS AND VOTING

Section 1. Authorized Shares. The Corporation shall have authority to issue one
class of shares to be designated as, "Common Stock". The total number of shares
of Common Stock which the Corporation is authorized to issue is One Hundred
Thousand (100,000), all at a par value of $.01.

Section 2. Preemptive Rights. Unless otherwise determined by the Board of
Directors, no holder of shares of capital stock of the Corporation shall, as
such holder, have any right to purchase or subscribe for any capital stock which
the Corporation may issue or sell, whether or not exchangeable for any capital
stock of the Corporation, whether issued out of unissued shares authorized by
this Certificate of Incorporation as originally filed or by any amendment
thereof, or out of shares of capital stock of the Corporation acquired by it
after the issue thereof; nor unless otherwise determined by the Board of
Directors in the manner provided under the GCL, shall any holder of shares of
capital stock of the Corporation, as such holder, have any right to purchase,
acquire or subscribe for any securities which the Corporation may issue or sell
whether or not convertible into or exchangeable for shares of capital stock of
the Corporation, and



whether or not any such securities have attached or appurtenant thereto
warrants, options or other instruments which entitle the holders thereof to
purchase, acquire or subscribe for shares of capital stock.

Section 3. Voting. In the exercise of voting privileges, each holder of shares
of the capital stock of the Corporation entitled to voting rights shall be
entitled to one (1) vote for each share held in his name on the books of the
Corporation. In all elections of Directors of the Corporation, cumulative voting
is expressly prohibited. As such, each holder of shares of capital stock of the
Corporation entitled to vote at the election of Directors shall have the right
to vote, in person or by proxy, all or any portion of such shares for or against
each individual Director to be elected and shall not be entitled to vote for or
against any one Director more than the aggregate number of shares held by such
holder which are entitled to vote on the election of Directors. With respect to
any action to be taken by the Shareholders of the Corporation as to any matter,
the affirmative vote of the holders of a majority of the shares of the capital
stock of the Corporation entitled to vote thereon and represented in person or
by proxy at a meeting of the Shareholders at which a quorum is present shall be
sufficient to authorize, affirm, ratify or consent to such action. Any action
required by the GCL to be taken at any annual or special meeting of Shareholders
may be taken without a meeting, without prior notice, and without a vote, if a
consent or consents in writing, setting forth the action so taken, shall be
signed by the holder or holders of a majority of the outstanding shares of the
capital stock of the Corporation entitled to vote thereon.

ARTICLE FIVE
REGISTERED AGENT AND OFFICE

Section 1. Registered Office. The address of the registered office of the
Corporation is in the State of Delaware is The Prentice-Hall Corporation System,
Inc., 32 Loockerman Square, Suite L-100 in the City of Dover, County of Kent,
Delaware 19901-7421.

Section 2. Registered Agent. The name of the registered agent of the Corporation
at such address is The Prentice-Hall Corporation System, Inc.

ARTICLE SIX
DIRECTORS

Section 1. Board of Directors. The Board of Directors shall consist of one or
more members who need not be residents of the State of Delaware or Shareholders
of the Corporation. The number of Directors of the Corporation may from time to
time be changed in accordance with the Bylaws of the Corporation and the GCL.

Section 2. Names and Addresses. The names and addresses of the persons who are
to serve as Directors until the next annual meeting of Shareholders or until
their successors are elected and qualified, or until their earlier death,
resignation, or removal are as follows:


                                        2





                     NUMBER, STREET
NAME                 OR BUILDING                         CITY, STATE
- ----                 --------------                      -----------
                                                   
Paul M. Verrochi     67 Batterymarch Street, Suite 300   Boston, MA 02110
Dominic J. Puopolo   67 Batterymarch Street, Suite 300   Boston, MA 02110
John K. Rester       12020 Intraplex Parkway             Gulf Port, MS 39503-4602


Section 3. Limitations on Liability of Directors. No Director of the Corporation
shall be personally liable to the Corporation or its Shareholders for monetary
damages for an act or omission in the Director's capacity as a Director;
provided, however, that the foregoing provision shall not eliminate or limit the
liability of a Director to the extent a Director is found liable for (a) a
breach of the Director's duty of loyalty to the Corporation or its Shareholders,
(b) an act or omission not in good faith that constitutes a breach of duty of
the Director to the Corporation or an act or omission that involves intentional
misconduct or a knowing violation of the law, (c) a transaction from which the
Director received an improper benefit, whether or not the benefit resulted from
an action taken within the scope of the Director's office, or (d) an act or
omission for which the liability of the Director is expressly provided by an
applicable statute.

If the GCL or other applicable provision of Delaware law hereafter is amended to
authorize further elimination or limitation of the liability of Directors, then
the liability of a Director of the Corporation, in addition to the limitation on
the personal liability provided herein, shall be limited to the fullest extent
permitted by the GCL or other applicable provision of Delaware law as amended.
Any repeal or modification of this Section 3 by the Shareholders of the
Corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a Director of the Corporation existing
at the time of such repeal or modification.

ARTICLE SEVEN
SPECIAL POWERS OF BOARD OF DIRECTORS

In furtherance of, and not in limitation of the powers and authorities conferred
under the GCL, the Board of Directors is expressly authorized:

(1) To make, alter, amend and rescind the Bylaws of the Corporation; to fix,
adjust and maintain from time to time the amount to be reserved as working
capital; and to authorize and cause to be executed mortgages and liens upon the
real and personal property of the Corporation.

(2) From time to time, to determine whether and to what extent and at what times
and places and under what conditions and provisions the accounts and books of
the Corporation shall be maintained and made available for inspection of any
Shareholder, and no Shareholder shall have any right to inspect any account or
books or records of the Corporation, except as provided in the GCL, or
authorized by the Board of Directors.

(3) If the Bylaws so provide, to designate two or more of their number to
constitute an executive committee, which committee shall, as provided in said
resolution or in the Bylaws of the Corporation, have and exercise any or all of
the powers of the Board of Directors in the


                                        3



management of the business and affairs of the Corporation, except to the extent
that the GCL requires a particular matter to be authorized by the Board of
Directors.

ARTICLE EIGHT
ADDITIONAL POWERS IN BYLAWS

The Corporation may in its Bylaws confer powers and authorities upon the Board
of Directors in addition to the foregoing and to those expressly conferred upon
them by the GCL.

ARTICLE NINE
TRANSACTIONS WITH DIRECTORS, OFFICERS AND SHAREHOLDERS

The Officers, Directors and Shareholders holding ten percent (10%) or more of
the outstanding capital stock of the Corporation ("Insiders") may enter into
business transactions with the Corporation in which they are personally
interested without such transaction being affected or invalidated solely because
of such personal interest; provided, however, that nothing contained herein
shall relieve any Insider from liability for breach of the fiduciary duties of
an Insider or authorize any Insider to enter into any transaction with the
Corporation in which such Insider has a material interest for the purpose of
personal gain to the detriment of the Corporation.

ARTICLE TEN
INDEMNIFICATION

Section 1. Mandatory Indemnification and Advancement of Expenses. Each person
who was or is made a party or is threatened to be made a party to or is involved
in any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative, arbitrative or investigative, any appeal in
such action, suit or proceeding, and any inquiry or investigation that could
lead to such an action, suit, or proceeding ("Proceeding"), by reason of the
fact that he is or was a Director or Officer of the Corporation, or who, while a
Director of the Corporation, is or was serving at the request of the Corporation
as a director, officer, partner, venturer, proprietor, trustee, employee, agent,
or similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan or other enterprise, shall be
indemnified and held harmless by the Corporation to the fullest extent permitted
by the GCL against all judgments, penalties (including excise and similar
taxes), fines, settlements, and reasonable expenses (including attorneys' fees)
actually incurred by such person in connection with such Proceeding. Such right
shall be a contract right and shall include the right to require advancement by
the Corporation of reasonable expenses (including attorneys' fees) incurred in
defending any such Proceeding in advance of its final disposition; provided,
however, that the payment of such expenses in advance of the final disposition
of such Proceeding shall be made by the Corporation only upon delivery to the
Corporation of a written affirmation by such person of his good faith belief
that he has met the standard of conduct necessary for indemnification under the
GCL and a written undertaking, by or on behalf of such person, to repay all
amounts so advanced if it should be ultimately determined that such person has
not satisfied such requirements.


                                        4



Section 2. Nature of Indemnification. The indemnification and advancement of
expenses provided for herein shall not be deemed exclusive of any other rights
permitted by law to which a person seeking indemnification may be entitled under
any Bylaw, agreement, vote of Shareholders or disinterested Directors or
otherwise, and shall continue as to a person who has ceased to be a Director or
Officer of the Corporation and shall inure to the benefit of the heirs.
executors and administrators of such a person.

Section 3. Insurance. The Corporation shall have power to purchase and maintain
insurance or another arrangement on behalf of any person who is or was a
Director, Officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a Director, officer, partner, venturer,
proprietor, trustee, employee, agent, or similar functionary of another
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan or other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnity him against
such liability under the provisions of this Article Ten or the GCL.

ARTICLE ELEVEN
AMENDMENT OF BYLAWS

The Shareholders of the Corporation hereby delegate to the Board of Directors
the power to adopt, alter, amend or repeal the Bylaws of the Corporation. Such
power shall be vested exclusively in the Board of Directors and shall not be
exercised by the Shareholders.

ARTICLE TWELVE
POWER TO CALL SPECIAL SHAREHOLDERS' MEETINGS

Special meetings of the Shareholders of the Corporation may be called by the
President of the Corporation, the Board of Directors or holders of not less than
ten percent (10%) of all the shares entitled to vote at the proposed special
meeting of the Shareholders.

ARTICLE THIRTEEN
AMENDMENTS

The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation or in its Bylaws in the
manner now or hereafter prescribed by the GCL or this Certificate of
Incorporation, and all rights conferred on Shareholders herein are granted
subject to this reservation.


                                        5



ARTICLE FOURTEEN
INCORPORATOR

The name and mailing address of the Incorporator of the Corporation is as
follows:



NAME                          MAILING ADDRESS
- ----                          ---------------
                           
Lila Newberry Bradley, Esq.   3340 Peachtree Road, N.E.
                              Suite 2000,
                              Tower Place
                              Atlanta, Georgia  30326-1026


ARTICLE FIFTEEN
CAPTIONS

The captions used in this Certificate of Incorporation are for convenience only
and shall not be construed in interpreting the provisions hereof.

IN WITNESS WHEREOF, the Incorporator of the Corporation has caused this
Certificate of Incorporation to be executed on this 9th day of August, 1994.


/s/ Lila Newberry Bradley
- -----------------------------------------
Lila Newberry Bradley, Esq., Incorporator


                                        6



CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
METRO AMBULANCE SERVICE (RURAL), INC.

Metro Ambulance Service (Rural), Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation has adopted by unanimous
written consent the following resolution:

RESOLVED: That is advisable and in the best interest of this Corporation that
Section 1 of Article 4 of the Certificate of Incorporation of this Corporation
be amended to read in its entirety as follows:

"Section 1. Authorized Shares. The Corporation shall have authority to issue one
class of shares to be designated as, "Common Stock". The total number of shares
of Common Stock which the Corporation is authorized to issue is Three Thousand
(3,000), all at a par value of $.01."

SECOND: That said amendment has been consented to and authorized by the holder
of a majority of the issued and outstanding stock entitled to vote by written
consent given in accordance with the provisions of Section 228 of the General
Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Section 242 and 228 of the General Corporation Law of
the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed by
William E. Earl, its President, and attested by Daniel W. Alexander, its
Secretary, this 18 day of September, 1995.


/s/ William E. Earl
- -------------------------------------
President


Attested by: /s/ DW Alexander
             ------------------------
             Secretary


                                        7



CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE

* * * * *

Metro Ambulance Service (Rural), Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:

The present registered agent of the corporation is The Prentice-Hall Corporation
System, Inc., and the present registered office of the corporation is in the
county of New Castle.

The Board of Directors of Metro Ambulance Service (Rural), Inc., adopted the
following resolution on the 1st day of September, 1996.

Resolved, that the registered office of Metro Ambulance Service (Rural), Inc.,
in the state of Delaware be and it hereby is changed to Corporation Trust
Center, 1209 Orange Street in the City of Wilmington, County of New Castle, and
the authorization of the present registered agent of this corporation be and the
same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is
hereby constituted and appointed the registered agent of this corporation at the
address of its registered office.

IN WITNESS WHEREOF, Metro Ambulance Service (Rural), Inc. has caused this
statement to be signed by William George, its Vice President this 1st day of
September, 1996.


By /s/ William George
   -----------------------------------
   William George
   Vice President


                                       8

EX-3.119

                                                                   Exhibit 3.119

                                     BY-LAWS

                                       OF

                               THE SUBSIDIARIES OF

                         AMERICAN MEDICAL RESPONSE, INC.

                  Section 1. LAW, CERTIFICATE OF INCORPORATION
                                   AND BY-LAWS

     1.1. These by-laws are subject to the certificate of incorporation of the
corporation. In these by-laws, references to law, the certificate of
incorporation and by-laws mean the law, the provisions of the certificate of
incorporation and the by-laws as from time to time in effect.

                             Section 2. STOCKHOLDERS

     2.1. Annual Meeting. The annual meeting of stockholders shall be held at
10:00 am on the second Tuesday in May in each year, unless that day be a legal
holiday at the place where the meeting is to be held, in which case the meeting
shall be held at the same hour on the next succeeding day not a legal holiday,
or at such other date and time as shall be designated from time to time by the
board of directors and stated in the notice of the meeting, at which they shall
elect a board of directors and transact such other business as may be required
by law or these by-laws or as may properly come before the meeting.

     2.2. Special Meetings. A special meeting of the stockholders may be called
at any time by the chairman of the board, if any, the president or the board of
directors. A special meeting of the stockholders shall be called by the
secretary, or in the case of the death, absence, incapacity or refusal of the
secretary, by an assistant secretary or some other officer, upon application of
a majority of the directors. Any such application shall state the purpose or
purposes of the proposed meeting. Any such call shall state the place, date,
hour, and purposes of the meeting.

     2.3. Place of Meeting. All meetings of the stockholders for the election of
directors or for any other purpose shall be held at such place within or without
the state of incorporation as may be determined from time to time by the
chairman of the board, if any, the president or the board of directors. Any
adjourned session of any meeting of the stockholders shall be held at the place
designated in the vote of adjournment.

     2.4. Notice of Meetings. Except as otherwise provided by law, a written
notice of each meeting of stockholders stating the place, day and hour thereof
and, in the case of a special meeting, the purposes for which the meeting is
called, shall be given not less then ten nor more than sixty days before the
meeting, to each stockholder entitled to vote thereat, and to each stockholder
who, by law, by the certificate of incorporation or by these by-laws, is
entitled to notice, by leaving such notice with him or at his residence or usual
place of business, or by depositing it in the United States mail, postage
prepaid, and addressed to such stockholder at his address as it appears in the
records of the corporation. Such



notice shall be given by the secretary, or by an officer or person designated by
the board of directors, or in the case of a special meeting by the officer
calling the meeting. As to any adjourned session of any meeting of stockholders,
notice of the adjourned meeting need not be given if the time and place thereof
are announced at the meeting at which the adjournment was taken except that if
the adjournment is for more than thirty days or if after the adjournment a new
record date is set for the adjourned session, notice of any such adjourned
session of the meeting shall be given in the manner heretofore described. No
notice of any meeting of stockholders or any adjourned session thereof need be
given to a stockholder if a written waiver of notice, executed before or after
the meeting or such adjourned session by such stockholder, is filed with the
records of the meeting or if the stockholder attends such meeting without
objecting at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any meeting of the stockholders or any
adjourned session thereof need be specified in any written waiver of notice.

     2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as
to any matter shall consist of a majority of the votes entitled to be cast on
the matter, except where a larger quorum is required by law, by the certificate
of incorporation or by these by-laws. Any meeting may be adjourned from time to
time by a majority of the votes properly cast upon the question, whether or not
a quorum is present. If a quorum is present at an original meeting, a quorum
need not be present at an adjourned session of that meeting. Shares of its own
stock belonging to the corporation or to another corporation, if a majority of
the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the corporation, shall neither
be entitled to vote nor be counted for quorum purposes; provided, however, that
the foregoing shall not limit the right of any corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

     2.6. Action by Vote. When a quorum is present at any meeting, a plurality
of the votes properly cast for election to any office shall elect to such office
and a majority of the votes properly cast upon any question other than an
election to an office shall decide the question, except when a larger vote is
required by law, by the certificate of incorporation or by these by-laws. No
ballot shall be required for any election unless requested by a stockholder
present or represented at the meeting and entitled to vote in the election.

     2.7. Action without Meetings. Unless otherwise provided in the certificate
of incorporation, any action required or permitted to be taken by stockholders
for or in connection with any corporate action may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the corporation by
delivery to its registered office in the state of incorporation by hand or
certified or registered mail, return receipt requested, to its principal place
of business or to an officer or agent of the corporation having custody of the
book in which proceedings of meetings of stockholders are recorded. No written
consent shall be effective to take the corporate action referred to therein
unless written consents signed by a number of stockholders sufficient to take
such action are delivered to the corporation in the manner specified in this
paragraph within sixty days of the earliest dated consent so delivered.

     If action is taken by consent of stockholders and in accordance with the
foregoing, there shall be filed with the records of the meetings of stockholders
the writing or writings comprising such consent.


                                      -2-



     If action is taken by less than unanimous consent of stockholders, prompt
notice of the taking of such action without a meeting shall be given to those
who have not consented in writing and a certificate signed and attested to by
the secretary that such notice was given shall be filed with the records of the
meetings of stockholders.

     In the event that the action which is consented to is such as would have
required the filing of a certificate under any provision of the General
Corporation Law of the State of Delaware, if such action had been voted upon by
the stockholders at a meeting thereof, the certificate filed under such
provision shall state, in lieu of any statement required by such provision
concerning a vote of stockholders, that written consent has been given under
Section 228 of said General Corporation Law and that written notice has been
given as provided in such Section 228.

     2.8. Proxy Representation. Every stockholder may authorize another person
or persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether by waiving notice of any meeting, objecting to
or voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by his
attorney-in-fact. No proxy shall be voted or acted upon after three years from
its date unless such proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and, if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally. The authorization of a proxy may but need
not be limited to specified action, provided, however, that if a proxy limits
its authorization to a meeting or meetings of stockholders, unless otherwise
specifically provided such proxy shall entitle the holder thereof to vote at any
adjourned session but shall not be valid after the final adjournment thereof.

     2.9. Inspectors. The directors or the person presiding at the meeting may,
and shall if required by applicable law, appoint one or more inspectors of
election and any substitute inspectors to act at the meeting or any adjournment
thereof. Each inspector, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting, the inspectors shall make a report in
writing of any challenge, question or matter determined by them and execute a
certificate of any fact found by them.

     2.10. List of Stockholders. The secretary shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at such meeting, arranged in alphabetical order
and showing the address of each stockholder and the number of shares registered
in his name. The stock ledger shall be the only evidence as to who are
stockholders entitled to examine such list or to vote in person or by proxy at
such meeting.


                                      -3-



                          Section 3. BOARD OF DIRECTORS

     3.1. Number. The corporation shall have one or more directors, the number
shall be consistent with applicable law and shall be determined from time to
time by vote of a majority of the directors then in office. No director need be
a stockholder.

     3.2. Tenure. Each director shall hold office until the next annual meeting
and until his successor is elected and qualified, or until he sooner dies,
resigns, is removed or becomes disqualified.

     3.3. Powers. The business and affairs of the corporation shall be managed
by or under the direction of the board of directors who shall have and may
exercise all the powers of the corporation and do all such lawful acts and
things as are not by law, the certificate of incorporation or these by-laws
directed or required to be exercised or done by the stockholders.

     3.4. Vacancies. Vacancies and any newly created directorships resulting
from any increase in the number of directors may be filled by vote of the
holders of the particular class or series of stock entitled to elect such
director at a meeting called for the purpose, or by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director, in
each case elected by the particular class or series of stock entitled to elect
such directors. When one or more directors shall resign from the board,
effective at a future date, a majority of the directors then in office,
including those who have resigned, who were elected by the particular class or
series of stock entitled to elect such resigning director or directors shall
have power to fill such vacancy or vacancies, the vote or action by writing
thereon to take effect when such resignation or resignations shall become
effective. The directors shall have and may exercise all their powers
notwithstanding the existence of one or more vacancies in their number, subject
to any requirements of law or of the certificate of incorporation or of these
by-laws as to the number of directors required for a quorum or for any vote or
other actions.

     3.5. Committees. The board of directors may, by vote of a majority of the
whole board, (a) designate, change the membership of or terminate the existence
of any committee or committees, each committee to consist of one or more of the
directors; (b) designate one or more directors as alternate members of any such
committee who may replace any absent or disqualified member at any meeting of
the committee; and (c) determine the extent to which each such committee shall
have and may exercise the powers of the board of directors in the management of
the business and affairs of the corporation, including the power to authorize
the seal of the corporation to be affixed to all papers which require it and the
power and authority to declare dividends or to authorize the issuance of stock;
excepting, however, such powers which by law, by the certificate of
incorporation or by these by-laws they are prohibited from so delegating. In the
absence or disqualification of any member of such committee and his alternate,
if any, the member or members thereof present at any meeting and not
disqualified from voting, whether or not constituting a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in the
place of any such absent or disqualified member. Except as the board of
directors may otherwise determine, any committee may make rules for the conduct
of its business, but unless otherwise provided by the board or such rules, its
business shall be conducted as nearly as may be in the same manner as is
provided by these by-laws for the conduct of business by the board of directors.
Each committee shall keep regular minutes of its meetings and report the same to
the board of directors upon request.

     3.6. Regular Meetings. Regular meetings of the board of directors may be
held without call or notice at such places within or without the State of
Delaware and at such times as the board may from


                                      -4-



time to time determine, provided that notice of the first regular meeting
following any such determination shall be given to absent directors. A regular
meeting of the directors may be held without call or notice immediately after
and at the same place as the annual meeting of stockholders.

     3.7. Special Meetings. Special meetings of the board of directors may be
held at any time and at any place within or without the state of incorporation
designated in the notice of the meeting, when called by the chairman of the
board, if any, the president, or by one-third or more in number of the
directors, reasonable notice thereof being given to each director by the
secretary or by the chairman of the board, if any, the president or any one of
the directors calling the meeting.

     3.8. Notice. It shall be reasonable and sufficient notice to a director to
send notice by mail or overnight courier at least forty-eight hours or by
telegram at least twenty-four hours before the meeting addressed to him at his
usual or last known business or residence address or to give notice to him in
person or by telephone at least twenty-four hours before the meeting. Notice of
a meeting need not be given to any director if a written waiver of notice,
executed by him before or after the meeting, is filed with the records of the
meeting, or to any director who attends the meeting without protesting prior
thereto or at its commencement the lack of notice to him. Neither notice of a
meeting nor a waiver of a notice need specify the purposes of the meeting.

     3.9. Quorum. Except as may be otherwise provided by law, by the certificate
of incorporation or by these by-laws, at any meeting of the directors a majority
of the directors then in office shall constitute a quorum; a quorum shall not in
any case be less than one-third of the total number of directors constituting
the whole board. Any meeting may be adjourned from time to time by a majority of
the votes cast upon the question, whether or not a quorum is present, and the
meeting may be held as adjourned without further notice.

     3.10. Action by Vote. Except as may be otherwise provided by law, by the
certificate of incorporation or by these by-laws, when a quorum is present at
any meeting the vote of a majority of the directors present shall be the act of
the board of directors.

     3.11. Action Without a Meeting. Any action required or permitted to be
taken at any meeting of the board of directors or a committee thereof may be
taken without a meeting if all the members of the board or of such committee, as
the case may be, consent thereto in writing, and such writing or writings are
filed with the records of the meetings of the board or of such committee. Such
consent shall be treated for all purposes as the act of the board or of such
committee, as the case may be.

     3.12. Participation in Meetings by Conference Telephone. Members of the
board of directors, or any committee designated by such board, may participate
in a meeting of such board or committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other or by any other means permitted by law. Such
participation shall constitute presence in person at such meeting.

     3.13. Compensation. In the discretion of the board of directors, each
director may be paid such fees for his services as director and be reimbursed
for his reasonable expenses incurred in the performance of his duties as
director as the board of directors from time to time may determine. Nothing
contained in this section shall be construed to preclude any director from
serving the corporation in any other capacity and receiving reasonable
compensation therefor.

     3.14. Interested Directors and Officers.


                                      -5-



     (a) No contract or transaction between the corporation and one or more of
its directors or officers, or between the corporation and any other corporation,
partnership, association, or other organization in which one or more of the
corporation's directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the board or committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purpose, if:

          (1) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the board of directors
or the committee, and the board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or

          (2) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or

          (3) The contract or transaction is fair as to the corporation as of
the time it is authorized, approved or ratified, by the board of directors, a
committee thereof, or the stockholders.

     (b) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or of a committee
which authorizes the contract or transaction.

                         Section 4. OFFICERS AND AGENTS

     4.1. Enumeration; Qualification. The officers of the corporation shall be a
president, a treasurer, a secretary and such other officers, if any, as the
board of directors from time to time may in its discretion elect or appoint
including without limitation a chairman of the board, one or more vice
presidents and a controller. The corporation may also have such agents, if any,
as the board of directors from time to time may in its discretion choose. Any
officer may be but none need be a director or stockholder. Any two or more
offices may be held by the same person. Any officer may be required by the board
of directors to secure the faithful performance of his duties to the corporation
by giving bond in such amount and with sureties or otherwise as the board of
directors may determine.

     4.2. Powers. Subject to law, to the certificate of incorporation and to the
other provisions of these by-laws, each officer shall have, in addition to the
duties and powers herein set forth, such duties and powers as are commonly
incident to his office and such additional duties and powers as the board of
directors may from time to time designate.

     4.3. Election. The officers may be elected by the board of directors at
their first meeting following the annual meeting of the stockholders or at any
other time. At any time or from time to time the directors may delegate to any
officer their power to elect or appoint any other officer or any agents.

     4.4. Tenure. Each officer shall hold office until his respective successor
is chosen and qualified unless a shorter period shall have been specified by the
terms of his election or appointment, or in each case until he sooner dies,
resigns, is removed or becomes disqualified. Each agent shall retain his
authority at the pleasure of the directors, or the officer by whom he was
appointed or by the officer who then holds agent appointive power.


                                      -6-



     4.5. Chairman of the Board of Directors, President and Vice President. The
chairman of the board, if any, shall have such duties and powers as shall be
designated from time to time by the board of directors. Unless the board of
directors otherwise specifies, the chairman of the board, or if there is none
the chief executive officer, shall preside, or designate the person who shall
preside, at all meetings of the stockholders and of the board of directors.

     Unless the board of directors otherwise specifies, the president shall be
the chief executive officer and shall have direct charge of all business
operations of the corporation and, subject to the control of the directors,
shall have general charge and supervision of the business of the corporation.

     Any vice presidents shall have such duties and powers as shall be set forth
in these by-laws or as shall be designated from time to time by the board of
directors or by the president.

     4.6. Treasurer and Assistant Treasurers. Unless the board of directors
otherwise specifies, the treasurer shall be in charge of the corporation's funds
and valuable papers, and shall have such other duties and powers as may be
designated from time to time by the board of directors or by the president. If
no controller is elected, the treasurer shall, unless the board of directors
otherwise specifies, also have the duties and powers of the controller. Any
assistant treasurers shall have such duties and powers as shall be designated
from time to time by the board of directors, the president or the treasurer.

     4.7. Controller and Assistant Controllers. If a controller is elected, he
shall, unless the board of directors otherwise specifies, be in charge of its
books of account and accounting records, and of its accounting procedures. He
shall have such other duties and powers as may be designated from time to time
by the board of directors, the president or the treasurer. Any assistant
controller shall have such duties and powers as shall be designated from time to
time by the board of directors, the president, the treasurer or the controller.

     4.8. Secretary and Assistant Secretaries. The secretary shall record all
proceedings of the stockholders, of the board of directors and of committees of
the board of directors in a book or series of books to be kept therefor and
shall file therein all actions by written consent of stockholders or directors.
In the absence of the secretary from any meeting, an assistant secretary, or if
there be none or he is absent, a temporary secretary chosen at the meeting,
shall record the proceedings thereof. Unless a transfer agent has been appointed
the secretary shall keep or cause to be kept the stock and transfer records of
the corporation, which shall contain the names and record addresses of all
stockholders and the number of shares registered in the name of each
stockholder. He shall have such other duties and powers as may from time to time
be designated by the board of directors or the president. Any assistant
secretaries shall have such duties and powers as shall be designated from time
to time by the board of directors, the president or the secretary.


                                      -7-



                      Section 5. RESIGNATIONS AND REMOVALS

     5.1. Any director or officer may resign at any time by delivering his
resignation in writing to the chairman of the board, if any, the president, or
the secretary or to a meeting of the board of directors. Such resignation shall
be effective upon receipt unless specified to be effective at some other time,
and without in either case the necessity of its being accepted unless the
resignation shall so state. A director (including persons elected by
stockholders or directors to fill vacancies in the board) may be removed from
office with or without cause by the vote of the holders of a majority of the
issued and outstanding shares of the particular class or series entitled to vote
in the election of such director. The board of directors may at any time remove
any officer either with or without cause. The board of directors may at any time
terminate or modify the authority of any agent.

                              Section 6. VACANCIES

     6.1. If the office of the president or the treasurer or the secretary
becomes vacant, the directors may elect a successor by vote of a majority of the
directors then in office. If the office of any other officer becomes vacant, any
person or body empowered to elect or appoint that officer may choose a
successor. Each such successor shall hold office for the unexpired term, and in
the case of the president, the treasurer and the secretary until his successor
is chosen and qualified or in each case until he sooner dies, resigns, is
removed or becomes disqualified. Any vacancy of a directorship shall be filled
as specified in Section 3.4 of these by-laws.

                            Section 7. CAPITAL STOCK

     7.1. Stock Certificates. Each stockholder shall be entitled to a
certificate stating the number and the class and the designation of the series,
if any, of the shares held by him, in such form as shall, in conformity to law,
the certificate of incorporation and the by-laws, be prescribed from time to
time by the board of directors. Such certificate shall be signed by the chairman
or vice chairman of the board, or the president or a vice president and by the
treasurer or an assistant treasurer or by the secretary or an assistant
secretary. Any of or all the signatures on the certificate may be a facsimile.
In case an officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed on such certificate shall have ceased to be
such officer, transfer agent, or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such
officer, transfer agent, or registrar at the time of its issue.

     7.2. Loss of Certificates. In the case of the alleged theft, loss,
destruction or mutilation of a certificate of stock, a duplicate certificate may
be issued in place thereof, upon such terms, including receipt of a bond
sufficient to indemnify the corporation against any claim on account thereof, as
the board of directors may prescribe.

                     Section 8. TRANSFER OF SHARES OF STOCK

     8.1. Transfer on Books. Subject to the restrictions, if any, stated or
noted on the stock certificate, shares of stock may be transferred on the books
of the corporation by the surrender to the corporation or its transfer agent of
the certificate therefor properly endorsed or accompanied by a written
assignment and power of attorney properly executed, with necessary transfer
stamps affixed, and with such proof of the authenticity of signature as the
board of directors or the transfer agent of the corporation may reasonably
require. Except as may be otherwise required by law, by the certificate of


                                      -8-



incorporation or by these by-laws, the corporation shall be entitled to treat
the record holder of stock as shown on its books as the owner of such stock for
all purposes, including the payment of dividends and the right to receive notice
and to vote or to give any consent with respect thereto and to be held liable
for such calls and assessments, if any, as may lawfully be made thereon,
regardless of any transfer, pledge or other disposition of such stock until the
shares have been properly transferred on the books of the corporation.

     It shall be the duty of each stockholder to notify the corporation of his
post office address.

     8.2. Record Date. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the board of directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the board of directors, and which record date shall
not be more than sixty nor less than ten days before the date of such meeting.
If no such record date is fixed by the board of directors, the record date for
determining the stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the board of directors may fix a new record date for the adjourned meeting.

     In order that the corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the board of directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the board of directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the board of directors. If no
such record date has been fixed by the board of directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the board of directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation by delivery to its registered office in the state of incorporation
hand or certified or registered mail, return receipt requested, to its principal
place of business or to an officer or agent of the corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. If no
record date has been fixed by the board of directors and prior action by the
board of directors is required by applicable law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
board of directors adopts the resolution taking such prior action.

     In order that the corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or to exercise any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the board of directors may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be not
more than sixty days prior to such payment, exercise or other action. If no such
record date is fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.

                            Section 9. CORPORATE SEAL


                                      -9-



     9.1. Subject to alteration by the directors, the seal of the corporation
shall consist of a flat-faced circular die with the word "Delaware" and the name
of the corporation cut or engraved thereon, together with such other words,
dates or images as may be approved from time to time by the directors.

                         Section 10. EXECUTION OF PAPERS

     10.1. Except as the board of directors may generally or in particular cases
authorize the execution thereof in some other manner, all deeds, leases,
transfers, contracts, bonds, notes, checks, drafts or other obligations made,
accepted or endorsed by the corporation shall be signed by the chairman of the
board, if any, the president, a vice president or the treasurer.

                             Section 11. FISCAL YEAR

     11.1. The fiscal year of the corporation shall end on the 31st of December.

                             Section 12. AMENDMENTS

     12.1. These by-laws may be adopted, amended or repealed by vote of a
majority of the directors then in office or by vote of a majority of the stock
outstanding and entitled to vote. Any by-law, whether adopted, amended or
repealed by the stockholders or directors, may be amended or reinstated by the
stockholders or the directors.


                                      -10-

EX-3.120

                                                                   Exhibit 3.120

CERTIFICATE OF INCORPORATION
OF
METRO AMBULANCE SERVICE, INC.

ARTICLE ONE

NAME

The name of the corporation is METRO AMBULANCE SERVICE, INC. (the
"Corporation").

ARTICLE TWO

PERIOD OF DURATION

The period of duration of the Corporation is perpetual.

ARTICLE THREE

PURPOSES AND POWERS

Section 1. Purposes. The purposes for which the Corporation is organized are to
transact any and all lawful business for which corporations may be organized
under the General Corporation Law of the State of Delaware (the "GCL").

Section 2. Powers. Subject to any specific written limitations or restrictions
imposed by the GCL, by other law, or by the Certificate of Incorporation, and
solely in furtherance thereof, but not in addition to the purposes set forth in
Section 1 of this Article, the Corporation shall have and exercise all of the
powers specified in the GCL, which powers are not inconsistent with the Articles
of this Certificate.

ARTICLE FOUR

CAPITALIZATION, PREEMPTIVE RIGHTS AND VOTING

Section 1. Authorized Shares. The Corporation shall have authority to issue one
class of shares to be designated as, "Common Stock". The total number of shares
of Common Stock which the Corporation is authorized to issue is One Hundred
Thousand (100,000), all at a par value of $.01.

Section 2. Preemptive Rights. Unless otherwise determined by the Board of
Directors, no holder of shares of capital stock of the Corporation shall, as
such holder, have any Right to purchase or subscribe for any capital stock which
the Corporation may issue or sell, whether or not exchangeable for any capital
stock of the Corporation, whether issued out of unissued shares authorized by
this Certificate of Incorporation as originally filed or by any amendment
thereof,



or out of shares of capital stock of the Corporation acquired by it after the
issue thereof; nor unless otherwise determined by the Board of Directors in the
manner provided under the GCL, shall any holder of shares of capital stock of
the Corporation, as such holder, have any right to purchase, acquire or
subscribe for any securities which the Corporation may issue or sell whether or
not convertible into or exchangeable for shares of capital stock of the
Corporation, and whether or not any such securities have attached or appurtenant
thereto warrants, options or other instruments which entitle the holders thereof
to purchase, acquire or subscribe for shares of capital stock.

Section 3. Voting. In the exercise of voting privileges, each holder of shares
of the capital stock of the Corporation entitled to voting rights shall be
entitled to one (1) vote for each share held in his name on the books of the
Corporation. In all elections of Directors of the Corporation, cumulative voting
is expressly prohibited. As such, each holder of shares of capital stock of the
Corporation entitled to vote at the election of Directors shall have the right
to vote, in person or by proxy, all or any portion of such shares for or against
each individual Director to be elected and shall not be entitled to vote for or
against any one Director more than the aggregate number of shares held by such
holder which are entitled to vote on the election of Directors. With respect to
any action to be taken by the Shareholders of the Corporation as to any matter,
the affirmative vote of the holders of a majority of the shares of the capital
stock of the Corporation entitled to vote thereon and represented in person or
by proxy at a meeting of the Shareholders at which a quorum is present shall be
sufficient to authorize, affirm, ratify or consent to such action. Any action
required by the GCL to be taken at any annual or special meeting of Shareholders
may be taken without a meeting, without prior notice, and without a vote, if a
consent or consents in writing, setting forth the action so taken, shall be
signed by the holder or holders of a majority of the outstanding shares of the
capital stock of the Corporation entitled to vote thereon.

ARTICLE FIVE

REGISTERED AGENT AND OFFICE

Section 1. Registered Office. The address of the registered office of the
Corporation is in the State of Delaware is The Prentice-Hall Corporation System,
Inc., 32 Loockerman Square, Suite L-100 in the City of Dover, County of Kent.

Section 2. Registered Agent. The name of the registered agent of the Corporation
at such address is The Prentice-Hall Corporation System, Inc.

ARTICLE SIX

DIRECTORS

Section 1. Board of Directors. The Board of Directors shall consist of one or
more members who need not be residents of the State of Delaware or Shareholders
of the Corporation. The number of Directors of the Corporation may from time to
time be changed in accordance with the Bylaws of the Corporation and the GCL.


                                        2



Section 2. Names and Addresses. The names and addresses of the persons who are
to serve as Directors until the next annual meeting of Shareholders or until
their successors are elected and qualified, or until their earlier death,
resignation, or removal are as follows:



NAME                 NUMBER, STREET OR BUILDING          CITY, STATE
- ----                 --------------------------          -----------
                                                   
Paul M. Verrochi     67 Batterymarch Street, Suite 300   Boston, MA 02110
Dominic J. Puopolo   67 Batterymarch Street, Suite 300   Boston, MA 02110
John K. Rester       12020 Intraplex Parkway             Gulf Port, MS 39503-4602


Section 3. Limitations on Liability of Directors. No Director of the Corporation
shall be personally liable to the Corporation or its Shareholders for monetary
damages for an act or omission in the Director's capacity as a Director;
provided, however, that the foregoing provision shall not eliminate or limit the
liability of a Director to the extent a Director is found liable for (a) a
breach of the Director's duty of loyalty to the Corporation or its Shareholders,
(b) an act or omission not in good faith that constitutes a breach of duty of
the Director to the Corporation or an act or omission that involves intentional
misconduct or a knowing violation of the law, (c) a transaction from which the
Director received an improper benefit, whether or not the benefit resulted from
an action taken within the scope of the Director's office, or (d) an act or
omission for which the liability of the Director is expressly provided by an
applicable statute.

If the GCL or other applicable provision of Delaware law hereafter is amended to
authorize further elimination or limitation of the liability of Directors, then
the liability of a Director of the Corporation, in addition to the limitation on
the personal liability provided herein, shall be limited to the fullest extent
permitted by the GCL or other applicable provision of Delaware law as amended.
Any repeal or modification of this Section 3 by the Shareholders of the
Corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a Director of the Corporation existing
at the time of such repeal or modification.

ARTICLE SEVEN

SPECIAL POWERS OF BOARD OF DIRECTORS

In furtherance of, and not in limitation of the powers and authorities conferred
under the GCL, the Board of Directors is expressly authorized:

(1) To make, alter, amend and rescind the Bylaws of the Corporation; to fix,
adjust and maintain from time to time the amount to be reserved as working
capital; and to authorize and cause to be executed mortgages and liens upon the
real and personal property of the Corporation.

(2) From time to time, to determine whether and to what extent and at what times
and places and under what conditions and provisions the accounts and books of
the Corporation shall be maintained and made available for inspection of any
Shareholder, and no Shareholder shall have


                                        3



any right to inspect any account or books or records of the Corporation, except
as provided in the GCL, or authorized by the Board of Directors.

(3) If the Bylaws so provide, to designate two or more of their number to
constitute an executive committee, which committee shall, as provided in said
resolution or in the Bylaws of the Corporation, have and exercise any or all of
the powers of the Board of Directors in the management of the business and
affairs of the Corporation, except to the extent that the GCL requires a
particular matter to be authorized by the Board of Directors.

ARTICLE EIGHT

ADDITIONAL POWERS IN BYLAWS

The Corporation may in its Bylaws confer powers and authorities upon the Board
of Directors in addition to the foregoing and to those expressly conferred upon
them by the GCL.

ARTICLE NINE

TRANSACTIONS WITH DIRECTORS, OFFICERS AND SHAREHOLDERS

The Officers, Directors and Shareholders holding ten percent (10%) or more of
the outstanding capital stock of the Corporation ("Insiders") may enter into
business transactions with the Corporation in which they are personally
interested without such transaction being affected or invalidated solely because
of such personal interest; provided, however, that nothing contained herein
shall relieve any Insider from liability for breach of the fiduciary duties of
an Insider or authorize any Insider to enter into any transaction with the
Corporation in which such Insider has a material interest for the purpose of
personal gain to the detriment of the Corporation.

ARTICLE TEN

INDEMNIFICATION

Section 1. Mandatory Indemnification and Advancement of Expenses. Each person
who was or is made a party or is threatened to be made a party to or is involved
in any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative, arbitrative or investigative, any appeal in
such action, suit or proceeding, and any inquiry or investigation that could
lead to such an action, suit, or proceeding ("Proceeding"), by reason of the
fact that he is or was a Director or Officer of the Corporation, or who, while a
Director of the Corporation, is or was serving at the request of the Corporation
as a director, officer, partner, venturer, proprietor, trustee, employee, agent,
or similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan or other enterprise, shall be
indemnified and held harmless by the Corporation to the fullest extent permitted
by the GCL against all judgments, penalties (including excise and similar
taxes), fines, settlements, and reasonable expenses (including attorneys' fees)
actually incurred by such person in connection with such Proceeding. Such right
shall be a contract right and shall include the right to require advancement by
the Corporation of reasonable expenses (including attorneys' fees) incurred in


                                        4



defending any such Proceeding in advance of its final disposition; provided,
however, that the payment of such expenses in advance of the final disposition
of such Proceeding shall be made by the Corporation only upon delivery to the
Corporation of a written affirmation by such person of his good faith belief
that he has met the standard of conduct necessary for indemnification under the
GCL and a written undertaking, by or on behalf of such person, to repay all
amounts so advanced if it should be ultimately determined that such person has
not satisfied such requirements.

Section 2. Nature of Indemnification. The indemnification and advancement of
expenses provided for herein shall not be deemed exclusive of any other rights
permitted by law to which a person seeking indemnification may be entitled under
any Bylaw, agreement, vote of Shareholders or disinterested Directors or
otherwise, and shall continue as to a person who has ceased to be a Director or
Officer of the Corporation and shall inure to the benefit of the heirs,
executors and administrators of such a person.

Section 3. Insurance. The Corporation shall have power to purchase and maintain
insurance or another arrangement on behalf of any person who is or was a
Director, Officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a Director, officer, partner, venturer,
proprietor, trustee, employee, agent, or similar functionary of another
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan or other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnity him against
such liability under the provisions of this Article Ten or the GCL.

ARTICLE ELEVEN

AMENDMENT OF BYLAWS

The Shareholders of the Corporation hereby delegate to the Board of Directors
the power to adopt, alter, amend or repeal the Bylaws of the Corporation. Such
power shall be vested exclusively in the Board of Directors and shall not be
exercised by the Shareholders.

ARTICLE TWELVE

POWER TO CALL SPECIAL SHAREHOLDERS' MEETINGS

Special meetings of the Shareholders of the Corporation may be called by the
President of the Corporation, the Board of Directors or holders of not less than
ten percent (10%) of all the shares entitled to vote at the proposed special
meeting of the Shareholders.

ARTICLE THIRTEEN

AMENDMENTS

The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation or in its Bylaws in the
manner now or hereafter prescribed by the


                                        5



GCL or this Certificate of Incorporation, and all rights conferred on
Shareholders herein are granted subject to this reservation.

ARTICLE FOURTEEN

INCORPORATOR

The name and mailing address of the incorporator of the Corporation is as
follows:



NAME                          MAILING ADDRESS
- ----                          ---------------
                           
Lila Newberry Bradley, Esq.   3340 Peachtree Road, N.E.
                              Suite 2000, Tower Place
                              Atlanta, Georgia 30326-1026


ARTICLE FIFTEEN

CAPTIONS

The captions used in this Certificate of Incorporation are for convenience only
and shall not be construed in interpreting the provisions hereof.

IN WITNESS WHEREOF, the Incorporator of the Corporation has caused this
Certificate of Incorporation to be executed on this 3rd day of August, 1994.


/s/ Lila Newberry Bradley
- ---------------------------------------------
Lila Newberry Bradley, Esq., Incorporator


                                        6



CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

METRO AMBULANCE SERVICE, INC.

Metro Ambulance Service, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

FIRST: That the Board of Directors of said corporation has adopted by unanimous
written consent the following resolution:

RESOLVED: That it is advisable and in the best interest of this Corporation that
Section 1 of Article 4 of the Certificate of Incorporation of this Corporation
be amended to read in its entirety as follows:

"Section 1. Authorized Shares. The Corporation shall have authority to issue one
class of shares to be designated as, "Common Stock". The total number of shares
of Common Stock which the Corporation is authorized to issue is Three Thousand
(3,000), all at a par value of $.01."

SECOND: That said amendment has been consented to and authorized by the holder
of a majority of the issued and outstanding stock entitled to vote by written
consent given in accordance with the provisions of Section 228 of the General
Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Section 242 and 228 of the General Corporation Law of
the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed by
William E. Earl, its President, and attested by Daniel W. Alexander, its
Secretary, this 18 day of September, 1995.


/s/ William E. Earl
- ---------------------------
President


Attested by: /s/ Daniel W. Alexander
             ---------------------------
             Secretary



CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

Metro Ambulance Service. Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES

HEREBY CERTIFY:

The present registered agent of the corporation is The Prentice-Hall Corporation
System, Inc. and the present registered office of the corporation is in the
county of New Castle

The Board of Directors of Metro Ambulance Service, Inc. adopted the following
resolution on the 1st day of September, 1996.

Resolved, that the registered office of 1013 Centre Road, Wilmington, DE 19805
in the state of Delaware be and it hereby is changed to Corporation Trust
Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and
the authorization of the present registered agent of this corporation be and the
same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is
hereby constituted and appointed the registered agent of this corporation at the
address of its registered office.

IN WITNESS WHEREOF, Metro Ambulance Service, Inc. has caused this statement to
be signed by William George, its Vice President*, this 1st day of September,
1996.


/s/ William George
- ----------------------------------
William George, Vice President
(Title)

*    Any authorized officer or the chairman or Vice-Chairman of the Board of
     Directors may execute this certificate.



                              ARTICLES OF AMENDMENT

                                       OF

                         METRO AMBULANCE SERVICES, INC.,
                              a Georgia corporation

To the Secretary of State
State of Georgia

Pursuant to the provisions of the Georgia Business Corporation Code, METRO
AMBULANCE SERVICES, INC., a Georgia corporation (the "Corporation") does hereby
adopt the following Articles of Amendment.

1. The name of the corporation is: METRO AMBULANCE SERVICES, INC.
2. Article 4 of the Articles of Incorporation of the Corporation is hereby
amended so as henceforth to read as follows:

                                       "4.

                The Corporation shall have perpetual existence."

3. The amendment herein provided for was duly recommended by the Board of
Directors of the Corporation to the sole shareholder of the Corporation on
February 6, 1995.

4. The amendment herein provided for was duly approved by the sole shareholder
of the Corporation on February 6, 1995 in accordance with the provisions of
Section 14-2-1003 of the Georgia Business Corporation Code.


                                        9



     IN WITNESS WHEREOF, the undersigned has executed these Articles of
Amendment this ____ day of March, 1995.

                                      METRO AMBULANCE SERVICES, INC.,
                                      a Georgia corporation


                                      /s/ M. Keith Huzyak
                                      ------------------------------------------
                                      M. Keith Huzyak, Chief Executive Officer


                                      /s/ Roy Luna
                                      ------------------------------------------
                                      Roy E. Luna, Secretary


                                       10



                              ARTICLES OF AMENDMENT

     The shareholders of Metro Marietta Ambulance Services, Inc., a corporation
organized and existing under the laws of the State of Georgia, did, on March 26,
1973, adopt an amendment to the Articles of Incorporation of said Corporation as
follows:

          "Resolved - that the name of Metro Marietta Ambulance Services, Inc.
          be changed to Metro Ambulance Services, Inc. and henceforth said
          corporation is to be known as Metro Ambulance Services, Inc."

     Said amendment was adopted by an affirmative vote of ten thousand (10,000)
shares, the same being all of the shares entitled to vote thereon.

     IN WITNESS WHEREOF, Metro Marietta Ambulance Services, Inc. has caused
these Articles of Amendment to be executed and its corporate seal to be affixed
and has caused the foregoing to be attested, all by its duly authorized
officers, on this 25 day of March, 1973.

                                      METRO MARIETTA AMBULANCE SERVICES, INC.


                                      BY: /s/ Edgar H. Pounds
                                          --------------------------------------
                                          President

Attest:


/s/ Mary Jean Pounds
- ---------------------------
Secretary


                                       11



          IN THE SUPERIOR COURT FOR THE COUNTY OF COBB

STATE OF GEORGIA

     The petition of Metro Marietta Ambulance Services, Inc. shows the Court as
follows:

                                       1.

     The articles of amendment of Metro Marietta Ambulance Services, Inc.
executed by the President and attested by the Secretary are attached hereto:

                                       2.

     The certificate of the Secretary of State that the name "Metro Ambulance
Services, Inc." is available is attached hereto.

     WHEREFORE, petitioner prays that the Articles of Amendment of Metro
Marietta Ambulance Services, Inc. be granted.

                                      INGRAM, FLOURNOY, DOWNEY & CLEVELAND


                                      BY: /s/ X
                                          --------------------------------------


                                       12



STATE OF GEORGIA:

COUNTY OF COBB:

TO THE SUPERIOR COURT OF COBB COUNTY:

     NOW comes EDGAR H. POUNDS, MARY JEAN POUNDS and VINCE SHAFFER, hereinafter
referred to as "PETITIONERS", and bring this Petition for the granting of a
charter for a private corporation and show unto the court the following facts,
to-wit:

                                       1.

     They desire for themselves, their associates, successors and assigns to be
incorporated under the name of "METRO MARIETTA AMBULANCE SERVICES, INC." The
principle office of said corporation is to be located in Cobb County, Georgia,
with the privilege of establishing branch offices and places of business in such
other places as may be determined.

                                       2.

     The names and post office addresses of each of the above Petitioners are as
follows:

                                Edgar H. Pounds
                                1714 Alton Way
                                Marietta, Georgia

                                Mary Jean Pounds
                                1714 Alton Way
                                Marietta, Georgia

                                Vince Shaffer
                                425 Lake Drive
                                Marietta, Georgia

                                       3.

     The purpose and object of said corporation is pecuniary gain and profit to
its shareholders. The general nature of the business to be transacted and the
corporate powers desired are:

     (a) To carry on the business of supplying, furnishing, renting, leasing,
and the letting for hire of funeral service equipment including tents, grave
equipment, and other related items of every kind, nature and description. To
carry on the business of providing ambulance services both emergency and
non-emergency to the general public and the rental and sales of emergency
equipment and supplies.


                                       13



     (b) To carry on the business of supplying, furnishing, renting, leasing,
and the letting for hire of funeral hearses, cars, and carriages for funerals,
and automobiles and motor vehicles of every kind, nature, and description; to
buy, own, sell, lease, hire, or otherwise deal in and with funeral cars,
hearses, funeral carriages, automobiles, motor trucks, and vehicles, supplies,
parts for use in connection therewith, accessories, and carriage equipment; to
manufacture, buy, sell, deal in, to build and rebuild, to operate, repair, and
let for hire automobiles, and motor vehicles of every kind, nature and
description.

     (c) To purchase or otherwise acquire lands and interests in lands with the
leasehold in fee or otherwise, situated within or without the State of Georgia
and to own, hold, improve by building or otherwise, and to lease out or
otherwise use for income purposes or to encumber, sale, and dispose of any such
real estate or improvements or any interest therein or to lease the same either
as landlord or tenant and to purchase, construct and otherwise acquire and to
own, maintain, and operate buildings of any character.

     (d) To have all the powers and enjoy all the privileges enumerated in
Section 22-1827 to 22-1870 of the Code of Georgia and all of the privileges
enumerated in Chapter 22-18 and 22-19 of said Code, and all of the powers
applicable to said corporation enumerated in said Code Sections are made a part
hereof to the same extent as if same were set out herein.

                                       4.

     The time for which said corporation is to have existence is thirty-five
(35) years.

                                       (5)

     The amount of capital with which the corporation will begin doing business
shall be twenty-five hundred dollars ($2,500), either in cash or other assets or
the combination of the two.

                                       (6)

     The capital stock of said corporation shall be divided into ten thousand
shares of common stock of the face or par value of ten dollars ($10.00) per
share. The holders of said common stock shall control the corporation with the
holder of each share of common stock entitled to one (1) vote per share.

                                       (7)

     Petitioners further desire that By-Laws of the corporation shall be adopted
by the common stockholders, and such By-Laws shall provide for the officers and
directors of the corporation, the manner of their selection and such other rules
appropriate to By-Laws which have as their purpose the control and management of
the corporation, including provisions whereby the By-Laws may be amended.

                                       (8)

     Petitioners herewith exhibit a name certificate from the Secretary of the
State of Georgia as required by Section 22-1803, Georgia Code Annotated.


                                       14



     WHEREFORE, petitioners pray to be incorporated under the name and style
aforesaid, for a period of thirty-five (35) years with the rights of renewal as
provided by law, and with all the rights, powers, privileges and immunities
herein set forth, and such additional rights, powers and privileges as may be
necessary, proper or incidental to the conduct of the business aforesaid and as
may be inherent in or allowed to like corporations in the State of Georgia, as
they may now or hereafter exist.

                                             RICHARD H. STILL, JR.
                                             Attorney at Law


                                             /s/ Richard H. Still, Jr.
                                             -----------------------------------


                                       15



STATE OF GEORGIA:                       ) CHARTER APPLICATION
COUNTY OF COBB:                         (
                                        NO. _______________________
IN RE:                                  )

PETITION TO INCORPORATE                 ( COBB SUPERIOR COURT

METRO MARIETTA AMBULANCE SERVICES, INC. )

                                      ORDER

     The foregoing petition of EDGAR H. POUNDS, MARY JEAN POUNDS and VINCE
SHAFFER, to be incorporated under the name of METRO MARIETTA AMBULANCE SERVICES,
INC. read and considered.

     It appearing that the said petitioners are within the purview and intention
of the laws applicable thereto, and that all of said laws have been fully
complied with, including the presentation of a certificate from the Secretary of
State as required by Section 22-1803 of the Code of Georgia Annotated;

     IT IS HEREBY ORDERED, ADJUDGED AND DECREED:

     That all of the prayers of said petitioners are granted, and applicants and
their associates, successors, and assigns are hereby incorporated and made a
body politic under the name and style of METRO MARIETTA AMBULANCE SERVICES, INC.
for and during the period of thirty-five (35) years with the privilege of
renewal at the expiration of that time according to the laws of Georgia and that
said corporation is hereby granted and vested of all rights and privileges
mentioned in said petition.

     GRANTED AT CHAMBERS this 20 day of August, 1968.


                                        /s/ X
                                        ----------------------------------------
                                        Judge, Cobb Superior Court,
                                        Cobb Judicial Circuit

PRESENTED BY:

RICHARD H. STILL, JR.
Attorney at Law


/s/ Richard H. Still, Jr.
- ----------------------------------


                                       16

EX-3.121

                                                                   Exhibit 3.121

                                     BYLAWS

                                       OF

                          METRO AMBULANCE SERVICE, INC.
                            (a Delaware Corporation)

                                    ARTICLE 1
                                NAME AND OFFICES

1.1 Name. The name of the Corporation is METRO AMBULANCE SERVICE, INC.
hereinafter referred to as the "Corporation."

1.2 Registered Office and Agent. The Corporation shall establish, designate and
continuously maintain a registered office and agent in the State of Delaware,
subject to the following provisions:

(a) Registered Office. The Corporation shall establish and continuously maintain
in the State of Delaware a registered office which may be, but need not be, the
same as its place of business.

(b) Registered Agent. The Corporation shall designate and continuously maintain
in the State of Delaware a registered agent, which agent may be either an
individual resident of the State of Delaware whose business office is identical
with such registered office, or a domestic corporation or a foreign corporation
authorized to transact business in the State of Delaware, having a business
office identical with such registered office.

(c) Change of Registered Office or Agent. The Corporation may change its
registered office or change its registered agent, or both, upon the filing in
the Office of the Secretary of State of Delaware of a statement setting forth
the facts required by law, and executed for the Corporation by its President or
a Vice President.

1.3 Other Offices. The Corporation may also have offices at such other places
within and without the State of Delaware as the Board of Directors may, from
time to time, determine the business of the Corporation may require.

                                    ARTICLE 2
                                  SHAREHOLDERS

2.1 Place of Meetings. Each meeting of the shareholders of the Corporation is to
be held at the principal offices of the Corporation or at such other place,
either within or without the State of Delaware, as may be specified in the
notice of the meeting or in a duly executed waiver of notice thereof.

2.2 Annual Meetings. The annual meeting of the shareholders for the election of
Directors and for the transaction of such other business as may properly come
before the meeting shall be



held within one hundred twenty (120) days after the close of the fiscal year of
the Corporation on a day during such period to be selected by the Board of
Directors; provided, however, that the failure to hold the annual meeting within
the designated period of time or on the designated date shall not work a
forfeiture or dissolution of the Corporation.

2.3 Special Meetings. Special meetings of the shareholders, for any purpose or
purposes, may be called by the Chairman of the Board or the President. Special
meetings of the shareholders shall be called by the President or Secretary at
the request in writing of a majority of the Board of Directors, or at the
request in writing of shareholders owning ten percent (10%) of the capital stock
of the Corporation issued and outstanding and entitled to vote. Such request
shall state the purpose or purposes of the proposed meeting and the business to
be transacted at any such special meeting of shareholders, and shall be limited
to the purposes stated in the notice therefor.

2.4 Notice. Written or printed notice of the meeting stating the place, day and
hour of the meeting, and in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
(10) nor more than sixty (60) days before the date of the meeting, either
personally or by mail, by or at the direction of the Chairman of the Board or
the President, the Secretary or a majority of the members of the Board of
Directors calling the meeting, to each shareholder entitled to vote at such
meeting as determined in accordance with the provisions of Section 2.10 hereof.
If mailed, such notice shall be deemed to be delivered when deposited in the
United States Mail, with postage thereon prepaid, addressed to the shareholder
entitled thereto at his address as it appears on the share transfer records of
the Corporation.

2.5 Voting List. The officer or agent having charge and custody of the share
transfer records of the Corporation, shall prepare, at least ten (10) days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting, arranged in alphabetical order and containing
the address and number of voting shares held by each, which list shall be kept
on file at the registered office or principal place of business of the
Corporation for a period of not less than ten (10) days prior to such meeting
and shall be subject to inspection by any shareholder at any time during usual
business hours. Such list shall also be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
during the entire time of the meeting. The original share ledger or transfer
book, or a duplicate thereof, shall be prima facie evidence as to identity of
the shareholders entitled to examine such list or share ledger or transfer book
and to vote at any such meeting of the shareholders.

2.6 Quorum. The holders of a majority of the shares of the capital stock issued
and outstanding and entitled to vote thereat, represented in person or by proxy,
shall be requisite and shall constitute a quorum at all meetings of the
shareholders for the transaction of business except as otherwise provided by
statute or by the Certificate of Incorporation or by these Bylaws. The
shareholders represented in person or by proxy at a meeting of the shareholders
at which a quorum is not present may adjourn the meeting until such time and to
such place as may be determined by a vote of the holders of a majority of the
shares represented in person or by proxy at that meeting. At such adjourned
meeting at which a quorum shall be present or represented,


                                        2



any business may be transacted which might have been transacted at the meeting
as originally notified.

2.7 Requisite Vote. If a quorum is present at any meeting, the vote of the
holders of a majority of the shares of capital stock having voting power,
present in person or represented by proxy, shall determine any question brought
before such meeting, unless the question is one upon which, by express provision
of the Certificate of Incorporation or of these Bylaws, a different vote shall
be required or permitted, in which case such express provision shall govern and
control the determination of such question.

2.8 Withdrawal of Quorum. If a quorum is present at the time of commencement of
any meeting, the shareholders present at such duly convened meeting may continue
to transact any business which may properly come before said meeting until
adjournment thereof, notwithstanding the withdrawal from such meeting of
sufficient holders of the shares of capital stock entitled to vote thereat to
leave less than a quorum remaining.

2.9 Voting at Meeting. Voting at meetings of shareholders shall be conducted and
exercised subject to the following procedures and regulations:

(a) Voting Power. In the exercise of voting power with respect to each matter
properly submitted to a vote at any meeting of shareholders, each shareholder of
the capital stock of the Corporation having voting power shall be entitled to
one (1) vote for each such share held in his name on the records of the
Corporation, except to the extent otherwise specified by the Certificate of
Incorporation.

(b) Exercise of Voting Power of Proxies. At any meeting of the shareholders,
every holder of the shares of capital stock of the Corporation entitled to vote
at such meeting may vote either in person, or by proxy executed in writing by
such shareholder. A telegram, telex, cablegram, or similar transmission by a
shareholder, or a photographic, photostatic, facsimile, or similar reproduction
of a writing executed by a shareholder, shall be treated as an execution in
writing. No proxy shall be valid after the expiration of eleven (11) months from
the date of its execution, unless otherwise stated therein. A proxy shall be
revocable unless expressly designated therein as irrevocable and coupled with an
interest. Proxies coupled with an interest include the appointment as proxy of:
(a) a pledges; (b) a person who purchased or agreed to purchase or owns or holds
an option to purchase the shares voted; (c) a creditor of the Corporation who
extended its credit under terms requiring the appointment; (d) an employee of
the Corporation whose employment contract requires the appointment; or (e) a
party to a voting agreement created under Section 218 of the Delaware General
Corporation Law, as amended. Each proxy shall be filed with the Secretary of the
Corporation prior to or at the time of the meeting. Voting for directors shall
be in accordance with the provisions of paragraph (c) below of this Section 2.9.
Any vote may be taken by voice vote or by show of hands unless someone entitled
to vote at the meeting objects, in which case written ballots shall be used.

(c) Election of Directors. In all elections of Directors cumulative voting shall
be prohibited.


                                        3



2.10 Record Date for Meetings; Closing Transfer Records. As more specifically
provided in Article 7, Section 7.7 hereof, the Board of Directors may fix in
advance a record date for the purpose of determining shareholders entitled to
notice of or to vote at a meeting of shareholders, such record date to be not
less than ten (10) nor more than sixty (60) days prior to such meeting, or the
Board of Directors may close the share transfer records for such purpose for a
period of not less than ten (10) nor more than sixty (60) days prior to such
meeting. In the absence of any action by the Board of Directors, the date upon
which the notice of the meeting is mailed shall be deemed the record date.

2.11 Action Without Meetings. Any action permitted or required to be taken at a
meeting of the shareholders of the Corporation may be taken without a meeting,
without prior notice, and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by all of the shareholders of
the capital stock of the Corporation entitled to vote with respect to the
subject matter thereof, and such written consent shall have the same force and
effect as the requisite vote of the shareholders thereon. Any such executed
written consent, or an executed counterpart thereof, shall be placed in the
minute book of the Corporation. Every written consent shall bear the date of
signature of each shareholder who signs the consent. No written consent shall be
effective to take the action that is the subject of the consent unless, within
sixty (60) days after the date of the earliest dated consent delivered to the
Corporation in the manner required under Section 2.12 hereof, a consent or
consents signed by the holders of a majority of the shares of the capital stock
issued and outstanding and entitled to vote on the action that is the subject of
the consent are delivered to the Corporation.

2.12 Record Date for Action Without Meetings. Unless a record date shall have
previously been fixed or determined by the Board of Directors as provided in
Section 2.10 hereof, whenever action by shareholders is proposed to be taken by
consent in writing without a meeting of shareholders, the Board of Directors may
fix a record date for the purpose of determining shareholders entitled to
consent to that action, which record date shall not precede, and shall not be
more than ten (10) days after, the date upon which the resolution fixing the
record date is adopted by the Board of Directors. If no record date has been
fixed by the Board of Directors and the prior action of the Board of Directors
is not required by statute or the Certificate of Incorporation, the record date
for determining shareholders entitled to consent to action in writing without a
meeting shall be the first date on which a signed written consent setting forth
the action taken or proposed to be taken is delivered to the Corporation by
delivery to its registered office, its principal place of business, or an
officer or agent of the Corporation having custody of the books in which
proceedings of meetings of shareholders are recorded. Delivery shall be by hand
or by certified or registered mail, return receipt requested. Delivery to the
Corporation's principal place of business shall be addressed to the President or
principal executive officer of the Corporation. If no record date shall have
been fixed by the Board of Directors and prior action of the Board of Directors
is required by statute, the record date for determining shareholders entitled to
consent to action in writing without a meeting shall be at the close of business
on the date in which the Board of Directors adopts a resolution taking such
prior action.

2.13 Preemptive Rights. Unless otherwise determined by the Board of Directors in
the manner provided under the Delaware General Corporation Law, as amended, no
holder of shares of


                                        4



capital stock of the Corporation shall, as such holder, have any right to
purchase or subscribe for any capital stock of any class which the Corporation
may issue or sell, whether or not exchangeable for any capital stock of the
Corporation of any class or classes, whether issued out of unissued shares
authorized by the Certificate of Incorporation, as amended, or out of shares of
capital stock of the Corporation acquired by it after the issue thereof; nor,
unless otherwise determined by the Board of Directors in the manner provided
under the Delaware General Corporation Law, as amended, shall any holder of
shares of capital stock of the Corporation, as such holder, have any right to
purchase, acquire or subscribe for any securities which the Corporation may
issue or sell whether or not convertible into or exchangeable for shares of
capital stock of the Corporation of any class or classes, and whether or not any
such securities have attached or appurtenant thereto warrants, options or other
instruments which entitle the holders thereof to purchase, acquire or subscribe
for shares of capital stock of any class or classes.

                                    ARTICLE 3
                                    DIRECTORS

3.1 Management Powers. The powers of the Corporation shall be exercised by or
under the authority of, and the business and affairs of the Corporation shall be
managed under the direction of, its Board of Directors which may exercise all
such powers of the Corporation and do all such lawful acts and things as are not
by statute or by the Certificate of Incorporation or by these Bylaws directed or
required to be exercised or done by the shareholders.

3.2 Number and Qualification. The Board of Directors shall consist of not less
than one (1) member nor more than nine (9) members; provided, however, the
initial Board of Directors shall consist of three members. Directors need not be
residents of the State of Delaware nor shareholders of the Corporation. Each
Director shall qualify as a Director following election as such by agreeing to
act or acting in such capacity. The number of Directors may be increased or
decreased from time to time by resolution of the Board of Directors or
shareholders without the necessity of a written amendment to the Bylaws of the
Corporation; provided, however, no decrease shall have the effect of shortening
the term of any incumbent Director.

3.3 Election and Term. Members of the Board of Directors shall hold office until
the annual meeting of shareholders and until their successors shall have been
elected and qualified. At the annual meeting of the shareholders, the
shareholders entitled to vote in an election of Directors shall elect Directors
to hold office until the next succeeding annual meeting. Each Director shall
hold office for the term for which he is elected, and until his successor shall
be elected and qualified or until his death, resignation or removal, if earlier.

3.4 Voting on Directors. Directors shall be elected by the vote of the holders
of a plurality of the shares entitled to vote in the election of Directors and
represented in person or by proxy at a meeting of shareholders at which a quorum
is present. Cumulative voting in the election of Directors is expressly
prohibited.

3.5 Vacancies. Any vacancy occurring in the Board of Directors may be filled by
the affirmative vote of a majority of the remaining Directors then in office,
though less than a


                                        5



quorum of the Board of Directors. For purposes of these Bylaws, a "vacancy"
shall be defined as an unfilled directorship arising by virtue of the death,
resignation or removal of a Director theretofore duly elected to serve in such
capacity in accordance with the relevant provisions of these Bylaws. A Director
elected to fill a vacancy shall be elected for the unexpired portion of the term
of his predecessor in office.

3.6 New Directorships. Any directorship to be filled by reason of an increase in
the number of Directors actually serving as such shall be filled by election at
an annual meeting of the shareholders or at a special meeting of shareholders
called for that purpose, or by the Board of Directors for a term of office
continuing only until the next election of one or more Directors by the
shareholders, provided that the Board of Directors may not fill more than two
(2) such directorships during the period between any two (2) successive annual
meetings of shareholders.

3.7 Removal. Any Director may be removed either for or without cause at any duly
convened special or annual meeting of shareholders, by the affirmative vote of a
majority in number of shares of the shareholders present in person or by proxy
at any meeting and entitled to vote for the election of such Director, provided
notice of intention to act upon such matter shall have been given in the notice
calling such meeting.

3.8 Meetings. The meetings of the Board of Directors shall be held and conducted
subject to the following regulations:

(a) Place. Meetings of the Board of Directors of the Corporation, annual,
regular or special, are to be held at the principal office or place of business
of the Corporation, or such other place, either within or without the State of
Delaware, as may be specified in the respective notices, or waivers of notice,
thereof.

(b) Annual Meeting. The Board of Directors shall meet each year immediately
after the annual meeting of the shareholders, at the place where such meeting of
the shareholders has been held (either within or without the State of Delaware),
for the purpose of organization, election of officers, and consideration of any
other business that may properly be brought before the meeting. No notice of any
kind to either old or new members of the Board of Directors for such annual
meeting shall be required.

(c) Regular Meetings. Regular meetings of the Board of Directors may be held
without notice at such time and at such place or places as shall from time to
time be determined and designated by the Board.

(d) Special Meetings. Special meetings of the Board of Directors may be called
by the Chairman of the Board or the President of the Corporation on notice of
two (2) days to each Director either personally or by mail or by telegram;
special meetings shall be called by the Chairman of the Board or the President
or Secretary in like manner and on like notice on the written request of two (2)
Directors.

(e) Notice and Waiver of Notice. Attendance of a Director at any meeting shall
constitute a waiver of notice of such meeting, except where a Director attends
for the express purpose of


                                        6



objecting to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.

(f) Quorum. At all meetings of the Board of Directors, a majority of the number
of Directors fixed by these Bylaws shall constitute a quorum for the transaction
of business, until a greater number is required by law or by the Certificate of
Incorporation. If a quorum shall not be present at any meeting of Directors, the
Directors present thereat may adjourn the meeting, from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

(g) Requisite Vote. In the exercise of voting power with respect to each matter
properly submitted to a vote at any meeting of the Board of Directors, each
Director present at such meeting shall have one (1) vote. The act of a majority
of the Directors present at any meeting at which a quorum is present shall be
the act of the Board of Directors.

3.9 Action Without Meetings. Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, any action required or permitted by law to be
taken at any meetings of the Board of Directors, or any committee thereof, may
be taken without a meeting, if prior to such action a written consent thereto is
signed by all members of the Board or of such committee, as the case may be, and
such written consent is filed in the minutes or proceedings of the Board of
Directors or committee.

3.10 Committees. Committees designated and appointed by the Board of Directors
shall function subject to and in accordance with the following regulations and
procedures:

(a) Designation and Appointment. The Board of Directors may, by resolution
adopted by a majority of the entire Board, designate and appoint one or more
committees under such name or names and for such purpose or function as may be
deemed appropriate.

(b) Members; Alternate Members; Terms. Each Committee thus designated and
appointed shall consist of two or more of the Directors of the Corporation, one
of whom, in the case of the Executive Committee, shall be the President. The
Board of Directors may designate one or more of its members as alternate members
of any committee, who may, subject to any limitations imposed by the entire
Board, replace absent or disqualified members at any meeting of that committee.
The members or alternate members of any such committee shall serve at the
pleasure of and subject to the discretion of the Board of Directors.

(c) Authority. Each Committee, to the extent provided in the resolution of the
Board creating same, shall have and may exercise such of the powers and
authority of the Board of Directors in the management of the business and
affairs of the Corporation as the Board of Directors may direct and delegate,
except, however, those matters which are required by statute to be reserved unto
or acted upon by the entire Board of Directors.

(d) Records. Each such Committee shall keep and maintain regular records or
minutes of its meetings and report the same to the Board of Directors when
required.


                                        7



(e) Change in Number. The number of members or alternate members of any
Committee appointed by the Board of Directors, as herein provided, may be
increased or decreased (but not below two) from time to time by appropriate
resolution adopted by a majority of the entire Board of Directors.

(f) Vacancies. Vacancies in the membership of any committee designated and
appointed hereunder shall be filled by the Board of Directors, at a regular or
special meeting of the Board of Directors, in a manner consistent with the
provisions of this Section 3.10.

(g) Removal. Any member or alternate member of any committee appointed hereunder
may be removed by the Board of Directors by the affirmative vote of a majority
of the entire Board, whenever in its judgment the best interests of the
Corporation will be served thereby.

(h) Meetings. The time, place and notice (if any) of committee meetings shall be
determined by the members of such committee.

(i) Quorum. Requisite Vote. At meetings of any committee appointed hereunder, a
majority of the number of members designated by the Board of Directors shall
constitute a quorum for the transaction of business. The act of a majority of
the members and alternate members of the committee present at any meeting at
which a quorum is present shall be the act of such committee, except as
otherwise specifically provided by statute or by the Certificate of
Incorporation or by these Bylaws. If a quorum is not present at a meeting of
such committee, the members of such committee present may adjourn the meeting
from time to time, without notice other than an announcement at the meeting,
until a quorum is present.

(j) Compensation. Appropriate compensation for members and alternate members of
any committee appointed pursuant to the authority hereof may be authorized by
the action of a majority of the entire Board of Directors pursuant to the
provisions of Section 3.11 hereof.

(k) Action Without Meetings. Any action required or permitted to be taken at a
meeting of any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all members of such committee.
Such consent shall have the same force and effect as a unanimous vote at a
meeting. The signed consent, or a signed copy, shall become a part of the record
of such committee.

(l) Responsibility. Notwithstanding any provision to the contrary herein, the
designation and appointment of a committee and the delegation of authority to it
shall not operate to relieve the Board of Directors, or any member or alternate
member thereof, of any responsibility imposed upon it or him by law.

3.11 Compensation. By appropriate resolution of the Board of Directors, the
Directors may be reimbursed their expenses, if any, of attendance at each
meeting of the Board of Directors and may be paid a fixed sum (as determined
from time to time by the vote of a majority of the Directors then in office) for
attendance at each meeting of the Board of Directors or a stated salary as
Director. No such payment shall preclude any Director from serving the
Corporation in


                                        8



another capacity and receiving compensation therefor. Members of special or
standing committees may, by appropriate resolution of the Board of Directors, be
allowed similar reimbursement of expenses and compensation for attending
committee meetings.

3.12 Maintenance of Records. The Directors may keep the books and records of the
Corporation, except such as are required by law to be kept within the State,
outside the State of Delaware or at such place or places as they may, from time
to time, determine.

3.13 Interested Directors and Officers. No contract or other transaction between
the Corporation and one or more of its Directors or officers, or between the
Corporation and any firm of which one or more of its Directors or officers are
members or employees, or in which they are interested, or between the
Corporation and any corporation or association of which one or more of its
Directors or officers are shareholders, members, directors, officers, or
employees, or in which they are interested, shall be void or voidable solely for
this reason, solely because of the presence of such Director or Directors or
officer or officers at the meeting of the Board of Directors of the Corporation,
which acts upon, or in reference to, such contract, or transaction, or solely
because his or their votes are counted for such purpose, if (a) the material
facts of such relationship or interest shall be disclosed or known to the Board
of Directors and the Board of Directors shall, nevertheless in good faith,
authorize, approve and ratify such contract or transaction by a vote of a
majority of the Directors present, such interested Director or Directors to be
counted in determining whether a quorum is present, but not to be counted in
calculating the majority of such quorum necessary to carry such vote; (b) the
material facts of such relationship or interest as to the contract or
transaction are disclosed or are known to the shareholders entitled to vote
thereon, and the contract or transaction is specifically approved in good faith
by the vote of the shareholders; or (c) the contract or transaction is fair to
the Corporation as of the time it is authorized, approved or ratified by the
Board of Directors, a committee thereof or the shareholders. The provisions of
this Section shall not be construed to invalidate any contract or other
transaction which would otherwise be valid under the common and statutory law
applicable thereto.

                                    ARTICLE 4
                                     NOTICES

4.1 Method of Notice. Whenever under the provisions of the Delaware General
Corporation Law or of the Certificate of Incorporation or of these Bylaws,
notice is required to be given to any Director or shareholder, it shall not be
construed to mean personal notice, but such notice may be given in writing, by
mail, addressed to such Director or shareholder, at his address as it appears on
the records of the Corporation, with postage thereon prepaid, and such notice
shall be deemed to be given at the time when the same shall be deposited in the
United States Mail. Notice to Directors or shareholders may also be given by
telegram.

4.2 Waiver. Whenever any notice whatever is required to be given under the
provisions of the Delaware General Corporation Law or under the provisions of
the Certificate of Incorporation or these Bylaws, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of such
notice. Attendance by such person or persons, whether in person or by


                                        9



proxy, at any meeting requiring notice shall constitute a waiver of notice of
such meeting, except as provided in Section 3.8(e) hereof.

                                    ARTICLE 5
                               OFFICERS AND AGENTS

5.1 Designation. The officers of the Corporation shall be chosen by the Board of
Directors and shall consist of the offices of:

(a) President and Secretary; and

(b) Such other offices and officers (including a Chairman of the Board, one or
more Vice Presidents and a Treasurer) and assistant officers and agents as the
Board of Directors shall deem necessary.

5.2 Election of Officers. Each officer designated in Section 5.1(a) hereof shall
be elected by the Board of Directors on the expiration of the term of office of
such officer, as herein provided, or whenever a vacancy exists in such office.
Each officer or agent designated in Section 5.1(b) above may be elected by the
Board at any meeting.

5.3 Qualifications. No officer or agent need be a shareholder of the Corporation
or a resident of Delaware. No officer or agent is required to be a Director,
except the Chairman of the Board. Any two or more offices may be held by the
same person.

5.4 Term of Office. Unless otherwise specified by the Board of Directors at the
time of election or appointment, or by the express provisions of an employment
contract approved by the Board, the term of office of each officer and each
agent shall expire on the date of the first meeting of Directors next following
the annual meeting of shareholders each year. Each such officer or agent shall
serve until the expiration of the term of his office or, if earlier, his death,
resignation or removal.

5.5 Authority. Officers and agents shall have such authority and perform such
duties in the management of the Corporation as are provided in these Bylaws or
as may be determined by resolution of the Board of Directors not inconsistent
with these Bylaws.

5.6 Removal. Any officer or agent elected or appointed by the Board of Directors
may be removed by the Board of Directors whenever in its judgment the best
interests of the Corporation will be served thereby. Such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself create
contract rights.

5.7 Vacancies. Any vacancy occurring in any office of the Corporation (by death,
resignation, removal or otherwise) shall be filled by the Board of Directors.

5.8 Compensation. The compensation of all officers and agents of the Corporation
shall be fixed from time to time by the Board of Directors.


                                       10



5.9 Chairman of the Board. If a Chairman of the Board is elected, he shall be
chosen from among the Directors and shall be the chief executive and principal
officer of the Corporation. He shall have the power to call special meetings of
the shareholders and of the Directors for any purpose or purposes, and he shall
preside at all meetings of the shareholders and of the Board of Directors,
unless he shall be absent or unless he shall, at his election, designate the
President to preside in his stead. The Chairman of the Board shall be
responsible for the operations and business affairs of the Corporation and shall
possess all of the powers granted by the Bylaws to the President, including the
power to make and sign contracts and agreements in the name and on behalf of the
Corporation. He shall, in general, have supervisory power over the President and
all other officers and the business activities of the Corporation, subject to
the discretion of the Board of Directors.

5.10 President. Subject to the supervision of the Chairman of the Board, or in
the absence of the election of a Chairman of the Board, the President shall be
the chief executive officer of the Corporation; shall preside at all meetings of
the shareholders and the Board of Directors; shall have general and active
management of the business of the Corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect. The President
shall execute bonds, mortgages and other contracts requiring a seal, under the
seal of the Corporation, except where required or permitted by law to be
otherwise executed and except where the execution thereof shall be expressly
delegated by the Board of Directors to some other officer or agent of the
Corporation. The President shall perform such other duties and possess such
other authority and powers as the Board of Directors may from time to time
prescribe.

5.11 Vice Presidents. The Vice President, or if there shall be more than one,
the Vice Presidents in the order determined by a majority vote of the Board of
Directors, shall, in the prolonged absence or disability of the President (and
Chairman of the Board, if one is elected), perform the duties and exercise the
powers of the President and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe or the chief
executive officer may from time to time delegate.

5.12 Secretary. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the shareholders of the Corporation and record all
proceedings of the meetings of the Corporation and of the Board of Directors in
a book to be maintained for that purpose and shall perform like duties for the
standing committees when required. The Secretary shall give, or cause to be
given, notice of all meetings of the shareholders and special meetings of the
Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors, the Chairman of the Board, or President. He shall have
custody of the corporate seal of the Corporation, and he, or an Assistant
Secretary, shall have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his signature or by the signature of
such Assistant Secretary. The Board of Directors may give general authority to
any other officer to affix the seal of the Corporation and to attest the
affixing by his signature.

5.13 Assistant Secretaries. The Assistant Secretary, or if there be more than
one, the Assistant Secretaries in the order determined by the Board of
Directors, shall in the absence or disability of the Secretary, perform the
duties and exercise the powers of the Secretary and shall perform such


                                       11



other duties and have such other powers as the Board of Directors may from time
to time prescribe or the chief executive officer may from time to time delegate.

5.14 Treasurer. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors. The Treasurer
shall disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the President (and Chairman of the Board, if one is elected) and the Board of
Directors, at its regular meetings, or when the Board of Directors so requires,
an account of all his transactions as Treasurer and of the financial condition
of the Corporation. If required by the Board of Directors, he shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in his possession or under
his control owned by the Corporation. The Treasurer shall perform such other
duties and have such other authority and powers as the Board of Directors may
from time to time prescribe or as the chief executive officer may from rime to
time delegate.

5.15 Assistant Treasurers. The Assistant Treasurer, or, if there shall be more
than one, the Assistant Treasurers in the order determined by the Board of
Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe or as the chief executive officer may from time to time delegate.

                                    ARTICLE 6
                                 INDEMNIFICATION

6.1 Mandatory Indemnification. Each person who was or is made a party or is
threatened to be made a party, or who was or is a witness without being named a
party, to any threatened, pending or completed action, claim, suit or
proceeding, whether civil, criminal, administrative or investigative, any appeal
in such an action, suit or proceeding, and any inquiry or investigation that
could lead to such an action, suit or proceeding (a "Proceeding"), by reason of
the fact that such individual is or was a Director or officer of the
Corporation, or while a Director or officer of the Corporation is or was serving
at the request of the Corporation as a director, officer, partner, venturer,
proprietor, trustee, employee, agent or similar functionary of another
corporation, partnership, trust, employee benefit plan or other enterprise,
shall be indemnified and held harmless by the Corporation from and against any
judgments, penalties (including excise taxes), fines, amounts paid in settlement
and reasonable expenses (including court costs and attorneys' fees) actually
incurred by such person in connection with such Proceeding if it is determined
that he acted in good faith and reasonably believed (i) in the case of conduct
in his official capacity on behalf of the Corporation that his conduct was in
the Corporation's best interests, (ii) in all other cases, that his conduct was
not opposed to the best interests of the Corporation, and (iii) with respect to
any Proceeding which is a criminal action, that he had no reasonable cause to
believe his conduct was unlawful; provided, however, that in the event a


                                       12



determination is made that such person is liable to the Corporation or is found
liable on the basis that personal benefit was improperly received by such
person, the indemnification is limited to reasonable expenses actually incurred
by such person in connection with the Proceeding and shall not be made in
respect of any Proceeding in which such person shall have been found liable for
willful or intentional misconduct in the performance of his duty to the
Corporation. The termination of any Proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself be determinative of whether the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any Proceeding which is a
criminal action; had no reasonable cause to believe that his conduct was
unlawful. A person shall be deemed to have been found liable in respect of any
claim, issue or matter only after the person shall have been so adjudged by a
court of competent jurisdiction after exhaustion of all appeals therefrom.

6.2 Determination of Indemnification. Any indemnification under the foregoing
Section 6.1 (unless ordered by a court of competent jurisdiction) shall be made
by the Corporation only upon a determination that indemnification of such person
is proper in the circumstances by virtue of the fact that it shall have been
determined that such person has met the applicable standard of conduct. Such
determination shall be made (1) by a majority vote of a quorum consisting of
Directors who at the time of the vote are not named defendants or respondents in
the Proceeding; (2) if such quorum cannot be obtained, by a majority vote of a
committee of the Board of Directors, designated to act in the matter by a
majority of all Directors, consisting solely of two or more Directors who at the
time of the vote are not named defendants or respondents in the Proceeding; (3)
by special legal counsel (in a written opinion) selected by the Board of
Directors or a committee of the Board by a vote as set forth in Subsection (1)
or (2) of this Section, or, if such quorum cannot be obtained and such committee
cannot be established, by a majority vote of all Directors (in which Directors
who are named defendants or respondents in the Proceeding may participate); or
(4) by the shareholders of the Corporation in a vote that excludes the shares
held by Directors who are named defendants or respondents in the Proceeding.

6.3 Advance of Expenses. Reasonable expenses, including court costs and
attorneys' fees, incurred by a person who was or is a witness or who was or is
named as a defendant or respondent in a Proceeding, by reason of the fact that
such individual is or was a Director or officer of the Corporation, or while a
Director or officer of the Corporation is or was serving at the request of the
Corporation as a director, officer, partner, venturer, proprietor, trustee,
employee, agent, or similar functionary of another corporation, partnership,
trust, employee benefit plan or other enterprise, shall be paid by the
Corporation at reasonable intervals in advance of the final disposition of such
Proceeding, and without the determination specified in the foregoing Section
6.2, upon receipt by the Corporation of a written affirmation by such person of
his good faith belief that he has met the standard of conduct necessary for
indemnification under this Article 6, and a written undertaking by or on behalf
of such person to repay the amount paid or reimbursed by the Corporation if it
is ultimately determined that he is not entitled to be indemnified by the
Corporation as authorized in this Article 6. Such written undertaking shall be
an unlimited obligation of such person and it may be accepted without reference
to financial ability to make repayment.


                                       13



6.4 Permissive Indemnification. The Board of Directors of the Corporation may
authorize the Corporation to indemnify employees or agents of the Corporation,
and to advance the reasonable expenses of such persons, to the same extent,
following the same determinations and upon the same conditions as are required
for the indemnification of and advancement of expenses to Directors and officers
of the Corporation.

6.5 Nature of Indemnification. The indemnification and advancement of expenses
provided hereunder shall not be deemed exclusive of any other rights to which
those seeking indemnification may be entitled under the Certificate of
Incorporation, these Bylaws, any agreement, vote of shareholders or
disinterested Directors or otherwise, both as to actions taken in an official
capacity and as to actions taken in any other capacity while holding such
office, shall continue as to a person who has ceased to be a Director, officer,
employee or agent of the Corporation and shall inure to the benefit of the
heirs, executors and administrators of such person.

6.6 Insurance. The Corporation shall have the power and authority to purchase
and maintain insurance or another arrangement on behalf of any person who is or
was a Director, officer, employee or agent of the Corporation, or who is or was
serving at the request of the Corporation as a director, officer, partner,
venturer, proprietor, trustee, employee, agent, or similar functionary of
another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan or other enterprise against any
liability, claim, damage, loss or risk asserted against such person and incurred
by such person in any such capacity or arising out of the status of such person
as such, irrespective of whether the Corporation would have the power to
indemnity and hold such person harmless against such liability under the
provisions hereof. If the insurance or other arrangement is with a person or
entity that is not regularly engaged in the business of providing insurance
coverage, the insurance or arrangement may provide for payment of a liability
with respect to which the Corporation would not have the power to indemnity the
person only if including coverage for the additional liability has been approved
by the shareholders of the Corporation. Without limiting the power of the
Corporation to procure or maintain any kind of insurance or other arrangement,
the Corporation may, for the benefit of persons indemnified by the Corporation,
(1) create a trust fund; (2) establish any form of self-insurance; (3) secure
its indemnity obligation by grant of a security interest or other lien on the
assets of the Corporation; or (4) establish a letter of credit, guaranty, or
surety arrangement. The insurance or other arrangement may be procured,
maintained, or established within the Corporation or with any insurer or other
person deemed appropriate by the Board of Directors regardless of whether all or
part of the stock or other securities of the insurer or other person are owned
in whole or part by the Corporation. In the absence of fraud, the judgment of
the Board of Directors as to the terms and conditions of the insurance or other
arrangement and the identity of the insurer or other person participating in the
arrangement shall be conclusive and the insurance or arrangement shall not be
voidable and shall not subject the Directors approving the insurance or
arrangement to liability, on any ground, regardless of whether Directors
participating in the approval are beneficiaries of the insurance or arrangement.

6.7 Notice. Any indemnification or advance of expenses to a present or former
director of the Corporation in accordance with this Article 6 shall be reported
in writing to the shareholders


                                       14



of the Corporation with or before the notice or waiver of notice of the next
shareholders' meeting or with or before the next submission of a consent to
action without a meeting and, in any case, within the next twelve month period
immediately following the indemnification or advance.

                                    ARTICLE 7
                   STOCK CERTIFICATES AND TRANSFER REGULATIONS

7.1 Description of Certificates. The shares of the capital stock of the
Corporation shall be represented by certificates in the form approved by the
Board of Directors and signed in the name of the Corporation by the President or
a Vice President and the Secretary or an Assistant Secretary of the Corporation,
and sealed with the seal of the Corporation or a facsimile thereof. Each
certificate shall state on the face thereof the name of the holder, the number
and class of shares and the designation of the series, if any, which such
certificate represents, the par value of shares covered thereby or a statement
that such shares are without par value, and such other matters as are required
by law. At such time as the Corporation may be authorized to issue shares of
more than one class or any class in series, every certificate shall set forth
upon the face or back of such certificate a statement of the designations,
preferences, limitations and relative rights of the shares of each class or
series authorized to be issued, as required by the laws of the State of
Delaware.

7.2 Delivery. Every holder of the capital stock in the Corporation shall be
entitled to have a certificate signed in the name of the Corporation by the
President or a Vice President and the Secretary or an Assistant Secretary of the
Corporation, certifying the class of capital stock and the number of shares
represented thereby as owned or held by such shareholder in the Corporation.

7.3 Signatures. The signatures of the President, Vice President, Secretary or
Assistant Secretary upon a certificate may be facsimiles. In case any officer or
officers who have signed, or whose facsimile signature or signatures have been
placed upon any such certificate or certificates, shall cease to serve as such
officer or officers of the Corporation, whether because of death, resignation,
removal or otherwise, before such certificate or certificates are issued and
delivered by the Corporation, such certificate or certificates may nevertheless
be adopted by the Corporation and be issued and delivered with the same effect
as though the person or persons who signed such certificate or certificates or
whose facsimile signature or signatures have been used thereon had not ceased to
serve as such officer or officers of the Corporation.

7.4 Issuance of Certificates. Certificates evidencing shares of its capital
stock (both treasury and authorized but unissued) may be issued for such
consideration (not less than par value, except for treasury shares which may be
issued for such consideration) and to such persons as the Board of Directors may
determine from time to time. Shares shall not be issued until the full amount of
the consideration, fixed as provided by law, has been paid.

7.5 Payment for Shares. Consideration for the issuance of shares shall be paid,
valued and allocated as follows:


                                       15



(a) Consideration. The consideration for the issuance of shares shall consist of
money paid, labor done (including services actually performed for the
Corporation), or property (tangible or intangible) actually received. Neither
promissory notes nor the promise of future services shall constitute payment of
consideration for shares.

(b) Valuation. In the absence of fraud in the transaction, the determination of
the Board of Directors as to the value of consideration received shall be
conclusive.

(c) Effect. When consideration, fixed as provided by law, has been paid, the
shares shall be deemed to have been issued and shall be considered fully paid
and nonassessable.

(d) Allocation of Consideration. The consideration received for shares shall be
allocated by the Board of Directors, in accordance with law, between the stated
capital and capital surplus accounts.

7.6 Subscriptions. Unless otherwise provided in the subscription agreement,
subscriptions of shares, whether made before or after organization of the
Corporation, shall be paid in full in such installments and at such times as
shall be determined by the Board of Directors. Any call made by the Board of
Directors for payment on subscriptions shall be uniform as to all shares of the
same class and series. In case of default in the payment of any installment or
call when payment is due, the Corporation may proceed to collect the amount due
in the same manner as any debt due to the Corporation.

7.7 Closing of Transfer Records: Record Date for Action With Meetings. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders, or any adjournment thereof, or entitled to receive a
distribution by the Corporation (other than a distribution involving a purchase
or redemption by the Corporation of any of its own shares) or a share dividend,
or in order to make a determination of shareholders for any other proper purpose
(other than determining shareholders entitled to consent to action by
shareholders proposed to be taken without a meeting of shareholders), the Board
of Directors may provide that share transfer records shall be closed for a
stated period of time not to exceed, in any case, sixty (60) days. If the share
transfer records shall be closed for the purpose of determining shareholders,
such records shall be closed for at least ten (10) days immediately preceding
such meeting. In lieu of closing the share transfer records, as aforesaid, the
Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than sixty
(60) days, and in the case of a meeting of shareholders, not less than ten (10)
days prior to the date on which the particular action requiring such
determination of shareholders is to be taken. If the share transfer records are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive a distribution (other than a distribution involving a
purchase or redemption by the Corporation of any of its own shares) or a share
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such distribution or share
dividend is adopted, as the case may be, shall be the record date for such
determination of shareholders. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this Section,
such determination shall be applied to any adjournment thereof except where the
determination has


                                       16



been made through the closing of the stock transfer books and the stated period
of closing has expired.

7.8 Registered Owners. Prior to due presentment for registration of transfer of
a certificate evidencing shares of the capital stock of the Corporation in the
manner set forth in Section 7.10 hereof, the Corporation shall be entitled to
recognize the person registered as the owner of such shares on its records (or
the records of its duly appointed transfer agent, as the case may be) as the
person exclusively entitled to vote, to receive notices and dividends with
respect to, and otherwise exercise all rights and powers relative to such
shares; and the Corporation shall not be bound or otherwise obligated to
recognize any claim, direct or indirect, legal or equitable, to such shares by
any other person, whether or not it shall have actual, express or other notice
thereof, except as otherwise provided by the laws of Delaware.

7.9 Lost. Stolen or Destroyed Certificates. The Corporation shall issue a new
certificate in place of any certificate for shares previously issued if the
registered owner of the certificate satisfies the following conditions:

(a) Proof of Loss. Submits proof in affidavit form satisfactory to the
Corporation that such certificate has been lost, destroyed or wrongfully taken;
and

(b) Timely Request. Requests the issuance of a new certificate before the
Corporation has notice that the certificate has been acquired by a purchaser for
value in good faith and without notice of an adverse claim; and

(c) Bond. Gives a bond in such form, and with such surety or sureties, with
fixed or open penalty, as the Corporation may direct, to indemnity the
Corporation (and its transfer agent and registrar, if any) against any claim
that may be made or otherwise asserted by virtue of the alleged loss,
destruction, or theft of such certificate or certificates; and

(d) Other Requirements. Satisfies any other reasonable requirements imposed by
the Corporation.

In the event a certificate has been lost, apparently destroyed or wrongfully
taken, and the registered owner of record fails to notify the Corporation within
a reasonable time after he has notice of such loss, destruction, or wrongful
taking, and the Corporation registers a transfer (in the manner hereinbelow set
forth) of the shares represented by the certificate before receiving such
notification, such prior registered owner of record shall be precluded from
making any claim against the Corporation for the transfer required hereunder or
for a new certificate.

7.10 Registration of Transfers. Subject to the provisions hereof, the
Corporation shall register the transfer of a certificate evidencing shares of
its capital stock presented to it for transfer if:

(a) Endorsement. Upon surrender of the certificate to the Corporation (or its
transfer agent, as the case may be) for transfer, the certificate (or an
appended stock power) is properly endorsed by the registered owner, or by his
duly authorized legal representative or attorney-in-


                                       17



fact, with proper written evidence of the authority and appointment of such
representative, if any, accompanying the certificate; and

(b) Guaranty and Effectiveness of Signature. The signature of such registered
owner or his legal representative or attorney-in-fact, as the case may be, has
been guaranteed by a national banking association or member of the New York
Stock Exchange, and reasonable assurance in a form satisfactory to the
Corporation is given that such endorsements are genuine and effective; and

(c) Adverse Claims. The Corporation has no notice of an adverse claim or has
otherwise discharged any duty to inquire into such a claim; and

(d) Collection of Taxes. Any applicable law local, state or federal) relating to
the collection of taxes relative to the transaction has been complied with; and

(e) Additional Requirements Satisfied. Such additional conditions and
documentation as the Corporation (or its transfer agent, as the case may be)
shall reasonably require, including without limitation thereto, the delivery
with the surrender of such stock certificate or certificates of proper evidence
of succession, assignment or other authority to obtain transfer thereof, as the
circumstances may require, and such legal opinions with reference to the
requested transfer as shall be required by the Corporation (or its transfer
agent) pursuant to the provisions of these Bylaws and applicable law, shall have
been satisfied.

7.11 Restrictions on Transfer and Legends on Certificates.

(a) Shares in Classes or Series. If the Corporation is authorized to issue
shares of more than one class, the certificate shall set forth, either on the
face or back of the certificate, a full or summary statement of all of the
designations, preferences, limitations, and relative rights of the shares of
each such class and, if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences
of the shares of each such series so far as the same have been fixed and
determined, and the authority of the Board of Directors to fix and determine the
relative rights and preferences of subsequent series. In lieu of providing such
a statement in full on the certificate, a statement on the face or back of the
certificate may provide that the Corporation will furnish such information to
any shareholder without charge upon written request to the Corporation at its
principal place of business or registered office and that copies of the
information are on file in the office of the Secretary of State.

(b) Restriction on Transfer. Any restrictions imposed or agreed to by the
Corporation on the sale or other disposition of its shares and on the transfer
thereof must be copied at length or in summary form on the face, or so copied on
the back and referred to on the face, of each certificate representing shares to
which the restriction applies. The certificate may however state on the face or
back that such a restriction exists pursuant to a specified document and that
the Corporation will furnish a copy of the document to the holder of the
certificate without charge upon written request to the Corporation at its
principal place of business.


                                       18



(c) Preemptive Rights. Any preemptive rights of a shareholder to acquire
unissued or treasury shares of the Corporation which are limited or denied by
the articles of incorporation must be set forth at length on the face or back of
the certificate representing shares subject thereto. In lieu of providing such a
statement in fun on the certificate, a statement on the face or back of the
certificate may provide that the Corporation will furnish such information to
any shareholder without charge upon written request to the Corporation at its
principal place of business and that a copy of such information is on file in
the office of the Secretary of State.

(d) Unregistered Securities. Any security of the Corporation, including, among
others, any certificate evidencing shares of the Common Stock or warrants to
purchase Common Stock of the Corporation, which is issued to any person without
registration under the Securities Act of 1933, as amended, or the Blue Sky laws
of any state, shall not be transferable until the Corporation has been furnished
with a legal opinion of counsel with reference thereto, satisfactory in form and
content to the Corporation and its counsel, to the effect that such sale,
transfer or pledge does not involve a violation of the Securities Act of 1933,
as amended, or the Blue Sky laws of any state having jurisdiction. The
certificate representing the security shall bear substantially the following
legend:

THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE
SECURITIES LAW BUT HAVE BEEN ACQUIRED FOR THE PRIVATE INVESTMENT OF THE HOLDER
HEREOF AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED UNTIL EITHER (i) A
REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR SUCH APPLICABLE STATE
SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) THE
CORPORATION SHALL HAVE RECEIVED AN OPINION OF COUNSEL ACCEPTABLE TO THE
CORPORATION AND ITS COUNSEL THAT REGISTRATION UNDER SUCH SECURITIES ACT OR SUCH
APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH
PROPOSED OFFER, SALE OR TRANSFER.

                                    ARTICLE 8
                               GENERAL PROVISIONS

8.1 Distributions. Subject to the provisions of the Delaware General Corporation
Law, as amended, and the Certificate of Incorporation, distributions of the
Corporation shall be declared and paid pursuant to the following regulations:

(a) Declaration and Payment. Distributions on the issued and outstanding shares
of capital stock of the Corporation may be declared by the Board of Directors at
any regular or special meeting and may be paid in cash, in property, or in
shares of capital stock. Such declaration and payment shall be at the discretion
of the Board of Directors.

(b) Record Date. The Board of Directors may fix in advance a record date for the
purpose of determining shareholders entitled to receive payment of any
distribution, such record date to be not more than sixty (60) days prior to the
payment date of such distribution, or the Board of Directors may close the stock
transfer books for such purpose for a period of not more than sixty


                                       19



(60) days prior to the payment date of such distribution. In the absence of
action by the Board of Directors, the date upon which the Board of Directors
adopts the resolution declaring such distribution shall be the record date.

8.2 Reserves. There may be created by resolution of the Board of Directors out
of the surplus of the Corporation such reserve or reserves as the Directors from
time to time, in their discretion, think proper to provide for contingencies, or
to equalize distributions, or to repair or maintain any property of the
Corporation, or for such other purposes as the Directors shall think beneficial
to the Corporation, and the Directors may modify or abolish any such reserve in
the manner in which it was created.

8.3 Books and Records. The Corporation shall maintain books and records of
account and shall prepare and maintain minutes of the proceedings of its
shareholders, its Board of Directors and each committee of its Board of
Directors. The Corporation shall keep at its registered office or principal
place of business, or at the office of its transfer agent or registrar, a record
of the original issuance of shares issued by the Corporation and a record of
each transfer of those shares that have been presented to the Corporation for
registration of transfer. Such records shall contain the names and addresses of
all past and present shareholders of the Corporation and the number and class of
shares issued by the Corporation held by each of them.

8.4 Annual Statement. The Board of Directors shall present at or before each
annual meeting of shareholders a full and clear statement of the business and
financial condition of the Corporation, including a reasonably detailed balance
sheet and income statement under current date.

8.5 Contracts and Negotiable Instruments. Except as otherwise provided by law or
these Bylaws, any contract or other instrument relative to the business of the
Corporation may be executed and delivered in the name of the Corporation and on
its behalf by the Chairman of the Board, the Chief Executive Officer, or the
Chief Operating Officer, if any, or the President of the Corporation. The Board
of Directors may authorize any other officer or agent of the Corporation to
enter into any contract or execute and deliver any contract in the name and on
behalf of the Corporation, and such authority may be general or confined to
specific instances as the Board of Directors may determine by resolution. All
bills, notes, checks or other instruments for the payment of money shall be
signed or countersigned by such officer, officers, agent or agents and in such
manner as are permitted by these Bylaws and/or as, from time to time, may be
prescribed by resolution of the Board of Directors. Unless authorized to do so
by these Bylaws or by the Board of Directors, no officer, agent or employee
shall have any power or authority to bind the Corporation by any contract or
engagement, or to pledge its credit, or to render it liable pecuniarily for any
purpose or to any amount.

8.6 Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution
of the Board of Directors.

8.7 Corporate Seal. The Corporation seal shall be in such form as may be
determined by the Board of Directors. The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any manner reproduced.


                                       20



8.8 Resignations. Any director, officer or agent may resign his office or
position with the Corporation by delivering written notice thereof to the
President or the Secretary. Such resignation shall be effective at the time
specified therein, or immediately upon delivery if no time is specified. Unless
otherwise specified therein, an acceptance of such resignation shall not be a
necessary prerequisite of its effectiveness.

8.9 Amendment of Bylaws. These Bylaws may be altered, amended, or repealed and
new Bylaws adopted at any meeting of the Board of Directors at which a quorum is
present, by the affirmative vote of a majority of the Directors present at such
meeting, provided notice of the proposed alteration, amendment, or repeal be
contained in the notice of such meeting.

8.10 Construction. Whenever the context so requires herein, the masculine shall
include the feminine and neuter, and the singular shall include the plural, and
conversely. If any portion or provision of these Bylaws shall be held invalid or
inoperative, then, so far as is reasonable and possible: (1) the remainder of
these Bylaws shall be considered valid and operative, and (2) effect shall be
given to the intent manifested by the portion or provision held invalid or
inoperative.

8.11 Telephone Meetings. Shareholders, Directors, or members of any committee
may hold any meeting of such shareholders, Directors or committee by means of
conference telephone or similar communications equipment which permits all
persons participating in the meeting to hear each other and actions taken at
such meetings shall have the same force and effect as if taken at a meeting at
which persons were present and voting in person. The Secretary of the
Corporation shall prepare a memorandum of the action taken.

8.12 Table of Contents; Captions. The table of contents and captions used in
these Bylaws have been inserted for administrative convenience only and do not
constitute matter to be construed in interpretation.

IN DUE CERTIFICATION WHEREOF, the undersigned, being the Secretary of METRO
AMBULANCE SERVICE, INC. confirms the adoption and approval of the foregoing
Bylaws, effective as of the 17th day of August, 1994.


                                            /s/ David W. Alexander
                                            ------------------------------------
                                            Secretary


                                       21

EX-3.122

                                                                   Exhibit 3.122

                            ARTICLES OF INCORPORATION

                                       OF

                         METROPOLITAN AMBULANCE SERVICE

                                    ARTICLE I

         The name of this corporation is METROPOLITAN AMBULANCE SERVICE.

                                   ARTICLE II

            The corporation's purposes are:

            (a) To engage primarily in the specific business of operating a
commercial ambulance and emergency vehicle service business;

            (b) To engage generally in the business of providing ambulance and
emergency vehicle services to private parties and governmental entities alike,
along with such emergency medical treatment and care as is related to such
services and proper under the law.

            (c) To engage in any business, whether related or related to those
described in clauses (a) and (b) of this Article, that may from time to time be
authorized or approved by the Board of Directors of this corporation;

            (d) To act as a partner or a joint adventurer or in any other legal
capacity whenever deemed advisable by the Board of Directors;

            (e) To do business anywhere in the world; and

            (f) To have and to exercise all of the rights and powers that are
now or may hereafter be granted to a corporation by law.



            The above purpose clauses are not limited by reference to or
inference from one another. Each clause is to be construed as a separate
statement conferring independent purposes and powers on the corporation.

                                   ARTICLE III

            The county in the State of California where the principal office for
the transaction of the business of this corporation is to be is Sacramento
County.

                                   ARTICLE IV

            The number of directors of the corporation shall be four (4). The
names and addresses of the persons who are appointed to act as first directors
of this corporation are:

            CHARLES A. WILTON         7028 Carthy Way
                                      Sacramento, California

            GEORGE L. WATSON          5614 2nd Avenue
                                      Sacramento, California

            KATHRYN R. WILTON         7028 Carthy Way
                                      Sacramento, California

            ROSE A. WATSON            5614 2nd Avenue
                                      Sacramento, California

                                    ARTICLE V

            The corporation is authorized to issue only one class of stock. The
total number of shares that the corporation is authorized to issue is one
thousand (1,000) snares. Each share shall be without par value. No distinction
shall exist between the shares of the corporation or between the holders
thereof.

                                        2


      IN WITNESS WHEREOF, the undersigned, constituting the incorporators and
first directors of this corporation, have executed these Articles of
Incorporation on this 12 day of May, 1969.

                                         /s/ Charles A. Wilton
                                         -------------------------------------
                                                   CHARLES A. WILTON

                                         /s/ George L. Watson
                                         -------------------------------------
                                                  GEORGE L. WATSON

                                         /s/ Kathryn R. Wilton
                                         -------------------------------------
                                                  KATHRYN R. WILTON

                                         /s/ Rose A. Watson
                                         -------------------------------------
                                                    ROSE A. WATSON

                                        3


STATE OF CALIFORNIA       )
                          ) ss.
COUNTY OF SACRAMENTO      )

            On the 12th day of May, 1969, before me William H. Whittington, Jr.,
a Notary Public in and for said County and State, personally appeared CHARLES A.
WILTON, GEORGE L. WATSON, KATHRYN R. WILTON and ROSE A. WATSON, known to me to
be the persons whose names are subscribed to the foregoing Articles of
Incorporation, and acknowledged to me that they executed the same.

            Witness my hand and official seal.

                                               /s/ William H. Whittington, Jr
                                               ---------------------------------

                                        4

EX-3.123

                                                                   Exhibit 3.123

                                     BY-LAWS

                                       OF

                               THE SUBSIDIARIES OF

                         AMERICAN MEDICAL RESPONSE, INC.

                  Section 1. LAW, CERTIFICATE OF INCORPORATION
                                   AND BY-LAWS

     1.1. These by-laws are subject to the certificate of incorporation of the
corporation. In these by-laws, references to law, the certificate of
incorporation and by-laws mean the law, the provisions of the certificate of
incorporation and the by-laws as from time to time in effect.

                             Section 2. STOCKHOLDERS

     2.1. Annual Meeting. The annual meeting of stockholders shall be held at
10:00 am on the second Tuesday in May in each year, unless that day be a legal
holiday at the place where the meeting is to be held, in which case the meeting
shall be held at the same hour on the next succeeding day not a legal holiday,
or at such other date and time as shall be designated from time to time by the
board of directors and stated in the notice of the meeting, at which they shall
elect a board of directors and transact such other business as may be required
by law or these by-laws or as may properly come before the meeting.

     2.2. Special Meetings. A special meeting of the stockholders may be called
at any time by the chairman of the board, if any, the president or the board of
directors. A special meeting of the stockholders shall be called by the
secretary, or in the case of the death, absence, incapacity or refusal of the
secretary, by an assistant secretary or some other officer, upon application of
a majority of the directors. Any such application shall state the purpose or
purposes of the proposed meeting. Any such call shall state the place, date,
hour, and purposes of the meeting.

     2.3. Place of Meeting. All meetings of the stockholders for the election of
directors or for any other purpose shall be held at such place within or without
the state of incorporation as may be determined from time to time by the
chairman of the board, if any, the president or the board of directors. Any
adjourned session of any meeting of the stockholders shall be held at the place
designated in the vote of adjournment.

     2.4. Notice of Meetings. Except as otherwise provided by law, a written
notice of each meeting of stockholders stating the place, day and hour thereof
and, in the case of a special meeting, the purposes for which the meeting is
called, shall be given not less then ten nor more than sixty days before the
meeting, to each stockholder entitled to vote thereat, and to each stockholder
who, by law, by the certificate of incorporation or by these by-laws, is
entitled to notice, by leaving such notice with him or at his residence or usual
place of business, or by depositing it in the United States mail, postage
prepaid, and addressed to such stockholder at his address as it appears in the
records of the corporation. Such

notice shall be given by the secretary, or by an officer or person designated by
the board of directors, or in the case of a special meeting by the officer
calling the meeting. As to any adjourned session of any meeting of stockholders,
notice of the adjourned meeting need not be given if the time and place thereof
are announced at the meeting at which the adjournment was taken except that if
the adjournment is for more than thirty days or if after the adjournment a new
record date is set for the adjourned session, notice of any such adjourned
session of the meeting shall be given in the manner heretofore described. No
notice of any meeting of stockholders or any adjourned session thereof need be
given to a stockholder if a written waiver of notice, executed before or after
the meeting or such adjourned session by such stockholder, is filed with the
records of the meeting or if the stockholder attends such meeting without
objecting at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any meeting of the stockholders or any
adjourned session thereof need be specified in any written waiver of notice.

     2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as
to any matter shall consist of a majority of the votes entitled to be cast on
the matter, except where a larger quorum is required by law, by the certificate
of incorporation or by these by-laws. Any meeting may be adjourned from time to
time by a majority of the votes properly cast upon the question, whether or not
a quorum is present. If a quorum is present at an original meeting, a quorum
need not be present at an adjourned session of that meeting. Shares of its own
stock belonging to the corporation or to another corporation, if a majority of
the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the corporation, shall neither
be entitled to vote nor be counted for quorum purposes; provided, however, that
the foregoing shall not limit the right of any corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

     2.6. Action by Vote. When a quorum is present at any meeting, a plurality
of the votes properly cast for election to any office shall elect to such office
and a majority of the votes properly cast upon any question other than an
election to an office shall decide the question, except when a larger vote is
required by law, by the certificate of incorporation or by these by-laws. No
ballot shall be required for any election unless requested by a stockholder
present or represented at the meeting and entitled to vote in the election.

     2.7. Action without Meetings. Unless otherwise provided in the certificate
of incorporation, any action required or permitted to be taken by stockholders
for or in connection with any corporate action may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the corporation by
delivery to its registered office in the state of incorporation by hand or
certified or registered mail, return receipt requested, to its principal place
of business or to an officer or agent of the corporation having custody of the
book in which proceedings of meetings of stockholders are recorded. No written
consent shall be effective to take the corporate action referred to therein
unless written consents signed by a number of stockholders sufficient to take
such action are delivered to the corporation in the manner specified in this
paragraph within sixty days of the earliest dated consent so delivered.

     If action is taken by consent of stockholders and in accordance with the
foregoing, there shall be filed with the records of the meetings of stockholders
the writing or writings comprising such consent.


                                      -2-

     If action is taken by less than unanimous consent of stockholders, prompt
notice of the taking of such action without a meeting shall be given to those
who have not consented in writing and a certificate signed and attested to by
the secretary that such notice was given shall be filed with the records of the
meetings of stockholders.

     In the event that the action which is consented to is such as would have
required the filing of a certificate under any provision of the General
Corporation Law of the State of Delaware, if such action had been voted upon by
the stockholders at a meeting thereof, the certificate filed under such
provision shall state, in lieu of any statement required by such provision
concerning a vote of stockholders, that written consent has been given under
Section 228 of said General Corporation Law and that written notice has been
given as provided in such Section 228.

     2.8. Proxy Representation. Every stockholder may authorize another person
or persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether by waiving notice of any meeting, objecting to
or voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by his
attorney-in-fact. No proxy shall be voted or acted upon after three years from
its date unless such proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and, if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally. The authorization of a proxy may but need
not be limited to specified action, provided, however, that if a proxy limits
its authorization to a meeting or meetings of stockholders, unless otherwise
specifically provided such proxy shall entitle the holder thereof to vote at any
adjourned session but shall not be valid after the final adjournment thereof.

     2.9. Inspectors. The directors or the person presiding at the meeting may,
and shall if required by applicable law, appoint one or more inspectors of
election and any substitute inspectors to act at the meeting or any adjournment
thereof. Each inspector, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting, the inspectors shall make a report in
writing of any challenge, question or matter determined by them and execute a
certificate of any fact found by them.

     2.10. List of Stockholders. The secretary shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at such meeting, arranged in alphabetical order
and showing the address of each stockholder and the number of shares registered
in his name. The stock ledger shall be the only evidence as to who are
stockholders entitled to examine such list or to vote in person or by proxy at
such meeting.


                                      -3-

                          Section 3. BOARD OF DIRECTORS

     3.1. Number. The corporation shall have one or more directors, the number
shall be consistent with applicable law and shall be determined from time to
time by vote of a majority of the directors then in office. No director need be
a stockholder.

     3.2. Tenure. Each director shall hold office until the next annual meeting
and until his successor is elected and qualified, or until he sooner dies,
resigns, is removed or becomes disqualified.

     3.3. Powers. The business and affairs of the corporation shall be managed
by or under the direction of the board of directors who shall have and may
exercise all the powers of the corporation and do all such lawful acts and
things as are not by law, the certificate of incorporation or these by-laws
directed or required to be exercised or done by the stockholders.

     3.4. Vacancies. Vacancies and any newly created directorships resulting
from any increase in the number of directors may be filled by vote of the
holders of the particular class or series of stock entitled to elect such
director at a meeting called for the purpose, or by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director, in
each case elected by the particular class or series of stock entitled to elect
such directors. When one or more directors shall resign from the board,
effective at a future date, a majority of the directors then in office,
including those who have resigned, who were elected by the particular class or
series of stock entitled to elect such resigning director or directors shall
have power to fill such vacancy or vacancies, the vote or action by writing
thereon to take effect when such resignation or resignations shall become
effective. The directors shall have and may exercise all their powers
notwithstanding the existence of one or more vacancies in their number, subject
to any requirements of law or of the certificate of incorporation or of these
by-laws as to the number of directors required for a quorum or for any vote or
other actions.

     3.5. Committees. The board of directors may, by vote of a majority of the
whole board, (a) designate, change the membership of or terminate the existence
of any committee or committees, each committee to consist of one or more of the
directors; (b) designate one or more directors as alternate members of any such
committee who may replace any absent or disqualified member at any meeting of
the committee; and (c) determine the extent to which each such committee shall
have and may exercise the powers of the board of directors in the management of
the business and affairs of the corporation, including the power to authorize
the seal of the corporation to be affixed to all papers which require it and the
power and authority to declare dividends or to authorize the issuance of stock;
excepting, however, such powers which by law, by the certificate of
incorporation or by these by-laws they are prohibited from so delegating. In the
absence or disqualification of any member of such committee and his alternate,
if any, the member or members thereof present at any meeting and not
disqualified from voting, whether or not constituting a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in the
place of any such absent or disqualified member. Except as the board of
directors may otherwise determine, any committee may make rules for the conduct
of its business, but unless otherwise provided by the board or such rules, its
business shall be conducted as nearly as may be in the same manner as is
provided by these by-laws for the conduct of business by the board of directors.
Each committee shall keep regular minutes of its meetings and report the same to
the board of directors upon request.

     3.6. Regular Meetings. Regular meetings of the board of directors may be
held without call or notice at such places within or without the State of
Delaware and at such times as the board may from


                                      -4-

time to time determine, provided that notice of the first regular meeting
following any such determination shall be given to absent directors. A regular
meeting of the directors may be held without call or notice immediately after
and at the same place as the annual meeting of stockholders.

     3.7. Special Meetings. Special meetings of the board of directors may be
held at any time and at any place within or without the state of incorporation
designated in the notice of the meeting, when called by the chairman of the
board, if any, the president, or by one-third or more in number of the
directors, reasonable notice thereof being given to each director by the
secretary or by the chairman of the board, if any, the president or any one of
the directors calling the meeting.

     3.8. Notice. It shall be reasonable and sufficient notice to a director to
send notice by mail or overnight courier at least forty-eight hours or by
telegram at least twenty-four hours before the meeting addressed to him at his
usual or last known business or residence address or to give notice to him in
person or by telephone at least twenty-four hours before the meeting. Notice of
a meeting need not be given to any director if a written waiver of notice,
executed by him before or after the meeting, is filed with the records of the
meeting, or to any director who attends the meeting without protesting prior
thereto or at its commencement the lack of notice to him. Neither notice of a
meeting nor a waiver of a notice need specify the purposes of the meeting.

     3.9. Quorum. Except as may be otherwise provided by law, by the certificate
of incorporation or by these by-laws, at any meeting of the directors a majority
of the directors then in office shall constitute a quorum; a quorum shall not in
any case be less than one-third of the total number of directors constituting
the whole board. Any meeting may be adjourned from time to time by a majority of
the votes cast upon the question, whether or not a quorum is present, and the
meeting may be held as adjourned without further notice.

     3.10. Action by Vote. Except as may be otherwise provided by law, by the
certificate of incorporation or by these by-laws, when a quorum is present at
any meeting the vote of a majority of the directors present shall be the act of
the board of directors.

     3.11. Action Without a Meeting. Any action required or permitted to be
taken at any meeting of the board of directors or a committee thereof may be
taken without a meeting if all the members of the board or of such committee, as
the case may be, consent thereto in writing, and such writing or writings are
filed with the records of the meetings of the board or of such committee. Such
consent shall be treated for all purposes as the act of the board or of such
committee, as the case may be.

     3.12. Participation in Meetings by Conference Telephone. Members of the
board of directors, or any committee designated by such board, may participate
in a meeting of such board or committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other or by any other means permitted by law. Such
participation shall constitute presence in person at such meeting.

     3.13. Compensation. In the discretion of the board of directors, each
director may be paid such fees for his services as director and be reimbursed
for his reasonable expenses incurred in the performance of his duties as
director as the board of directors from time to time may determine. Nothing
contained in this section shall be construed to preclude any director from
serving the corporation in any other capacity and receiving reasonable
compensation therefor.

     3.14. Interested Directors and Officers.


                                      -5-

     (a) No contract or transaction between the corporation and one or more of
its directors or officers, or between the corporation and any other corporation,
partnership, association, or other organization in which one or more of the
corporation's directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the board or committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purpose, if:

          (1) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the board of directors
or the committee, and the board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or

          (2) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or

          (3) The contract or transaction is fair as to the corporation as of
the time it is authorized, approved or ratified, by the board of directors, a
committee thereof, or the stockholders.

     (b) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or of a committee
which authorizes the contract or transaction.

                         Section 4. OFFICERS AND AGENTS

     4.1. Enumeration; Qualification. The officers of the corporation shall be a
president, a treasurer, a secretary and such other officers, if any, as the
board of directors from time to time may in its discretion elect or appoint
including without limitation a chairman of the board, one or more vice
presidents and a controller. The corporation may also have such agents, if any,
as the board of directors from time to time may in its discretion choose. Any
officer may be but none need be a director or stockholder. Any two or more
offices may be held by the same person. Any officer may be required by the board
of directors to secure the faithful performance of his duties to the corporation
by giving bond in such amount and with sureties or otherwise as the board of
directors may determine.

     4.2. Powers. Subject to law, to the certificate of incorporation and to the
other provisions of these by-laws, each officer shall have, in addition to the
duties and powers herein set forth, such duties and powers as are commonly
incident to his office and such additional duties and powers as the board of
directors may from time to time designate.

     4.3. Election. The officers may be elected by the board of directors at
their first meeting following the annual meeting of the stockholders or at any
other time. At any time or from time to time the directors may delegate to any
officer their power to elect or appoint any other officer or any agents.

     4.4. Tenure. Each officer shall hold office until his respective successor
is chosen and qualified unless a shorter period shall have been specified by the
terms of his election or appointment, or in each case until he sooner dies,
resigns, is removed or becomes disqualified. Each agent shall retain his
authority at the pleasure of the directors, or the officer by whom he was
appointed or by the officer who then holds agent appointive power.


                                      -6-

     4.5. Chairman of the Board of Directors, President and Vice President. The
chairman of the board, if any, shall have such duties and powers as shall be
designated from time to time by the board of directors. Unless the board of
directors otherwise specifies, the chairman of the board, or if there is none
the chief executive officer, shall preside, or designate the person who shall
preside, at all meetings of the stockholders and of the board of directors.

     Unless the board of directors otherwise specifies, the president shall be
the chief executive officer and shall have direct charge of all business
operations of the corporation and, subject to the control of the directors,
shall have general charge and supervision of the business of the corporation.

     Any vice presidents shall have such duties and powers as shall be set forth
in these by-laws or as shall be designated from time to time by the board of
directors or by the president.

     4.6. Treasurer and Assistant Treasurers. Unless the board of directors
otherwise specifies, the treasurer shall be in charge of the corporation's funds
and valuable papers, and shall have such other duties and powers as may be
designated from time to time by the board of directors or by the president. If
no controller is elected, the treasurer shall, unless the board of directors
otherwise specifies, also have the duties and powers of the controller. Any
assistant treasurers shall have such duties and powers as shall be designated
from time to time by the board of directors, the president or the treasurer.

     4.7. Controller and Assistant Controllers. If a controller is elected, he
shall, unless the board of directors otherwise specifies, be in charge of its
books of account and accounting records, and of its accounting procedures. He
shall have such other duties and powers as may be designated from time to time
by the board of directors, the president or the treasurer. Any assistant
controller shall have such duties and powers as shall be designated from time to
time by the board of directors, the president, the treasurer or the controller.

     4.8. Secretary and Assistant Secretaries. The secretary shall record all
proceedings of the stockholders, of the board of directors and of committees of
the board of directors in a book or series of books to be kept therefor and
shall file therein all actions by written consent of stockholders or directors.
In the absence of the secretary from any meeting, an assistant secretary, or if
there be none or he is absent, a temporary secretary chosen at the meeting,
shall record the proceedings thereof. Unless a transfer agent has been appointed
the secretary shall keep or cause to be kept the stock and transfer records of
the corporation, which shall contain the names and record addresses of all
stockholders and the number of shares registered in the name of each
stockholder. He shall have such other duties and powers as may from time to time
be designated by the board of directors or the president. Any assistant
secretaries shall have such duties and powers as shall be designated from time
to time by the board of directors, the president or the secretary.


                                      -7-

                      Section 5. RESIGNATIONS AND REMOVALS

     5.1. Any director or officer may resign at any time by delivering his
resignation in writing to the chairman of the board, if any, the president, or
the secretary or to a meeting of the board of directors. Such resignation shall
be effective upon receipt unless specified to be effective at some other time,
and without in either case the necessity of its being accepted unless the
resignation shall so state. A director (including persons elected by
stockholders or directors to fill vacancies in the board) may be removed from
office with or without cause by the vote of the holders of a majority of the
issued and outstanding shares of the particular class or series entitled to vote
in the election of such director. The board of directors may at any time remove
any officer either with or without cause. The board of directors may at any time
terminate or modify the authority of any agent.

                              Section 6. VACANCIES

     6.1. If the office of the president or the treasurer or the secretary
becomes vacant, the directors may elect a successor by vote of a majority of the
directors then in office. If the office of any other officer becomes vacant, any
person or body empowered to elect or appoint that officer may choose a
successor. Each such successor shall hold office for the unexpired term, and in
the case of the president, the treasurer and the secretary until his successor
is chosen and qualified or in each case until he sooner dies, resigns, is
removed or becomes disqualified. Any vacancy of a directorship shall be filled
as specified in Section 3.4 of these by-laws.

                            Section 7. CAPITAL STOCK

     7.1. Stock Certificates. Each stockholder shall be entitled to a
certificate stating the number and the class and the designation of the series,
if any, of the shares held by him, in such form as shall, in conformity to law,
the certificate of incorporation and the by-laws, be prescribed from time to
time by the board of directors. Such certificate shall be signed by the chairman
or vice chairman of the board, or the president or a vice president and by the
treasurer or an assistant treasurer or by the secretary or an assistant
secretary. Any of or all the signatures on the certificate may be a facsimile.
In case an officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed on such certificate shall have ceased to be
such officer, transfer agent, or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such
officer, transfer agent, or registrar at the time of its issue.

     7.2. Loss of Certificates. In the case of the alleged theft, loss,
destruction or mutilation of a certificate of stock, a duplicate certificate may
be issued in place thereof, upon such terms, including receipt of a bond
sufficient to indemnify the corporation against any claim on account thereof, as
the board of directors may prescribe.

                     Section 8. TRANSFER OF SHARES OF STOCK

     8.1. Transfer on Books. Subject to the restrictions, if any, stated or
noted on the stock certificate, shares of stock may be transferred on the books
of the corporation by the surrender to the corporation or its transfer agent of
the certificate therefor properly endorsed or accompanied by a written
assignment and power of attorney properly executed, with necessary transfer
stamps affixed, and with such proof of the authenticity of signature as the
board of directors or the transfer agent of the corporation may reasonably
require. Except as may be otherwise required by law, by the certificate of


                                      -8-

incorporation or by these by-laws, the corporation shall be entitled to treat
the record holder of stock as shown on its books as the owner of such stock for
all purposes, including the payment of dividends and the right to receive notice
and to vote or to give any consent with respect thereto and to be held liable
for such calls and assessments, if any, as may lawfully be made thereon,
regardless of any transfer, pledge or other disposition of such stock until the
shares have been properly transferred on the books of the corporation.

     It shall be the duty of each stockholder to notify the corporation of his
post office address.

     8.2. Record Date. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the board of directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the board of directors, and which record date shall
not be more than sixty nor less than ten days before the date of such meeting.
If no such record date is fixed by the board of directors, the record date for
determining the stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the board of directors may fix a new record date for the adjourned meeting.

     In order that the corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the board of directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the board of directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the board of directors. If no
such record date has been fixed by the board of directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the board of directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation by delivery to its registered office in the state of incorporation
hand or certified or registered mail, return receipt requested, to its principal
place of business or to an officer or agent of the corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. If no
record date has been fixed by the board of directors and prior action by the
board of directors is required by applicable law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
board of directors adopts the resolution taking such prior action.

     In order that the corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or to exercise any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the board of directors may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be not
more than sixty days prior to such payment, exercise or other action. If no such
record date is fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.

                            Section 9. CORPORATE SEAL


                                      -9-

     9.1. Subject to alteration by the directors, the seal of the corporation
shall consist of a flat-faced circular die with the word "Delaware" and the name
of the corporation cut or engraved thereon, together with such other words,
dates or images as may be approved from time to time by the directors.

                         Section 10. EXECUTION OF PAPERS

     10.1. Except as the board of directors may generally or in particular cases
authorize the execution thereof in some other manner, all deeds, leases,
transfers, contracts, bonds, notes, checks, drafts or other obligations made,
accepted or endorsed by the corporation shall be signed by the chairman of the
board, if any, the president, a vice president or the treasurer.

                             Section 11. FISCAL YEAR

     11.1. The fiscal year of the corporation shall end on the 31st of December.

                             Section 12. AMENDMENTS

     12.1. These by-laws may be adopted, amended or repealed by vote of a
majority of the directors then in office or by vote of a majority of the stock
outstanding and entitled to vote. Any by-law, whether adopted, amended or
repealed by the stockholders or directors, may be amended or reinstated by the
stockholders or the directors.


                                      -10-

EX-3.124

                                                                   Exhibit 3.124

                            CERTIFICATE OF AMENDMENT
                            Before Payment of Capital
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                              MVA MANAGEMENT, INC.

                      Pursuant to Section 241 of Title 8 of
                      the Delaware Code of 1953, as Amended

I, the undersigned, being the sole incorporator of the above-named corporation,
a corporation organized under and by virtue of the General Corporation Law of
the State of Delaware, DO HEREBY CERTIFY:

FIRST, that a resolution was adopted by written consent of the sole incorporator
setting forth a proposed amendment to the Certificate of Incorporation of said
corporation.

RESOLVED: That it is advisable and in the best interest of this corporation that
Article I of the Certificate of Incorporation of this Corporation be amended to
read in its entirety as follows:

"l. The name of this corporation is Midwest Ambulance Management Company."

SECOND, that no part of the capital of said corporation having been paid, this
certificate is filed pursuant to Section 241 of Title 8 of the Delaware Code of
1953, as amended.

IN WITNESS WHEREOF, I have duly executed this Certificate of Amendment this 12th
day of September, 1994.


/s/ William George
- -------------------------------------
William George
Incorporator



                          CERTIFICATE OF INCORPORATION
                                       of
                              MVA MANAGEMENT, INC.

1. The name of this corporation is MVA Management, Inc.

2. The registered office of this corporation in the State of Delaware is located
at 1013 Centre Road, in the City of Wilmington, County of New Castle. The name
of its registered agent at such address is Corporation Service Company.

3. The purpose of this corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of the
State of Delaware.

4. The total number of shares of stock that this corporation shall have
authority to issue is 3,000 shares of Common Stock, $.01 par value per share.
Each share of Common Stock shall be entitled to one vote.

5. The name and mailing address of the incorporator is: William George, One
International Place, Boston, MA 02110-2624.

6. Except as provided to the contrary in the provisions establishing a class or
series of stock, the amount of the authorized stock of this corporation of any
class or classes may be increased or decreased by the affirmative vote of the
holders of a majority of the stock of this corporation entitled to vote.

7. The election of directors need not be by ballot unless the by-laws shall so
require.

8. In furtherance and not in limitation of the power conferred upon the board of
directors by law, the board of directors shall have power to make, adopt, alter,
amend and repeal from time to time by-laws of this corporation, subject to the
right of the stockholders entitled to vote with respect thereto to alter and
repeal by-laws made by the board of directors.

9. A director of this corporation shall not be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent that exculpation from liability is not permitted under the
General Corporation Law of the State of Delaware as in effect at the time such
liability is determined. No amendment or repeal of this paragraph 9 shall apply
to or have any effect on the liability or alleged liability of any director of
the corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal.

10. This corporation shall, to the maximum extent permitted from time to time
under the law of the State of Delaware, indemnify and upon request shall advance
expenses to any person who is or was a party or is threatened to be made a party
to any threatened, pending or completed action, suit, proceeding or claim,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person is or was or has agreed to be a director or officer of this
corporation or while a director or officer is or was serving at the request of
this corporation as a


                                        2



director, officer, partner, trustee, employee or agent of any corporation,
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, against expenses (including attorney's fees
and expenses), judgments, fines, penalties and amounts paid in settlement
incurred in connection with the investigation, preparation to defend or defense
of such action, suit, proceeding or claim; provided, however, that the foregoing
shall not require this corporation to indemnify or advance expenses to any
person in connection with any action, suit, proceeding, claim or counterclaim
initiated by or on behalf of such person. Such indemnification shall not be
exclusive of other indemnification rights arising under any by-law, agreement,
vote of directors or stockholders or otherwise and shall inure to the benefit of
the heirs and legal representatives of such person. Any person seeking
indemnification under this paragraph 10 shall be deemed to have met the standard
of conduct required for such indemnification unless the contrary shall be
established. Any repeal or modification of the foregoing provisions of this
paragraph 10 shall not adversely affect any right or protection of a director or
officer of this corporation with respect to any acts or omissions of such
director or officer occurring prior to such repeal or modification.

11. The books of this corporation may (subject to any statutory requirements) be
kept outside the State of Delaware as may be designated by the board of
directors or in the by-laws of this corporation.

12. If at any time this corporation shall have a class of stock registered
pursuant to the provisions of the Securities Exchange Act of 1934, for so long
as such class is so registered, any action by the stockholders of such class
must be taken at an annual or special meeting of stockholders and may not be
taken by written consent.

THE UNDERSIGNED, the sole incorporator named above, hereby certifies that the
facts stated above are true as of this 22nd day of August, 1994.


/s/ William George
- -------------------------------------
William George, Incorporator


                                        3

EX-3.125

                                                                   Exhibit 3.125

                                     BY-LAWS

                                       OF

                               THE SUBSIDIARIES OF

                         AMERICAN MEDICAL RESPONSE, INC.

                  Section 1. LAW, CERTIFICATE OF INCORPORATION
                                   AND BY-LAWS

     1.1. These by-laws are subject to the certificate of incorporation of the
corporation. In these by-laws, references to law, the certificate of
incorporation and by-laws mean the law, the provisions of the certificate of
incorporation and the by-laws as from time to time in effect.

                             Section 2. STOCKHOLDERS

     2.1. Annual Meeting. The annual meeting of stockholders shall be held at
10:00 am on the second Tuesday in May in each year, unless that day be a legal
holiday at the place where the meeting is to be held, in which case the meeting
shall be held at the same hour on the next succeeding day not a legal holiday,
or at such other date and time as shall be designated from time to time by the
board of directors and stated in the notice of the meeting, at which they shall
elect a board of directors and transact such other business as may be required
by law or these by-laws or as may properly come before the meeting.

     2.2. Special Meetings. A special meeting of the stockholders may be called
at any time by the chairman of the board, if any, the president or the board of
directors. A special meeting of the stockholders shall be called by the
secretary, or in the case of the death, absence, incapacity or refusal of the
secretary, by an assistant secretary or some other officer, upon application of
a majority of the directors. Any such application shall state the purpose or
purposes of the proposed meeting. Any such call shall state the place, date,
hour, and purposes of the meeting.

     2.3. Place of Meeting. All meetings of the stockholders for the election of
directors or for any other purpose shall be held at such place within or without
the state of incorporation as may be determined from time to time by the
chairman of the board, if any, the president or the board of directors. Any
adjourned session of any meeting of the stockholders shall be held at the place
designated in the vote of adjournment.

     2.4. Notice of Meetings. Except as otherwise provided by law, a written
notice of each meeting of stockholders stating the place, day and hour thereof
and, in the case of a special meeting, the purposes for which the meeting is
called, shall be given not less then ten nor more than sixty days before the
meeting, to each stockholder entitled to vote thereat, and to each stockholder
who, by law, by the certificate of incorporation or by these by-laws, is
entitled to notice, by leaving such notice with him or at his residence or usual
place of business, or by depositing it in the United States mail, postage
prepaid, and addressed to such stockholder at his address as it appears in the
records of the corporation. Such



notice shall be given by the secretary, or by an officer or person designated by
the board of directors, or in the case of a special meeting by the officer
calling the meeting. As to any adjourned session of any meeting of stockholders,
notice of the adjourned meeting need not be given if the time and place thereof
are announced at the meeting at which the adjournment was taken except that if
the adjournment is for more than thirty days or if after the adjournment a new
record date is set for the adjourned session, notice of any such adjourned
session of the meeting shall be given in the manner heretofore described. No
notice of any meeting of stockholders or any adjourned session thereof need be
given to a stockholder if a written waiver of notice, executed before or after
the meeting or such adjourned session by such stockholder, is filed with the
records of the meeting or if the stockholder attends such meeting without
objecting at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any meeting of the stockholders or any
adjourned session thereof need be specified in any written waiver of notice.

     2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as
to any matter shall consist of a majority of the votes entitled to be cast on
the matter, except where a larger quorum is required by law, by the certificate
of incorporation or by these by-laws. Any meeting may be adjourned from time to
time by a majority of the votes properly cast upon the question, whether or not
a quorum is present. If a quorum is present at an original meeting, a quorum
need not be present at an adjourned session of that meeting. Shares of its own
stock belonging to the corporation or to another corporation, if a majority of
the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the corporation, shall neither
be entitled to vote nor be counted for quorum purposes; provided, however, that
the foregoing shall not limit the right of any corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

     2.6. Action by Vote. When a quorum is present at any meeting, a plurality
of the votes properly cast for election to any office shall elect to such office
and a majority of the votes properly cast upon any question other than an
election to an office shall decide the question, except when a larger vote is
required by law, by the certificate of incorporation or by these by-laws. No
ballot shall be required for any election unless requested by a stockholder
present or represented at the meeting and entitled to vote in the election.

     2.7. Action without Meetings. Unless otherwise provided in the certificate
of incorporation, any action required or permitted to be taken by stockholders
for or in connection with any corporate action may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the corporation by
delivery to its registered office in the state of incorporation by hand or
certified or registered mail, return receipt requested, to its principal place
of business or to an officer or agent of the corporation having custody of the
book in which proceedings of meetings of stockholders are recorded. No written
consent shall be effective to take the corporate action referred to therein
unless written consents signed by a number of stockholders sufficient to take
such action are delivered to the corporation in the manner specified in this
paragraph within sixty days of the earliest dated consent so delivered.

     If action is taken by consent of stockholders and in accordance with the
foregoing, there shall be filed with the records of the meetings of stockholders
the writing or writings comprising such consent.


                                       -2-



     If action is taken by less than unanimous consent of stockholders, prompt
notice of the taking of such action without a meeting shall be given to those
who have not consented in writing and a certificate signed and attested to by
the secretary that such notice was given shall be filed with the records of the
meetings of stockholders.

     In the event that the action which is consented to is such as would have
required the filing of a certificate under any provision of the General
Corporation Law of the State of Delaware, if such action had been voted upon by
the stockholders at a meeting thereof, the certificate filed under such
provision shall state, in lieu of any statement required by such provision
concerning a vote of stockholders, that written consent has been given under
Section 228 of said General Corporation Law and that written notice has been
given as provided in such Section 228.

     2.8. Proxy Representation. Every stockholder may authorize another person
or persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether by waiving notice of any meeting, objecting to
or voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by his
attorney-in-fact. No proxy shall be voted or acted upon after three years from
its date unless such proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and, if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally. The authorization of a proxy may but need
not be limited to specified action, provided, however, that if a proxy limits
its authorization to a meeting or meetings of stockholders, unless otherwise
specifically provided such proxy shall entitle the holder thereof to vote at any
adjourned session but shall not be valid after the final adjournment thereof.

     2.9. Inspectors. The directors or the person presiding at the meeting may,
and shall if required by applicable law, appoint one or more inspectors of
election and any substitute inspectors to act at the meeting or any adjournment
thereof. Each inspector, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting, the inspectors shall make a report in
writing of any challenge, question or matter determined by them and execute a
certificate of any fact found by them.

     2.10. List of Stockholders. The secretary shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at such meeting, arranged in alphabetical order
and showing the address of each stockholder and the number of shares registered
in his name. The stock ledger shall be the only evidence as to who are
stockholders entitled to examine such list or to vote in person or by proxy at
such meeting.


                                       -3-



                          Section 3. BOARD OF DIRECTORS

     3.1. Number. The corporation shall have one or more directors, the number
shall be consistent with applicable law and shall be determined from time to
time by vote of a majority of the directors then in office. No director need be
a stockholder.

     3.2. Tenure. Each director shall hold office until the next annual meeting
and until his successor is elected and qualified, or until he sooner dies,
resigns, is removed or becomes disqualified.

     3.3. Powers. The business and affairs of the corporation shall be managed
by or under the direction of the board of directors who shall have and may
exercise all the powers of the corporation and do all such lawful acts and
things as are not by law, the certificate of incorporation or these by-laws
directed or required to be exercised or done by the stockholders.

     3.4. Vacancies. Vacancies and any newly created directorships resulting
from any increase in the number of directors may be filled by vote of the
holders of the particular class or series of stock entitled to elect such
director at a meeting called for the purpose, or by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director, in
each case elected by the particular class or series of stock entitled to elect
such directors. When one or more directors shall resign from the board,
effective at a future date, a majority of the directors then in office,
including those who have resigned, who were elected by the particular class or
series of stock entitled to elect such resigning director or directors shall
have power to fill such vacancy or vacancies, the vote or action by writing
thereon to take effect when such resignation or resignations shall become
effective. The directors shall have and may exercise all their powers
notwithstanding the existence of one or more vacancies in their number, subject
to any requirements of law or of the certificate of incorporation or of these
by-laws as to the number of directors required for a quorum or for any vote or
other actions.

     3.5. Committees. The board of directors may, by vote of a majority of the
whole board, (a) designate, change the membership of or terminate the existence
of any committee or committees, each committee to consist of one or more of the
directors; (b) designate one or more directors as alternate members of any such
committee who may replace any absent or disqualified member at any meeting of
the committee; and (c) determine the extent to which each such committee shall
have and may exercise the powers of the board of directors in the management of
the business and affairs of the corporation, including the power to authorize
the seal of the corporation to be affixed to all papers which require it and the
power and authority to declare dividends or to authorize the issuance of stock;
excepting, however, such powers which by law, by the certificate of
incorporation or by these by-laws they are prohibited from so delegating. In the
absence or disqualification of any member of such committee and his alternate,
if any, the member or members thereof present at any meeting and not
disqualified from voting, whether or not constituting a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in the
place of any such absent or disqualified member. Except as the board of
directors may otherwise determine, any committee may make rules for the conduct
of its business, but unless otherwise provided by the board or such rules, its
business shall be conducted as nearly as may be in the same manner as is
provided by these by-laws for the conduct of business by the board of directors.
Each committee shall keep regular minutes of its meetings and report the same to
the board of directors upon request.

     3.6. Regular Meetings. Regular meetings of the board of directors may be
held without call or notice at such places within or without the State of
Delaware and at such times as the board may from


                                       -4-



time to time determine, provided that notice of the first regular meeting
following any such determination shall be given to absent directors. A regular
meeting of the directors may be held without call or notice immediately after
and at the same place as the annual meeting of stockholders.

     3.7. Special Meetings. Special meetings of the board of directors may be
held at any time and at any place within or without the state of incorporation
designated in the notice of the meeting, when called by the chairman of the
board, if any, the president, or by one-third or more in number of the
directors, reasonable notice thereof being given to each director by the
secretary or by the chairman of the board, if any, the president or any one of
the directors calling the meeting.

     3.8. Notice. It shall be reasonable and sufficient notice to a director to
send notice by mail or overnight courier at least forty-eight hours or by
telegram at least twenty-four hours before the meeting addressed to him at his
usual or last known business or residence address or to give notice to him in
person or by telephone at least twenty-four hours before the meeting. Notice of
a meeting need not be given to any director if a written waiver of notice,
executed by him before or after the meeting, is filed with the records of the
meeting, or to any director who attends the meeting without protesting prior
thereto or at its commencement the lack of notice to him. Neither notice of a
meeting nor a waiver of a notice need specify the purposes of the meeting.

     3.9. Quorum. Except as may be otherwise provided by law, by the certificate
of incorporation or by these by-laws, at any meeting of the directors a majority
of the directors then in office shall constitute a quorum; a quorum shall not in
any case be less than one-third of the total number of directors constituting
the whole board. Any meeting may be adjourned from time to time by a majority of
the votes cast upon the question, whether or not a quorum is present, and the
meeting may be held as adjourned without further notice.

     3.10. Action by Vote. Except as may be otherwise provided by law, by the
certificate of incorporation or by these by-laws, when a quorum is present at
any meeting the vote of a majority of the directors present shall be the act of
the board of directors.

     3.11. Action Without a Meeting. Any action required or permitted to be
taken at any meeting of the board of directors or a committee thereof may be
taken without a meeting if all the members of the board or of such committee, as
the case may be, consent thereto in writing, and such writing or writings are
filed with the records of the meetings of the board or of such committee. Such
consent shall be treated for all purposes as the act of the board or of such
committee, as the case may be.

     3.12. Participation in Meetings by Conference Telephone. Members of the
board of directors, or any committee designated by such board, may participate
in a meeting of such board or committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other or by any other means permitted by law. Such
participation shall constitute presence in person at such meeting.

     3.13. Compensation. In the discretion of the board of directors, each
director may be paid such fees for his services as director and be reimbursed
for his reasonable expenses incurred in the performance of his duties as
director as the board of directors from time to time may determine. Nothing
contained in this section shall be construed to preclude any director from
serving the corporation in any other capacity and receiving reasonable
compensation therefor.

     3.14. Interested Directors and Officers.


                                       -5-



     (a) No contract or transaction between the corporation and one or more of
its directors or officers, or between the corporation and any other corporation,
partnership, association, or other organization in which one or more of the
corporation's directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the board or committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purpose, if:

          (1) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the board of directors
or the committee, and the board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or

          (2) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or

          (3) The contract or transaction is fair as to the corporation as of
the time it is authorized, approved or ratified, by the board of directors, a
committee thereof, or the stockholders.

     (b) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or of a committee
which authorizes the contract or transaction.

                         Section 4. OFFICERS AND AGENTS

     4.1. Enumeration; Qualification. The officers of the corporation shall be a
president, a treasurer, a secretary and such other officers, if any, as the
board of directors from time to time may in its discretion elect or appoint
including without limitation a chairman of the board, one or more vice
presidents and a controller. The corporation may also have such agents, if any,
as the board of directors from time to time may in its discretion choose. Any
officer may be but none need be a director or stockholder. Any two or more
offices may be held by the same person. Any officer may be required by the board
of directors to secure the faithful performance of his duties to the corporation
by giving bond in such amount and with sureties or otherwise as the board of
directors may determine.

     4.2. Powers. Subject to law, to the certificate of incorporation and to the
other provisions of these by-laws, each officer shall have, in addition to the
duties and powers herein set forth, such duties and powers as are commonly
incident to his office and such additional duties and powers as the board of
directors may from time to time designate.

     4.3. Election. The officers may be elected by the board of directors at
their first meeting following the annual meeting of the stockholders or at any
other time. At any time or from time to time the directors may delegate to any
officer their power to elect or appoint any other officer or any agents.

     4.4. Tenure. Each officer shall hold office until his respective successor
is chosen and qualified unless a shorter period shall have been specified by the
terms of his election or appointment, or in each case until he sooner dies,
resigns, is removed or becomes disqualified. Each agent shall retain his
authority at the pleasure of the directors, or the officer by whom he was
appointed or by the officer who then holds agent appointive power.


                                       -6-



     4.5. Chairman of the Board of Directors, President and Vice President. The
chairman of the board, if any, shall have such duties and powers as shall be
designated from time to time by the board of directors. Unless the board of
directors otherwise specifies, the chairman of the board, or if there is none
the chief executive officer, shall preside, or designate the person who shall
preside, at all meetings of the stockholders and of the board of directors.

     Unless the board of directors otherwise specifies, the president shall be
the chief executive officer and shall have direct charge of all business
operations of the corporation and, subject to the control of the directors,
shall have general charge and supervision of the business of the corporation.

     Any vice presidents shall have such duties and powers as shall be set forth
in these by-laws or as shall be designated from time to time by the board of
directors or by the president.

     4.6. Treasurer and Assistant Treasurers. Unless the board of directors
otherwise specifies, the treasurer shall be in charge of the corporation's funds
and valuable papers, and shall have such other duties and powers as may be
designated from time to time by the board of directors or by the president. If
no controller is elected, the treasurer shall, unless the board of directors
otherwise specifies, also have the duties and powers of the controller. Any
assistant treasurers shall have such duties and powers as shall be designated
from time to time by the board of directors, the president or the treasurer.

     4.7. Controller and Assistant Controllers. If a controller is elected, he
shall, unless the board of directors otherwise specifies, be in charge of its
books of account and accounting records, and of its accounting procedures. He
shall have such other duties and powers as may be designated from time to time
by the board of directors, the president or the treasurer. Any assistant
controller shall have such duties and powers as shall be designated from time to
time by the board of directors, the president, the treasurer or the controller.

     4.8. Secretary and Assistant Secretaries. The secretary shall record all
proceedings of the stockholders, of the board of directors and of committees of
the board of directors in a book or series of books to be kept therefor and
shall file therein all actions by written consent of stockholders or directors.
In the absence of the secretary from any meeting, an assistant secretary, or if
there be none or he is absent, a temporary secretary chosen at the meeting,
shall record the proceedings thereof. Unless a transfer agent has been appointed
the secretary shall keep or cause to be kept the stock and transfer records of
the corporation, which shall contain the names and record addresses of all
stockholders and the number of shares registered in the name of each
stockholder. He shall have such other duties and powers as may from time to time
be designated by the board of directors or the president. Any assistant
secretaries shall have such duties and powers as shall be designated from time
to time by the board of directors, the president or the secretary.


                                       -7-



                      Section 5. RESIGNATIONS AND REMOVALS

     5.1. Any director or officer may resign at any time by delivering his
resignation in writing to the chairman of the board, if any, the president, or
the secretary or to a meeting of the board of directors. Such resignation shall
be effective upon receipt unless specified to be effective at some other time,
and without in either case the necessity of its being accepted unless the
resignation shall so state. A director (including persons elected by
stockholders or directors to fill vacancies in the board) may be removed from
office with or without cause by the vote of the holders of a majority of the
issued and outstanding shares of the particular class or series entitled to vote
in the election of such director. The board of directors may at any time remove
any officer either with or without cause. The board of directors may at any time
terminate or modify the authority of any agent.

                              Section 6. VACANCIES

     6.1. If the office of the president or the treasurer or the secretary
becomes vacant, the directors may elect a successor by vote of a majority of the
directors then in office. If the office of any other officer becomes vacant, any
person or body empowered to elect or appoint that officer may choose a
successor. Each such successor shall hold office for the unexpired term, and in
the case of the president, the treasurer and the secretary until his successor
is chosen and qualified or in each case until he sooner dies, resigns, is
removed or becomes disqualified. Any vacancy of a directorship shall be filled
as specified in Section 3.4 of these by-laws.

                            Section 7. CAPITAL STOCK

     7.1. Stock Certificates. Each stockholder shall be entitled to a
certificate stating the number and the class and the designation of the series,
if any, of the shares held by him, in such form as shall, in conformity to law,
the certificate of incorporation and the by-laws, be prescribed from time to
time by the board of directors. Such certificate shall be signed by the chairman
or vice chairman of the board, or the president or a vice president and by the
treasurer or an assistant treasurer or by the secretary or an assistant
secretary. Any of or all the signatures on the certificate may be a facsimile.
In case an officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed on such certificate shall have ceased to be
such officer, transfer agent, or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such
officer, transfer agent, or registrar at the time of its issue.

     7.2. Loss of Certificates. In the case of the alleged theft, loss,
destruction or mutilation of a certificate of stock, a duplicate certificate may
be issued in place thereof, upon such terms, including receipt of a bond
sufficient to indemnify the corporation against any claim on account thereof, as
the board of directors may prescribe.

                     Section 8. TRANSFER OF SHARES OF STOCK

     8.1. Transfer on Books. Subject to the restrictions, if any, stated or
noted on the stock certificate, shares of stock may be transferred on the books
of the corporation by the surrender to the corporation or its transfer agent of
the certificate therefor properly endorsed or accompanied by a written
assignment and power of attorney properly executed, with necessary transfer
stamps affixed, and with such proof of the authenticity of signature as the
board of directors or the transfer agent of the corporation may reasonably
require. Except as may be otherwise required by law, by the certificate of


                                       -8-



incorporation or by these by-laws, the corporation shall be entitled to treat
the record holder of stock as shown on its books as the owner of such stock for
all purposes, including the payment of dividends and the right to receive notice
and to vote or to give any consent with respect thereto and to be held liable
for such calls and assessments, if any, as may lawfully be made thereon,
regardless of any transfer, pledge or other disposition of such stock until the
shares have been properly transferred on the books of the corporation.

     It shall be the duty of each stockholder to notify the corporation of his
post office address.

     8.2. Record Date. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the board of directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the board of directors, and which record date shall
not be more than sixty nor less than ten days before the date of such meeting.
If no such record date is fixed by the board of directors, the record date for
determining the stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the board of directors may fix a new record date for the adjourned meeting.

     In order that the corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the board of directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the board of directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the board of directors. If no
such record date has been fixed by the board of directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the board of directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation by delivery to its registered office in the state of incorporation
hand or certified or registered mail, return receipt requested, to its principal
place of business or to an officer or agent of the corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. If no
record date has been fixed by the board of directors and prior action by the
board of directors is required by applicable law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
board of directors adopts the resolution taking such prior action.

     In order that the corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or to exercise any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the board of directors may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be not
more than sixty days prior to such payment, exercise or other action. If no such
record date is fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.

                            Section 9. CORPORATE SEAL


                                       -9-



     9.1. Subject to alteration by the directors, the seal of the corporation
shall consist of a flat-faced circular die with the word "Delaware" and the name
of the corporation cut or engraved thereon, together with such other words,
dates or images as may be approved from time to time by the directors.

                         Section 10. EXECUTION OF PAPERS

     10.1. Except as the board of directors may generally or in particular cases
authorize the execution thereof in some other manner, all deeds, leases,
transfers, contracts, bonds, notes, checks, drafts or other obligations made,
accepted or endorsed by the corporation shall be signed by the chairman of the
board, if any, the president, a vice president or the treasurer.

                             Section 11. FISCAL YEAR

     11.1. The fiscal year of the corporation shall end on the 31st of December.

                             Section 12. AMENDMENTS

     12.1. These by-laws may be adopted, amended or repealed by vote of a
majority of the directors then in office or by vote of a majority of the stock
outstanding and entitled to vote. Any by-law, whether adopted, amended or
repealed by the stockholders or directors, may be amended or reinstated by the
stockholders or the directors.


                                      -10-

EX-3.126

                                                                   Exhibit 3.126

                          CERTIFICATE OF INCORPORATION

                                       of

                         AMERICAN/MMAS ACQUISITION, INC.

     1. The name of this corporation is American/MMAS Acquisition, Inc.

     2. The registered office of this corporation in the State of Delaware is
located at 1013 Centre Road, in the City of Wilmington, County of New Castle.
The name of its registered agent at such address is Corporation Service Company.

     3. The purpose of this corporation is to engage in any lawful act or
activity for which corporations say be organized under the General Corporation
Law of the State of Delaware.

     4. The total number of shares of stock that this corporation shall have
authority to issue is 3,000 shares of Common Stock, $.01 par value per share.
Each share of Common Stock shall be entitled to one vote.

     5. The name and mailing address of the incorporator is: Keith F. Higgins,
One International Place, Boston, MA 02110.

     6. Except as provided to the contrary in the provisions establishing a
class or series of stock, the amount of the authorized stock of this corporation
of any class or classes may be increased or decreased by the affirmative vote of
the holders of a majority of the stock of this corporation entitled to vote.

     7. The election of directors need not be by ballot unless the by-laws shall
so require.

     8. In furtherance and not in limitation of the power conferred upon the
board of directors by law, the board of directors shall have power to make,
adopt, alter, amend and repeal from time to time by-laws of this corporation,
subject to the right of the stockholders entitled to vote with respect thereto
to alter and repeal by-laws made by the board of directors.

     9. A director of this corporation shall not be liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent that exculpation from liability is not permitted
under the General Corporation Law of the State of Delaware as in effect at the
time such liability is determined. No amendment or repeal of this paragraph 9
shall apply to or have any effect on the liability or alleged liability of any
director of the corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal.

     10. This corporation shall, to the maximum extent permitted from time to
time under the law of the State of Delaware, indemnify and upon request shall
advance expenses to any



person who is or was a party or is threatened to be made a party to any
threatened, pending or completed action, suit, proceeding or claim, whether
civil, criminal, administrative or investigative, by reason of the fact that
such parson is or was or has agreed to be a director or officer of this
corporation or while a director or officer is or was serving at the request of
this corporation as a director, officer, partner, trustee, employee or agent of
any corporation, partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, against expenses
(including attorney's fees and expanses), judgments, fines, penalties and
amounts paid in settlement incurred in connection with the investigation,
preparation to defend or defense of such action, suit, proceeding or claim;
provided, however, that the foregoing shall not require this corporation to
indemnify or advance expenses to any person in connection with any action, suit,
proceeding, claim or counterclaim initiated by or on behalf of such person. Such
indemnification shall not be exclusive of other indemnification rights arising
under any by-law, agreement, vote of directors or stockholders or otherwise and
shall inure to the benefit of the heirs and legal representatives of such
person. Any person seeking indemnification under this paragraph 10 shall be
deemed to have met the standard of conduct required for such indemnification
unless the contrary shall be established. Any repeal or modification of the
foregoing provisions of this paragraph 10 shall not adversely affect any right
or protection of a director or officer of this corporation with respect to any
acts or omissions of such director or officer occurring prior to such repeal or
modification.

     11. The books of this corporation may (subject to any statutory
requirements) be kept outside the State of Delaware as may be designated by the
board of directors or in the by-laws of this corporation.

     12. If at any time this corporation shall have a class of stock registered
pursuant to the provisions of the Securities Exchange Act of 1934, for so long
as such class is so registered, any action by the stockholders of such class
must be taken at an annual or special meeting of stockholders and may not be
taken by written consent,

     THE UNDERSIGNED, the sole incorporator named above, hereby certifies that
the facts stated above are true as of this 28th day of October, 1992.


                                              /s/ Keith F. Higgins
                                              ----------------------------------
                                              Keith F. Higgins, Incorporator


                                        2



                              CERTIFICATE OF MERGER
                                       OF
                      MOBILE MEDIC AMBULANCE SERVICE, INC.
                                      INTO
                         AMERICAN/MMAS ACQUISITION, INC.

The undersigned corporations do hereby certify:

     FIRST: That the name and state of incorporation of each of the constituent
corporations of the merger are as follows:



                NAME                   STATE OF INCORPORATION
                ----                   ----------------------
                                    
Mobile Medic Ambulance Service, Inc.         Mississippi
American/MMAS Acquisition, Inc.               Delaware


     SECOND: That an Agreement and Plan of Reorganization between the parties to
the merger has bean approved, adopted, certified, executed and acknowledged by
each of the constituent corporations in accordance with the requirements of
Section 252 of the General Corporation Law of Delaware.

     THIRD: That the name of the surviving corporation of the merger is
AMERICAN/MMAS ACQUISITION, INC., which shall herewith be changed to MOBILE MEDIC
AMBULANCE SERVICE, INC., a Delaware corporation.

     FOURTH: The Certificate of Incorporation of AMERICAN/MMAS ACQUISITION,
INC., a Delaware Corporation, shall be the Certificate of Incorporation of the
surviving corporation except that ARTICLE FIRST shall be amended to read as
follows:

FIRST: The name of this corporation shall be:

                      MOBILE MEDIC AMBULANCE SERVICE, INC.

     FIFTH: That the executed Agreement and Plan of Reorganization is on file at
the principal place of business of the surviving corporation, the address of
which is 67 Batterymarch Street, Suite 300, Boston, Massachusetts 02110.

     SIXTH: That a copy of the Agreement and Plan of Reorganization will be
famished on request and without cost, to any stockholder of either constituent
corporation.



     SEVENTH: That the authorized capital stock of the foreign corporation which
is a party to the merger is as follows:



                                                         Par Value
Corporation                            Class    Shares   Per Share
- -----------                            -----    ------   ---------
                                                  
Mobile Medic Ambulance Service, Inc.   Common   5,000      $1.00


Dated: November 3, 1992.

MOBILE MEDIC AMBULANCE SERVICE, INC.      AMERICAN/MMAS ACQUISITION, INC.


By: /s/ John K. Rester                    By: /s/ Dominic J. Puopolo
    --------------------------------          --------------------------------
    John K. Rester, President             Title: President


ATTEST:                                   ATTEST:


By: /s/ X                                 By: /s/ X
    --------------------------------          --------------------------------
Title: Assistant Secretary                Title: Secretary


                                        2



                    CERTIFICATE OF CHANGE OF REGISTERED AGENT

                                       AND

                                REGISTERED OFFICE

                                    * * * * *

     Mobile Medic. Ambulance Service, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:

     The present registered agent of the corporation is Corporation Service
Company and the present registered office of the corporation is in the county of
New Castle

     The Board of Directors of Mobile Medic Ambulance Service, Inc. adopted the
following resolution on the 1st day of September, 1996.

     Resolved, that the registered office of Mobile Medic Ambulance Service,
Inc.

in the state of Delaware be and it hereby is changed to Corporation Trust
Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and
the authorization of the present registered agent of this corporation be and the
same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is
hereby constituted and appointed the registered agent of this corporation at the
address of its registered office.

     IN WITNESS WHEREOF, Mobile Medic Ambulance Service, Inc. has caused this
statement to be signed by William George, its Vice President*, this 1st day of
September, 1996.


                                          /s/ William George
                                          -----------------------------------
                                          William George, Vice President
                                          (Title)

*    Any authorized officer or the chairman or Vice-Chairman of the Board of
     Directors may execute this certificate.

EX-3.127

                                                                   Exhibit 3.127

                                     BY-LAWS

                                       OF

                               THE SUBSIDIARIES OF

                         AMERICAN MEDICAL RESPONSE, INC.

                  Section 1. LAW, CERTIFICATE OF INCORPORATION
                                   AND BY-LAWS

     1.1. These by-laws are subject to the certificate of incorporation of the
corporation. In these by-laws, references to law, the certificate of
incorporation and by-laws mean the law, the provisions of the certificate of
incorporation and the by-laws as from time to time in effect.

                             Section 2. STOCKHOLDERS

     2.1. Annual Meeting. The annual meeting of stockholders shall be held at
10:00 am on the second Tuesday in May in each year, unless that day be a legal
holiday at the place where the meeting is to be held, in which case the meeting
shall be held at the same hour on the next succeeding day not a legal holiday,
or at such other date and time as shall be designated from time to time by the
board of directors and stated in the notice of the meeting, at which they shall
elect a board of directors and transact such other business as may be required
by law or these by-laws or as may properly come before the meeting.

     2.2. Special Meetings. A special meeting of the stockholders may be called
at any time by the chairman of the board, if any, the president or the board of
directors. A special meeting of the stockholders shall be called by the
secretary, or in the case of the death, absence, incapacity or refusal of the
secretary, by an assistant secretary or some other officer, upon application of
a majority of the directors. Any such application shall state the purpose or
purposes of the proposed meeting. Any such call shall state the place, date,
hour, and purposes of the meeting.

     2.3. Place of Meeting. All meetings of the stockholders for the election of
directors or for any other purpose shall be held at such place within or without
the state of incorporation as may be determined from time to time by the
chairman of the board, if any, the president or the board of directors. Any
adjourned session of any meeting of the stockholders shall be held at the place
designated in the vote of adjournment.

     2.4. Notice of Meetings. Except as otherwise provided by law, a written
notice of each meeting of stockholders stating the place, day and hour thereof
and, in the case of a special meeting, the purposes for which the meeting is
called, shall be given not less then ten nor more than sixty days before the
meeting, to each stockholder entitled to vote thereat, and to each stockholder
who, by law, by the certificate of incorporation or by these by-laws, is
entitled to notice, by leaving such notice with him or at his residence or usual
place of business, or by depositing it in the United States mail, postage
prepaid, and addressed to such stockholder at his address as it appears in the
records of the corporation. Such



notice shall be given by the secretary, or by an officer or person designated by
the board of directors, or in the case of a special meeting by the officer
calling the meeting. As to any adjourned session of any meeting of stockholders,
notice of the adjourned meeting need not be given if the time and place thereof
are announced at the meeting at which the adjournment was taken except that if
the adjournment is for more than thirty days or if after the adjournment a new
record date is set for the adjourned session, notice of any such adjourned
session of the meeting shall be given in the manner heretofore described. No
notice of any meeting of stockholders or any adjourned session thereof need be
given to a stockholder if a written waiver of notice, executed before or after
the meeting or such adjourned session by such stockholder, is filed with the
records of the meeting or if the stockholder attends such meeting without
objecting at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any meeting of the stockholders or any
adjourned session thereof need be specified in any written waiver of notice.

     2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as
to any matter shall consist of a majority of the votes entitled to be cast on
the matter, except where a larger quorum is required by law, by the certificate
of incorporation or by these by-laws. Any meeting may be adjourned from time to
time by a majority of the votes properly cast upon the question, whether or not
a quorum is present. If a quorum is present at an original meeting, a quorum
need not be present at an adjourned session of that meeting. Shares of its own
stock belonging to the corporation or to another corporation, if a majority of
the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the corporation, shall neither
be entitled to vote nor be counted for quorum purposes; provided, however, that
the foregoing shall not limit the right of any corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

     2.6. Action by Vote. When a quorum is present at any meeting, a plurality
of the votes properly cast for election to any office shall elect to such office
and a majority of the votes properly cast upon any question other than an
election to an office shall decide the question, except when a larger vote is
required by law, by the certificate of incorporation or by these by-laws. No
ballot shall be required for any election unless requested by a stockholder
present or represented at the meeting and entitled to vote in the election.

     2.7. Action without Meetings. Unless otherwise provided in the certificate
of incorporation, any action required or permitted to be taken by stockholders
for or in connection with any corporate action may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the corporation by
delivery to its registered office in the state of incorporation by hand or
certified or registered mail, return receipt requested, to its principal place
of business or to an officer or agent of the corporation having custody of the
book in which proceedings of meetings of stockholders are recorded. No written
consent shall be effective to take the corporate action referred to therein
unless written consents signed by a number of stockholders sufficient to take
such action are delivered to the corporation in the manner specified in this
paragraph within sixty days of the earliest dated consent so delivered.

     If action is taken by consent of stockholders and in accordance with the
foregoing, there shall be filed with the records of the meetings of stockholders
the writing or writings comprising such consent.


                                       -2-



     If action is taken by less than unanimous consent of stockholders, prompt
notice of the taking of such action without a meeting shall be given to those
who have not consented in writing and a certificate signed and attested to by
the secretary that such notice was given shall be filed with the records of the
meetings of stockholders.

     In the event that the action which is consented to is such as would have
required the filing of a certificate under any provision of the General
Corporation Law of the State of Delaware, if such action had been voted upon by
the stockholders at a meeting thereof, the certificate filed under such
provision shall state, in lieu of any statement required by such provision
concerning a vote of stockholders, that written consent has been given under
Section 228 of said General Corporation Law and that written notice has been
given as provided in such Section 228.

     2.8. Proxy Representation. Every stockholder may authorize another person
or persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether by waiving notice of any meeting, objecting to
or voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by his
attorney-in-fact. No proxy shall be voted or acted upon after three years from
its date unless such proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and, if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally. The authorization of a proxy may but need
not be limited to specified action, provided, however, that if a proxy limits
its authorization to a meeting or meetings of stockholders, unless otherwise
specifically provided such proxy shall entitle the holder thereof to vote at any
adjourned session but shall not be valid after the final adjournment thereof.

     2.9. Inspectors. The directors or the person presiding at the meeting may,
and shall if required by applicable law, appoint one or more inspectors of
election and any substitute inspectors to act at the meeting or any adjournment
thereof. Each inspector, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting, the inspectors shall make a report in
writing of any challenge, question or matter determined by them and execute a
certificate of any fact found by them.

     2.10. List of Stockholders. The secretary shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at such meeting, arranged in alphabetical order
and showing the address of each stockholder and the number of shares registered
in his name. The stock ledger shall be the only evidence as to who are
stockholders entitled to examine such list or to vote in person or by proxy at
such meeting.


                                       -3-



                          Section 3. BOARD OF DIRECTORS

     3.1. Number. The corporation shall have one or more directors, the number
shall be consistent with applicable law and shall be determined from time to
time by vote of a majority of the directors then in office. No director need be
a stockholder.

     3.2. Tenure. Each director shall hold office until the next annual meeting
and until his successor is elected and qualified, or until he sooner dies,
resigns, is removed or becomes disqualified.

     3.3. Powers. The business and affairs of the corporation shall be managed
by or under the direction of the board of directors who shall have and may
exercise all the powers of the corporation and do all such lawful acts and
things as are not by law, the certificate of incorporation or these by-laws
directed or required to be exercised or done by the stockholders.

     3.4. Vacancies. Vacancies and any newly created directorships resulting
from any increase in the number of directors may be filled by vote of the
holders of the particular class or series of stock entitled to elect such
director at a meeting called for the purpose, or by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director, in
each case elected by the particular class or series of stock entitled to elect
such directors. When one or more directors shall resign from the board,
effective at a future date, a majority of the directors then in office,
including those who have resigned, who were elected by the particular class or
series of stock entitled to elect such resigning director or directors shall
have power to fill such vacancy or vacancies, the vote or action by writing
thereon to take effect when such resignation or resignations shall become
effective. The directors shall have and may exercise all their powers
notwithstanding the existence of one or more vacancies in their number, subject
to any requirements of law or of the certificate of incorporation or of these
by-laws as to the number of directors required for a quorum or for any vote or
other actions.

     3.5. Committees. The board of directors may, by vote of a majority of the
whole board, (a) designate, change the membership of or terminate the existence
of any committee or committees, each committee to consist of one or more of the
directors; (b) designate one or more directors as alternate members of any such
committee who may replace any absent or disqualified member at any meeting of
the committee; and (c) determine the extent to which each such committee shall
have and may exercise the powers of the board of directors in the management of
the business and affairs of the corporation, including the power to authorize
the seal of the corporation to be affixed to all papers which require it and the
power and authority to declare dividends or to authorize the issuance of stock;
excepting, however, such powers which by law, by the certificate of
incorporation or by these by-laws they are prohibited from so delegating. In the
absence or disqualification of any member of such committee and his alternate,
if any, the member or members thereof present at any meeting and not
disqualified from voting, whether or not constituting a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in the
place of any such absent or disqualified member. Except as the board of
directors may otherwise determine, any committee may make rules for the conduct
of its business, but unless otherwise provided by the board or such rules, its
business shall be conducted as nearly as may be in the same manner as is
provided by these by-laws for the conduct of business by the board of directors.
Each committee shall keep regular minutes of its meetings and report the same to
the board of directors upon request.

     3.6. Regular Meetings. Regular meetings of the board of directors may be
held without call or notice at such places within or without the State of
Delaware and at such times as the board may from


                                       -4-



time to time determine, provided that notice of the first regular meeting
following any such determination shall be given to absent directors. A regular
meeting of the directors may be held without call or notice immediately after
and at the same place as the annual meeting of stockholders.

     3.7. Special Meetings. Special meetings of the board of directors may be
held at any time and at any place within or without the state of incorporation
designated in the notice of the meeting, when called by the chairman of the
board, if any, the president, or by one-third or more in number of the
directors, reasonable notice thereof being given to each director by the
secretary or by the chairman of the board, if any, the president or any one of
the directors calling the meeting.

     3.8. Notice. It shall be reasonable and sufficient notice to a director to
send notice by mail or overnight courier at least forty-eight hours or by
telegram at least twenty-four hours before the meeting addressed to him at his
usual or last known business or residence address or to give notice to him in
person or by telephone at least twenty-four hours before the meeting. Notice of
a meeting need not be given to any director if a written waiver of notice,
executed by him before or after the meeting, is filed with the records of the
meeting, or to any director who attends the meeting without protesting prior
thereto or at its commencement the lack of notice to him. Neither notice of a
meeting nor a waiver of a notice need specify the purposes of the meeting.

     3.9. Quorum. Except as may be otherwise provided by law, by the certificate
of incorporation or by these by-laws, at any meeting of the directors a majority
of the directors then in office shall constitute a quorum; a quorum shall not in
any case be less than one-third of the total number of directors constituting
the whole board. Any meeting may be adjourned from time to time by a majority of
the votes cast upon the question, whether or not a quorum is present, and the
meeting may be held as adjourned without further notice.

     3.10. Action by Vote. Except as may be otherwise provided by law, by the
certificate of incorporation or by these by-laws, when a quorum is present at
any meeting the vote of a majority of the directors present shall be the act of
the board of directors.

     3.11. Action Without a Meeting. Any action required or permitted to be
taken at any meeting of the board of directors or a committee thereof may be
taken without a meeting if all the members of the board or of such committee, as
the case may be, consent thereto in writing, and such writing or writings are
filed with the records of the meetings of the board or of such committee. Such
consent shall be treated for all purposes as the act of the board or of such
committee, as the case may be.

     3.12. Participation in Meetings by Conference Telephone. Members of the
board of directors, or any committee designated by such board, may participate
in a meeting of such board or committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other or by any other means permitted by law. Such
participation shall constitute presence in person at such meeting.

     3.13. Compensation. In the discretion of the board of directors, each
director may be paid such fees for his services as director and be reimbursed
for his reasonable expenses incurred in the performance of his duties as
director as the board of directors from time to time may determine. Nothing
contained in this section shall be construed to preclude any director from
serving the corporation in any other capacity and receiving reasonable
compensation therefor.

     3.14. Interested Directors and Officers.


                                       -5-



     (a) No contract or transaction between the corporation and one or more of
its directors or officers, or between the corporation and any other corporation,
partnership, association, or other organization in which one or more of the
corporation's directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the board or committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purpose, if:

          (1) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the board of directors
or the committee, and the board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or

          (2) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or

          (3) The contract or transaction is fair as to the corporation as of
the time it is authorized, approved or ratified, by the board of directors, a
committee thereof, or the stockholders.

     (b) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or of a committee
which authorizes the contract or transaction.

                         Section 4. OFFICERS AND AGENTS

     4.1. Enumeration; Qualification. The officers of the corporation shall be a
president, a treasurer, a secretary and such other officers, if any, as the
board of directors from time to time may in its discretion elect or appoint
including without limitation a chairman of the board, one or more vice
presidents and a controller. The corporation may also have such agents, if any,
as the board of directors from time to time may in its discretion choose. Any
officer may be but none need be a director or stockholder. Any two or more
offices may be held by the same person. Any officer may be required by the board
of directors to secure the faithful performance of his duties to the corporation
by giving bond in such amount and with sureties or otherwise as the board of
directors may determine.

     4.2. Powers. Subject to law, to the certificate of incorporation and to the
other provisions of these by-laws, each officer shall have, in addition to the
duties and powers herein set forth, such duties and powers as are commonly
incident to his office and such additional duties and powers as the board of
directors may from time to time designate.

     4.3. Election. The officers may be elected by the board of directors at
their first meeting following the annual meeting of the stockholders or at any
other time. At any time or from time to time the directors may delegate to any
officer their power to elect or appoint any other officer or any agents.

     4.4. Tenure. Each officer shall hold office until his respective successor
is chosen and qualified unless a shorter period shall have been specified by the
terms of his election or appointment, or in each case until he sooner dies,
resigns, is removed or becomes disqualified. Each agent shall retain his
authority at the pleasure of the directors, or the officer by whom he was
appointed or by the officer who then holds agent appointive power.


                                       -6-



     4.5. Chairman of the Board of Directors, President and Vice President. The
chairman of the board, if any, shall have such duties and powers as shall be
designated from time to time by the board of directors. Unless the board of
directors otherwise specifies, the chairman of the board, or if there is none
the chief executive officer, shall preside, or designate the person who shall
preside, at all meetings of the stockholders and of the board of directors.

     Unless the board of directors otherwise specifies, the president shall be
the chief executive officer and shall have direct charge of all business
operations of the corporation and, subject to the control of the directors,
shall have general charge and supervision of the business of the corporation.

     Any vice presidents shall have such duties and powers as shall be set forth
in these by-laws or as shall be designated from time to time by the board of
directors or by the president.

     4.6. Treasurer and Assistant Treasurers. Unless the board of directors
otherwise specifies, the treasurer shall be in charge of the corporation's funds
and valuable papers, and shall have such other duties and powers as may be
designated from time to time by the board of directors or by the president. If
no controller is elected, the treasurer shall, unless the board of directors
otherwise specifies, also have the duties and powers of the controller. Any
assistant treasurers shall have such duties and powers as shall be designated
from time to time by the board of directors, the president or the treasurer.

     4.7. Controller and Assistant Controllers. If a controller is elected, he
shall, unless the board of directors otherwise specifies, be in charge of its
books of account and accounting records, and of its accounting procedures. He
shall have such other duties and powers as may be designated from time to time
by the board of directors, the president or the treasurer. Any assistant
controller shall have such duties and powers as shall be designated from time to
time by the board of directors, the president, the treasurer or the controller.

     4.8. Secretary and Assistant Secretaries. The secretary shall record all
proceedings of the stockholders, of the board of directors and of committees of
the board of directors in a book or series of books to be kept therefor and
shall file therein all actions by written consent of stockholders or directors.
In the absence of the secretary from any meeting, an assistant secretary, or if
there be none or he is absent, a temporary secretary chosen at the meeting,
shall record the proceedings thereof. Unless a transfer agent has been appointed
the secretary shall keep or cause to be kept the stock and transfer records of
the corporation, which shall contain the names and record addresses of all
stockholders and the number of shares registered in the name of each
stockholder. He shall have such other duties and powers as may from time to time
be designated by the board of directors or the president. Any assistant
secretaries shall have such duties and powers as shall be designated from time
to time by the board of directors, the president or the secretary.


                                       -7-



                      Section 5. RESIGNATIONS AND REMOVALS

     5.1. Any director or officer may resign at any time by delivering his
resignation in writing to the chairman of the board, if any, the president, or
the secretary or to a meeting of the board of directors. Such resignation shall
be effective upon receipt unless specified to be effective at some other time,
and without in either case the necessity of its being accepted unless the
resignation shall so state. A director (including persons elected by
stockholders or directors to fill vacancies in the board) may be removed from
office with or without cause by the vote of the holders of a majority of the
issued and outstanding shares of the particular class or series entitled to vote
in the election of such director. The board of directors may at any time remove
any officer either with or without cause. The board of directors may at any time
terminate or modify the authority of any agent.

                              Section 6. VACANCIES

     6.1. If the office of the president or the treasurer or the secretary
becomes vacant, the directors may elect a successor by vote of a majority of the
directors then in office. If the office of any other officer becomes vacant, any
person or body empowered to elect or appoint that officer may choose a
successor. Each such successor shall hold office for the unexpired term, and in
the case of the president, the treasurer and the secretary until his successor
is chosen and qualified or in each case until he sooner dies, resigns, is
removed or becomes disqualified. Any vacancy of a directorship shall be filled
as specified in Section 3.4 of these by-laws.

                            Section 7. CAPITAL STOCK

     7.1. Stock Certificates. Each stockholder shall be entitled to a
certificate stating the number and the class and the designation of the series,
if any, of the shares held by him, in such form as shall, in conformity to law,
the certificate of incorporation and the by-laws, be prescribed from time to
time by the board of directors. Such certificate shall be signed by the chairman
or vice chairman of the board, or the president or a vice president and by the
treasurer or an assistant treasurer or by the secretary or an assistant
secretary. Any of or all the signatures on the certificate may be a facsimile.
In case an officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed on such certificate shall have ceased to be
such officer, transfer agent, or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such
officer, transfer agent, or registrar at the time of its issue.

     7.2. Loss of Certificates. In the case of the alleged theft, loss,
destruction or mutilation of a certificate of stock, a duplicate certificate may
be issued in place thereof, upon such terms, including receipt of a bond
sufficient to indemnify the corporation against any claim on account thereof, as
the board of directors may prescribe.

                     Section 8. TRANSFER OF SHARES OF STOCK

     8.1. Transfer on Books. Subject to the restrictions, if any, stated or
noted on the stock certificate, shares of stock may be transferred on the books
of the corporation by the surrender to the corporation or its transfer agent of
the certificate therefor properly endorsed or accompanied by a written
assignment and power of attorney properly executed, with necessary transfer
stamps affixed, and with such proof of the authenticity of signature as the
board of directors or the transfer agent of the corporation may reasonably
require. Except as may be otherwise required by law, by the certificate of


                                      -8-



incorporation or by these by-laws, the corporation shall be entitled to treat
the record holder of stock as shown on its books as the owner of such stock for
all purposes, including the payment of dividends and the right to receive notice
and to vote or to give any consent with respect thereto and to be held liable
for such calls and assessments, if any, as may lawfully be made thereon,
regardless of any transfer, pledge or other disposition of such stock until the
shares have been properly transferred on the books of the corporation.

     It shall be the duty of each stockholder to notify the corporation of his
post office address.

     8.2. Record Date. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the board of directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the board of directors, and which record date shall
not be more than sixty nor less than ten days before the date of such meeting.
If no such record date is fixed by the board of directors, the record date for
determining the stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the board of directors may fix a new record date for the adjourned meeting.

     In order that the corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the board of directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the board of directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the board of directors. If no
such record date has been fixed by the board of directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the board of directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation by delivery to its registered office in the state of incorporation
hand or certified or registered mail, return receipt requested, to its principal
place of business or to an officer or agent of the corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. If no
record date has been fixed by the board of directors and prior action by the
board of directors is required by applicable law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
board of directors adopts the resolution taking such prior action.

     In order that the corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or to exercise any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the board of directors may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be not
more than sixty days prior to such payment, exercise or other action. If no such
record date is fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.

                            Section 9. CORPORATE SEAL


                                       -9-



     9.1. Subject to alteration by the directors, the seal of the corporation
shall consist of a flat-faced circular die with the word "Delaware" and the name
of the corporation cut or engraved thereon, together with such other words,
dates or images as may be approved from time to time by the directors.

                         Section 10. EXECUTION OF PAPERS

     10.1. Except as the board of directors may generally or in particular cases
authorize the execution thereof in some other manner, all deeds, leases,
transfers, contracts, bonds, notes, checks, drafts or other obligations made,
accepted or endorsed by the corporation shall be signed by the chairman of the
board, if any, the president, a vice president or the treasurer.

                             Section 11. FISCAL YEAR

     11.1. The fiscal year of the corporation shall end on the 31st of December.

                             Section 12. AMENDMENTS

     12.1. These by-laws may be adopted, amended or repealed by vote of a
majority of the directors then in office or by vote of a majority of the stock
outstanding and entitled to vote. Any by-law, whether adopted, amended or
repealed by the stockholders or directors, may be amended or reinstated by the
stockholders or the directors.


                                      -10-

EX-3.128

                                                                   Exhibit 3.128

(Profit Domestic Corporation)

ARTICLES OF INCORPORATION

These Articles of Incorporation are signed by the incorporator(s) for the
purpose of forming a profit corporation pursuant to the provisions of Act 284,
Public Acts of 1972, as amended, as follows:

ARTICLE I.

The name of the corporation is PARAMED, INC.

ARTICLE II.

The purpose or purposes for which the corporation is organized is to engage in
any activity within the purposes for which corporations may be organized under
the Business Corporation Act of Michigan.

To maintain and operate Emergency Medical Service operations, to consult with
other organizations, both governmental and private, on Emergency Medical Service
operations; to buy, sell, lease and deal in motors, automobiles and other
appliances connected to and in the operation of an Emergency Medical Service. To
do generally all and every other thing necessary and incident to the business of
an Emergency Medical Service or necessary and incident to the enjoyment of the
powers and privileges herein granted.

ARTICLE III.

The total authorized capital stock is:

(1)   Preferred shs. _____________   Par value $___________________
      Common shs. 50,000             Par value $1.00                per share

and/or shs. of (2)   Preferred _____________
                     Common ________________   no par value. (See part 3 of
                                               Instructions)

(3) A statement of all or any of the relative rights, preferences and
limitations of the shares of each class is as follows:

ARTICLE IV.

(1) The address of the initial registered office is: (See part 4 of
Instructions)

9015 Glasgow, Union Lake,   Michigan         48085
(No. and Street)            (Town or City)   (Zip Code)

(2) The mailing address of the initial registered office is (need not be
completed unless different from the above address - See part 4 of Instructions)
SAME

Michigan.          ______________   __________
(No. and Street)   (Town or City)   (Zip Code)

(3) The name of the initial resident agent at the registered office is:
John K. Eschbach, Jr.



ARTICLE V.

The name(s) and address(es) of the incorporator(s) are as follows:



Name                    Residence or Business Address
- ----                    -----------------------------
                     
John K. Eschbach, Jr.   115 S. Connecticut Royal Oak, Mich. 48067
Glenford Seelbinder     4607 Fairmont      Troy, Mich. 48098
Frank Rudlaff, III      9015 Glasgow       Union Lake, Mich. 48085
Floyd Miles, Jr.        21 Whittemore      Pontiac, Mich. 48058


ARTICLE VII.

(Here insert any desired additional provisions authorized by the Act)

I (We), the incorporator(s), sign my (our) name(s) this 25th day of August,
1976


/s/ John K. Eschbach, Jr.
- -------------------------------------


/s/ Glenford Sealbinder
- -------------------------------------


/s/ Frank Rudlaff, III
- -------------------------------------


/s/ Floyd Miles, Jr.
- -------------------------------------

(See Instructions on Reverse Side)


                                       2



GOLD SEAL APPEARS ONLY ON ORIGINAL

C&S 113 (Rev. 10-70) (For Use by Domestic and Foreign Corporations)

CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT

Please Read Carefully Instructions on Back of this Form

This certificate is executed in accordance with the provisions of Section 242 of
Act 284, Public Acts of 1972, as amended, as follows:

1. The name of the corporation is PARAMED, INC.

2. The address of its former registered office is: (See instructions on reverse
side)

9015 Glasgow, Union Lake,   Michigan         48085
(No. and Street)            (Town or City)   (Zip Code)

The mailing address of its former registered office is: (Need not be completed
unless different from the above address)

Michigan

3. (The following is to be completed if the address of the registered office is
changed.)

The address of the registered office is changed to:

2800 Woodward Ave., Bloomfield Hills,   Michigan         48013
(No. and Street)                        (Town or City)   (Zip Code)

The mailing address of the registered office is changed to: (Need not be
completed unless different from the above address)

Michigan

4. The name of the former resident agent is John K. Eschbach, Jr.

5. (The following is to be completed if the resident agent is changed.)

The name of the successor resident agent is _____________________________

6. The corporation further states that the address of its registered office and
the address of the business office of its resident agent, as changed, are
identical.

7. The changes designated above were authorized by resolution duly adopted by
its board of directors.

Signed this 8th day of March, 1978


                                        BY: /s/ John K. Eschbach Jr. Pres.
                                            ------------------------------------
                                            (Signature of President,
                                            Vice President, Chairman or
                                            Vice-Chairman)

                                            JOHN K. ESCHBACH JR. PRESIDENT
                                            (Type or Print Name and Title)

                                            (See Instructions on Reverse Side)


                                       3



MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU

(See Instructions on Reverse Side)

Domestic Corporation into Domestic Corporation

NOTE: This form is prepared for use upon the merger of two domestic
corporations. (If more than two corporations are involved, change this form
accordingly.)

                            CERTIFICATE OF MERGER OF
                             FLEET AMBULANCE COMPANY
                            (a Michigan corporation)
                INSERT CORPORATION IDENTIFICATION NUMBER 247-704
                                      INTO
                                  PARAMED, INC.
                            (a Michigan corporation)
                INSERT CORPORATION IDENTIFICATION NUMBER 197-829

Pursuant to the provisions of Sections 701 to 707, Act 284, Public Acts of 1972,
as amended, the undersigned corporations execute the following certificate of
merger:

ARTICLE ONE.

The PLAN OF MERGER is as follows:

FIRST: (a) The name of each constituent corporation is as follows:

Fleet Ambulance Company; Paramed, Inc.

(b) The name of the surviving corporation is PARAMED, INC.

SECOND: As to each constituent corporation, the designation and number of
outstanding shares of each class and series and the voting rights thereof are as
follows:

Name of corporation
Designation and number of shares in each class or series outstanding
Indicate class or series of shares entitled to vote
Indicate class or series entitled to vote as a class

                                      
FLEET AMBULANCE CO.   Common-10,000   Common   None
PARAMED, INC.         Common-   750   Common   None



(If number of shares is subject to change prior to effective date, state manner
in which such change may occur.)


                                       4


                                                                    Exhibit 3.81

ARTICLE ONE. (cont.)

THIRD: The terms and conditions of the proposed merger, including the manner and
basis of converting the shares of each constituent corporation into shares,
bonds or other securities of the surviving corporation, or into cash or other
consideration are as follows: All shares of FLEET AMBULANCE COMPANY will be
cancelled. No shares of PARAMED, INC. will be issued or exchanged for any shares
of FLEET AMBULANCE COMPANY.

FOURTH: (A statement of any amendment to the articles of incorporation of the
surviving corporation to be effected by the merger.) The Articles of
Incorporation of the surviving corporation (PARAMED, INC.) will not be amended
or otherwise affected by the merger.

FIFTH: (A statement of other provisions with respect to the merger.)

ARTICLE TWO.

(Use Alternative A, and delete Alternative B, if Plan of Merger was approved by
the shareholders of each constituent corporation)

(Use Alternative B, and delete Alternative A, if pursuant to Section 704 the
merger was authorized without requiring approval of the shareholders of the
surviving corporation.)

Alternative A.

The plan of merger was adopted by the board of directors of each constituent
corporation and approved by the shareholders of said corporations in accordance
with Sections 701 to 704.

ARTICLE THREE.

ARTICLE FOUR.

Signed this 1st day of January, 1984.

PARAMED, INC.


/s/ John K. Eschbach Jr. PRES
- ---------------------------------------------
(Signature of Chairperson or Vice-Chairperson
or the President or Vice-President)

By: (Name of surviving Corporation)

John K. Eschbach, Jr., President
((Type or Print Name and Title)


FLEET AMBULANCE COMPANY


By: /s/ Floyd P. Miles, Jr.
    -----------------------------------------
(Signature of Chairperson or Vice Chairperson
or the President or Vice-President)

Floyd P. Miles, Jr., President
(Type or Print Name and Title)


                                       5



DOCUMENT WILL RE RETURNED TO NAME AND MAILING ADDRESS INDICATED IN THE BOX
BELOW. Include name, street and number (or P.O. box), city, state and zip code.

                       
OEHMKE LEGAL ASSOCIATES   Telephone: ________________
639 Beaubien              Area Code: 313
Detroit, MI 48226         Number 963-3525



INFORMATION AND INSTRUCTIONS
Certificate of Merger

1. Submit one original copy of the Certificate of Merger. Upon the filing, a
microfilm copy will be prepared for the records in the Corporation and
Securities Bureau. The original copy of the document will be returned as
evidence of the filing.

Since the corporate documents are microfilmed for the Bureau's files, it is
imperative that the document submitted for filing be legible so that a usable
microfilm can be obtained. Corporate documents with poor black and white
contrast will be rejected.

2. This form may be used for merger of two or more domestic corporations
pursuant to the provisions of Section 701 to 707, Act 284, Public Acts of 1972,
as amended.

3. The Certificate must be signed in ink by the chairperson or vice-chairperson
of the board, or the president or vice-president of each corporation.

4. Filing Fee: $550.00 (Make remittance payable to State of Michigan)

5. Mail form and fee to:

Michigan Department of Commerce
Corporation and Securities Bureau
Corporation Division
P.O. Box 30054
Lansing, Michigan 48909
Tel. (517) 373-0493


                                       6



                             FLEET AMBULANCE COMPANY

                          AGREEMENT AND PLAN OF MERGER
                               WITH PARAMED, INC.

The undersigned corporations, pursuant to Sections 450.701-450.771 of the
Statutes of Michigan, and in consideration of the mutual agreements hereinafter
set forth, do hereby execute and adopt the following Agreement and Plan of
Merger:

ARTICLE I
NAMES AND IDENTITIES OF CORPORATIONS PROPOSING TO MERGE

1. Names, Dates of Incorporation. The names of the Corporations proposing to
merge are: (1) FLEET AMBULANCE COMPANY (called "FLEET"); and (2) PARAMED, INC.
(called "PARAMED").

FLEET was organized under the laws of the State of Michigan by Articles of
Incorporation filed in the Office of the Secretary of State of the State of
Michigan on 18 December 1981.

PARAMED was organized under the laws of the State of Michigan by Articles of
Incorporation filed in the Office of the Secretary of State of the State of
Michigan on 17 September 1976.

2. Name of Corporation into which FLEET shall Merge. The name of the Corporation
into which FLEET will merge is PARAMED, INC. On the effective date of the
merger, 1 January 1984, for accounting purposes the name of the surviving
corporation shall be "PARAMED, INC."

ARTICLE II
PLAN OF MERGER

1. Surviving Corporation. On the effective date of merger, FLEET shall merge
with and into PARAMED, as now constituted and existing, and PARAMED shall be the
surviving corporation. The separate existence of FLEET AMBULANCE COMPANY shall
thereupon cease.


                                       7



2. Corporate Structure, Powers, Rights and Property of PARAMED on the Effective
Date of Merger. On the effective date of merger:

(a) The present Articles of incorporation of PARAMED shall remain the Articles
of Incorporation of PARAMED;

(b) The Bylaws of PARAMED in effect on the date of execution of this agreement
shall remain the Bylaws of PARAMED;

(c) The address of the registered office of PARAMED small remain 2800 North
Woodward, Bloomfield Hills, Michigan;

(d) The purposes and nature of the business to be transacted by PARAMED shall
remain as set forth in its Articles of Incorporation;

(e) The total amount of capital stock which PARAMED shall be authorized to
issue, the number of shares into which the stock is to be divided, the par value
of the shares, and the terms, rights and voting powers of the stock shall remain
as set forth in its Articles of Incorporation;

(f) The Board of Directors and officers of PARAMED shall consist of those
persons who are directors and officers of PARAMED on 31 December 1983 (such
persons to hold office thereafter until their respective successors are elected
and shall qualify), to wit:

DIRECTOR/PRESIDENT: John K. Eschbach, Jr.
DIRECTOR/TREASURER: Floyd P. Miles, Jr.
DIRECTOR/SECRETARY: F. Richard Rudlaff, III

(g) PARAMED shall possess all of the rights, privileges and franchises of every
kind and nature possessed by FLEET on 31 December 1983.


                                       8



(h) All of the property of whatever kind and nature and wherever situated of
both parties and all debts due on whatever account to either of them, including
subscriptions for shares or any choses in action belonging to either of them,
shall be taken and be deemed to be transferred to and vested in PARAMED without
further act or deed.

3. Cancellation of FLEET Shares. The shares of FLEET shall not be converted into
shares of PARAMED but shall be cancelled and the authorized capital stock of
PARAMED shall not be changed, but shall be and remain the same as before the
merger and consolidation.

ARTICLE III
RIGHTS OF DISSENTING SHAREHOLDERS

Notwithstanding anything contained to the contrary in this Agreement and Plan of
Merger, any holder of Common Stock of either corporation who dissents to the
merger set forth herein, in strict compliance with the procedure set forth in
Section 450.761-450.771 of the statutes of the State of Michigan, whichever is
applicable, shall be entitled to receive cash for the value of his shares as
determined in accordance with said sections.

ARTICLE IV
EFFECTIVE DATE OF MERGER

This Agreement and Plan of Berger shall be submitted to the shareholders of
FLEET in the manner provided by Sections 450.703-450.704 of the statutes of the
State of Michigan. The merger contemplated hereunder shall take effect upon the
resolution of a


                                       9



majority of the shareholders of FLEET (as required by M.C.L. 450.1703(2)) and
upon the execution and certification, filing and recording of such documents,
and the performance of such other acts, as shall be required for the
accomplishment of such merger under the laws of the State of Michigan. The
effective date of merger of the two corporations shall be 1 January 1984. (for
accounting purposes only)

ARTICLE V
REGULATORY APPROVALS

The merger contemplated by this Agreement and Plan of Merger shall be subject to
the approval, authorization and consent of all regulatory agencies having
jurisdiction in the premises.

ARTICLE VI
AFFIRMATIVE COVENANTS

It is covenanted and agreed that on and from the effective date of merger:

(1) PARAMED may be sued in the State of Michigan for any obligations of FLEET
incurred prior to the date of merger and for any obligation incurred thereafter
by PARAMED so long as any liability remains outstanding against FLEET in the
State of Michigan, and the Secretary of State of Michigan is hereby irrevocably
appointed as the agent of PARAMED to accept service of process in any action for
the enforcement of any such obligation; and

(2) PARAMED shall be responsible for all the liabilities and obligations of both
corporations, in the same manner as if PARAMED had itself incurred such
liabilities or obligations; but the liabilities of FLEET and PARAMED or of their
shareholders,


                                       10



directors or officers, shall not be affected, nor shall the rights of the
creditors thereof or any persons dealing with such corporations be impaired by
the merger, and any claim existing or action or proceeding pending by or against
any such corporations may be prosecuted to judgement as if the merger had not
taken place or PARAMED may be proceeded against or substituted in place of
FLEET;

(3) Anything herein or elsewhere to the contrary notwithstanding, the terms of
this Agreement and Plan of Merger shall in no respect impair FLEET'S guaranty of
the debt which PARAMED owes to Glenford and Shirley Seelbinder for PARAMED's
purchase of the Seelbinder's shares of SUBURBAN AMBULANCE SERVICE, INC.

ARTICLE VII
CAPITAL STOCK OF FLEET AND PARAMED

The number of shares of FLEET and PARAMED authorized, issued and outstanding are
as follows:

FLEET AMBULANCE COMPANY. 10,000 shares authorized, issued and outstanding at
$1.00 par value.

PARAMED, INC. 50,000 shares authorized at $1.00 par value, 750 shares issued and
outstanding.

The shares of FLEET shall not be converted into shares of PARAMED, but shall be
cancelled on the effective date of merger, 1 January 1984; the authorized
capital stock of PARAMED shall not be changed, but shall be and remain the same
as before the merger and consolidation.

ARTICLE VIII
COVENANT OF FURTHER ASSURANCE BY FLEET

FLEET agrees from time to time, when requested by PARAMED,


                                       11



to execute and deliver such deeds and other instruments and take such other
action as PARAMED shall deem necessary or convenient in order to vest or confirm
in PARAMED title to any property of FLEET acquired or to be acquired as a result
of this merger, and otherwise to carry out the intent and purpose of this
Agreement and Plan of Merger, and the officers and directors of PARAMED are
authorized to take any and all such action on and after the effective date of
merger in the name of FLEET.

ARTICLE IX
TERMINATION OF AGREEMENT

This Agreement and Plan of Merger may be terminated at any time before 1 January
1984 by a majority vote of the Board of Directors of either party. In the event
of such termination, this Agreement and Plan of Merger shall be without further
effect, and there shall be no liability on the part of either party hereto or
its respective Board of Directors or shareholders.

ARTICLE X
COUNTERPARTS

For the convenience of the parties and to facilitate the filing and recording of
this Agreement and Plan of Merger, any number of counterparts may be executed,
and each such executed counterpart shall be deemed to be an original instrument.

IN WITNESS WHEREOF, the parties hereto have caused this

Agreement and Plan of Merger to be executed as of the 1st day of January 1984.

FLEET AMBULANCE COMPANY                 PARAMED, INC.


BY: /s/ Floyd P. Miles, Jr              /s/ John K. Eschbach, Jr.
    ---------------------------------   ----------------------------------------
    Floyd P. Miles, Jr.                 John K. Eschbach, Jr.
    President                           President


                                       12



                                  CERTIFICATION

I, F. Richard Rudlaff, III, Secretary of FLEET AMBULANCE COMPANY, certify that:

(1) The foregoing Agreement and Plan of Merger was submitted to the holders of
the capital stock of FLEET AMBULANCE COMPANY at a meeting of the shareholders
duly called for the purpose of considering the approval and adoption of said
Agreement and Plan of Merger and duly held at the office of said Corporation at
2800 North Woodward, Bloomfield Hills, Michigan on the 30th day of December
1983, at 2:00 P.M.

(2) At said meeting the number of shares outstanding and authorized to vote on
the approval and adoption of said Agreement and Plan of Merger were as follows:

                      10,000 shares authorized and issued.

(3) The total number of shares voted for (being all of the outstanding shares of
the Corporation entitled to vote thereon) and against the approval and adoption
of said Agreement and Plan of Merger, respectively, are as follows:

TOTAL VOTES FOR: 10,000
TOTAL VOTES AGAINST: 0

None of the shareholders elected to exercise any right of dissent to the merger.


                                       13



IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of FLEET
AMBULANCE COMPANY, this 30th day of December, 1983.


/s/ F. Richard Rudlaff, III             Affix
- -------------------------------------   Corporate
F. Richard Rudlaff, III                 Seal
Secretary of FLEET AMBULANCE COMPANY
CERTIFICATION

I, F. Richard Rudlaff, III, Secretary of PARAMED, INC., certify that:

(1) The foregoing Agreement and Plan of Merger was submitted to the holders of
the capital stock of PARAMED, INC. at a meeting of the shareholders duly called
for the purpose of considering the approval and adoption of said Agreement and
Plan of Merger and duly held at the office of said Corporation at 2800 North
Woodward, Bloomfield Hills, MI on the 30th day of December 1983, at 2:00 P.M.

(2) At said meeting the number of shares outstanding and authorized to vote on
the approval and adoption of said Agreement and Plan of Merger were as follows:

50,000 shares authorized
750 shares issued

(3) The total number of shares voted for (being all of the outstanding shares of
the Corporation entitled to vote thereon) and against the approval and adoption
of said Agreement and Plan of Merger, respectively, are as follows:

TOTAL VOTES FOR: 750
TOTAL VOTES AGAINST: 0

None of the shareholders elected to exercise any right of dissent to the merger.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of PARAMED,
INC., this 30th day of December, 1983.


/s/ F. Richard Rudlaff, III             Affix
- -------------------------------------   Corporate
F. Richard Rudlaff, III                 Seal
Secretary of PARAMED, INC.

The foregoing Agreement and Plan of Merger of FLEET AMBULANCE COMPANY and
PARAMED, INC., having been duly adopted by the shareholders of each of the
corporations, as evidenced by the foregoing certificates of the Secretary of
FLEET AMBULANCE COMPANY, a Michigan Corporation, and the Secretary of PARAMED,
INC., a Michigan Corporation, and all approvals, authorizations, and consents of
all regulatory agencies having jurisdiction in the premises having been
received, we the duly authorized officers of said Corporations do hereby sign
said Agreement and Plan of Merger as such officers and in the names and on
behalf of said Corporations.


                                       14



Dated this 30th day of December, 1983.

FLEET AMBULANCE COMPANY                 PARAMED, INC.


By /s/ Floyd F. Miles, Jr.              By: /s/ John K. Eschbach, Jr.
   ----------------------------------       ------------------------------------
   Floyd F. Miles, Jr.                      John K. Eschbach, Jr.
   President                                President

1028/pln.mgr
GOLD SEAL APPEARS ONLY ON ORIGINAL


                                       15



(illegible) Please do not write in space below - for Department Use
MICHIGAN DEPARTMENT Of COMMERCE - CORPORATION AND SECURITIES BUREAU

(See Instructions on Reverse Side)

Domestic Corporation into Domestic Corporation

NOTE. This form is prepared for use upon the merger of two domestic
corporations. (If more than two corporations are involved, change this form
accordingly.)

CERTIFICATE OF MERGER
OF
SUBURBAN AMBULANCE SERVICE, INC.
(a Michigan corporation)

INSERT CORPORATION IDENTIFICATION NUMBER 139 - 502
INTO
PARAMED, INC.
(a Michigan corporation)
INSERT CORPORATION IDENTIFICATION NUMBER 197 - 829

Pursuant to the provisions of Sections 701 to 707, Act 284, Public Acts of 1972,
as amended, the undersigned corporations execute the following certificate of
merger:

ARTICLE ONE.

The PLAN OF MERGER is as follows:

FIRST: (a) The name of each constituent corporation is as follows: Suburban
Ambulance Service, Inc.; Paramed, Inc.

(b) The name of the surviving corporation is Paramed, Inc.

SECOND: As to each constituent corporation, the designation and number of
outstanding shares of each class and series and the voting rights thereof are as
follows:



                        Designation and
                       number of shares    Indicate class or    Indicate class or
                       in each class or     series of shares     series entitled
Name of corporation   series outstanding    entitled to vote   to vote as a class
- -------------------   ------------------   -----------------   ------------------
                                                      
Suburban Ambulance    Common 2,000         Common              None
PARAMED, INC.         Common   750         Common              None


(If number of shares is subject to change prior to effective date, state manner
in which such change may occur.)


                                       16



GOLD SEAL APPEARS ONLY ON ORIGINAL

ARTICLE ONE
(cont)

THIRD: The terms and conditions of the proposed merger, including the manner and
basis of converting the shares of each constituent corporation into shares,
bonds or other securities of the surviving corporation, or into cash or other
consideration are to follows:

SUBURBAN AMBULANCE SERVICE, INC. is a wholly owned subsidiary of PARAMED. INC.
All authorized, issued and outstanding shares of SUBURBAN AMBULANCE SERVICE,
INC. will be cancelled on the date of merger. No shares of PARAMED, INC. will be
issued or exchanged for any shares of SUBURBAN AMBULANCE SERVICE, INC.

FOURTH: (A statement of any amendment to the articles of incorporation of the
surviving corporation to be effected by the merger.

The Articles of Incorporation of the surviving corporation (PARAMED, INC.) will
not be amended or otherwise affected by the merger.

FIFTH: (A statement of other provisions with respect to the merger.)

GOLD SEAL APPEARS ONLY ON ORIGINAL


                                       17



ARTICLE TWO

Use Alternative A, and delete Alternative B, if Plan of Merger was approved by
the shareholders of each constituent corporation.

Use Alternative B, and delete Alternative A, if pursuant to Section 704 the
merger was authorized without requiring approval of the shareholders of the
surviving corporation.

Alternative A

The plan of merger vas adopted by the board of directors of each constituent
corporation and approved by the shareholders of said corporations in accordance
with Sections 701 to 704.

Signed this 1st day of January, 1984

PARAMED, INC.
(Name of surviving Corporation)


By /s/ John K. Eschbach, Jr. PRES
   ------------------------------------
   (Signature of Chairperson or
   Vice-Chairperson or the President or
   Vice-President)

John K. Eschbach, Jr., President
(Type or Print name and title)


SUBURBAN AMBULANCE SERVICE, INC.
(Name of Merged Corporation)


By /s/ F/ Richard Rudlaff, III
   ------------------------------------
   (Signature of Chairperson or
   Vice-Chairperson or the President or
   Vice-President)

F. Richard Rudlaff, III, President
(Type or print name and title)

GOLD SEAL APPEARS ONLY ON ORIGINAL


                                       18



DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS INDICATED IN THE BOX
BELOW. Include name, street and number (or P.O. box) city, state and zip code

OEHMKE LEGAL ASSOCIATES   Telephone
639 Beaubien              Area Code 313
Detroit, MI 48226         Number 963-3525

INFORMATION AND INSTRUCTIONS

Certificate of Merger

1. Submit one original copy of the Certificate of Merger. Upon the fIling, a
microfilm copy will be prepared for the records in the Corporation and
Securities Bureau. The original copy of the document will be returned as
evidence of the filing.

Since the corporate documents are microfilmed for the Bureau's files, it is
imperative that the document submitted for filing be legible so that a usable
microfilm can be obtained. Corporate documents with poor black and white
contrast will be rejected.

2. This form may be used for merger of two or more domestic corporations
pursuant to the provisions of Section 701 to 707. Act 284, Public Acts of 1972,
as amended.

3. The Certificate must be signed in ink by the chairperson or vice-chairperson
of the board, or the president or vice-president of each corporation.

4. Filing Fee: $50.00 (Make remittance payable to State of Michigan)

5. Mail form and fee to:

Michigan Department of Commerce
Corporation and Securities Bureau
Corporation Division
P.O. Box 30054
Lansing, Michigan 48909
Tel. (517) 373-0493


                                       19



SUBURBAN AMBULANCE SERVICE, INC.
AGREEMENT AND PLAN OF MERGER
WITH PARAMED, INC.

AGREEMENT made this 1st day of January, 1984 by and between PARAMED, INC., a
profit corporation incorporated under the laws of the State of Michigan,
hereinafter called "PARAMED", and SUBURBAN AMBULANCE SERVICE, INC., a profit
corporation incorporated under the laws of the State of Michigan, hereinafter
called "SUBURBAN".

WHEREAS, PARAMED owns all of the outstanding shares of stock of SUBURBAN and
both corporations are desirous of simplifying their business procedures,
bookkeeping and administrative structure and of eliminating duplicative
functions.

For and in consideration of the premises and the mutual covenants herein
contained, the parties hereby agree as follows:

I. SUBURBAN shall merge into and consolidate with PARAMED and upon the effective
date of such merger and consolidation, as hereinafter specified, SUBURBAN shall
cease to exist and shall no longer exercise its powers, privileges and
franchises subject to the laws of the State of Michigan, its state of
incorporation. PARAMED shall succeed to the property and assets of and exercise
all of the powers, privileges and franchises of SUBURBAN and shall assume and be
liable for all of the debts and liabilities, if any, of SUBURBAN.

II. This Agreement and Plan of Merger shall be submitted to the vote of the
stockholders of each of the said corporations as provided by law, specifically,
M.C.L. 450.1711, and subject to the approval of such stockholders, shall be and
become effective as of 12:01, 1 January 1984.

III. The number of shares of SUBURBAN and PARAMED issued and outstanding are as
follows:

PARAMED, INC. 50,000 shares authorized at $1.00 par value, 750 shares issued and
outstanding.

SUBURBAN AMBULANCE SERVICE, INC. 50,000 shares authorized at $1.00 par value,
2,000 shares issued and outstanding, all of which are owned by PARAMED, INC.

The shares of SUBURBAN shall not be converted into shares of PARAMED, but shall
be cancelled and the authorized capital stock of PARAMED shall not be changed,
but shall be and remain the same as before the merger and consolidation.

IV. The state of incorporation of PARAMED shall be and remain the State of
Michigan.

V. The officers and directors of PARAMED shall be the same officers and
directors in office as of 31 December 1983.


                                       20



VI. The name of the surviving corporation, upon the effective date of such
merger and consolidation, shall be "PARAMED, INC."

VII. All provisions of the existing Articles of Incorporation (on file with the
Corporations and Securities Bureau of the State of Michigan) and Bylaws of
PARAMED shall constitute the Articles of Incorporation and Bylaws of the
surviving corporation, PARAMED.

VIII. SUBURBAN and PARAMED shall take, or cause to be taken, all action, or do
or cause to be done, all things necessary, proper or advisable under the laws of
the State of Michigan, to consummate and make effective the merger and
consolidation subject, however, to the appropriate vote of the stockholders of
each of the said corporations as provided by Law.

IX. PARAMED shall file with the Michigan Corporations and Securities Bureau a
properly executed Certificate of Merger, and shall file Restated Articles of
Incorporation and all other documents required by the State of Michigan.

This Agreement and Plan of Merger has been duly authorized by the respective
Boards of Directors of PARAMED and SUBURBAN (in accordance with the laws of the
State of Michigan) and is signed and sealed by the duly authorized officers of
each such corporation on the day and year first above written.

SUBURBAN AMBULANCE SERVICE, INC.        PARAMED, INC.


BY: /s/ F. Richard Rudlaff, III         By /s/ John K. Eschbach, Jr.
    ---------------------------------      -------------------------------------
    F. Richard Rudlaff, III                John K. Eschbach, Jr.
    President                              President

CERTIFICATION

I, Floyd P. Miles, Jr., Acting Secretary of SUBURBAN AMBULANCE SERVICE, INC.,
certify that:

(1) The foregoing Agreement and Plan of merger was submitted to the holders of
the capital stock of SUBURBAN AMBULANCE SERVICE, INC. at a meeting of the
shareholders duly called for the purpose of considering the approval and
adoption of said Agreement and Plan of Merger and duly held at the office of
said Corporation at 2800 North Woodward, Bloomfield Hills, Michigan on the 30th
day of December 1983, at 2:00 P.M.

(2) At said meeting the number of shares outstanding and authorized to vote on
the approval and adoption of said Agreement and Plan of Merger were as follows:

10,000 shares authorized.
2,000 shares issues and outstanding.


                                       21



(3) The total number of shares voted for (being all of the outstanding shares of
the Corporation entitled to vote thereon) and against the approval and adoption
of said Agreement and Plan of Merger, respectively, are as follows:

TOTAL VOTES FOR: 2,000
TOTAL VOTES AGAINST: 0

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of SUBURBAN
AMBULANCE SERVICE, INC., this 30th day of December 1983.


/s/ Floyd P. Miles, Jr.
- -------------------------------------
Floyd P. Miles, Jr.
Acting Secretary of
SUBURBAN AMBULANCE SERVICE, INC.

CERTIFICATION

I, F. Richard Rudlaff, III, Secretary of PARAMED, INC., certify that:

(1) The foregoing Agreement and Plan of merger was submitted to the holders of
the capital stock of PARAMED, INC. at a meeting of the shareholders duly called
for the purpose of considering the approval and adoption of said Agreement and
Plan of Merger and duly held at the office of said Corporation at 2800 North
Woodward, Bloomfield Hills, Michigan on the 30th day of December 1983, at 2:00
P.M.

(2) At said meeting the number of shares outstanding and authorized to vote on
the approval and adoption of said Agreement and Plan of Merger were as follows:

10,000 shares authorized.
750 shares issues and outstanding.

(3) The total number of shares voted for (being all of the outstanding shares of
the Corporation entitled to vote thereon) and against the approval and adoption
of said Agreement and Plan of Merger, respectively, are as follows:

TOTAL VOTES FOR: 750
TOTAL VOTES AGAINST: 0

None of the shareholders elected to exercise any right of dissent to the merger.


                                       22



IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of PARAMED,
INC., this 30th day of December, 1983.


/s/ F. Richard Rudlaff, III             Affix
- -------------------------------------   Corporate
F. Richard Rudlaff, III                 Seal
Secretary of PARAMED, INC.


                                       23



(For Use by Domestic or Foreign Corporations)

CERTIFICATE OF ASSUMED NAME

Pursuant to the provisions of Section 217, Act 284, Public Acts of 1972, as
amended, the undersigned corporation executes the following Certificate:

1. The true name of the corporation is PARAMED, INC.

2. The location of the registered office is

2800 WOODWARD AVE. - SUITE 100, BLOOMFIELD HILLS, Michigan 48013
(No. and Street)            (Town or City)            (Zip Code)

3. The assumed name under which the business is to be transacted is

RIVERSIDE E.M.S.

Signed this 7th day FEBRUARY, 1984.

PARAMED, INC.
(Corporate Name)


By /s/ JOHN K. ESCHBACH, JR
   ----------------------------------------
   (Signature of President, Vice-President,
   Chairman or Vice-Chairman)

JOHN K. ESCHBACH, JR. PRESIDENT
(Type or Print Name and Title)

(Please do not write in spaces below - for Department use)

MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU

Date Received ____________________

EXPIRATION DATE: December 31, 1989


                                       24



INSTRUCTIONS

1. The Certificate shall be effective for a period expiring on December 31 of
the fifth full calendar year following the year in which it was filed.

2. The Certificate is required to be signed in ink by the chairman or
vice-chairman of the board, or the president or a vice-president of the
corporation.

3. One original copy is required. A true copy will be prepared by the
Corporation and Securities Bureau and returned to the person submitting the
Certificate for filing.

4. Filing Fee.............................................................$10.00

(Make fee payable to State of Michigan)

5. Mail form and fee to:

Michigan Department of Commerce
Corporation and Securities Bureau
Corporation Division
P.O. Drawer C
Lansing, Michigan 48904


                                       25



MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU

(FOR BUREAU USE ONLY) Date Received ________________

CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION

For use by Domestic Corporations

(Please read instructions and Paperwork Reduction Act notice on last page)

Pursuant to the provisions of Act 284, Public Acts of 1972, as amended (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:

1. The present name of the corporation is: Paramed, Inc.

2. The corporation identification number (CID) assigned by the Bureau is: 1 9 7
- - 8 2 9

3. The location of its registered office is:

2800 North Woodward Bloomfield Hills, Michigan 48013
(Street Address)          (City)          (ZIP Code)

4. Article III of the Articles of Incorporation is hereby amended to read as
follows:

The total authorized capital stock is 250,000 common shares having a par value
of $0.20 per share:

GOLD SEAL APPEARS ONLY ON ORIGINAL


                                       26



5. COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS CONSENT OF
THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS OR
TRUSTEES; OTHERWISE, COMPLETE SECTION (b)

a. The foregoing amendment to the Articles of Incorporation was duly adopted on
the ________ day of _____________, 19_____, in accordance with the provisions of
the Act by the unanimous consent of the incorporator(s) before the first meeting
of the board of directors or trustees.

Signed this _______ day of ______________, 19__


- ---------------------------------------   --------------------------------------


- ---------------------------------------   --------------------------------------


- ---------------------------------------   --------------------------------------


- ---------------------------------------   --------------------------------------

(Signatures of all incorporators; type or print name under each signature)

b. The foregoing amendment to the Articles of Incorporation was duly adopted on
the 1st day of April, 1985. The amendment: (check one of the following)

was duly adopted in accordance with Section 611(2) of the Act by the vote of the
shareholders if a profit corporation, or by the vote of the shareholders or
members if a nonprofit corporation, or by the vote of the directors if a
nonprofit corporation organized on a nonstock directorship basis. The necessary
votes were cast in favor of the amendment.

was duly adopted by the written consent of all the directors pursuant to Section
525 of the Act and the corporation is a nonprofit corporation organized on a
nonstock directorship basis.

was duly adopted by the written consent of the shareholders or members having
not less than the minimum number of votes required by statute in accordance with
Section 407(1) and (2) of the Act. Written notice to shareholders or members who
have not consented in writing has been given. (Note: Written consent by less
than all of the shareholders or members is permitted only if such provision
appears in the Articles of Incorporation.)

was duly adopted by the written consent of all the shareholders or members
entitled to vote in accordance with Section 407(3) of the Act.

Signed this 30 day of January, 1986


By /s/ John K. Eschbach, Jr.
   ------------------------------------
   (Signature)

John K. Eschbach, Jr., President
(Type or Print Name and Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL


                                       27



DOCUMENT WILL BE RETURNED TO NAME AND     Name of person or organization
MAILING ADDRESS INDICATED IN THE BOX      remitting fees:
BELOW. Include name, street and number    MacDonald and Goren, P.C.
(or P.O. box), city, state and ZIP code.

W. Patrick Dreisig, Esq.                  Preparer's name and business
MacDonald and Goren, P.C.                 telephone number:
30215 Southfield Road, Suite 115          ______________________________________
Southfield, Michigan  48076               W. Patrick Dreisig, Esq.
                                          (313) 645-5940

INFORMATION AND INSTRUCTIONS

1. This form is issued under the authority of Act 284, P.A. of 1972, as amended,
and Act 162, P.A. of 1972. The amendment cannot be filed until this form, or a
comparable document, is submitted.

2. Submit one original copy of this document. Upon filing, a microfilm copy will
be prepared for the records of the Corporation and Securities Bureau. The
original copy will be returned to the address appearing in the box above as
evidence of filing.

Since this document must be microfilmed, it is important that the filing be
legible. Documents with poor black and white contrast, or otherwise illegible,
will be rejected.

3. This document is to be used pursuant to the provisions of section 631 of the
Act for the purpose of amending the articles of incorporation of a domestic
profit or nonprofit corporation. A nonprofit corporation is one incorporated to
carry out any lawful purpose or purposes not involving pecuniary profit or gain
for its directors, officers, shareholders, or members. A nonprofit corporation
organized on a nonstock directorship basis, as authorized by Section 302 of the
Act, may or may not have members, but if it has members, the members are not
entitled to vote.

4. Item 2 -- Enter the identification number previously assigned by the Bureau.
If this number is unknown, leave it blank.

5. Item 4 -- The entire article being amended must be set forth in its entirety.
However, if the article being amended is divided into separately identifiable
sections, only the sections being amended need be included.

6. This document is effective on the date approved and filed by the Bureau. A
later effective date, no more than 90 days after the date of delivery, may be
stated.

7. If the amendment is adopted before the first meeting of the board of
directors, item 5(a) must be completed and signed in ink by all of the
incorporators. If the amendment is otherwise adopted, item 5(b) must be
completed and signed in ink by the president, vice-president, chairperson, or
vice-chairperson of the corporation.

8.  FEES: Filing fee (Make remittance payable to State of Michigan).......$10.00


                                       28



Franchise fee for profit corporations (payable only if authorized capital stock
has increased) - 1/2 mill (.0005) on each dollar of increase over highest
previous authorized capital stock.

9. Mail form and fee to:

Michigan Department of Commerce
Corporation and Securities Bureau
Corporation Division
P.O. Box 30054
Lansing, MI 48909
Telephone: (517) 373-0493

GOLD SEAL APPEARS ONLY ON ORIGINAL


                                       29



MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU

Date Received _____________________                        (FOR BUREAU USE ONLY)

Name
RAS MARPHATIA c/o ROPES & GRAY

Address
ONE INTERNATIONAL PLACE, BOSTON, MA 02110
City            State            Zip Code

EFFECTIVE DATE:

DOCUMENT WILL BE RETURNED TO NAME AND ADDRESS INDICATED ABOVE

CERTIFICATE OF MERGER / CONSOLIDATION

For Use by Domestic or Foreign Corporations

(Please read information and instructions on last page)

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), and/or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporations execute the following Certificate:

1. Plan of Merger (Consolidation) is as follows:

a. The name of each constituent corporation and is corporation identification
number is:

AMR of Michigan, Inc. 215 -- 079
Paramed, Inc.         197 -- 829

b. The name of the surviving (new) corporation and its corporation
identification number is:

Paramed, Inc. 197 -- 829

c. For each constituent stock corporation, state:



                           Designation and
                        number of outstanding  Indicate class or   Indicate class or
                        shares in each class   series of shares     series entitled
Name of corporation           of series        entitled to vote   to vote as a class
- ----------------------  ---------------------  -----------------  ------------------
                                                         
AMR of Michigan. Inc_.  100 Common             Common             None
Paramed, Inc.           58,761 Common          Common             None


if the number of shares is subject to change prior to the affective data of the
merger or consolidation, the manner in which the change may occur is as follows:

GOLD SEAL APPEARS ONLY ON ORIGINAL


                                       30



d. For each constituent nonstock corporation

(i) If it is organized on a membership basis, state (a) the name of the
corporation, (b) a description of its members, and (c) the number,
classification and voting rights of its members.

(ii) if it is organized on a directorship basis, state (a) the name of the
corporation, (b) a description of the organization of its board, and (c) the
number, classification and voting rights of its directors.

e. The terms and conditions of the proposed merger (consolidation), including
the manner and basis of converting the shares of, or membership or other
interests in, each constituent corporation into shares, bonds, or other
securities of, or membership or other interest in, the surviving (consolidated)
corporation, or into cash or other consideration, are as follows:

(a) each outstanding share of common stock of AMR of Michigan, Inc., $0.01 par
value, held of record will automatically be converted into one fully paid and
non-assessable share of common stock of Paramed, Inc., $0.20 par value, as the
Surviving Corporation; and

(b) each outstanding share of the common stock of Paramed, Inc., will be
converted into the right to receive 11.076 shares of the common stock, $0.01 par
value, of American Medical Response, Inc., a Delaware corporation and the sole
shareholder of AMR of Michigan, Inc., divided by the number of shares of common
stock of Paramed, Inc. outstanding at the effective date.

f. If a consolidation, the Articles of incorporation of the consolidated
corporation are attached to this Certificate and are incorporated herein. If a
merger, the amendments to the Articles, or a restatement of the Articles, of the
surviving corporation to be effected by the merger are as follows:

The Articles of Incorporation of the Surviving Corporation will not be amended
or otherwise affected by the Merger.

g. Other provisions with respect to the merger (consolidation) are as follows:

2. (Complete for any foreign corporation only)

This merger (consolidation) is permitted by the laws of the state of ___________
the jurisdiction under which____________________________________________________
                                         (name of foreign corporation)

Is organized and the plan of merger (consolidation) was adopted and approved by
such corporation pursuant to and in accordance with the laws of that
jurisdiction.

3. (Complete only if an effective date is desired other than the date of filing.
This date must be no more than 90 days after receipt of this document in this
office).

The merger (consolidation) shall be effective on the _________ day of __________
19___.

GOLD SEAL APPEARS ONLY ON ORIGINAL


                                       31



4. (Complete applicable section for each constituent corporation)

a. (For domestic profit corporations only)

The plan of merger was approved by the unanimous consent of the incorporators of
__________________________________________________________, which has not
commenced business, has not issued any shares, and has not elected a Board of
Directors. (Incorporators must sign on this page of the Certificate.)

b. (For profit corporations involved in a merger only)

The plan of merger was approved by the Board of Directors of ___________________
__________________________________________________, the surviving corporation,
without the approval of the shareholders of that corporation in accordance with
Section 701 of the Act.

c. (For profit corporations only)

The plan of merger was adopted by the Board of Directors of the following
constituent corporations:

AMR of Michigan, Inc. and Paramed, Inc.

and was approved by the shareholders of those corporations in accordance with
Section 703a.

d. (For nonprofit corporations only)

The plan of merger or consolidation was adopted by the Board of Directors

(i) (Complete if organized upon a stock or membership basis) of
_____________________________________________________________________ and was
approved by the shareholders or members of that corporation in accordance with
Sections 701 and 703(1) and (2), or pursuant to Section 407 by written consent
and written notice, if required.

(ii) (Complete if organized upon a directorship basis) of
_____________________________________________ in accordance with Section 703(3).

Sign this area for item 4(a).

Signed this 15th day of February 1995


- ---------------------------------------   --------------------------------------


- ---------------------------------------   --------------------------------------

Signed this area for items 4(b), 4(c), or 4(d).
Signed this 15 day of February, 1995
AMR of Michigan, Inc.


                                       32




By /s/ Dominic Puopolo
   ----------------------------------------------
   (Only signature of: President, Vice-President,
   Chairperson or Vice-Chairperson)

Signed this 15 day of February, 1995,

Paramed, Inc.
(Name of Corporation)


By /s/ Thomas R. Gahan
   ----------------------------------------------
   (Only Signature of: President, Vice-President,
   Chairperson or Vice-Chairperson)
   Thomas R. Gahan, President
   (Type or Print Name and Title)


                                       33



MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU

Date Received ____________________   (FOR BUREAU USE ONLY)

Name Thomas R. Gahan

Address 486 S. Opdyke Rd.
City    State    Zip Code

Pontiac, MI 48341   EFFECTIVE DATE: ___________

Document will be returned to the name and address you enter above

CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT

For use by Domestic and Foreign Corporations and Limited Liability Companies
(Please read information and instructions on reverse side)

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or Act 23,
Public Acts of 1993 (limited liability companies), the undersigned corporation
or limited liability company executes the following Certificate:

1. The name of the corporation or limited liability company is:

Paramed, Inc.

2. The identification number assigned by the Bureau is: 1 9 7 - 8 2 9

3. a. The name of the resident agent on file with the Bureau is: John K.
Eschbach, Jr.

b. The location of its registered office is:

480 S. Opdyke Rd. Pontiac, Michigan 48341
(Street Address)     (City)    (Zip code)

c. The mailing address of the above registered office on file with the Bureau
is:

Box 849 Bloomfield Hills, Michigan 48303
(P.O. Box)       (City)        (Zip Code)

ENTER IN ITEM 4 THE INFORMATION AS IT SHOULD NOW APPEAR ON THE PUBLIC RECORD

4. a. The name of the resident agent is: Thomas R. Gahan, CEO


                                       34



b. The address of the registered office is:

486 S. Opdyke Rd. Pontiac, Michigan 48341
(Street Address)      (City)   (Zip Code)

c. The mailing address of the registered office IF DIFFERENT THAN 4B is:

Box 215350 Auburn Hills, Michigan 48321
(P.O. Box)       (City)      (Zip Code)

5. The above changes were authorized by resolution duly adopted by: 1. ALL
CORPORATIONS: its board of directors; 2. PROFIT CORPORATIONS ONLY: the resident
agent if only the address of the registered office is changed, in which case a
copy of this statement has been mailed to the corporation; 3. LIMITED LIABILITY
COMPANIES: an operating agreement, affirmative vote of a majority of the members
pursuant to section 502(1), managers pursuant to section 405, or the resident
agent if only the address of the registered office is changed. The corporation
or limited liability company further states that the address of its registered
office and the address of its resident agent, as changed, are identical.


Date Signed: 10-26-95                 Signed by: /s/ Thomas Gahan
                                                 -------------------------------
                                                 (Signature)
                                                 Thomas R. Gahan, President
                                      (Type or Print Name) (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL


                                       35



Name of Person or Organization
Remitting Fees

Paramed, Inc.
Preparer's Name and Business
Telephone Number
Timothy J. Gipprich, Exec. Assistant
(810) 456-0030

INFORMATION AND INSTRUCTIONS

1. The certificate of change of registered office and/or change of resident
agent cannot be filed until this form, or a comparable document, is submitted.

2. Submit one original of this document. Upon filing, the document will be added
to the records of the Corporation and Securities Bureau. The original will be
returned to the address you enter in the box on the front as evidence of filing.

Since this document will be maintained on optical disc media, it is important
that the filing be legible. Documents with poor black and white contrast, or
otherwise illegible, will be rejected.

3. This document is to be used pursuant to section 242 of Act 284, PA of 1972,
or Act 162, PA of 1982, by domestic and foreign corporations, or pursuant to
section 209 of Act 23, PA of 1993 by domestic and foreign limited liability
companies, for the purpose of changing their registered office or resident
agent, or both.

4. Item 2 - Enter the identification number assigned by the Bureau.

5. Item.3 - The address of the registered office and the name of the resident
agent must be the same as are designated in the articles of incorporation,
articles of organization, or subsequent change filed with the Bureau.

6. Item 4 - A post office box may not be designated as the address of the
registered office. The resident agent can change the registered office by filing
this form only if this is a profit corporation or a limited liability company.

7. This certificate must be signed in ink by:

ALL CORPORATIONS: president, vice-president, chairperson, vice-chairperson,
secretary or assistant secretary.

PROFIT CORPORATIONS ONLY: the resident agent if only the registered office is
changed.

DOMESTIC LIMITED LIABILITY COMPANIES: a manager if management is vested in one
or more managers; at least one member if management is reserved to members; the
resident agent if only the registered office is changed.

FOREIGN LIMITED LIABILITY COMPANIES: a person with authority to do so under the
laws of the jurisdiction of its organization; the resident agent if only the
registered office is changed.


                                       36



8. FEES: Make remittance payable to the State of Michigan. Include name and
identification number on check or money order.

Nonrefundable filing fee................................................   $5.00

9. Mail form and fee to:                The office is located at
Michigan Department of Commerce         6546 Mercantile Way
Corporation and Securities Bureau       Lansing, MI 48910
Corporation Division                    (517) 334-6302
P.O. Box 30054
Lansing, MI 48909-7554

GOLD SEAL APPEARS ONLY ON ORIGINAL


                                       37



MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU

Date Received _____________________   (FOR BUREAU USE ONLY)

Name CT Corporation System, PED
Address 1675 Broadway, Suite 1200
City     State   Zip Code
Denver   CO      80202

Document will be returned to the name and address you enter above

CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT

For use by Domestic and Foreign Corporations and Limited Liability Companies
(Please read information and instructions on reverse side)

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or Act 23,
Public Acts of 1993 (limited liability companies), the undersigned corporation
or limited liability company executes the following Certificate:

1. The name of the corporation or limited liability company is:

Paramed, Inc.

2. The identification number assigned by the Bureau is: 197 - 829

3. a. The name of the resident agent on file with the Bureau is: Thomas R. Gahan

b. The location of its registered office is:

486 S. Opdyke Rd., Pontiac, Michigan 48341
(Street Address)  (City)        (Zip Code)

c. The mailing address of the above registered office on file with the Bureau
is:

486 S. Opdyke Rd., Pontiac, Michigan 48341
(Street Address)     (City)     (Zip Code)

ENTER IN ITEM 4 THE INFORMATION AS IT SHOULD NOW APPEAR ON THE PUBLIC RECORD

4. a. The name of the resident agent is: THE CORPORATION COMPANY

b. The address of the registered office is:


                                       38



30600 Telegraph Road Bingham Farms, Michigan 48025
(Street Address)         (City)         (Zip Code)

c. The mailing address of the registered office IF DIFFERENT THAN 4B is:

_______________________________________, Michigan _________
(P.O. Box)              (City)                    (Zip Code)

5. The above changes were authorized by resolution duly adopted by: 1. ALL
CORPORATIONS: its board of directors; 2. PROFIT CORPORATIONS ONLY: the resident
agent if only the address of the registered office is changed, in which case a
copy of this statement has been mailed to the corporation; 3. LIMITED LIABILITY
COMPANIES: an operating agreement, affirmative vote of a majority of the members
pursuant to section 502(1), managers pursuant to section 405, or the resident
agent if only the address of the registered office is changed. The corporation
or limited liability company further states that the address of its registered
office and the address of its resident agent, as changed, are identical.

Date Signed: September 1, 1996        Signed by: /s/ William George
                                                 -----------------------------
                                                 William George, Vice President
(MICH. - 54 - 7/6/93)                 (Type or Print Name) (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL


                                       39



MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES CORPORATION, SECURITIES
AND LAND DEVELOPMENT BUREAU

Date Received ________________   (FOR BUREAU USE ONLY)
0
Name
Denise Annunciata

Address
Ropes & Gray
One International Place

City   State   Zip Code
Boston, MA 02110-2624     EFFECTIVE DATE: _______________

Document will be returned to the name and address you enter above

CERTIFICATE OF MERGER / CONSOLIDATION

For use by Domestic Profit and/or

NonProfit Corporations (Please read information and instructions on the last
page)

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), and/or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporations execute the following Certificate:

1. The Plan of Merger (Consolidation) is as follows:

a. The name of each constituent corporation and its identification number is:

E. M. T. S, Inc.                      007-300
Mercy Services Inc.                   013-259
Metro Emergency Medical Service Co.   338-802
Response, Inc.                        360-146
Paramed, Inc.                         197-829

b. The name of the surviving (new) corporation and its identification number is:

Paramed, Inc. 197-829

c. For each constituent stock corporation, state:



                         Designation and
                      number of outstanding   Indicate class or    Indicate class or
                       shares in each class    series of shares     series entitled
Name of corporation         or series          entitled to vote   to vote as a class
- -------------------   ---------------------   -----------------   ------------------
                                                         
E.M.T.S., Inc.                100             Common              None
Mercy Services Inc.        50,000             Common              None



                                       40



                                                         
Metro Emergency
Medical Service Co.        50,000             Common              None
Response, Inc.              1,000             Common              None
Paramed, Inc.              50,000             Common              None



If the number of shares is subject to change prior to the effective date of the
merger or consolidation, the manner in which the change may occur is as follows:
Not applicable.

2. (Complete for any profit corporation only)

a. The manner and basis of converting shares are as follows:

The issued shares of the Extinguished Corporations shall not be converted in any
manner, but each share which is issued as of the effective date of the merger
shall be surrendered and extinguished.

b. The amendments to the Articles, or a restatement of the Articles, of the
surviving corporation to be effected by the merger are as follows:

None.

c. The plan of merger will be furnished by the surviving profit corporation, on
request and without cost, to any shareholder of any constituent profit
corporation.

3. (Complete for any nonprofit corporation only)

a) If it is organized on a membership basis, state (a) the name of the
corporation, (b) a description of its members, and (c) the number,
classification and voting rights of its members.

Not applicable.

b) If it is organized on a directorship basis, state (a) the name of the
corporation, (b) a description of the organization of its board, and (c) the
number, classification and voting rights of its directors.

Not applicable.

c) State the terms and conditions of the proposed merger or consolidation,
including the manner and basis of converting the shares of, or membership or
other interests in, each constituent corporation into shares, bonds, or other
securities of, or membership or other interest in, the surviving or consolidated
corporation, or into cash or other consideration.

Not applicable.

d) If a consolidation, the Articles of Incorporation of the consolidated
corporation are attached to this Certificate and are incorporated herein. If a
merger, the amendments to the Articles, or a restatement of the Articles, of the
surviving corporation to be effected by the merger are as follows:

Not applicable.


                                       41



e) Other provisions with respect to the merger (consolidation) are as follows:

Not applicable.

4. (Complete for any foreign corporation only)

This merger is permitted by the laws of the state of not applicable.

the jurisdiction under which ___________________________________________________
                             (name of foreign corporation)

is organized and the plan of merger (consolidation) was adopted and approved by
such corporation pursuant to and in accordance with the laws of that
jurisdiction.

5. (Complete only if an effective date is desired other than the date of filing.
The date must be no more than 90 days after receipt of this document in this
office.)

The merger (consolidation) shall be effective on the ____ day of __________,
19__.


                                       42



6. TO BE COMPLETED BY MICHIGAN PROFIT CORPORATIONS ONLY (Complete either part a
or b for each corporation.)

a) The plan of merger was approved by the unanimous consent of the incorporators
of ______________________________________________________________, a Michigan
corporation which has not commenced business, has not issued any shares, and has
not elected a Board of Directors.


- -------------------------------------   ----------------------------------------
(Signature of Incorporator)             (Signature of Incorporator)


- -------------------------------------   ----------------------------------------
(Signature of Incorporator)             (Signature of Incorporator)

b) The plan of merger was approved by

the Board of Directors of ____________________________________________, the
surviving Michigan corporation, without approval of the shareholders in
accordance with Section 703a of the Act.

the Board of Directors and the shareholders of the following Michigan
corporation(s) in accordance with Section 703a of the Act:

E. M. T. S., INC. RESPONSE, INC.
MERCY SERVICES INC. PARAMED, INC.
METRO EMERGENCY MEDICAL SERVICE CO.


By /s/ Joshua T. Gaines                 By /s/ Joshua T. Gaines
   ----------------------------------      -------------------------------------
   Signature of President, Vice            (Signature of President,
   President, Chairperson or               Vice-President,
   Vice-Chairperson)                       Chairperson or Vice-Chairperson)

Joshua T. Gaines, Vice President        Joshua T. Gaines, Vice President
(Type or Print Name and Title)          (Type or Print Name and Title)

E.M.T.S., Inc.                          Mercy Services Inc.
(Name of Corporation)                   (Name of Corporation)
                                        * See Attached Page.

7. TO BE COMPLETED BY MICHIGAN NONPROFIT CORPORATIONS ONLY

The plan of merger or consolidation was approved by

the Board of Directors and shareholders or members of the following Michigan
corporation(s) in accordance with Sections 701 and 703(1) and (2) of the Act:

________________________________________________________________________________

________________________________________________________________________________

the Board of Directors of the following Michigan corporation(s) organized on a
directorship basis in accordance with Section 703(3) of the Act:

________________________________________________________________________________

________________________________________________________________________________


                                       43




By                                      By
   ----------------------------------      -------------------------------------
   (Signature of President.                (Signature of President.
   Vice-President, Chairperson or          Vice-President,
   Vice-Chairperson)                       Chairperson or Vice-Chairperson)

- -------------------------------------   ----------------------------------------
(Type or Print Name and Title)          (Type or Print Name and Title)

- -------------------------------------   ----------------------------------------
(Name of Corporation)                   (Name of Corporation)

GOLD SEAL APPEARS ONLY ON ORIGINAL


                                       44

EX-3.129

                                                                   Exhibit 3.129

                                     BY-LAWS

                                       OF

                               THE SUBSIDIARIES OF

                         AMERICAN MEDICAL RESPONSE, INC.

                  Section 1. LAW, CERTIFICATE OF INCORPORATION
                                   AND BY-LAWS

     1.1. These by-laws are subject to the certificate of incorporation of the
corporation. In these by-laws, references to law, the certificate of
incorporation and by-laws mean the law, the provisions of the certificate of
incorporation and the by-laws as from time to time in effect.

                             Section 2. STOCKHOLDERS

     2.1. Annual Meeting. The annual meeting of stockholders shall be held at
10:00 am on the second Tuesday in May in each year, unless that day be a legal
holiday at the place where the meeting is to be held, in which case the meeting
shall be held at the same hour on the next succeeding day not a legal holiday,
or at such other date and time as shall be designated from time to time by the
board of directors and stated in the notice of the meeting, at which they shall
elect a board of directors and transact such other business as may be required
by law or these by-laws or as may properly come before the meeting.

     2.2. Special Meetings. A special meeting of the stockholders may be called
at any time by the chairman of the board, if any, the president or the board of
directors. A special meeting of the stockholders shall be called by the
secretary, or in the case of the death, absence, incapacity or refusal of the
secretary, by an assistant secretary or some other officer, upon application of
a majority of the directors. Any such application shall state the purpose or
purposes of the proposed meeting. Any such call shall state the place, date,
hour, and purposes of the meeting.

     2.3. Place of Meeting. All meetings of the stockholders for the election of
directors or for any other purpose shall be held at such place within or without
the state of incorporation as may be determined from time to time by the
chairman of the board, if any, the president or the board of directors. Any
adjourned session of any meeting of the stockholders shall be held at the place
designated in the vote of adjournment.

     2.4. Notice of Meetings. Except as otherwise provided by law, a written
notice of each meeting of stockholders stating the place, day and hour thereof
and, in the case of a special meeting, the purposes for which the meeting is
called, shall be given not less then ten nor more than sixty days before the
meeting, to each stockholder entitled to vote thereat, and to each stockholder
who, by law, by the certificate of incorporation or by these by-laws, is
entitled to notice, by leaving such notice with him or at his residence or usual
place of business, or by depositing it in the United States mail, postage
prepaid, and addressed to such stockholder at his address as it appears in the
records of the corporation. Such notice shall be given by the secretary, or by
an officer or person designated by the board of directors, or in the case of a
special meeting by the officer calling the meeting. As to any adjourned session
of any



meeting of stockholders, notice of the adjourned meeting need not be given if
the time and place thereof are announced at the meeting at which the adjournment
was taken except that if the adjournment is for more than thirty days or if
after the adjournment a new record date is set for the adjourned session, notice
of any such adjourned session of the meeting shall be given in the manner
heretofore described. No notice of any meeting of stockholders or any adjourned
session thereof need be given to a stockholder if a written waiver of notice,
executed before or after the meeting or such adjourned session by such
stockholder, is filed with the records of the meeting or if the stockholder
attends such meeting without objecting at the beginning of the meeting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
meeting of the stockholders or any adjourned session thereof need be specified
in any written waiver of notice.

     2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as
to any matter shall consist of a majority of the votes entitled to be cast on
the matter, except where a larger quorum is required by law, by the certificate
of incorporation or by these by-laws. Any meeting may be adjourned from time to
time by a majority of the votes properly cast upon the question, whether or not
a quorum is present. If a quorum is present at an original meeting, a quorum
need not be present at an adjourned session of that meeting. Shares of its own
stock belonging to the corporation or to another corporation, if a majority of
the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the corporation, shall neither
be entitled to vote nor be counted for quorum purposes; provided, however, that
the foregoing shall not limit the right of any corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

     2.6. Action by Vote. When a quorum is present at any meeting, a plurality
of the votes properly cast for election to any office shall elect to such office
and a majority of the votes properly cast upon any question other than an
election to an office shall decide the question, except when a larger vote is
required by law, by the certificate of incorporation or by these by-laws. No
ballot shall be required for any election unless requested by a stockholder
present or represented at the meeting and entitled to vote in the election.

     2.7. Action without Meetings. Unless otherwise provided in the certificate
of incorporation, any action required or permitted to be taken by stockholders
for or in connection with any corporate action may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the corporation by
delivery to its registered office in the state of incorporation by hand or
certified or registered mail, return receipt requested, to its principal place
of business or to an officer or agent of the corporation having custody of the
book in which proceedings of meetings of stockholders are recorded. No written
consent shall be effective to take the corporate action referred to therein
unless written consents signed by a number of stockholders sufficient to take
such action are delivered to the corporation in the manner specified in this
paragraph within sixty days of the earliest dated consent so delivered.

     If action is taken by consent of stockholders and in accordance with the
foregoing, there shall be filed with the records of the meetings of stockholders
the writing or writings comprising such consent.

     If action is taken by less than unanimous consent of stockholders, prompt
notice of the taking of such action without a meeting shall be given to those
who have not consented in writing and a certificate


                                       -2-



signed and attested to by the secretary that such notice was given shall be
filed with the records of the meetings of stockholders.

     In the event that the action which is consented to is such as would have
required the filing of a certificate under any provision of the General
Corporation Law of the State of Delaware, if such action had been voted upon by
the stockholders at a meeting thereof, the certificate filed under such
provision shall state, in lieu of any statement required by such provision
concerning a vote of stockholders, that written consent has been given under
Section 228 of said General Corporation Law and that written notice has been
given as provided in such Section 228.

     2.8. Proxy Representation. Every stockholder may authorize another person
or persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether by waiving notice of any meeting, objecting to
or voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by his
attorney-in-fact. No proxy shall be voted or acted upon after three years from
its date unless such proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and, if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally. The authorization of a proxy may but need
not be limited to specified action, provided, however, that if a proxy limits
its authorization to a meeting or meetings of stockholders, unless otherwise
specifically provided such proxy shall entitle the holder thereof to vote at any
adjourned session but shall not be valid after the final adjournment thereof.

     2.9. Inspectors. The directors or the person presiding at the meeting may,
and shall if required by applicable law, appoint one or more inspectors of
election and any substitute inspectors to act at the meeting or any adjournment
thereof. Each inspector, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting, the inspectors shall make a report in
writing of any challenge, question or matter determined by them and execute a
certificate of any fact found by them.

     2.10. List of Stockholders. The secretary shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at such meeting, arranged in alphabetical order
and showing the address of each stockholder and the number of shares registered
in his name. The stock ledger shall be the only evidence as to who are
stockholders entitled to examine such list or to vote in person or by proxy at
such meeting.


                                       -3-



                          Section 3. BOARD OF DIRECTORS

     3.1. Number. The corporation shall have one or more directors, the number
shall be consistent with applicable law and shall be determined from time to
time by vote of a majority of the directors then in office. No director need be
a stockholder.

     3.2. Tenure. Each director shall hold office until the next annual meeting
and until his successor is elected and qualified, or until he sooner dies,
resigns, is removed or becomes disqualified.

     3.3. Powers. The business and affairs of the corporation shall be managed
by or under the direction of the board of directors who shall have and may
exercise all the powers of the corporation and do all such lawful acts and
things as are not by law, the certificate of incorporation or these by-laws
directed or required to be exercised or done by the stockholders.

     3.4. Vacancies. Vacancies and any newly created directorships resulting
from any increase in the number of directors may be filled by vote of the
holders of the particular class or series of stock entitled to elect such
director at a meeting called for the purpose, or by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director, in
each case elected by the particular class or series of stock entitled to elect
such directors. When one or more directors shall resign from the board,
effective at a future date, a majority of the directors then in office,
including those who have resigned, who were elected by the particular class or
series of stock entitled to elect such resigning director or directors shall
have power to fill such vacancy or vacancies, the vote or action by writing
thereon to take effect when such resignation or resignations shall become
effective. The directors shall have and may exercise all their powers
notwithstanding the existence of one or more vacancies in their number, subject
to any requirements of law or of the certificate of incorporation or of these
by-laws as to the number of directors required for a quorum or for any vote or
other actions.

     3.5. Committees. The board of directors may, by vote of a majority of the
whole board, (a) designate, change the membership of or terminate the existence
of any committee or committees, each committee to consist of one or more of the
directors; (b) designate one or more directors as alternate members of any such
committee who may replace any absent or disqualified member at any meeting of
the committee; and (c) determine the extent to which each such committee shall
have and may exercise the powers of the board of directors in the management of
the business and affairs of the corporation, including the power to authorize
the seal of the corporation to be affixed to all papers which require it and the
power and authority to declare dividends or to authorize the issuance of stock;
excepting, however, such powers which by law, by the certificate of
incorporation or by these by-laws they are prohibited from so delegating. In the
absence or disqualification of any member of such committee and his alternate,
if any, the member or members thereof present at any meeting and not
disqualified from voting, whether or not constituting a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in the
place of any such absent or disqualified member. Except as the board of
directors may otherwise determine, any committee may make rules for the conduct
of its business, but unless otherwise provided by the board or such rules, its
business shall be conducted as nearly as may be in the same manner as is
provided by these by-laws for the conduct of business by the board of directors.
Each committee shall keep regular minutes of its meetings and report the same to
the board of directors upon request.

     3.6. Regular Meetings. Regular meetings of the board of directors may be
held without call or notice at such places within or without the State of
Delaware and at such times as the board may from


                                       -4-



time to time determine, provided that notice of the first regular meeting
following any such determination shall be given to absent directors. A regular
meeting of the directors may be held without call or notice immediately after
and at the same place as the annual meeting of stockholders.

     3.7. Special Meetings. Special meetings of the board of directors may be
held at any time and at any place within or without the state of incorporation
designated in the notice of the meeting, when called by the chairman of the
board, if any, the president, or by one-third or more in number of the
directors, reasonable notice thereof being given to each director by the
secretary or by the chairman of the board, if any, the president or any one of
the directors calling the meeting.

     3.8. Notice. It shall be reasonable and sufficient notice to a director to
send notice by mail or overnight courier at least forty-eight hours or by
telegram at least twenty-four hours before the meeting addressed to him at his
usual or last known business or residence address or to give notice to him in
person or by telephone at least twenty-four hours before the meeting. Notice of
a meeting need not be given to any director if a written waiver of notice,
executed by him before or after the meeting, is filed with the records of the
meeting, or to any director who attends the meeting without protesting prior
thereto or at its commencement the lack of notice to him. Neither notice of a
meeting nor a waiver of a notice need specify the purposes of the meeting.

     3.9. Quorum. Except as may be otherwise provided by law, by the certificate
of incorporation or by these by-laws, at any meeting of the directors a majority
of the directors then in office shall constitute a quorum; a quorum shall not in
any case be less than one-third of the total number of directors constituting
the whole board. Any meeting may be adjourned from time to time by a majority of
the votes cast upon the question, whether or not a quorum is present, and the
meeting may be held as adjourned without further notice.

     3.10. Action by Vote. Except as may be otherwise provided by law, by the
certificate of incorporation or by these by-laws, when a quorum is present at
any meeting the vote of a majority of the directors present shall be the act of
the board of directors.

     3.11. Action Without a Meeting. Any action required or permitted to be
taken at any meeting of the board of directors or a committee thereof may be
taken without a meeting if all the members of the board or of such committee, as
the case may be, consent thereto in writing, and such writing or writings are
filed with the records of the meetings of the board or of such committee. Such
consent shall be treated for all purposes as the act of the board or of such
committee, as the case may be.

     3.12. Participation in Meetings by Conference Telephone. Members of the
board of directors, or any committee designated by such board, may participate
in a meeting of such board or committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other or by any other means permitted by law. Such
participation shall constitute presence in person at such meeting.

     3.13. Compensation. In the discretion of the board of directors, each
director may be paid such fees for his services as director and be reimbursed
for his reasonable expenses incurred in the performance of his duties as
director as the board of directors from time to time may determine. Nothing
contained in this section shall be construed to preclude any director from
serving the corporation in any other capacity and receiving reasonable
compensation therefor.

     3.14. Interested Directors and Officers.


                                       -5-



     (a) No contract or transaction between the corporation and one or more of
its directors or officers, or between the corporation and any other corporation,
partnership, association, or other organization in which one or more of the
corporation's directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the board or committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purpose, if:

          (1) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the board of directors
or the committee, and the board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or

          (2) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or

          (3) The contract or transaction is fair as to the corporation as of
the time it is authorized, approved or ratified, by the board of directors, a
committee thereof, or the stockholders.

     (b) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or of a committee
which authorizes the contract or transaction.

                         Section 4. OFFICERS AND AGENTS

     4.1. Enumeration; Qualification. The officers of the corporation shall be a
president, a treasurer, a secretary and such other officers, if any, as the
board of directors from time to time may in its discretion elect or appoint
including without limitation a chairman of the board, one or more vice
presidents and a controller. The corporation may also have such agents, if any,
as the board of directors from time to time may in its discretion choose. Any
officer may be but none need be a director or stockholder. Any two or more
offices may be held by the same person. Any officer may be required by the board
of directors to secure the faithful performance of his duties to the corporation
by giving bond in such amount and with sureties or otherwise as the board of
directors may determine.

     4.2. Powers. Subject to law, to the certificate of incorporation and to the
other provisions of these by-laws, each officer shall have, in addition to the
duties and powers herein set forth, such duties and powers as are commonly
incident to his office and such additional duties and powers as the board of
directors may from time to time designate.

     4.3. Election. The officers may be elected by the board of directors at
their first meeting following the annual meeting of the stockholders or at any
other time. At any time or from time to time the directors may delegate to any
officer their power to elect or appoint any other officer or any agents.

     4.4. Tenure. Each officer shall hold office until his respective successor
is chosen and qualified unless a shorter period shall have been specified by the
terms of his election or appointment, or in each case until he sooner dies,
resigns, is removed or becomes disqualified. Each agent shall retain his
authority at the pleasure of the directors, or the officer by whom he was
appointed or by the officer who then holds agent appointive power.


                                       -6-



     4.5. Chairman of the Board of Directors, President and Vice President. The
chairman of the board, if any, shall have such duties and powers as shall be
designated from time to time by the board of directors. Unless the board of
directors otherwise specifies, the chairman of the board, or if there is none
the chief executive officer, shall preside, or designate the person who shall
preside, at all meetings of the stockholders and of the board of directors.

     Unless the board of directors otherwise specifies, the president shall be
the chief executive officer and shall have direct charge of all business
operations of the corporation and, subject to the control of the directors,
shall have general charge and supervision of the business of the corporation.

     Any vice presidents shall have such duties and powers as shall be set forth
in these by-laws or as shall be designated from time to time by the board of
directors or by the president.

     4.6. Treasurer and Assistant Treasurers. Unless the board of directors
otherwise specifies, the treasurer shall be in charge of the corporation's funds
and valuable papers, and shall have such other duties and powers as may be
designated from time to time by the board of directors or by the president. If
no controller is elected, the treasurer shall, unless the board of directors
otherwise specifies, also have the duties and powers of the controller. Any
assistant treasurers shall have such duties and powers as shall be designated
from time to time by the board of directors, the president or the treasurer.

     4.7. Controller and Assistant Controllers. If a controller is elected, he
shall, unless the board of directors otherwise specifies, be in charge of its
books of account and accounting records, and of its accounting procedures. He
shall have such other duties and powers as may be designated from time to time
by the board of directors, the president or the treasurer. Any assistant
controller shall have such duties and powers as shall be designated from time to
time by the board of directors, the president, the treasurer or the controller.

     4.8. Secretary and Assistant Secretaries. The secretary shall record all
proceedings of the stockholders, of the board of directors and of committees of
the board of directors in a book or series of books to be kept therefor and
shall file therein all actions by written consent of stockholders or directors.
In the absence of the secretary from any meeting, an assistant secretary, or if
there be none or he is absent, a temporary secretary chosen at the meeting,
shall record the proceedings thereof. Unless a transfer agent has been appointed
the secretary shall keep or cause to be kept the stock and transfer records of
the corporation, which shall contain the names and record addresses of all
stockholders and the number of shares registered in the name of each
stockholder. He shall have such other duties and powers as may from time to time
be designated by the board of directors or the president. Any assistant
secretaries shall have such duties and powers as shall be designated from time
to time by the board of directors, the president or the secretary.


                                       -7-



                      Section 5. RESIGNATIONS AND REMOVALS

     5.1. Any director or officer may resign at any time by delivering his
resignation in writing to the chairman of the board, if any, the president, or
the secretary or to a meeting of the board of directors. Such resignation shall
be effective upon receipt unless specified to be effective at some other time,
and without in either case the necessity of its being accepted unless the
resignation shall so state. A director (including persons elected by
stockholders or directors to fill vacancies in the board) may be removed from
office with or without cause by the vote of the holders of a majority of the
issued and outstanding shares of the particular class or series entitled to vote
in the election of such director. The board of directors may at any time remove
any officer either with or without cause. The board of directors may at any time
terminate or modify the authority of any agent.

                              Section 6. VACANCIES

     6.1. If the office of the president or the treasurer or the secretary
becomes vacant, the directors may elect a successor by vote of a majority of the
directors then in office. If the office of any other officer becomes vacant, any
person or body empowered to elect or appoint that officer may choose a
successor. Each such successor shall hold office for the unexpired term, and in
the case of the president, the treasurer and the secretary until his successor
is chosen and qualified or in each case until he sooner dies, resigns, is
removed or becomes disqualified. Any vacancy of a directorship shall be filled
as specified in Section 3.4 of these by-laws.

                            Section 7. CAPITAL STOCK

     7.1. Stock Certificates. Each stockholder shall be entitled to a
certificate stating the number and the class and the designation of the series,
if any, of the shares held by him, in such form as shall, in conformity to law,
the certificate of incorporation and the by-laws, be prescribed from time to
time by the board of directors. Such certificate shall be signed by the chairman
or vice chairman of the board, or the president or a vice president and by the
treasurer or an assistant treasurer or by the secretary or an assistant
secretary. Any of or all the signatures on the certificate may be a facsimile.
In case an officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed on such certificate shall have ceased to be
such officer, transfer agent, or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such
officer, transfer agent, or registrar at the time of its issue.

     7.2. Loss of Certificates. In the case of the alleged theft, loss,
destruction or mutilation of a certificate of stock, a duplicate certificate may
be issued in place thereof, upon such terms, including receipt of a bond
sufficient to indemnify the corporation against any claim on account thereof, as
the board of directors may prescribe.

                     Section 8. TRANSFER OF SHARES OF STOCK

     8.1. Transfer on Books. Subject to the restrictions, if any, stated or
noted on the stock certificate, shares of stock may be transferred on the books
of the corporation by the surrender to the corporation or its transfer agent of
the certificate therefor properly endorsed or accompanied by a written
assignment and power of attorney properly executed, with necessary transfer
stamps affixed, and with such proof of the authenticity of signature as the
board of directors or the transfer agent of the corporation may reasonably
require. Except as may be otherwise required by law, by the certificate of


                                       -8-



incorporation or by these by-laws, the corporation shall be entitled to treat
the record holder of stock as shown on its books as the owner of such stock for
all purposes, including the payment of dividends and the right to receive notice
and to vote or to give any consent with respect thereto and to be held liable
for such calls and assessments, if any, as may lawfully be made thereon,
regardless of any transfer, pledge or other disposition of such stock until the
shares have been properly transferred on the books of the corporation.

     It shall be the duty of each stockholder to notify the corporation of his
post office address.

     8.2. Record Date. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the board of directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the board of directors, and which record date shall
not be more than sixty nor less than ten days before the date of such meeting.
If no such record date is fixed by the board of directors, the record date for
determining the stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the board of directors may fix a new record date for the adjourned meeting.

     In order that the corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the board of directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the board of directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the board of directors. If no
such record date has been fixed by the board of directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the board of directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation by delivery to its registered office in the state of incorporation
hand or certified or registered mail, return receipt requested, to its principal
place of business or to an officer or agent of the corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. If no
record date has been fixed by the board of directors and prior action by the
board of directors is required by applicable law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
board of directors adopts the resolution taking such prior action.

     In order that the corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or to exercise any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the board of directors may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be not
more than sixty days prior to such payment, exercise or other action. If no such
record date is fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.

                            Section 9. CORPORATE SEAL


                                       -9-



     9.1. Subject to alteration by the directors, the seal of the corporation
shall consist of a flat-faced circular die with the word "Delaware" and the name
of the corporation cut or engraved thereon, together with such other words,
dates or images as may be approved from time to time by the directors.

                         Section 10. EXECUTION OF PAPERS

     10.1. Except as the board of directors may generally or in particular cases
authorize the execution thereof in some other manner, all deeds, leases,
transfers, contracts, bonds, notes, checks, drafts or other obligations made,
accepted or endorsed by the corporation shall be signed by the chairman of the
board, if any, the president, a vice president or the treasurer.

                             Section 11. FISCAL YEAR

     11.1. The fiscal year of the corporation shall end on the 31st of December.

                             Section 12. AMENDMENTS

     12.1. These by-laws may be adopted, amended or repealed by vote of a
majority of the directors then in office or by vote of a majority of the stock
outstanding and entitled to vote. Any by-law, whether adopted, amended or
repealed by the stockholders or directors, may be amended or reinstated by the
stockholders or the directors.


                                      -10-

EX-3.130

                                                                   Exhibit 3.130

                         CERTIFICATION OF INCORPORATION
                                       OF
                      PARK AMBULANCE & OXYGEN SERVICE, INC.

We, the undersigned, for the purpose of forming a corporation, pursuant to
Section 402 of the Business Corporation Law of the State of New York, do hereby
certify:

FIRST: The name of the Corporation is PARK AMBULANCE & OXYGEN SERVICE, INC.

SECOND: The purposes for which the corporation is formed are:

(a) To operate, conduct and maintain a general ambulance business for the
transportation of injured, infirm, sick and disabled persons, and to do all
other things properly appertaining and belonging to said business;

(b) To design, patent, manufacture, buy, rent, lease, sell, exchange, import,
export and generally deal and trade in any and all kinds of medical, surgical,
hospital and drug supplies, furnishings, instruments, appliances, apparatus and
equipment;

(c) To operate, conduct and maintain the general business of buying, selling,
leasing, servicing and renting necessary supplies and equipment for hospitals
and sickrooms, private and public, all devices, appliances, furnishings useful
and usable in and about hospitals, clinics, doctors, offices, dentists' offices
and for the care and treatment of the sink and ailing, including x-ray and
therapy equipment, surgical instruments ......, anesthetics, disinfectants,
bandages, ......... drugs and medicines;

(d) To design, patent, manufacture, buy, rent, lease, sell, exchange, import,
export and generally deal in any and all kinds of apparatus, appliances, and
accessories incidental, useful and convenient to the practice of oxygen therapy;
to install, service, repair, regulate and operate, insofar as may be permitted
by law, the aforementioned apparatus, appliances and accessories;

(e) To manufacture, buy, sell, lease, deal and trade in oxygen, oxygen tents and
chambers, and in any and all resuscitative media of every kind and description,
containers thereof and administrative apparatus;

(f) To construct, purchase, lease or otherwise acquire, equip, maintain and
operate laboratories to carry on experimental and research work for the
improvement of oxygen therapy apparatus and treatments and of any other surgical
instruments, hospital and sickroom supplies and equipment usable and useful in
conjunction with any phase of its business;

(g) To purchase, lease and otherwise acquire, own and operate motor vehicles and
transportation equipment of all types, including trucks, tractors, trailers,
passenger cars and ambulances, and to carry a general trucking, transfer, cab
and cartage business, including the hauling, transporting and delivery of any
hospital and sickroom supplies, apparatus, accessories and equipment and any and
all merchandise which may be necessary or convenient to the



conduct of the business of the corporation; to lease or rent for hire motor
vehicles of all types to other persons and corporations for any legal purpose
and to furnish chauffeurs, drivers, helpers and other employees to other
corporations, firms or individuals in connection with the operation of motor
vehicles, equipment of any kind, owned leased, hired or under the control of
such other corporations, firms or Individuals.

(h) To apply for, obtain, register, purchase, lease or otherwise acquire and to
hold, use, own, operate and introduce and to sell, assign, transfer or otherwise
dispose of any trademarks, trade names, patents, inventions, licenses,
improvements and ________ used in connection with or secured under Letters
________, or otherwise to turn to account of such trademarks, patents, licenses,
processes and the like for ________, or rights;

(i) To own, buy, sell, rent, lease, build, maintain and operate buildings,
storage houses and garages for the storing, caring for and keeping for hire
therein automobiles, taxicabs, motor cars, motor trucks and vehicles of every
kind, nature and description;

(j) To buy, sell, lease, exchange, and hold real estate in the State of New York
and elsewhere;

(k) To execute bonds and mortgages upon real estate;

(l) To borrow money for its corporate purposes and to execute its obligations
therefore;

(m) To borrow money upon real estate and other securities;

(n) To buy, sell and hold stocks and bonds of other corporations;

(o) To make contracts for the erection of buildings;

(p) To establish and maintain branch offices in any part of the State of New
York and other states of the United States of America;

(q) The foregoing enumeration of specific powers shall not be held to limit or
restrict the general powers confirmed by the laws of the State of New York; and
it is hereby expressly provided that the foregoing specific powers shall not be
held to restrict or limit in any manner the powers of this corporation and that
this corporation may do all and everything necessary, suitable or proper for the
accomplishment of any of its purposes or objects hereinbefore enumerated either
along or in association with other corporations, firms or individuals to the
same extent and as fully as individuals might or could do as .... agents or
otherwise.

THIRD: The... of shares shall be two hundred (200)

[ILLEGIBLE]



Name             Post Office Address
- ----             -------------------
              
Fred Ruggiero    212 Lincoln Ave., Eastchester,



                                        2



              
                 New York
Frank Ruggiero   82 Fairway Drive, Eastchester,
                 New York



In witness whereof, we have made and signed this certificate in duplicate, this
23 day of July, 1964.


/s/ Fred Ruggerio              (L.S.)   212 Lincoln Ave., Eastchester,
- -------------------------------         New York


/s/ Frank Ruggerio             (L.S.)   82 Fairway Drive, Eastchester,
- -------------------------------         New York

STATE OF NEW YORK)   ss:
COUNTY OF BRONX)

On this 23rd day of July 1964, before me personally came Fred Ruggiero and Frank
Ruggiero, to me known and known to me as the individuals described in and who
executed the foregoing instrument, and they severally acknowledged to me that
they executed the same.


/s/ Gertrude Eder
- -------------------------------------
Gertrude Eder

MICHAEL L. BUONOCORE
COUNSELOR AT LAW
Office and Post Office Address
60 East 42nd Street
Borough of Manhattan
New York 17, N. Y.


                                        3



          CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION

                                       OF

                      PARK AMBULANCE & OXYGEN SERVICE; INC.

                Under Section 805 of the Business Corporation Law

IT IS HEREBY CERTIFIED THAT:

1. The name of the corporation is:

          PARK AMBULANCE & OXYGEN SERVICE, INC.

2. The certificate of incorporation was filed by the Department of State on the
3rd day of August, 1964.

3. The certificate of incorporation is hereby amended to effect the following
change:

To amend Paragraph (1) which sets forth the name of the corporation.

Paragraph (1) shall now read as follows:

(1) The name of the corporation is:

          PARK AMBULANCE SERVICE INC.

4. The amendment to the certificate of incorporation was authorized first by the
board of directors and then by the holder of all outstanding shares entitled to
vote thereon.

IN WITNESS WHEREOF, the undersigned hereby affirms that the statements made
herein are true under the penalties of perjury.

Dated: March 2, 1993


/s/ Lawrence Ruggiero
- -------------------------------------
Lawrence Ruggiero
Sole Shareholder


                                        4



                              CERTIFICATE OF CHANGE

                                       OF

                           PARK AMBULANCE SERVICE INC.

               UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW

WE, THE UNDERSIGNED, Robert E. Jarrett and Robert H. Byrne, being respectively
the Vice-President, Financial Operations and Secretary of Park Ambulance
Service, Inc. hereby certify:

1. The name of the corporation is Park Ambulance Service, Inc.

2. The Certificate of Incorporation of said corporation was filed by the
Department of State on August 3, 1964. It was incorporated under the name of
Park Ambulance & Oxygen Service, Inc.

3. The following was authorized by the Board of Directors:

A. To change the location of the corporation's office in New York from the
County of Bronx to the County of New York.

B. To change the post office address to which the Secretary of State shall mail
a copy of process in any action or proceeding against the corporation which may
be served on him from c/o The Corporation, 1138 Morris Park Avenue, Borough of
Bronx, City and State of New York to c/o CT Corporation, 1633 Broadway, New
York, New 10019.

C. To designate the registered agent in New York upon whom all process against
the corporation may be served on as CT Corporation System, 1633 Broadway, New
York 10019.

IN WITNESS WHEREOF, we have signed this Certificate on the 18th day of April,
1995 and we affirm the statements contained therein as true under penalties of
perjury.


/s/ Robert E. Jarrett
- -------------------------------------
Robert E. Jarrett - Vice President
Financial Operations


/s/ Robert H. Byrne
- -------------------------------------
Robert H. Byrne - Secretary


                                        5



                              CERTIFICATE OF MERGER
                                       OF

                       Associated Ambulance Service, Inc.
                       Adam Transportation Service, Inc.,
                          Park Ambulance Service, Inc.,
                      Five Counties Ambulance Service, Inc.
                        Sunrise Handicap Transport Corp.

                                      INTO
                           MEDTRANS OF NEW YORK, INC.

1. (a) The name of each constituent is as follows:

MedTrans of New York, Inc.
Associated Ambulance Service, Inc.
Adam Transportation Service, Inc.
Park Ambulance Service, Inc.
Five Counties Ambulance Service, Inc.
Sunrise Handicap Transport Corp.

(b) The name of the surviving corporation is MedTrans of New York, Inc. and
following the merger its name shall be MedTrans of New York, Inc.

2. As to each constituent corporation, the designation and number of outstanding
shares of each class and series and the voting rights thereof are as follows:



                              Designation and         Class or Series    Shares entitled
                          of shares in each class   of Shares entitled     to vote as a
Name of Corporation        or series outstanding          to Vote        class or series
- -------------------       -----------------------   ------------------   ---------------
                                                                
MedTrans of               100 Common                Common                      1
New York, Inc.

Associated Ambulance      1,000 Common              Common                      1
Service, Inc.

Adam Transportation       l00 Common                Common                      1
Service, Inc.

Park Ambulance            50 Common                 Common                      1
Service, Inc.

Five Counties Ambulance   100 Common                Common                      1

Sunrise Handicap          100 Common                Common                      1
Transport Corp.



                                        6



3. There will be no amendments or changes made to the Certificate of
Incorporation of the surviving corporation once the merger has taken place.

4. The date when the Certificate of Incorporation of each constituent
corporation was filed by the Department of State is as follows:



Name of Corporation                     Date of Incorporation
- -------------------                     ---------------------
                                     
MedTrans of New York, Inc.              December 27, 1994

Associated Ambulance Service, Inc.      April 8, 1988 (under the name of
                                        Amb-U-Chair Coaches, Inc.)

Adam Transportation Service, Inc.       December 23, 1988

Park Ambulance Service, Inc.            August 3, 1964 (under the name of Park
                                        Ambulance & Oxygen Service, Inc.)

Five Counties Ambulance Service, Inc.   November 23, 1964

Sunrise Handicap Transport Corp.        May 11, 1981


5. The merger was adopted by each constituent corporation in the following
manner:

(a) As to MedTrans of New York, Inc., by the unanimous written consent of the
shareholders.

(b) As to Associated Ambulance Service, Inc., by the unanimous written consent
of the shareholders.

(c) As to Adam Transportation Service, Inc., by the unanimous written consent of
the shareholders.

(d) As to Park Ambulance Service, Inc., by the unanimous written consent of the
shareholders.

(e) As to Five Counties Ambulance Service, Inc., by the unanimous written
consent of the shareholders.

(f) As to Sunrise Handicap Transport Corp., by the unanimous written consent of
the shareholders.

6. The merger shall be effected on the 31st day of August, 1996.


                                        7



IN WITNESS WHEREOF, we have signed this certificate on the 27th day of August,
1996, and we affirm the statements therein as true under penalties or perjury.

MedTrans of New York, Inc.


By: /s/ Michael Forsayeth
    ---------------------------------
Michael Forsayeth - Vice President


By: /s/ Robert H. Byrne
    ---------------------------------
Robert H. Byrne, Secretary


Associated Ambulance Service, Inc.


By: /s/ Michael Forsayeth
    ---------------------------------
Michael Forsayeth - Vice President


By: /s/ Robert H. Byrne
    ---------------------------------
Robert H. Byrne, Secretary


Adam Transportation Service, Inc.


By: /s/ Michael Forsayeth
    ---------------------------------
Michael Forsayeth - Vice President


By: /s/ Robert H. Byrne
    ---------------------------------
Robert H. Byrne, Secretary


Park Ambulance Service, Inc.


By: /s/ Michael Forsayeth
    ---------------------------------
Michael Forsayeth - Vice President


By: /s/ Robert H. Byrne
    ---------------------------------
Robert H. Byrne, Secretary


Five Counties Ambulance Service, Inc.


By: /s/ Michael Forsayeth
    ---------------------------------
Michael Forsayeth - Vice President


By: /s/ Robert H. Byrne
    ---------------------------------
Robert H. Byrne, Secretary


Sunrise Handicap Transport corp.


                                       8




By: /s/ Michael Forsayeth
    ---------------------------------
Michael Forsayeth - Vice President


By: /s/ Robert H. Byrne
    ---------------------------------
Robert H. Byrne, Secretary


                                       9



At a Special Term of the Supreme Court of the State of New York, County of
Albany, held at the Court House in Albany, New York, on the 18 day of March,
1997

PRESENT:

HON. THOMAS W. KEEGAN, JUSTICE.

SUPREME COURT
COUNTY OF ALBANY
STATE OF NEW YORK

MEDTRANS OF NEW YORK, INC.,
ASSOCIATED AMBULANCE SERVICE, INC.,
ADAM TRANSPORTATION SERVICE, INC.,
PARK AMBULANCE SERVICE, INC.,
FIVE COUNTIES AMBULANCE SERVICE, INC. and
SUNRISE HANDICAP TRANSPORT CORP.

Plaintiffs,

AGAINST

SECRETARY OF STATE OF THE STATE OF NEW YORK,

Defendant.

ORDER

Plaintiffs, MEDTRANS OF NEW YORK, INC., ASSOCIATED AMBULANCE SERVICE, INC., ADAM
TRANSPORTATION SERVICE, INC., PARK AMBULANCE SERVICE, INC., FIVE COUNTIES
AMBULANCE SERVICE, INC. and SUNRISE HANDICAP TRANSPORT CORP. by their attorney,
Lawrence A. Kirsch, Esq., by an Order To Show Cause having sought an Order in
this Court annulling the filing of the Certificate of Merger of the above named
corporations into MEDTRANS OF NEW YORK, INC. filed on the 31st day of August,
1996, with the Division of Corporations of the New York State Secretary of
State's Office, and upon reading and filing the affidavit of Lawrence A. Kirsch,
Esq., sworn to the 28th day of February, 1997, and the Defendant having no
objection to such order, it is hereby

ORDERED, that the Certificate of Merger of ASSOCIATED AMBULANCE SERVICE, INC.,
ADAM TRANSPORTATION SERVICE, INC., PARK AMBULANCE SERVICE, INC., FIVE COUNTIES
AMBULANCE SERVICE, INC. AND SUNRISE HANDICAP TRANSPORT CORP. into MEDTRANS OF
NEW YORK, INC. filed in the Offices of the Division of Corporations of the New
York Secretary of State's Office on August 30, 1996, to be effective August 31,
1996 be annulled, and it is further


                                       10



ORDERED, that the constituent corporations to the above merger be restored to
the index of existing corporations of the Department of State, Division of
Corporations, and it is further

ORDERED, that Plaintiffs file a copy of this Order with the Department of State,
Division of Corporations with respect to each of the above named entities and
pay the appropriate statutory filing fees for same.

Signed this 18 day of March, 1997, at Albany, New York.


/s/ Hon. Thomas W. Keegan
- -------------------------------------
Hon. Thomas W. Keegan
Justice of the Supreme Court

STATE OF NEW YORK
COUNTY OF ALBANY CLERK'S OFFICE
ss.:

I, THOMAS G. CLINGAN, Clerk of the said County, and also Clerk of the Supreme
and County Courts, being Courts of Record held therein, DO HEREBY CERTIFY that I
have compared the annexed copy Order with the original thereof filed in this
office on the 18 day of March 1997 and that the same is a correct transcript
therefrom, and of the whole of said original.

IN TESTIMONY WHEREOF, I have hereunto set my name and affixed my official seal,
this 18 day of March 1997.


/s/ X
- -------------------------------------
Clerk


                                       11



COURT ORDER NULLIFYING

CERTIFICATE OF MERGER OF

MEDTRANS OF NEW YORK, INC.
ASSOCIATED AMBULANCE SERVICE, INC.
ADAM TRANSPORTATION SERVICE, INC.
PARK AMBULANCE SERVICE, INC.
FIVE COUNTIES AMBULANCE SERVICE, INC.
SUNRISE HANDICAP TRANSPORT CORP.

Filed by:

HARTER, SECREST & EMERY
700 MIDTOWN TOWER
ROCHESTER, NY 14604-2070


                                       12



CERTIFICATE OF CHANGE
OF

PARK AMBULANCE SERVICE INC.

Under Section 805-A of the Business Corporation Law

1. The name of the corporation is
PARK AMBULANCE SERVICE INC.

If applicable, the original name under which it was formed is
PARK AMBULANCE & OXYGEN SERVICE, INC.

2. The Certificate of Incorporation of said corporation was filed by the
Department of State on 8/3/64.

3. The address of CT Corporation System as the registered agent of said
corporation is hereby changed from CT CORPORATION SYSTEM, 1633 BROADWAY, NEW
YORK, NY 10019 to 111 Eighth Avenue, New York, New York 10011.

4. The address to which the Secretary of State shall mail a copy of process in
any action or proceeding against the corporation which may be served on him is
hereby changed from c/o CT CORPORATION SYSTEM, 1633 BROADWAY, NEW YORK, NY 10019
to c/o CT Corporation System, 111 Eighth Avenue, New York, New York 10011.

5. Notice of the above changes was mailed to the corporation by CT Corporation
System not less than 30 days prior to the date of delivery to the Department of
State and such corporation has not objected thereto.

6. CT Corporation System is both the agent of such corporation to whose address
the Secretary of State is required to mail copies of process and the registered
agent of such corporation.

IN WITNESS WHEREOF, I have signed this certificate on September 1, 1999 and
affirm the statements contained herein as true under penalties of perjury.

C T CORPORATION SYSTEM


By: /s/ Kenneth J. Uva
    ---------------------------------
    Kenneth J. Uva
    Vice President

NY Domestic Corporation agent/process address


                                       13

EX-3.131

                                                                   Exhibit 3.131

                                 AMENDMENT NO. 1

                                       TO

                                    BYLAWS OF

                          PARK AMBULANCE SERVICE, INC.

     Pursuant to Article XI, Section (a) of the Bylaws (the "Bylaws") of Park
Ambulance Service, Inc., a New York corporation (the "Company"), the Bylaws of
the Company are hereby amended as set forth:

Article III, Section 7 is hereby amended and restated in its entirety to read as
follows:

7. Quorum of Directors. A majority of directors then in office shall constitute
a quorum for the transaction of business at any meeting.

Article III, Section 8 is hereby amended and restated in its entirety to read as
follows:

8. Action of the Board. Action of the board shall be authorized by the role of a
majority of the directors present at the time of the vote if there is a quorum,
unless otherwise provided by law or these by-laws. In the absence of a quorum, a
majority of the directors present may adjourn any meting from time to time until
a quorum is present.



                                     BY-LAWS

                                       of

                      PARK AMBULANCE & OXYGEN SERVICE, INC.

                               ARTICLE I - OFFICES

The principal office of the corporation shall be in the City of New York, County
of Bronx, State of New York. The corporation may also have offices at such other
places within or with-out the State of New York as the board may from time to
time determine or the business of the corporation may require.

                            ARTICLE II - SHAREHOLDERS

1. PLACE OF MEETINGS.

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

2. ANNUAL MEETING.

The annual meeting of the shareholders shall be held on the 1st day of September
at 2:00 P. M. in each year if not a legal holiday, and, if a legal holiday, then
on the next business day following at the same hour, when the shareholders shall
elect a board and trans-act such other business as may properly come before the
meeting.

3. SPECIAL MEETINGS.

Special meetings of the shareholders may be called by the board or by the
president and shall be called by the president or the secretary at the request
in writing of a majority of the board or at the request in writing by
shareholders owning a majority in amount of the shares issued and outstanding.
Such request shall state the purpose or purposes of the proposed meeting.
Business transacted at a special meeting shall be confined to the purposes
stated in the notice.

4. FIXING RECORD DATE.

For the purpose of determining the shareholders entitled to notice of or to vote
at any meeting of shareholders or any adjournment thereof, or to express consent
to or dissent from any proposal without a meeting, or for the purpose of
determining shareholders entitled to receive payment of any dividend or the
allotment of any rights, or for the purpose of any other action, the board shall
fix, in advance, a date as the record date for any such determination of
shareholders. Such date shall not be more than fifty nor less than ten days
before the date of such meeting, nor more than fifty days prior to any other
action. If no record date is fixed it shall be determined in accordance with the
provisions of law.


                                        2



5. NOTICE OF MEETINGS OF SHAREHOLDERS.

Written notice of each meeting of shareholders shall state the purpose or
purposes for which the meeting is called, the place, date and hour of the
meeting and unless it is the annual meeting, shall indicate that it is being
issued by or at the direction of the person or persons calling the meeting.
Notice shall be given either personally or by mail to each shareholder entitled
to vote at such meeting, not less than ten nor more than fifty days before the
date of the meeting. If action is proposed to be taken that might entitle
shareholders to payment for their shares, the notice shall include a statement
of that purpose and to that effect. If mailed, the notice is given when
deposited in the United States mail, with postage thereon prepaid, directed to
the shareholder at his address as it appears on the record of shareholders, or,
if he shall have filed with the secretary a written request that notices to him
be mailed to some other address, then directed to him at such other address.

6. WAIVERS.

Notice of meeting need not be given to any shareholder who signs a waiver of
notice, in person or by proxy, whether before or after the meeting. The
attendance of any shareholder at a meeting, in person or by proxy, with-out
protesting prior to the conclusion of the meeting the lack of notice of such
meeting, shall constitute a waiver of notice by him.

7. QUORUM OF SHAREHOLDERS.

The proportion of shares the holders of which shall be pre-sent in person or
represented by proxy at any meeting of the shareholders in order to constitute a
quorum for the transaction of any business thereat, shall be 100%.

When a quorum is once present to organize a meeting, it is not broken by the
subsequent withdrawal of any shareholders.

The shareholders present may adjourn the meeting despite the absence of a
quorum.

8. PROXIES.

Every shareholder entitled to vote at a meeting of shareholders or to express
consent or dissent without a meeting may authorize another person or persons to
act for him by proxy.

Every proxy must be signed by the shareholder or his attorney-in-fact. No proxy
shall be valid after expiration of eleven months from the date thereof unless
otherwise provided in the proxy. Every proxy shall be revocable at the pleasure
of the shareholder executing it, except as otherwise provided by law.

9. QUALIFICATION OF VOTERS.


                                        3



Every shareholder of record shall be entitled at every meeting of shareholders
to one vote for every share standing in his name on the record of shareholders,
unless otherwise provided in the certificate of incorporation.

10. VOTE OF SHAREHOLDERS.

The proportion of votes or consents of the holders of shares which shall be
necessary for the transaction of any business at any meeting of the
shareholders, including amendments to the Certificate of Incorporation, or the
giving of any consent, shall be 100%.

11. WRITTEN CONSENT OF SHAREHOLDERS.

Any action that may be taken by vote may be taken without a meeting on written
consent, setting forth the action so taken, signed by the holders of all the
outstanding shares entitled to vote thereon or signed by such lesser number of
holders as may be provided for in the certificate of incorporation.

                             ARTICLE III - DIRECTORS

1. BOARD OF DIRECTORS.

Subject to any provision in the certificate of incorporation the business of the
corporation shall be managed by its board of directors, each of whom shall be at
least 21 years of age and must be shareholders.

2. NUMBER OF DIRECTORS.

The number of directors shall be two (2).

When all of the shares are owned by less than three shareholders, the number of
directors may be less than three but not less than the number of shareholders.

3. ELECTION AND TERM OF DIRECTORS.

At each annual meeting of shareholders, the shareholders shall elect directors
to hold office until the next annual meeting. Each director shall hold office
until the expiration of the term for which he is elected and until his successor
has been elected and qualified, or until his prior resignation or removal.

4. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board for any reason except the removal
of directors without cause may be filled by a vote of a majority of the
directors then in office, although less than a quorum exists, unless otherwise


                                        4



provided in the certificate of incorporation. Vacancies occurring by reason of
the removal of directors without cause shall be filled by vote of the
shareholders unless otherwise provided in the certificate of incorporation. A
director elected to fill a vacancy caused by resignation, death or removal shall
be elected to hold office for the unexpired term of his predecessor.

5. REMOVAL OF DIRECTORS.

Any or all of the directors may be removed for cause by vote of the shareholders
or by action of the board. Directors may be removed without cause only by vote
of the shareholders.

6. RESIGNATION.

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

7. QUORUM OF DIRECTORS.

The number of directors who shall be present at any meeting of the board, in
order to constitute a quorum for the trans-action of any business, shall be two
(2).

8. ACTION OF THE BOARD.

The number of votes of directors which shall be necessary for the transaction of
any business at any meeting of the board, shall be two (2).

9. PLACE AND TIME OF BOARD MEETINGS.

The board may hold its meetings at the office of the corporation or at such
other places, either within or without the State of New York, as it may from
time to time determine.

10. REGULAR ANNUAL MEETING.

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

11. NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT.

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


                                        5



(b) A majority of the directors present, whether or not a quorum is present, may
adjourn any meeting to another time and place. Notice of the adjournment shall
be given all directors who were absent at the time of the adjournment and,
unless such time and place are announced at the meeting, to the other directors.

12. CHAIRMAN.

At all meetings of the board the president, or in his absence, a chair-man
chosen by the board shall preside.

13. EXECUTIVE AND OTHER COMMITTEES.

The board, by resolution adopted by a majority of the entire board, may
designate from among its members an executive committee and other committees,
each consisting of three or more directors. Each such committee shall serve at
the pleasure of the board.

14. COMPENSATION.

No compensation shall be paid to directors, as such, for their services, but by
resolution of the board a fixed sum and expenses for actual attendance, at each
regular or special meeting of the board may be authorized. Nothing herein
contained shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.

                              ARTICLE IV - OFFICERS

1. OFFICES, ELECTION, TERM.

(a) Unless otherwise provided for in the certificate of incorporation, the board
may elect or appoint a president, one or more vice-presidents, a secretary and a
treasurer, and such other officers as it may determine, who shall have such
duties, powers and functions as hereinafter provided.

(b) All officers shall be elected or appointed to hold office until the meeting
of the board following the annual meeting of shareholders.

(c) Each officer shall hold office for the term for which he is elected or
appointed and until his successor has been elected or appointed and qualified.

2. REMOVAL, RESIGNATION, SALARY, ETC.

(a) Any officer elected or appointed by the board may be removed by the board
with or without cause.

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


                                        6



(c) Any two or more offices may be held by the same person, except the offices
of president and secretary.

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

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

3. PRESIDENT.

The president shall be the chief executive officer of the corporation; he shall
preside at all meetings of the shareholders and of the board; he shall have the
management of the business of the corporation and shall see that all orders and
resolutions of the board are carried into effect.

4. VICE-PRESIDENTS.

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

5. SECRETARY.

The secretary shall:

(a) attend all meetings of the board and of the shareholders;

(b) record all votes and minutes of all proceedings in a book to be kept for
that purpose;

(c) give or cause to be given notice of all meetings of shareholders and of
special meetings of the board;

(d) keep in safe custody the seal of the corporation and affix it to any
instrument when authorized by the board;

(e) when required, prepare or cause to be prepared and available at each meeting
of shareholders a certified list in alphabetical order of the names of
shareholders entitled to vote thereat, indicating the number of shares of each
respective class held by each;

(f) keep all the documents and records of the corporation as required by law or
otherwise in a proper and safe manner.

(g) perform such other duties as may be prescribed by the board.

6. ASSISTANT-SECRETARIES.


                                        7



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

7. TREASURER.

The treasurer shall:

(a) have the custody of the corporate funds and securities;

(b) keep full and accurate accounts of receipts and disbursements in the
corporate books;

(c) deposit all money and other valuables in the name and to the credit of the
corporation in such depositories as may be designated by the board;

(d) disburse the funds of the corporation as may be ordered or authorized by the
board and preserve proper vouchers for such disbursements;

(e) render to the president and board at the regular meetings of the board, or
whenever they require it, an account of all his transactions as treasurer and of
the financial condition of the corporation;

(f) render a full financial report at the annual meeting of the share-holders if
so requested;

(g) be furnished by all corporate officers and agents at his request, with such
reports and statements as he may require as to all financial transactions of the
corporation;

(h) perform such other duties as are given to him by these by-laws or as from
time to time are assigned to him by the board or the president.

8. ASSISTANT-TREASURER.

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

9. SURETIES AND BONDS.

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


                                        8



                       ARTICLE V - CERTIFICATES FOR SHARES

1. CERTIFICATES.

The shares of the corporation shall be represented by certificates. They shall
be numbered and entered in the books of the corporation as they are issued. They
shall exhibit the holder's name and the number of shares and shall be signed by
the president or a vice-president and the treasurer or the secretary and shall
bear the corporate seal.

2. LOST OR DESTROYED CERTIFICATES.

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

3. TRANSFERS OF SHARES.

(a) Upon surrender to the corporation or the transfer agent of the corporation
of a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled there-to, and
cancel the old certificate; every such transfer shall be entered on the transfer
book of the corporation which shall be kept at its principal office. No transfer
shall be made within ten days next preceding the annual meeting of shareholders.

(b) The corporation shall be entitled to treat the holder of record of any share
as the holder in fact thereof and, accordingly, shall not be bound to recognize
any equitable or other claim to or interest in such share on the part of any
other person whether or not it shall have express or other notice thereof,
except as expressly provided by the laws of New York.

4. CLOSING TRANSFER BOOKS.

The board shall have the power to close the share transfer books of the
corporation for a period of not more than ten days during the thirty day period
immediately preceding (1) any shareholders' meeting, or (2) any date upon which
shareholders shall be called upon to or have a right to take action without a
meeting, or (3) any date fixed for the payment of a dividend or any other form
of distribution, and only those shareholders of record at the time the transfer
books are closed, shall be recognized as such for the purpose of (1) receiving
notice of or voting at such meeting, or (2) allowing them to take appropriate
action, or (3) entitling them to receive any dividend or other form of
distribution.


                                        9



                             ARTICLE VI - DIVIDENDS

Subject to the provisions of the certificate of incorporation and to applicable
law, dividends on the outstanding shares of the corporation may be declared in
such amounts and at such time or times as the board may determine. Before
payment of any dividend, there may be set aside out of the net profits of the
corporation available for dividends such sum or sums as the board from time to
time in its absolute discretion deems proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other purpose as the board shall think
conducive to the interests of the corporation, and the board may modify or
abolish any such reserve.

                          ARTICLE VII - CORPORATE SEAL

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

                     ARTICLE VIII - EXECUTION OF INSTRUMENTS

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

                            ARTICLE IX - FISCAL YEAR

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

             ARTICLE X - REFERENCES TO CERTIFICATE OF INCORPORATION

Reference to the certificate of incorporation in these by-laws shall include all
amendments thereto or changes thereof unless specifically excepted.

                           ARTICLE XI - BY-LAW CHANGES

AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS.

(a) Except as otherwise provided in the certificate of incorporation the by-laws
may be amended, repealed or adopted by vote of the holders of the shares at the
time entitled to vote in the election of any directors. By-laws may also be
amended, repealed or adopted by the board but any by-law adopted by the board
may be amended by the shareholders entitled to vote thereon as hereinabove
provided.


                                       10



(b) If any by-law regulating an impending election of directors is adopted,
amended or repealed by the board, there shall be set forth in the notice of the
next meeting of shareholders for the election of directors the by-law so
adopted, amended or repealed, together with a concise statement of the changes
made.


                                       11

EX-3.132

                                                                   Exhibit 3.132

Articles of Incorporation
of
PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC.
(Name of Corporation)

The undersigned, a majority of whom are citizens of the United States, desiring
to form a corporation, for profit, under Sections 1701.01 et seq. of the Revised
Code of Ohio, do hereby certify:

FIRST. The name of said corporation shall be PHYSICIANS & SURGEONS AMBULANCE
SERVICE, INC.

SECOND. The place in Ohio where its principal office is to be located is 1655 E.
Market St. Akron, Ohio, Summit County. (City, Village or Township)

THIRD. The purposes for which it is formed are:

To engage in the business of providing ambulance and First Aid service in the
City of Akron, Ohio and elsewhere; to own, operate, sell, lease or rent supplies
and equipment for aid to the sick, injured and invalid persons and in general do
all things usually or necessarily done by an Ambulance Company.

To construct, buy or otherwise acquire, hold, handle, lease, manage, exchange,
sell, mortgage, pledge and dispose of any property, real or personal, or mixed,
as the case may be, as may be required by the corporation, and in manner and
form as provided by law, and to enter into, make, perform and carry out
contracts for any lawful purposes pertaining to the business or property of the
corporation with any person, firm, association or corporation in manner and form
as provided by law.

To issue bonds, debentures, or obligations of this company from time to time for
any of the objectives or purposes of the corporation and to secure the same by
note, pledge, deed of trust or otherwise.

To conduct its business in any or all of its branches and maintain offices both
within and without the State of Ohio and in any and all other States of the
United States of America.

To acquire, buy, purchase or otherwise hold, possess, mortgage, transfer, hold,
convey or otherwise dispose of real or personal property without limitation to
the extent that the same may be permissible under their laws.

To acquire all or any part of the goodwill, rights, property and business of any
corporation, association, partnership, firm, trustee, syndicate, combination,
organization, or other entity, or individual, domestic or foreign, heretofore or
hereafter engaged in any business similar to the business of the corporation or
otherwise, and to pay for the same in cash or in shares or obligations of the
corporation or otherwise, and to hold, utilize, enjoy and in any manner dispose
of the whole or any part of the rights and property so acquired, and to assume
in connection therewith any liabilities of any such corporation, association,
partnership, firm, trustee, syndicate, combination, organization, individual or
other entity, domestic or foreign, and to

conduct in the State of Ohio and/or in any other state, territory, locality or
country the whole or any part of the business thus acquired, provided such
business is not prohibited by the laws of the State of Ohio.

The foregoing clauses shall be construed both as objects and powers and it is
hereby expressly provided that the enumeration herein of specific objects and
powers shall not be held to limit or restrict in any way the general powers of
the corporation, to do any act permitted by the General Corporation laws of the
State of Ohio and to exercise all powers incidental to its stated purpose.

FOURTH. The number of shares which the corporation is authorized to have
outstanding is Two hundred fifty (250) shares, all of which shall be without par
value.

Shares without par value may be issued pursuant to subscriptions taken by the
incorporators, and, after organization, shares without par value now or
hereafter authorized may be issued or agreed to be issued from time to time for
such amount or amounts of consideration as may be fixed from time to time by the
board of directors. The board of directors in its discretion may fix different
amounts and/or kinds of consideration for the issuance of shares without par
value, whether issued at the time or different times, and may determine that
only a part or proportion of the amount or amounts of consideration which shall
be received by the corporation shall be stated capital. Any and all shares
without par value so issued, the consideration for which, as fixed by the
incorporators or by the board of directors, has been paid or delivered, shall be
fully paid and non-assessable.

FIFTH. The amount of stated capital with which the corporation shall begin
business is Twenty five hundred and no/100--------------Dollars ($2500.00).

IN WITNESS WHEREOF, We have hereunto subscribed our names, this 1st day of June,
1959.

PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC.
            (Name of Corporation)


/s/ William H. Enderlein, Jr.
- -------------------------------------
William H. Enderlein, Jr.


/s/ Ralph B. Appleby, Jr.
- -------------------------------------
Ralph B. Appleby, Jr.


/s/ Richard A. Nye
- -------------------------------------
Richard A. Nye

(INCORPORATORS' NAMES SHOULD BE TYPED OR PRINTED BENEATH SIGNATURES)

N.B. Articles will be returned unless accompanied by form designating statutory
agent. See Section 1701.07, Revised Code of Ohio.


                                       2

ORIGINAL APPOINTMENT OF AGENT

The undersigned, being at least a majority of the incorporators of

PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC.,
             (Name of Corporation)

hereby appoint William H. Enderlein, Jr.,
                          (Name of Agent)

a natural person resident in the county in which
Physicians & Surgeons Ambulance Service, Inc.
                        (Name of Corporation)

has its principal office (strike out phrase not applicable), upon whom (which)
any process, notice or demand required or permitted by statute to be served upon
the corporation may be served. His (Its) complete address is
774 Good Park Blvd., Akron, Summit County, Ohio.
(Street or Avenue)   (City or Village)

PHYSICIANS & SURGEONS AMBULANCE SERVICE, Inc.
     (Name of Corporation)


/s/ William H. Enderlein, Jr.
- ----------------------------------------
William H. Enderlein, Jr.


/s/ Ralph B. Appleby, Jr.
- ----------------------------------------
Ralph B. Appleby, Jr.


/s/ Richard A. Nye
- ----------------------------------------
Richard A. Nye

(INCORPORATORS NAMES SHOULD BE TYPED OR PRINTED BENEATH SIGNATURES)

Akron, Ohio
June 1st, 1959

Physicians & Surgeons Ambulance Service, Inc.
            (Name of Corporation)

Gentlemen: I, It (strike out word not applicable) hereby accept(s) appointment
as agent of your corporation upon whom process, tax notices or demands may be
served.

William H. Enderlein, Jr.


/s/ William H. Enderlein, Jr.
- ----------------------------------------
(Signature of Agent or
Name of Corporation)


By
   -------------------------------------
(Signature of Officer Signing and Title)


                                       3

Remarks: All articles of incorporation must be accompanied by an original
appointment of agent. There is no filing fee for this appointment.

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER, made and entered into this 17th day of June,
1992, by and between PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC., an Ohio
corporation, (hereinafter referred to as "P&S Ambulance") and P&S AMBULANCE,
TEXAS, INC., a Texas corporation (hereinafter referred to as "P&S Ambulance
Texas"), both corporations being sometimes hereinafter collectively referred to
as the "Constituent Corporations".

WITNESSETH, That:

WHEREAS, P&S Ambulance is a corporation duly organized under and existing by
virtue of the laws of the State of Ohio; and

WHEREAS, P&S Ambulance, Texas, is a corporation duly organized under and
existing by virtue of the laws of the State of Texas and has one share of common
stock issued and outstanding; and

WHEREAS, the sole share of the issued and outstanding capital stock of P&S
Ambulance, Texas is wholly owned by P&S Ambulance and there are no other shares
issued or outstanding to any other shareholder; and

WHEREAS, the respective Boards of Directors and shareholders of the Constituent
Corporations deem it advisable that P&S Ambulance, Texas, the disappearing
corporation, be merged into P&S Ambulance, the Surviving Corporation, under the
laws of the State of Ohio and the laws of the State of Texas; and

WHEREAS, this Agreement and Plan of Merger has been proposed and approved by the
Directors of P&S Ambulance, Texas and adopted by the shareholders of P&S
Ambulance, Texas in the manner prescribed by the laws of the State of Texas,
under which said corporation is organized; and

WHEREAS, this Agreement and Plan of Merger has been approved by the Directors of
P&S Ambulance in the manner prescribed by the laws of the State of Ohio, under
which said corporation is organized; and

WHEREAS, no further authorization or approval is required under either the laws
of the State of Texas or the laws of the State of Ohio per Ohio Revised Code
Section 1701.80(c)(1).

NOW, THEREFORE, the parties to this Agreement, in consideration of the premises
and of the mutual agreements herein contained, have agreed and do hereby agree,
each with the other as follows:

1. EFFECTIVE DATE. Effective at 11:59 p.m., Eastern Standard Time, on June 30,
1992, or as soon thereafter as this Agreement and Plan of Merger shall have been
filed, together with appropriate Certificates of Merger or Articles of Merger,
with both the Secretary of State of Texas, in accordance with the Texas Business
Corporation Act and acts amendatory thereof, and the Secretary of State of Ohio,
in accordance with the Ohio General Corporation Law and acts amendatory thereof,
P&S Ambulance, Texas shall be merged into P&S Ambulance, the surviving
corporation. Upon such filing, the separate existence of P&S Ambulance, Texas
shall


                                       4

cease (except insofar as continued by statute); and the two (2) corporations
shall become and thenceforth be a single corporation, to-wit: PHYSICIANS &
SURGEONS AMBULANCE SERVICE, INC., an Ohio corporation (the "Surviving
Corporation"). The date and the time upon which P&S Ambulance, Texas shall have
been merged into P&S Ambulance is hereinafter sometimes referred to as "the
effective date of this merger".

2. NAME OF SURVIVOR. The name of the Surviving Corporation, as set forth in its
current Articles of Incorporation, is and shall continue to be upon the
effective date of this merger, "PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC.",
and said corporation shall continue to be governed by the laws of the State of
Ohio.

3. ARTICLES OF SURVIVOR. Upon the effective date of this merger the Articles of
Incorporation of P&S Ambulance, as the same have been amended to the date
hereof, shall be the Articles of Incorporation of the Surviving Corporation upon
and after the effective date of the merger.

4. DIRECTORS. The Directors of the Surviving Corporation on the effective date
of this merger shall continue as such until successors are duly elected or
designated after the effective date of the merger.

5. CODE OF REGULATIONS OF SURVIVOR. The Code of Regulations of P&S Ambulance, as
the same have been amended as of the date hereof, shall constitute and continue
as the Code of Regulations of the Surviving Corporation.

6. LOCATION OF PRINCIPAL OFFICE. The location of the principal office of the
Surviving Corporation in the State of Ohio shall be its present location at 1511
East Market, Akron, Ohio, 44305.

7. CONSENT TO SUIT. The Surviving Corporation hereby consents to be sued and
served with process in the State of Ohio, and irrevocably appoints the Secretary
of State of the State of Ohio as its agent to accept service of process in any
proceeding in the State of Ohio to enforce against the Surviving Corporation any
obligation of P&S Ambulance, Texas or to enforce the rights of a dissenting
shareholder of P&S Ambulance, Texas.

8. STATUTORY AGENT. The Surviving Corporation hereby appoints as its statutory
agent within the State of Ohio Michael L. Stark, Stark & Knoll Co., L.P.A., 1512
Ohio Edison Building, 76 South Main Street, Akron, Ohio, 44308, upon whom any
process, notice or demand required or permitted by statute to be served on the
Surviving Corporation may be served.

9. TERMS AND CONDITIONS OF MERGER. The terms and conditions of this merger and
the mode of carrying the same into effect are as follows:

a. Upon the effective date of this merger, P&S Ambulance as the sole shareholder
of P&S Ambulance, Texas, shall surrender for cancellation its outstanding shares
of P&S Ambulance, Texas which it presently owns and said Surviving Corporation
shall cause the same and such shares represented thereby to be cancelled.

b. No additional shares of P&S Ambulance shall be issued as a result of this
merger.

10. TERMINATION OF EXISTENCE. Upon the effective date of this merger, the
separate existence of P&S Ambulance, Texas shall cease, and the corporate
existence and identity of P&S Ambulance shall continue as the Surviving
Corporation.

11. EFFECT OF MERGER. The Surviving Corporation, without further action, shall
succeed to all the rights, privileges, powers and franchises of a public as well
as of a private nature and be subject to all the restrictions, disabilities and
duties, of each of the Constituent


                                       5

Corporations: and all and singular the rights, privileges, powers and franchises
of each of the Constituent Corporations, and all property, real, personal and
mixed, and all debts due to each Constituent Corporation on whatever account, as
well for stock subscriptions as all other things in action or belonging to each
Constituent Corporation shall be vested in the Surviving Corporation; and all
property, rights, privileges, powers and franchises, and all property of the
Surviving Corporation as they were of the Constituent Corporations; and the
title to any real estate vested by deed or otherwise, under the laws of the
State of Texas or of any other jurisdiction, in each Constituent Corporation
shall not revert or be in any way impaired by reason of the merger; provided,
however, that all rights of creditors and all liens upon any property of the
Constituent Corporations shall be preserved unimpaired, and all debts,
liabilities and duties of the Constituent Corporations shall thenceforth attach
to the Surviving Corporation, and may be enforced against it to the same extent
as if said debts, liabilities and duties had been incurred or contracted by it.

12. ABANDONMENT OF MERGER. Notwithstanding the approval of this Agreement and
Plan of Merger by the Boards of Directors or shareholders of the Constituent
Corporations, the merger herein contemplated may be abandoned and this Agreement
and Plan of Merger may be terminated at any time prior to the effective date of
this merger by mutual agreement of the Boards of Directors of the Constituent
Corporations.

IN WITNESS WHEREOF, the corporations parties hereto have caused this Agreement
and Plan of Merger to be signed in their respective corporate names by their
respective officers thereunto duly authorized as of the day and year first
hereinabove written.

PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC.


By: /s/ Ronald L. Myers
    ---------------------------------
    Ronald L. Myers, President


Attest: /s/ Eric Voth
        -----------------------------
        Eric Voth, Secretary


P&S AMBULANCE, TEXAS, INC.


By: /s/ Ronald L. Myers
    ---------------------------------
    Ronald L. Myers, President


Attest: /s/ Michael L. Stark
        -----------------------------
        Michael L. Stark,
        Assistant Secretary


                                       6

CERTIFICATE OF MERGER

The undersigned, the President and Secretary, respectively, of PHYSICIANS &
SURGEONS AMBULANCE SERVICE, INC., an Ohio corporation (the "Corporation"), do
hereby certify that attached hereto and made a part hereof is a signed copy of
an Agreement and Plan of Merger by and between said Corporation and P&S
AMBULANCE, TEXAS, INC., a Texas corporation and a wholly owned subsidiary of the
Corporation.

The undersigned, the President and Secretary, respectively, of said Corporation
further hereby certify that the attached Agreement and Plan of Merger was duly
proposed and approved by the Directors of said Corporation pursuant to the
provisions of Section 1701.80 of the Ohio General Corporation Law. Shareholder
approval is not required per Ohio Revised Code, Section 1701.80(C)(1).

The effective time and date of said merger shall be 11:59 p.m., Eastern Standard
Time, on June 30, 1992 or as soon thereafter as the Agreement and Plan of Merger
shall have been filed, together with this Certificate of Merger and the Articles
of Merger to be filed with the respective secretaries of State of Ohio and
Texas.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 17th day
of June, 1992.

PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC.


By: /s/ Ronald L. Myers
    ---------------------------------
    Ronald L. Myers, President


Attest: /s/ Eric Voth
        -----------------------------
        Eric Voth, Secretary

STATE OF OHIO
SS:
SUMMIT COUNTY

On this 17th day of June, 1992, before me, a Notary Public, in and for said
County and State, personally appeared Ronald L. Myers, President and Eric Voth,
Secretary of PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC., an Ohio corporation,
who acknowledged that they did sign the foregoing instrument on behalf of such
Corporation and by authority of said Corporation and that the same is their
voluntary act and deed on behalf of said Corporation, and the voluntary act and
deed of such Corporation.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official
seal on the day and year aforesaid.


/s/ X
- -------------------------------------
Notary Public


                                       7

CERTIFICATE OF MERGER

The undersigned, the President and Assistant Secretary, respectively, of P&S
AMBULANCE, TEXAS, INC., a Texas corporation and wholly owned subsidiary of
PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC. (the "Corporation"), do hereby
certify that attached hereto and made a part hereof is a signed copy of an
Agreement and Plan of Merger by and between said Corporation and .PHYSICIANS &
SURGEONS AMBULANCE SERVICE, INC., an Ohio corporation.

The undersigned, the President and Assistant Secretary, respectively, of said
Corporation further hereby certify that the attached Agreement and Plan of
Merger was duly proposed and approved by the Directors of said Corporation and
adopted by the shareholder of said Corporation and complies with the provisions
of Article 5.16 of the Texas Business Corporation Act pertaining to the merger
of a subsidiary corporation into its parent corporation.

The effective time and date of said merger shall be 11:59 p.m., Eastern Standard
Time, on June 30, 1992 or as soon thereafter as the Agreement and Plan of Merger
shall have been filed, together with this Certificate of Merger and the Articles
of Merger to be filed with the respective secretaries of State of Ohio and
Texas.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 17th day
of June, 1992.

P&S AMBULANCE, TEXAS, INC.


By: /s/ Ronald L. Myers
    ---------------------------------
    Ronald L. Myers, President


Attest: /s/ Michael L. Stark
        -----------------------------
        Michael L. Stark,

STATE OF OHIO
SS:
SUMMIT COUNTY

On this 17th day of June, 1992, before me, a Notary Public, in and for said
County and State, personally appeared Ronald L. Myers, President and Michael L.
Stark, Assistant Secretary of P&S AMBULANCE, TEXAS, INC., a Texas corporation,
who acknowledged that they did sign the foregoing instrument on behalf of such
Corporation and by authority of said Corporation and that the same is their
voluntary act and deed on behalf of said Corporation, and the voluntary act and
deed of such Corporation.


                                       8

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official
seal on the day and year aforesaid.


/s/ X
- -------------------------------------
Notary Public


                                       9

CERTIFICATE OF MERGER

The undersigned, the President and Secretary, respectively, of M & V
INVESTMENTS, INC., an Ohio corporation (the "Corporation"), do hereby certify
that attached hereto and made a part hereof is a signed copy of an Agreement and
Plan of Merger by and between said Corporation and PHYSICIANS & SURGEONS
AMBULANCE SERVICE, INC., an Ohio corporation.

The undersigned, the President and Secretary, respectively, of said Corporation
further hereby certify that the attached Agreement and Plan of Merger, in
accordance with the provisions of Section 1701.54 of the Ohio General
Corporation Law, was duly proposed and approved by the Directors of said
Corporation and adopted by the shareholders of said Corporation and complies
with the provisions of the Ohio General Corporation Law pertaining to the merger
of domestic corporations.

The effective time and date of said merger shall be 11:59 p.m., Eastern Standard
Time, on February 22, 1994 or as soon thereafter as the Agreement and Plan of
Merger shall have been filed, together with this Certificate of Merger, with the
Office of the Secretary of State of the State of Ohio.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 22 day of
February, 1994.

M & V INVESTMENTS, INC.


By: /s/ Ronald L. Myers
    ---------------------------------
    Ronald L. Myers, President


Attest: /s/ Eric Voth
        -----------------------------
        Eric Voth, Secretary

STATE OF ________________ )
                          ) SS:
_______________ COUNTY    )

On this 22 day of February, 1994, before me, a Notary Public, in and for said
County and State, personally appeared Ronald L. Myers, President and Eric R.
Voth, Secretary of M & V INVESTMENTS, INC., an Ohio corporation, who
acknowledged that they did sign the foregoing instrument on behalf of such
Corporation and by authority of said Corporation and that the same is their
voluntary act and deed on behalf of said Corporation, and the voluntary act and
deed of such Corporation.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official
seal on the day and year aforesaid.


                                       10

                                        /s/ X
                                        ----------------------------------------
                                        Notary Public


                                       11

CERTIFICATE OF MERGER

The undersigned, the President and Secretary respectively, of PHYSICIANS &
SURGEONS AMBULANCE SERVICE, INC., an Ohio corporation (the "Corporation"), do
hereby certify that attached hereto and made a part hereof is a signed copy of
an Agreement and Plan of Merger by and between said Corporation and M & V
INVESTMENTS, INC., an Ohio corporation.

The undersigned, the President and Secretary, respectively, of said Corporation
further hereby certify that the attached Agreement and Plan of Merger was duly
proposed and adopted by the Directors of said Corporation, pursuant to Section
1701.54 of the Ohio General Corporation Law, and complies with the provisions of
the Ohio General Corporation Law pertaining to the merger of domestic
corporations. Shareholder approval is not required pursuant to Section
1701.78(D) of the Ohio General Corporation Law.

The effective time and date of said merger shall be 11:59 p.m., Eastern Standard
Time, on February 22, 1994 or as soon thereafter as the Agreement and Plan of
Merger shall have been filed, together with this Certificate of Merger, with the
Office of the Secretary of State of the State of Ohio.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 22 day of
February, 1994.

PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC.


By: /s/ Ronald L. Myers
    ---------------------------------
    Ronald L. Myers, President


Attest: /s/ Eric Voth
        -----------------------------
        Eric Voth, Secretary


                                       12

STATE OF         )
                 ) SS:
COUNTY           )

On this 22 day of February, 1994, before me, a Notary Public, in and for said
County and State, personally appeared Ronald L. Myers, President and Eric R.
Voth, Secretary of PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC., an Ohio
corporation, who acknowledged that they did sign the foregoing instrument on
behalf of such Corporation and by authority of said Corporation and that the
same is their voluntary act and deed on behalf of said Corporation, and the
voluntary act and deed of such Corporation.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official
seal on the day and year aforesaid.


/s/ X
- -------------------------------------
Notary Public

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER, made and entered into this __ day of
February, 1994, by and between PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC., an
Ohio corporation, (hereinafter referred to as "P&S") and M & V INVESTMENTS,
INC., an Ohio corporation (hereinafter referred to as "M&V"), both corporations
being sometimes hereinafter collectively referred to as the "Constituent
Corporations".

WITNESSETH, That:

WHEREAS, P&S is a corporation duly organized under and existing by virtue of the
laws of the State of Ohio; and

WHEREAS, M&V is a corporation duly organized under and existing by virtue of the
laws of the State of Ohio; and

WHEREAS, all of the issued and outstanding capital stock of each of the
Constituent Corporations is owned by Eric R. Voth and Ronald L. Myers (the
"Shareholders"), and there are no other shares issued or outstanding to any
other shareholder; and

WHEREAS, the respective Boards of Directors of the Constituent Corporations deem
it advisable that M&V, the disappearing corporation, be merged into P&S, the
Surviving Corporation, under the laws of the State of Ohio; and

WHEREAS, this Agreement and Plan of Merger has been proposed and approved by the
Directors of each Constituent Corporation, and adopted by the shareholders of
each Constituent Corporation, in the manner prescribed by the laws of the State
of Ohio, under which each of such Constituent Corporations is organized; and


                                       13

WHEREAS, no further authorization or approval is required under the laws of the
State of Ohio.

NOW, THEREFORE, the parties to this Agreement, in consideration of the premises
and of the mutual agreements herein contained, have agreed and do hereby agree,
each with the other as follows:

1. Effective Date. Effective at 11:59 p.m., Eastern Standard Time, on February
22, 1994, or as soon thereafter as this Agreement and Plan of Merger shall have
been filed, together with a Certificate of Merger, with the Secretary of State
of Ohio, in accordance with the Ohio General Corporation Law and acts amendatory
thereof, M&V shall be merged into P&S, the surviving corporation. Upon such
filing, the separate existence of M&V shall cease (except insofar as continued
by statute), and the Constituent Corporations shall become and thenceforth be a
single corporation, to-wit: PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC., an
Ohio corporation (the "Surviving Corporation"). The date and the time upon which
M&V shall have been merged into P&S is hereinafter sometimes referred to as "the
effective date of this merger".

2. Name of Survivor. The name of the Surviving Corporation, as set forth in its
current Articles of Incorporation, is and shall continue to be upon the
effective date of this merger, "PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC.",
and said corporation shall continue to be governed by the laws of the State of
Ohio.

3. Articles of Survivor. Upon the effective date of this merger the Articles of
Incorporation of P&S, as the same have been amended to the date hereof, shall be
the Articles of Incorporation of the Surviving Corporation upon and after the
effective date of the merger.

4. Directors. The Directors of the Surviving Corporation on the effective date
of this merger shall continue as the Directors thereof until such time as their
respective successors are duly elected or designated after the effective date of
the merger.

5. Code of Regulations of Survivor. The Code of Regulations of P&S, as the same
have been amended to the date hereof, shall constitute and continue as the Code
of Regulations of the Surviving Corporation.

6. Location of Principal Office. The location of the principal office of the
Surviving Corporation in the State of Ohio shall be its present location at 1511
East Market, Akron, Ohio, 44305.

7. Statutory Agent. The Surviving Corporation hereby appoints as its statutory
agent within the State of Ohio Michael L. Stark, Stark & Knoll Co., L.P.A., 1512
Ohio Edison Building, 76 South Main Street, Akron, Ohio, 44308, upon whom any
process, notice or demand required or permitted by statute to be served on the
Surviving Corporation may be served.

8. Terms and Conditions of Merger. The terms and conditions of this merger and
the mode of carrying the same into effect are as follows:


                                       14

(a) Upon the effective date of this merger, the Shareholders shall surrender for
cancellation all of the outstanding shares of capital stock which they presently
own of M&V, and the Surviving Corporation shall cause the same to be canceled of
record.

(b) The shares of P&S issued and outstanding in the name of the Shareholders
immediately prior to the effective date of the merger shall continue thereafter
as the issued and outstanding capital stock of Surviving Corporation, and no
additional shares of the Surviving Corporation shall be issued as a result of
this merger.

9. Termination of Existence. Upon the effective date of this merger, the
separate existence of M&V shall cease, and the corporate existence and identity
of P&S shall continue as the Surviving Corporation.

10. Effect of Merger. The Surviving Corporation, without further action, shall
succeed to all the rights, privileges, powers and franchises of a public as well
as of a private nature and be subject to all the restrictions, disabilities and
duties, of each of the Constituent Corporations; and all and singular the
rights, privileges, powers and franchises of each of the Constituent
Corporations, and all property, real, personal and mixed, and all debts due to
each Constituent Corporation on whatever account, as well for stock
subscriptions as all other things in action or belonging to each Constituent
Corporation shall be vested in the Surviving Corporation; and all property,
rights, privileges, powers and franchises, and all property of the Surviving
Corporation as they were of the Constituent Corporations; and the title to any
real estate vested by decd or otherwise, under the laws of the State of Ohio or
of any other jurisdiction, in each Constituent Corporation shall not revert or
be in any way impaired by reason of the merger; provided, however, that all
rights of creditors and all liens upon any property of the Constituent
Corporations shall be preserved unimpaired, and all debts, liabilities and
duties of the Constituent Corporations shall thenceforth attach to the Surviving
Corporation, and may be enforced against it to the same extent as if said debts,
liabilities and duties had been incurred or contracted by it.

11. Abandonment of Merger. Notwithstanding the approval of this Agreement and
Plan of Merger by the Boards of Directors or shareholders of the Constituent
Corporations, the merger herein contemplated may be abandoned and this Agreement
and Plan of Merger may be terminated at any time prior to the effective date of
this merger by mutual agreement of the Boards of Directors of the Constituent
Corporations.

IN WITNESS WHEREOF, the corporations parties hereto have caused this Agreement
and Plan of Merger to be signed in their respective corporate names by their
respective officers thereunto duly authorized as of the day and year first
hereinabove written.

PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC.


By: /s/ Ronald L. Myers
    ---------------------------------
    Ronald L. Myers, President


                                       15

Attest: /s/ Eric Voth
        -----------------------------
        Eric Voth, Secretary


M & V INVESTMENTS, INC.


By: /s/ Ronald L. Myers
    ---------------------------------
    Ronald L. Myers, President


Attest: /s/ Eric Voth
        -----------------------------
        Eric Voth, Secretary

CERTIFICATE OF MERGER

The undersigned, the President and Secretary, respectively, of PHYSICIANS &
SURGEONS AMBULANCE SERVICE, INC., an Ohio corporation (the "Company"), do hereby
certify that attached hereto and made a part hereof is a signed copy of an
Agreement and Plan of Merger by and between the Company and PS Acquisition,
Inc., a Delaware corporation.

The undersigned do hereby certify that the attached Agreement and Plan of
Merger, pursuant to Section 1701.54 of the Ohio general Corporation Law, was
duly proposed and approved by the Directors and the Shareholders of the
Corporation in accordance with the provisions of Section 1707.78(D) of the Ohio
General Corporation Law.

The effective time and date of said merger shall be 10:00 a.m., Eastern Standard
Time, on February 23, 1994, or as soon thereafter as (i) the Agreement and Plan
of Merger shall have been filed, together with this Certificate of Merger and
the Certificate of Merger of PS Acquisitions, Inc., with the Ohio Secretary of
State and (ii) the Certificate of Merger is filed with the Delaware Secretary of
State.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 22 day of
February, 1994.

PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC.


By: /s/ Ronald L. Myers
    ---------------------------------
    President


Attest: /s/ Eric Voth
        -----------------------------
        Secretary

STATE OF ____________

COUNTY OF ___________


                                       16

On this 22 day of February, 1994, before me, a Notary Public in and for said
County and State, personally appeared RONALD L. MYERS, President, and ERIC R.
VOTH, Secretary, of PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC., an Ohio
corporation, who acknowledged that they did sign the foregoing instrument on
behalf of such corporation and by authority of said corporation, that the same
is their voluntary act and deed on behalf of said corporation, and the voluntary
act and deed of such corporation.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official
seal on the day and year aforesaid.


/s/ X
- -------------------------------------
Notary Public

CERTIFICATE OF MERGER

The undersigned, the President and Assistant Secretary, respectively, of PS
ACQUISITION, INC., a Delaware corporation (the "Company"), do hereby certify
that attached hereto and made a part hereof is a signed copy of an Agreement and
Plan of Merger by and between the Company and Physicians & Surgeons Ambulance
Service, Inc., an Ohio corporation.

The undersigned do hereby certify that the attached Agreement and Plan of Merger
was duly proposed and approved by the Directors of the Company by an action by
written consent of the Directors and the Shareholders of the Company by an
action by written consent of the Shareholders, in accordance with the provisions
of Section 252 of the General Corporation Law of the State of Delaware.

The effective time and date of said merger shall be 10:00 a.m., Eastern Standard
Time, on February 23, 1994, or as soon thereafter as (i) the Agreement and Plan
of Merger shall have been filed, together with this Certificate of Merger and
the Certificate of Merger of Physicians & Surgeons Ambulance Service, Inc., with
the Ohio Secretary of State and (ii) the Certificate of Merger is filed with the
Delaware Secretary of State.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 22 day of
February, 1994.

PS ACQUISITION, INC.


By: /s/ Dominic Puopolo
    ---------------------------------
Its President


By: /s/ Ronald Levenson
    ---------------------------------
Its Assistant Secretary

STATE OF ____________

COUNTY OF ___________


                                       17

On this 22 day of February, 1994, before me, a Notary Public in and for said
County and State, personally appeared DOMINIC J. PUOPOLO, President, and RONALD
M. LEVENSON, Assistant Secretary, of PS ACQUISITION, INC., a Delaware
corporation, who acknowledged that they did sign the foregoing instrument on
behalf of such corporation and by authority of said corporation, that the same
is their voluntary act and deed on behalf of said corporation, and the voluntary
act and deed of such corporation.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official
seal on the day and year aforesaid.


/s/ X
- -------------------------------------
Notary Public

AGREEMENT AND PLAN OF MERGER OF PS ACQUISITION, INC. INTO PHYSICIANS & SURGEONS
AMBULANCE SERVICE, INC.

The undersigned corporation DOES HEREBY CERTIFY:

FIRST: That the name and state of incorporation of each constituent corporation
of the merger is as follows:

Name                      State of Incorporation
Physicians & Surgeons     Ohio
Ambulance Service, Inc.
PS Acquisition, Inc.      Delaware

SECOND: That this Agreement and Plan of Merger between the parties to the merger
has been approved, adopted, certified, executed and acknowledged by the
Shareholders and Directors of PS Acquisition, Inc. in accordance with the
requirements of subsection (c) of Section 252 of the General Corporation Law of
the State of Delaware.

THIRD: That this Agreement and Plan of Merger between the parties to the merger
has been approved, adopted, certified, executed and acknowledged by the
Shareholders and Directors of Physicians & Surgeons Ambulance Service, Inc. in
accordance with the requirements of Ohio Revised Code Section 1701.78.

FOURTH: That the name of the surviving corporation of the merger is Physicians &
Surgeons Ambulance Service, Inc., an Ohio corporation.

FIFTH: That the Articles of Incorporation of Physicians & Surgeons Ambulance
Service, Inc. shall be the Articles of Incorporation of the surviving
corporation.

SIXTH: That an executed Agreement and Plan of Merger is on file at the principal
place of business of the surviving corporation. The address of said principal
place of business of Physicians & Surgeons Ambulance Service, Inc. is 1511 East
Market Street, Akron, Ohio 44305-9186.

SEVENTH: That a copy of the agreement of merger will be furnished on request and
without cost to any shareholder of any constituent corporation.

EIGHTH: That the surviving corporation may be served with process in the State
of Delaware in any proceeding for enforcement of any obligation of Delaware, as
well as for enforcement of any obligations of the surviving corporation arising
from the merger, including any suit or other


                                       18

proceeding to enforce the right of any Shareholder as determined in appraisal
proceedings pursuant to the provisions of Section 262 of the General Corporation
Law of the State of Delaware, and it does hereby irrevocably appoint the
Secretary of State of the State of Delaware as the agent to accept service of
process in any such suit or proceeding. The address to which a copy of such
process shall be mailed by the Secretary of State of Delaware is Physicians &
Surgeons Ambulance Service, Inc., 1511 East Market Street, Akron, Ohio
44305-9186, Attention: President, until the surviving corporation shall have
hereafter designated in writing to the said Secretary of State a different
address for such purpose.

NINTH: That effective at 10.00 a.m., Eastern Standard Time, on February 23,
1994, or as soon thereafter as this Agreement and Plan of Merger shall have been
filed, together with appropriate Certificates of Merger or Articles of Merger,
with both the Secretary of State of Delaware, in accordance with the Delaware
General Corporation Law, and the Secretary of State of Ohio, in accordance with
Ohio General Corporation Law, PS Acquisition, Inc. shall be merged into
Physicians & Surgeons Ambulance Service, Inc. Upon such filing, the separate
existence of PS Acquisition, Inc. shall cease (except insofar as continued by
statute); and the two (2) corporations shall become and thenceforth be a single
corporation, to-wit: PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC., an Ohio
corporation. The date and the time upon which PS Acquisition, Inc. shall have
been merged into Physicians & Surgeons Ambulance Service, Inc. is hereinafter
sometimes referred to as "the effective date of the merger."

TENTH: That the terms and conditions of the merger shall be as follows: At the
effective date, the issued shares of capital stock of Physicians & Surgeons
Ambulance Service, Inc. and PS Acquisition, Inc. shall, by virtue of the merger
and without any action on the part of any holder thereof, become and be
converted or canceled as follows:

(a) each outstanding share of common stock of PS Acquisition, Inc., $.01 par
value, held of record will automatically be converted into one fully paid and
non-assessable share of common stock of Physicians & Surgeons Ambulance Service,
Inc. as the surviving corporation; and

(b) each outstanding share of the common stock of Physicians & Surgeons
Ambulance Service, Inc., no par value, will be converted into the right to
receive 748,000 shares of the common stock of American Medical Response, Inc., a
Delaware corporation, and the sole shareholder of PS Acquisition, Inc., $.01 par
value, divided by the number of shares of the common stock of Physicians &
Surgeons Ambulance Service, Inc. outstanding at the effective date.

ELEVENTH: That notwithstanding the approval of this Agreement and Plan of Merger
by the Directors and Shareholders of the constituent corporations, the merger
herein contemplated may be abandoned and this Agreement and Plan of Merger may
be terminated at any time prior to the effective date of this merger by mutual
agreement of the Boards of Directors of the constituent corporations.

IN WITNESS WHEREOF, the corporations parties hereto have caused this Agreement
and Plan of Merger to be signed in their respective corporate names by their
respective officers thereunto duly authorized as of the day and year first
hereinabove written.

PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC.


By: /s/ Ronald L. Myers
    ---------------------------------
    Ronald L. Myers, President


                                       19

Attest: /s/ Eric Voth
        -----------------------------
        Eric Voth, Secretary


PS ACQUISITION, INC.


By: /s/ Dominic Puopolo
    ---------------------------------
Its President


By: /s/ Ronald Levenson
    ---------------------------------
Its Assistant Secretary

CERTIFICATE OF MERGER

In accordance with the requirements of Ohio law, the undersigned corporations,
limited liability companies and/or limited partnerships, desiring to effect a
merger, set forth the following facts:

I. SURVIVING ENTITY

A. The name of the entity surviving the merger is: Physicians & Surgeons
Ambulance Service, Inc.

B. Name change: As a result of this merger, the name of the surviving entity has
been changed to the following: N/A

C. The surviving entity is a: (Please check the appropriate box and fill in the
appropriate blanks).

[X] Domestic (Ohio) Corporation

[ ] Foreign (Non-Ohio) corporation incorporated under the laws of the
state/country of _________, and licensed to transact business in the state of
Ohio.

[ ] Foreign (Non-Ohio) corporation incorporated under the laws of the
state/country of _________, and NOT licensed to transact business in the state
of Ohio.

[ ] Domestic (Ohio) limited liability company.

[ ] Foreign (Non-Ohio) limited liability company organized under the laws of the
state/country of ______, and registered to do business in the state of Ohio.

[ ] Foreign (Non-Ohio) limited liability company organized under the laws of the
state/country of _________, and NOT registered to do business in the state of
Ohio.

[ ] Domestic (Ohio) limited partnership, regulation number __________.

[ ] Foreign (Non-Ohio) limited partnership organized under the laws of the
state/country of __________, and registered to do business in the state of Ohio,
under registration number __________.


                                       20

[ ] Foreign (Non-Ohio) limited partnership organized under the laws of the
state/country of __________, and NOT registered to do business in the state of
Ohio.

II. Merging Entities

The name, type of entity, and state/country of incorporation or organization,
respectively, of each entity, other than the survivor which is a party to the
merger are as follows:

Name                            State/Country of Organization   Type of Entity
P & S Ambulance Service, Inc.   Ohio

III. Merger Agreement on File

The name and mailing address of the person or entity from whom/which eligible
persons may obtain a copy of the agreement of merger upon written request:

Name               Address
Joshua T. Gaines   c/o American Medical Response, Inc.
                   2821 South Parker Road
                   Aurora CO  80014

IV. Effective Date of Merger

This merger is to be effective:

On __________ (if a date is specified, the date must be a date on or after the
date of filing; the effective date of the merger cannot be earlier than the date
of filing; if no date is specified, the date of filing will be the effective
date of the merger).

V. Merger Authorized

The laws of the state or country under which each constituent entity exists,
permits this merger. This merger was adopted, approved and authorized by each of
the constituent entities in compliance with the laws of the state under which it
is organized, and the persons signing this certificate on behalf of each of the
constituent entities are duly authorized to do so.

VI. Statutory Agent

The name and address of the surviving entity's statutory agent upon whom any
process, notice or demand may be served is:

Name                    Address
CT Corporation System

(This item MUST be completed if the surviving entity is a foreign entity which
is not licensed, registered or otherwise authorized to conduct or transact
business in the State of Ohio).

Acceptance of Agent

The Undersigned, named herein as the statutory agent for the above referenced
surviving entity, hereby acknowledges and accepts the appointment of statutory
agent for said entity.


- -------------------------------------
Signature of Agent

(The acceptance of agent must be completed by domestic surviving entities if
through this merger the statutory agent for the surviving entity has changed, or
the named agent differs in any way from the name reflected on the Secretary of
State's records.)

VII. Statement of Merger


                                       21

Upon filing, or upon such later date as specified herein, the merging
entity/entities listed herein shall merge into the listed surviving entity.

VIII. Amendments

The articles of incorporation, articles of organization or certificate of
limited partnership (strike the inapplicable terms) of the surviving domestic
entity herein, are amended as set forth in the attached "Exhibit A"

(Please note that any amendments to articles of incorporation, articles of
organization or to a certificate of limited partnership MUST be attached if the
surviving entity is a DOMESTIC corporation, limited liability company, or
limited partnership.)

IX. Qualification or Licensure of Foreign Surviving Entity

A. The listed surviving foreign corporation, limited liability company, or
limited partnership desires to transact business in Ohio as a foreign
corporation, foreign limited liability company, or foreign limited partnership,
and hereby appoints the following as its statutory agent upon whom process,
notice or demand against the entity may be served In the State of Ohio. The name
and complete address of the statutory agent is:

__________   _________________________
(name)       (street and number)

______________________________, Ohio _____________
(city, village or township)           (zip code)

The subject surviving foreign corporation, limited liability company or limited
partnership irrevocably consents to service of process on the statutory agent
listed above as long as the authority of the agent continues, and to service of
process upon the Secretary of State if the agent cannot be found, if the
corporation, limited liability company or limited partnership fails to designate
another agent when required to do so, or if the corporation's, limited liability
company's, or limited partnership's license or registration to do business in
Ohio expires or is cancelled.

B. The qualifying entity also states as follows: (complete only if applicable)

I. Foreign Qualifying Limited Liability Company.

(If the qualifying entity is a foreign limited liability company, the following
information must be completed)

a. The name of the limited liability company in its state of
organization/registration is _________________

b. The name under which the limited liability company desires to transact
business in Ohio is _______________

c. The limited liability company was organized or registered on ___________
under the laws of the state/country of ______________________.


                                       22

d. The address to which interested persons may direct request for copies of the
articles of organization, operating agreement, bylaws, or other charter
documents of the company is:________________

2. Foreign Qualifying Limited Partnership

(If the qualifying entity is a foreign limited partnership, the following
information must be completed)

a. The name of limited partnership is ______________

b. The limited partnership was formed on ________________ under the laws of the
state/country of ________________

c. The address of the office of the limited partnership in its state/country of
organization is ________________

d. The limited partnership's principal office address is ______________

e. The names and business or residence addresses of the GENERAL partners of the
partnership are as follows:

Name                                Address

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
(If insufficient space to cover this item, please attach a separate sheet
listing the general partners and their respective addresses)

f. The address of the office where a list of the names and business or residence
addresses of the limited partners and their respective capital contributions is
to be maintained is:

________________________________________________________________________________

________________________________________________________________________________

The limited partnership hereby certifies that it shall maintain said records
until the registration of the limited partnership in Ohio is cancelled or
withdrawn.

The undersigned constituent entities have caused this certificate of merger to
be signed by its duly authorized officers, partners and representatives on the
date(s) stated below.

P & S Ambulance Service, Inc.           ----------------------------------------
exact name of entity                    exact name of entity


By:                                     By:
    ---------------------------------       ------------------------------------
Its: Vice President                     Its:
                                             -----------------------------------
Date:                                   Date:
      -----------------------------           ----------------------------------


Physicians & Surgeons
Ambulance Service, Inc.                 ----------------------------------------
exact name of entity                    exact name of entity


By:                                     By:
    ---------------------------------       ------------------------------------
Its: Vice President                     Its:
                                             -----------------------------------
Date:                                   Date:
      -----------------------------           ----------------------------------


                                       23

- -------------------------------------   ----------------------------------------
exact name of entity                    exact name of entity


By:                                     By:
    ---------------------------------       ------------------------------------
Its:                                    Its:
     --------------------------------        -----------------------------------
Date:                                   Date:
      -------------------------------         ----------------------------------

- -------------------------------------   ----------------------------------------
exact name of entity                    exact name of entity


By:                                     By:
    ---------------------------------       ------------------------------------
Its:                                    Its:
     --------------------------------        -----------------------------------
Date:                                   Date:
      -------------------------------         ----------------------------------

- -------------------------------------   ----------------------------------------
exact name of entity                    exact name of entity


By:                                     By:
    ---------------------------------       ------------------------------------
Its:                                    Its:
     --------------------------------        -----------------------------------
Date:                                   Date:
      -------------------------------         ----------------------------------


                                       24

EX-3.133

                                                                   Exhibit 3.133

                                     BY-LAWS

                                       OF

                               THE SUBSIDIARIES OF

                         AMERICAN MEDICAL RESPONSE, INC.

                  Section 1. LAW, CERTIFICATE OF INCORPORATION
                                   AND BY-LAWS

     1.1. These by-laws are subject to the certificate of incorporation of the
corporation. In these by-laws, references to law, the certificate of
incorporation and by-laws mean the law, the provisions of the certificate of
incorporation and the by-laws as from time to time in effect.

                             Section 2. STOCKHOLDERS

     2.1. Annual Meeting. The annual meeting of stockholders shall be held at
10:00 am on the second Tuesday in May in each year, unless that day be a legal
holiday at the place where the meeting is to be held, in which case the meeting
shall be held at the same hour on the next succeeding day not a legal holiday,
or at such other date and time as shall be designated from time to time by the
board of directors and stated in the notice of the meeting, at which they shall
elect a board of directors and transact such other business as may be required
by law or these by-laws or as may properly come before the meeting.

     2.2. Special Meetings. A special meeting of the stockholders may be called
at any time by the chairman of the board, if any, the president or the board of
directors. A special meeting of the stockholders shall be called by the
secretary, or in the case of the death, absence, incapacity or refusal of the
secretary, by an assistant secretary or some other officer, upon application of
a majority of the directors. Any such application shall state the purpose or
purposes of the proposed meeting. Any such call shall state the place, date,
hour, and purposes of the meeting.

     2.3. Place of Meeting. All meetings of the stockholders for the election of
directors or for any other purpose shall be held at such place within or without
the state of incorporation as may be determined from time to time by the
chairman of the board, if any, the president or the board of directors. Any
adjourned session of any meeting of the stockholders shall be held at the place
designated in the vote of adjournment.

     2.4. Notice of Meetings. Except as otherwise provided by law, a written
notice of each meeting of stockholders stating the place, day and hour thereof
and, in the case of a special meeting, the purposes for which the meeting is
called, shall be given not less then ten nor more than sixty days before the
meeting, to each stockholder entitled to vote thereat, and to each stockholder
who, by law, by the certificate of incorporation or by these by-laws, is
entitled to notice, by leaving such notice with him or at his residence or usual
place of business, or by depositing it in the United States mail, postage
prepaid, and addressed to such stockholder at his address as it appears in the
records of the corporation. Such



notice shall be given by the secretary, or by an officer or person designated by
the board of directors, or in the case of a special meeting by the officer
calling the meeting. As to any adjourned session of any meeting of stockholders,
notice of the adjourned meeting need not be given if the time and place thereof
are announced at the meeting at which the adjournment was taken except that if
the adjournment is for more than thirty days or if after the adjournment a new
record date is set for the adjourned session, notice of any such adjourned
session of the meeting shall be given in the manner heretofore described. No
notice of any meeting of stockholders or any adjourned session thereof need be
given to a stockholder if a written waiver of notice, executed before or after
the meeting or such adjourned session by such stockholder, is filed with the
records of the meeting or if the stockholder attends such meeting without
objecting at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any meeting of the stockholders or any
adjourned session thereof need be specified in any written waiver of notice.

     2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as
to any matter shall consist of a majority of the votes entitled to be cast on
the matter, except where a larger quorum is required by law, by the certificate
of incorporation or by these by-laws. Any meeting may be adjourned from time to
time by a majority of the votes properly cast upon the question, whether or not
a quorum is present. If a quorum is present at an original meeting, a quorum
need not be present at an adjourned session of that meeting. Shares of its own
stock belonging to the corporation or to another corporation, if a majority of
the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the corporation, shall neither
be entitled to vote nor be counted for quorum purposes; provided, however, that
the foregoing shall not limit the right of any corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

     2.6. Action by Vote. When a quorum is present at any meeting, a plurality
of the votes properly cast for election to any office shall elect to such office
and a majority of the votes properly cast upon any question other than an
election to an office shall decide the question, except when a larger vote is
required by law, by the certificate of incorporation or by these by-laws. No
ballot shall be required for any election unless requested by a stockholder
present or represented at the meeting and entitled to vote in the election.

     2.7. Action without Meetings. Unless otherwise provided in the certificate
of incorporation, any action required or permitted to be taken by stockholders
for or in connection with any corporate action may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the corporation by
delivery to its registered office in the state of incorporation by hand or
certified or registered mail, return receipt requested, to its principal place
of business or to an officer or agent of the corporation having custody of the
book in which proceedings of meetings of stockholders are recorded. No written
consent shall be effective to take the corporate action referred to therein
unless written consents signed by a number of stockholders sufficient to take
such action are delivered to the corporation in the manner specified in this
paragraph within sixty days of the earliest dated consent so delivered.

     If action is taken by consent of stockholders and in accordance with the
foregoing, there shall be filed with the records of the meetings of stockholders
the writing or writings comprising such consent.


                                       -2-



     If action is taken by less than unanimous consent of stockholders, prompt
notice of the taking of such action without a meeting shall be given to those
who have not consented in writing and a certificate signed and attested to by
the secretary that such notice was given shall be filed with the records of the
meetings of stockholders.

     In the event that the action which is consented to is such as would have
required the filing of a certificate under any provision of the General
Corporation Law of the State of Delaware, if such action had been voted upon by
the stockholders at a meeting thereof, the certificate filed under such
provision shall state, in lieu of any statement required by such provision
concerning a vote of stockholders, that written consent has been given under
Section 228 of said General Corporation Law and that written notice has been
given as provided in such Section 228.

     2.8. Proxy Representation. Every stockholder may authorize another person
or persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether by waiving notice of any meeting, objecting to
or voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by his
attorney-in-fact. No proxy shall be voted or acted upon after three years from
its date unless such proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and, if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally. The authorization of a proxy may but need
not be limited to specified action, provided, however, that if a proxy limits
its authorization to a meeting or meetings of stockholders, unless otherwise
specifically provided such proxy shall entitle the holder thereof to vote at any
adjourned session but shall not be valid after the final adjournment thereof.

     2.9. Inspectors. The directors or the person presiding at the meeting may,
and shall if required by applicable law, appoint one or more inspectors of
election and any substitute inspectors to act at the meeting or any adjournment
thereof. Each inspector, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting, the inspectors shall make a report in
writing of any challenge, question or matter determined by them and execute a
certificate of any fact found by them.

     2.10. List of Stockholders. The secretary shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at such meeting, arranged in alphabetical order
and showing the address of each stockholder and the number of shares registered
in his name. The stock ledger shall be the only evidence as to who are
stockholders entitled to examine such list or to vote in person or by proxy at
such meeting.


                                       -3-



                          Section 3. BOARD OF DIRECTORS

     3.1. Number. The corporation shall have one or more directors, the number
shall be consistent with applicable law and shall be determined from time to
time by vote of a majority of the directors then in office. No director need be
a stockholder.

     3.2. Tenure. Each director shall hold office until the next annual meeting
and until his successor is elected and qualified, or until he sooner dies,
resigns, is removed or becomes disqualified.

     3.3. Powers. The business and affairs of the corporation shall be managed
by or under the direction of the board of directors who shall have and may
exercise all the powers of the corporation and do all such lawful acts and
things as are not by law, the certificate of incorporation or these by-laws
directed or required to be exercised or done by the stockholders.

     3.4. Vacancies. Vacancies and any newly created directorships resulting
from any increase in the number of directors may be filled by vote of the
holders of the particular class or series of stock entitled to elect such
director at a meeting called for the purpose, or by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director, in
each case elected by the particular class or series of stock entitled to elect
such directors. When one or more directors shall resign from the board,
effective at a future date, a majority of the directors then in office,
including those who have resigned, who were elected by the particular class or
series of stock entitled to elect such resigning director or directors shall
have power to fill such vacancy or vacancies, the vote or action by writing
thereon to take effect when such resignation or resignations shall become
effective. The directors shall have and may exercise all their powers
notwithstanding the existence of one or more vacancies in their number, subject
to any requirements of law or of the certificate of incorporation or of these
by-laws as to the number of directors required for a quorum or for any vote or
other actions.

     3.5. Committees. The board of directors may, by vote of a majority of the
whole board, (a) designate, change the membership of or terminate the existence
of any committee or committees, each committee to consist of one or more of the
directors; (b) designate one or more directors as alternate members of any such
committee who may replace any absent or disqualified member at any meeting of
the committee; and (c) determine the extent to which each such committee shall
have and may exercise the powers of the board of directors in the management of
the business and affairs of the corporation, including the power to authorize
the seal of the corporation to be affixed to all papers which require it and the
power and authority to declare dividends or to authorize the issuance of stock;
excepting, however, such powers which by law, by the certificate of
incorporation or by these by-laws they are prohibited from so delegating. In the
absence or disqualification of any member of such committee and his alternate,
if any, the member or members thereof present at any meeting and not
disqualified from voting, whether or not constituting a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in the
place of any such absent or disqualified member. Except as the board of
directors may otherwise determine, any committee may make rules for the conduct
of its business, but unless otherwise provided by the board or such rules, its
business shall be conducted as nearly as may be in the same manner as is
provided by these by-laws for the conduct of business by the board of directors.
Each committee shall keep regular minutes of its meetings and report the same to
the board of directors upon request.

     3.6. Regular Meetings. Regular meetings of the board of directors may be
held without call or notice at such places within or without the State of
Delaware and at such times as the board may from


                                       -4-



time to time determine, provided that notice of the first regular meeting
following any such determination shall be given to absent directors. A regular
meeting of the directors may be held without call or notice immediately after
and at the same place as the annual meeting of stockholders.

     3.7. Special Meetings. Special meetings of the board of directors may be
held at any time and at any place within or without the state of incorporation
designated in the notice of the meeting, when called by the chairman of the
board, if any, the president, or by one-third or more in number of the
directors, reasonable notice thereof being given to each director by the
secretary or by the chairman of the board, if any, the president or any one of
the directors calling the meeting.

     3.8. Notice. It shall be reasonable and sufficient notice to a director to
send notice by mail or overnight courier at least forty-eight hours or by
telegram at least twenty-four hours before the meeting addressed to him at his
usual or last known business or residence address or to give notice to him in
person or by telephone at least twenty-four hours before the meeting. Notice of
a meeting need not be given to any director if a written waiver of notice,
executed by him before or after the meeting, is filed with the records of the
meeting, or to any director who attends the meeting without protesting prior
thereto or at its commencement the lack of notice to him. Neither notice of a
meeting nor a waiver of a notice need specify the purposes of the meeting.

     3.9. Quorum. Except as may be otherwise provided by law, by the certificate
of incorporation or by these by-laws, at any meeting of the directors a majority
of the directors then in office shall constitute a quorum; a quorum shall not in
any case be less than one-third of the total number of directors constituting
the whole board. Any meeting may be adjourned from time to time by a majority of
the votes cast upon the question, whether or not a quorum is present, and the
meeting may be held as adjourned without further notice.

     3.10. Action by Vote. Except as may be otherwise provided by law, by the
certificate of incorporation or by these by-laws, when a quorum is present at
any meeting the vote of a majority of the directors present shall be the act of
the board of directors.

     3.11. Action Without a Meeting. Any action required or permitted to be
taken at any meeting of the board of directors or a committee thereof may be
taken without a meeting if all the members of the board or of such committee, as
the case may be, consent thereto in writing, and such writing or writings are
filed with the records of the meetings of the board or of such committee. Such
consent shall be treated for all purposes as the act of the board or of such
committee, as the case may be.

     3.12. Participation in Meetings by Conference Telephone. Members of the
board of directors, or any committee designated by such board, may participate
in a meeting of such board or committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other or by any other means permitted by law. Such
participation shall constitute presence in person at such meeting.

     3.13. Compensation. In the discretion of the board of directors, each
director may be paid such fees for his services as director and be reimbursed
for his reasonable expenses incurred in the performance of his duties as
director as the board of directors from time to time may determine. Nothing
contained in this section shall be construed to preclude any director from
serving the corporation in any other capacity and receiving reasonable
compensation therefor.

     3.14. Interested Directors and Officers.


                                       -5-



     (a) No contract or transaction between the corporation and one or more of
its directors or officers, or between the corporation and any other corporation,
partnership, association, or other organization in which one or more of the
corporation's directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the board or committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purpose, if:

          (1) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the board of directors
or the committee, and the board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or

          (2) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or

          (3) The contract or transaction is fair as to the corporation as of
the time it is authorized, approved or ratified, by the board of directors, a
committee thereof, or the stockholders.

     (b) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or of a committee
which authorizes the contract or transaction.

                         Section 4. OFFICERS AND AGENTS

     4.1. Enumeration; Qualification. The officers of the corporation shall be a
president, a treasurer, a secretary and such other officers, if any, as the
board of directors from time to time may in its discretion elect or appoint
including without limitation a chairman of the board, one or more vice
presidents and a controller. The corporation may also have such agents, if any,
as the board of directors from time to time may in its discretion choose. Any
officer may be but none need be a director or stockholder. Any two or more
offices may be held by the same person. Any officer may be required by the board
of directors to secure the faithful performance of his duties to the corporation
by giving bond in such amount and with sureties or otherwise as the board of
directors may determine.

     4.2. Powers. Subject to law, to the certificate of incorporation and to the
other provisions of these by-laws, each officer shall have, in addition to the
duties and powers herein set forth, such duties and powers as are commonly
incident to his office and such additional duties and powers as the board of
directors may from time to time designate.

     4.3. Election. The officers may be elected by the board of directors at
their first meeting following the annual meeting of the stockholders or at any
other time. At any time or from time to time the directors may delegate to any
officer their power to elect or appoint any other officer or any agents.

     4.4. Tenure. Each officer shall hold office until his respective successor
is chosen and qualified unless a shorter period shall have been specified by the
terms of his election or appointment, or in each case until he sooner dies,
resigns, is removed or becomes disqualified. Each agent shall retain his
authority at the pleasure of the directors, or the officer by whom he was
appointed or by the officer who then holds agent appointive power.


                                       -6-



     4.5. Chairman of the Board of Directors, President and Vice President. The
chairman of the board, if any, shall have such duties and powers as shall be
designated from time to time by the board of directors. Unless the board of
directors otherwise specifies, the chairman of the board, or if there is none
the chief executive officer, shall preside, or designate the person who shall
preside, at all meetings of the stockholders and of the board of directors.

     Unless the board of directors otherwise specifies, the president shall be
the chief executive officer and shall have direct charge of all business
operations of the corporation and, subject to the control of the directors,
shall have general charge and supervision of the business of the corporation.

     Any vice presidents shall have such duties and powers as shall be set forth
in these by-laws or as shall be designated from time to time by the board of
directors or by the president.

     4.6. Treasurer and Assistant Treasurers. Unless the board of directors
otherwise specifies, the treasurer shall be in charge of the corporation's funds
and valuable papers, and shall have such other duties and powers as may be
designated from time to time by the board of directors or by the president. If
no controller is elected, the treasurer shall, unless the board of directors
otherwise specifies, also have the duties and powers of the controller. Any
assistant treasurers shall have such duties and powers as shall be designated
from time to time by the board of directors, the president or the treasurer.

     4.7. Controller and Assistant Controllers. If a controller is elected, he
shall, unless the board of directors otherwise specifies, be in charge of its
books of account and accounting records, and of its accounting procedures. He
shall have such other duties and powers as may be designated from time to time
by the board of directors, the president or the treasurer. Any assistant
controller shall have such duties and powers as shall be designated from time to
time by the board of directors, the president, the treasurer or the controller.

     4.8. Secretary and Assistant Secretaries. The secretary shall record all
proceedings of the stockholders, of the board of directors and of committees of
the board of directors in a book or series of books to be kept therefor and
shall file therein all actions by written consent of stockholders or directors.
In the absence of the secretary from any meeting, an assistant secretary, or if
there be none or he is absent, a temporary secretary chosen at the meeting,
shall record the proceedings thereof. Unless a transfer agent has been appointed
the secretary shall keep or cause to be kept the stock and transfer records of
the corporation, which shall contain the names and record addresses of all
stockholders and the number of shares registered in the name of each
stockholder. He shall have such other duties and powers as may from time to time
be designated by the board of directors or the president. Any assistant
secretaries shall have such duties and powers as shall be designated from time
to time by the board of directors, the president or the secretary.


                                       -7-



                      Section 5. RESIGNATIONS AND REMOVALS

     5.1. Any director or officer may resign at any time by delivering his
resignation in writing to the chairman of the board, if any, the president, or
the secretary or to a meeting of the board of directors. Such resignation shall
be effective upon receipt unless specified to be effective at some other time,
and without in either case the necessity of its being accepted unless the
resignation shall so state. A director (including persons elected by
stockholders or directors to fill vacancies in the board) may be removed from
office with or without cause by the vote of the holders of a majority of the
issued and outstanding shares of the particular class or series entitled to vote
in the election of such director. The board of directors may at any time remove
any officer either with or without cause. The board of directors may at any time
terminate or modify the authority of any agent.

                              Section 6. VACANCIES

     6.1. If the office of the president or the treasurer or the secretary
becomes vacant, the directors may elect a successor by vote of a majority of the
directors then in office. If the office of any other officer becomes vacant, any
person or body empowered to elect or appoint that officer may choose a
successor. Each such successor shall hold office for the unexpired term, and in
the case of the president, the treasurer and the secretary until his successor
is chosen and qualified or in each case until he sooner dies, resigns, is
removed or becomes disqualified. Any vacancy of a directorship shall be filled
as specified in Section 3.4 of these by-laws.

                            Section 7. CAPITAL STOCK

     7.1. Stock Certificates. Each stockholder shall be entitled to a
certificate stating the number and the class and the designation of the series,
if any, of the shares held by him, in such form as shall, in conformity to law,
the certificate of incorporation and the by-laws, be prescribed from time to
time by the board of directors. Such certificate shall be signed by the chairman
or vice chairman of the board, or the president or a vice president and by the
treasurer or an assistant treasurer or by the secretary or an assistant
secretary. Any of or all the signatures on the certificate may be a facsimile.
In case an officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed on such certificate shall have ceased to be
such officer, transfer agent, or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such
officer, transfer agent, or registrar at the time of its issue.

     7.2. Loss of Certificates. In the case of the alleged theft, loss,
destruction or mutilation of a certificate of stock, a duplicate certificate may
be issued in place thereof, upon such terms, including receipt of a bond
sufficient to indemnify the corporation against any claim on account thereof, as
the board of directors may prescribe.

                     Section 8. TRANSFER OF SHARES OF STOCK

     8.1. Transfer on Books. Subject to the restrictions, if any, stated or
noted on the stock certificate, shares of stock may be transferred on the books
of the corporation by the surrender to the corporation or its transfer agent of
the certificate therefor properly endorsed or accompanied by a written
assignment and power of attorney properly executed, with necessary transfer
stamps affixed, and with such proof of the authenticity of signature as the
board of directors or the transfer agent of the corporation may reasonably
require. Except as may be otherwise required by law, by the certificate of


                                       -8-



incorporation or by these by-laws, the corporation shall be entitled to treat
the record holder of stock as shown on its books as the owner of such stock for
all purposes, including the payment of dividends and the right to receive notice
and to vote or to give any consent with respect thereto and to be held liable
for such calls and assessments, if any, as may lawfully be made thereon,
regardless of any transfer, pledge or other disposition of such stock until the
shares have been properly transferred on the books of the corporation.

     It shall be the duty of each stockholder to notify the corporation of his
post office address.

     8.2. Record Date. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the board of directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the board of directors, and which record date shall
not be more than sixty nor less than ten days before the date of such meeting.
If no such record date is fixed by the board of directors, the record date for
determining the stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the board of directors may fix a new record date for the adjourned meeting.

     In order that the corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the board of directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the board of directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the board of directors. If no
such record date has been fixed by the board of directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the board of directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation by delivery to its registered office in the state of incorporation
hand or certified or registered mail, return receipt requested, to its principal
place of business or to an officer or agent of the corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. If no
record date has been fixed by the board of directors and prior action by the
board of directors is required by applicable law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
board of directors adopts the resolution taking such prior action.

     In order that the corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or to exercise any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the board of directors may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be not
more than sixty days prior to such payment, exercise or other action. If no such
record date is fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.

                            Section 9. CORPORATE SEAL


                                       -9-



     9.1. Subject to alteration by the directors, the seal of the corporation
shall consist of a flat-faced circular die with the word "Delaware" and the name
of the corporation cut or engraved thereon, together with such other words,
dates or images as may be approved from time to time by the directors.

                         Section 10. EXECUTION OF PAPERS

     10.1. Except as the board of directors may generally or in particular cases
authorize the execution thereof in some other manner, all deeds, leases,
transfers, contracts, bonds, notes, checks, drafts or other obligations made,
accepted or endorsed by the corporation shall be signed by the chairman of the
board, if any, the president, a vice president or the treasurer.

                             Section 11. FISCAL YEAR

     11.1. The fiscal year of the corporation shall end on the 31st of December.

                             Section 12. AMENDMENTS

     12.1. These by-laws may be adopted, amended or repealed by vote of a
majority of the directors then in office or by vote of a majority of the stock
outstanding and entitled to vote. Any by-law, whether adopted, amended or
repealed by the stockholders or directors, may be amended or reinstated by the
stockholders or the directors.


                                      -10-

EX-3.134

                                                                   Exhibit 3.134

ARTICLES OF ORGANIZATION
OF
TELEHEALTH RESOURCES, L.L.C.

The undersigned natural person of the age of eighteen (18) years or more, acting
as an organizer of a limited liability company under the Texas Limited Liability
Company Act ("TLLCA"), hereby adopts the following Articles of Organization.

ARTICLE I.

Name

The name of the limited liability company is Telehealth Resources, L.L.C.
(hereinafter referred to as the "Company").

ARTICLE II.

Duration

The period of the duration of the Company is perpetual or until the earlier
dissolution of the Company in accordance with the provisions of its regulations.

ARTICLE III.

Purpose

The Company is a limited liability company, organized for the purpose of
transacting any and all lawful business and to do and perform any and all acts
and things authorized by the TLLCA, as amended, including but not limited to,
the management and operation of a call center for health care access and managed
care and other health care information services.

ARTICLE 1V.

Initial Registered Office and Agent

The address of the initial registered office of the Company is 8220 Walnut Hill
Lane, Suite 700, Dallas, Texas 75231. The name of the initial registered agent
of the Company at such address is Charles W. Boes.

ARTICLE V.

Management of Company and Initial Managers



The Company shall be managed by one or more Managers The Company shall initially
have one (1) Manager. The name and address of the person who is elected to serve
as Manager until the first annual meeting of the Members, or until their
successors shall have been duly elected and qualified, unless he shall sooner
die, resign or be removed in accordance with the Regulations of the Company, is
as follows.



Name                          Address
                           
Dave Ashworth                 8220 Walnut Hill Lane, Suite 700
                              Dallas, Texas 75231


ARTICLE VI.

Indemnification

The Company shall indemnify any person who was, is, or is threatened to be made
a named a party in a proceeding (as hereinafter defined) because the person (i)
is or was a Manager or officer of the Company or (ii) while a Manager or officer
of the Company, is or was serving at the request of the Company as a Manager,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
to the fullest extent that a corporation may grant indemnification to such
person under the Texas Business Corporation Act ("TBCA"), as the same exists or
may hereafter be amended Such right shall be a contract right and as such shall
run to the benefit of any Manager or officer who is elected and accepts the
position of Manager or officer of the Company or elects to continue to serve as
a Manager or officer of the Company while this Article is in effect

Any repeal or amendment of this Article shall be prospective only and shall not
limit the rights of any such Manager or officer or the obligations of the
Company with respect to any claim arising from or related to the services of
such Manager or officer in any of the foregoing capacities prior to any such
repeal or amendment of this Article. Such right shall include the right to be
paid or reimbursed by the Company for expenses incurred in defending any such
proceeding in advance of its final disposition to the maximum extent permitted
under the TBCA, as the same exists or may hereafter be amended.

If a claim for indemnification or advancement of expenses hereunder is not paid
in full by the Company within 90 days after a written claim has been received by
the Company, the claimant may at any time thereafter bring suit against the
Company to recover the unpaid amount of the claim, and if successful in whole or
in part, the claimant shall be entitled to be paid also the expenses of
prosecuting such claim. It shall be a defense to any such action that such
indemnification or advancement of costs of defense are not permitted under the
TBCA, but the burden of proving such defense shall be on the Company. Neither
the failure of the Company (including its Board of Managers or any committee
thereof, special legal counsel, or Members) to have made its determination prior
to the commencement of such action that indemnification of, or advancement of
costs of defense to, the claimant is permissible in the circumstances nor an
actual determination by the Company (including its Board of Managers or any
committee

                                       2


thereof, special legal counsel, or Members) that such indemnification or
advancement is not permissible, shall be a defense to the action or create a
presumption that such indemnification or advancement is not permissible. In the
event of the death of any person having a right of indemnification under the
foregoing provisions, such right shall inure to the benefit of his heirs,
executors, administrators, and personal representatives. The rights conferred
above shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, bylaw, resolution of Members, Managers,
agreement, or otherwise.

The Company may additionally indemnify any person covered by the grant of
mandatory indemnification contained above to such further extent as is permitted
by law and may indemnify any other person to the fullest extent permitted by law

To the extent permitted by then applicable law, the grant of mandatory
indemnification to any person pursuant to this Article shall extend to
proceedings involving the negligence of such person.

As used herein, the term "proceeding" means any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
arbitrative, or investigative, any appeal in such an action, suit, or
proceeding, and any inquiry or investigation that could lead to such an action,
suit, or proceeding.

ARTICLE VII.

Denial of Cumulative Voting

Cumulative voting for the election of Managers is expressly denied and
prohibited.

ARTICLE VIII.

Denial of Pre-emptive Rights

No Member shall have a pre-emptive right to acquire any membership interests or
securities of any class that may at anytime be issued, sold or offered for sale
by the Company.

ARTICLE IX.

Contracts with Interested Persons

No contract or transaction between the Company and one or more of its Managers
or officers, or between the Company and any other corporation, partnership,
association, or other organization in which one or more of its Managers,
directors, or officers are managers or officers or have a financial interest,
shall be void or voidable solely for this reason, solely because the Manager or
officer is present at or participates in the meeting of the Managers or
committee thereof which authorizes the contract or transaction, or solely
because his or their votes are counted for such purpose, if

                                       3


(a) The material facts as to his relationship or interest and as to the contract
or transaction are disclosed or are known to the Managers or the committee, and
the Managers or committee in good faith authorize the contract or transaction by
the affirmative vote of a majority of the disinterested Managers, even though
the disinterested Managers be less than a quorum; or

(b) The material facts as to his relationship or interest and as to the contract
or transaction are disclosed or are known to the Members entitled to vote
thereon, and the contract or transaction is specifically approved in good faith
by vote of the Members;

(c) The contract or transaction is fair as to the Company as of the time it is
authorized, approved, or ratified by the Managers, a committee thereof, or the
Members.

Common or interested Managers may be counted in determining the presence of a
quorum at a meeting of the Managers or of a committee which authorizes the
contract or transaction.

This provision shall not be construed to invalidate a contract or transaction
which would be valid in the absence of this provision or to subject any Manager
or officer to any liability that he would not be subject to in the absence of
this provision

ARTICLE X.

Limitation of Liability

A. No person shall be liable to the Company for any loss or damage suffered by
it on account of any action taken or omitted to be taken by him as a Manager,
officer or employee of the Company in good faith, if, in the exercise of
ordinary care, this person

(i) Relied upon financial statements of the Company represented to him to be
correct by the President or the officer of the Company having charge of its
books of account, or stated in a written report by an independent public or
certified public accountant or firm of such accountants fairly to reflect the
financial condition of the Company; or considered the assets to be of their book
value; or

(ii) Relied upon the written opinion of an attorney for the Company.

B. Further, to the fullest extent permitted by applicable law, a Manager,
officer or employee of the Company shall not be liable to the Company or its
Members for monetary damages for an act or omission in such person's capacity,
except that this Article XI does not eliminate or limit the liability of a
Manager, officer or employee of the Company to the extent the person is found
liable for:

(i) a breach of duty of loyalty to the Company or its Members,

(ii) an act or omission not in good faith that constitutes a breach of duty to
the Company or an act or omission that involves intentional misconduct or a
knowing violation of the law,

                                       4


(iii) a transaction from which the Manager, officer or employee received an
improper benefit, whether or not the benefit resulted from an action taken
within the scope of the person's office; or

(iv) an act or omission for which the liability of such person is expressly
provided by an applicable statute.

Any repeal or amendment of this Article XI by the Members of the Company shall
be prospective only and shall not adversely affect any limitation on the
personal liability to the Company arising from an act or omission occurring
prior to the time of such repeal or amendment. In addition to the circumstances
in which a Manager, officer or employee of the Company is not personally liable
as set forth in the foregoing provisions of this Article XI, a Manager, officer
or employee shall not be liable to the Company or its Members to such further
extent as permitted by any law hereafter enacted, including without limitation
any subsequent amendment to the TLLCA, the Texas Miscellaneous Corporation Laws
Act or the TBCA

ARTICLE XII.

Consent Actions

Any action which may be taken, or which is required by law or the Articles of
Organization or Regulations of the Company to be taken, at any annual or special
meeting of Members may be taken without a meeting, without prior notice, and
without a vote, if a consent or consents in writing, setting forth the action so
taken, shall have been signed by the Class A Member and the Class B Members
having not less than the minimum number of votes that would be necessary to take
such action at a meeting at which all Members entitled to vote on the action
were present and voted. No written consent of the Members shall be effective to
take the action that is the subject to the consent unless, within 60 days after
the date of the earliest dated consent delivered to the Company in the manner
required by this paragraph, a consent or consents signed by the Class A Member
and the minimum number of the Class B of the Members are delivered to the
Company by delivery to its registered office, its principal place of business,
or the Board of Managers. Delivery shall be by hand or certified or registered
mail, return receipt requested. Delivery to the Company's principal place of
business shall be addressed to the Board of Managers. A telegram, telex,
cablegram or similar transmission, or a photographic, photostatic, facsimile or
similar reproduction of a writing signed by a Member, shall be regarded as
signed by the Member for purposes of this Section.

ARTICLE XIII.

Organizer

The name and address of the organizer of the Company is as follows:

                                       5




Name                                   Address
                                    
Dave Ashworth                          8220 Walnut Hill Lane, Suite 700
                                       Dallas, Texas 75231


IN WITNESS WHEREOF, the undersigned, being the organizer designated in Article
XIII, has executed these Articles of Organization this 1day of April, 1996.

ORGANIZER:

/s/Dave Ashworth
- ---------------------

                                       6


ARTICLES OF AMENDMENT TO THE
ARTICLES OF ORGANIZATION OF
TELEHEALTH RESOURCES, L.L.C.

Pursuant  to the  provisions  of  Article  3.06 of the Texas  Limited  Liability
Company Act, the  undersigned  limited  liability  company  adopts the following
Articles of  Amendment to its  Articles of  Organization  in order to change the
name of the company.

ARTICLE ONE

The name of the company is Telehealth Resources, L.L.C.

ARTICLE TWO

ARTICLE I of the Articles of  Organization is hereby amended so as to provide in
its entirety as follows:

"ARTICLE I.

The name of the limited liability company is
"ProvidaCare, L.L.C."

ARTICLE THREE

The  foregoing  amendment  to the  Articles of  Organization  was adopted by the
Unanimous  Written  Consent of the Members  dated  December  19,  1996,  and the
Unanimous Written Consent of the Board of Managers of the Company dated December
19, 1996.

DATED this 19 day of December, 1996.

TELEHEALTH RESOURCES, L.L.C.

By: /s/Dave Ashworth
    ----------------------------
Dave Ashworth, Manager



Office of the                                           Corporations Section
Secretary of State                                      P.O. Box 13697
                                                        Austin, Texas 78711-3697

STATEMENT OF CHANGE OF REGISTERED OFFICE OR
REGISTERED AGENT OR BOTH BY A CORPORATION,
LIMITED LIABILITY COMPANY OR LIMITED PARTNERSHIP

1.   The name of the entity is ProvidaCare, LLC.

     The entity's charter/certificate of authority/file number is 0701746822.

2.   The  registered  office  address as  PRESENTLY  shown in the records of the
Texas secretary of state is: 8220 Walnut Hill Lane, Ste. 700, Dallas, TX 75231.

3.   A. _____ The  address of the NEW  registered  office  is:  (Please  provide
street address, city, state and zip code. The address must be in Texas.)

     c/o C T CORPORATION SYSTEM,
     350 N. St. Paul Street,
     Dallas, Texas  75201.

OR   B. _____ The registered office address will not change.

4.   The name of the registered  agent as PRESENTLY  shown in the records of the
Texas secretary of state is Charles W. Boes.

5.   A. _____ The name of the NEW registered agent is C T CORPORATION SYSTEM.

OR   B. _____ The registered agent will not change.

6.   Following the changes shown above, the address of the registered office and
the address of the office of the registered agent will continue to be identical,
as required by law.

7.   The changes  shown above were  authorized  by:  Business  Corporations  may
select  A or  B  Limited  Liability  Companies  may  select  D  or E  Non-Profit
Corporations may select A, B, or C Limited Partnerships select F

     A. _____ The board of directors; OR

     B.  _____ An  officer  of the  corporation  so  authorized  by the board of
directors; OR

     C. _____  The  members  of  the  corporation  in  whom  management  of the
corporation  is  vested  pursuant  to  article  2.14C  of the  Texas  Non-Profit
Corporation  Act.

     D. X Its members

     E. _____ Its managers

     F. _____ The limited partnership



/s/      X
- -----------------------------------------------------
(Authorized Officer of Corporation)
(Authorized Member or Manager of LLC)
(General Partner of Limited Partnership)

EX-3.135

                                                                   Exhibit 3.135

                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                               PROVIDACARE, L.L.C.

This Limited Liability Company Operating Agreement dated as of February __, 2005
(this "Agreement") of Providacare, L.L.C. (the "Company") is made and entered
into by American Medical Pathways, Inc., as the 100% member of the Company (the
"Member").

The Member, by the filing of the articles of organization with the Texas
Secretary of State, has formed a limited liability company pursuant to and in
accordance with the Texas Limited Liability Company Act, Part Three (as amended
from time to time, the "Act"), and hereby agrees as follows:

                                    ARTICLE I

                                  Introduction

Section 1.1. Formation of Limited Liability Company. The name of the limited
liability company is Providacare, L.L.C. The Member is hereby authorized to
execute, deliver and file any amendments and/or its restatements of its articles
of organization (the "Certificate"), and any other certificates and any
amendments and/or restatements thereof as are necessary or appropriate for the
Company to qualify to do business in a jurisdiction in which the Company may
conduct business. The Company's business shall be conducted under such name
until such time as the Member shall hereafter designate otherwise and file
amendments to the Certificate in accordance with applicable law.

This Agreement is subject to, and governed by, the Act and the Certificate. In
the event of a conflict between the provisions of this Agreement and the
mandatory provisions of the Act or the provisions of the Certificate, such
provisions of the Act or the Certificate, as the case may be, will be
controlling.

Section 1.2. Term. The Company was formed upon the filing of its Certificate and
shall continue until it is dissolved and its affairs wound up in accordance with
the Act.

Section 1.3. Defined Terms. The terms used in this Agreement with their initial
letters capitalized shall, unless the context otherwise requires or unless
otherwise expressly provided herein, have the respective meanings specified in
this Section 1.3.



"Affiliate" means, as to any Person, any other Person that, directly or
indirectly, is in Control of, is Controlled by or is under common Control with
such Person or is a director or officer of such Person.

"Capital Contribution" means the total value of cash and agreed gross fair
market value of property contributed and agreed to be contributed to the Company
by the Member, as shown on Exhibit A, as the same may be amended from time to
time. Additional Capital Contributions may be made by the Member.

"Code" means the Internal Revenue Code of 1986, as amended. All references
herein to sections of the Code shall include any corresponding provision or
provisions of succeeding law.

"Control" (including the terms "Controlling" and "Controlled by") means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through the
ownership of voting securities or voting interests, by contract or otherwise.

"Distribution" means any distribution of cash or other property made by the
Company to the Member. None of (i) the repayment of any loan made by the Member
to the Company, (ii) any payment of fees to the Member, or (iii) any
reimbursement of disbursements shall be considered a Distribution hereunder.

"Initial Capital Contribution" means the initial contribution by the Member to
the capital of the Company pursuant to this Agreement, as reflected on Exhibit A
hereto.

"Membership Interest" in the Company means the entire ownership interest of the
Member in the Company at any particular time, including the Member's interest in
the capital, profits and losses of the Company and the right of the Member to
any and all benefits to which the Member may be entitled as provided in this
Agreement and under the Act (including the right to receive distributions
hereunder), together with the obligations of the Member to comply with all of
the terms and provisions of this Agreement and under the Act.

"Person" means an individual, partnership, corporation (including a business
trust), joint stock company, limited liability company, trust, unincorporated
association, joint venture or other entity, or a government or any political
subdivision or agency thereof.

Section 1.4. Company Purposes. The purposes of the Company are to engage in any
activity permitted to limited liability companies under the laws of the State of
Texas.


                                        2



                                   ARTICLE II

                          Member, Membership Interest

Section 2.1. Name, Address and Initial Capital Contribution; Principal Office.

(a) The Member, its Initial Capital Contribution to the Company, its taxpayer
identification number and its address are set forth on Exhibit A.

(b)The principal office of the Company shall be located at the address set forth
on Exhibit A for the Member, or as the Member may otherwise determine.

(c)The registered agent for the service of process and the registered office in
the State of Texas shall be that Person and location reflected in the
Certificate. The Member may, from time to time, change the registered agent or
office through appropriate filing with the Secretary of State of the State of
Texas. In the event the registered agent ceases to act as such for any reason or
the registered office shall change, the Member shall promptly designate a
replacement registered agent or file a notice of change of address, as the case
may be.

Section 2.2. Additional Capital Contributions. In order to obtain additional
funds or for other business purposes, the Member may decide to make additional
Capital Contributions to the Company. Any such additional Capital Contributions
shall be in such amounts as determined by the Member and may be in cash or any
type of property. The Member shall not be required to make any Capital
Contributions to the Company other than the Initial Capital Contribution.

Section 2.3. Member Loans. Loans by the Member to the Company shall not be
considered additional contributions to the capital of the Company unless
otherwise agreed by the Member.

Section 2.4. Membership Interest. Distributions with respect to the Membership
Interest shall be made in accordance with Article V.


                                        3



Section 2.5. Certificate for Membership Interest. The Membership Interest of
the Member may be represented by a certificate or may be uncertificated. The
exact contents of any such certificate shall be determined by the Member.

Section 2.6. Capital and Capital Account.

III No interest shall be paid on any Capital Contribution.

IVA capital account (the "Capital Account") shall be established and maintained
on behalf of the Member.

(a) The Member shall not receive out of Company property any part of its Capital
Contributions until all liabilities of the Company, except liabilities to the
Member on account of its Capital Contributions, have been paid or there remains
property of the Company sufficient to pay them.

Section 4.2. Limitation on Liability. The Member shall not be liable under a
judgment, decree or order of a court, or in any other manner, for a debt,
obligation or liability of the Company, except as provided by law or as
specifically provided otherwise herein. The Member shall not be required to loan
any funds to the Company. The Member shall not be required to make any
contribution to the Company by reason of any negative balance in the Member's
Capital Account, nor shall any negative balance in the Member's Capital Account
create any liability on the part of the Member to any third party.

                                    ARTICLE V

                       Management and Control of Business

Section 5.1. Management of the Company. The overall management and control of
the business and affairs of the Company shall be vested in the Member, who shall
be responsible for the management of the Company's business.

Section 5.2. Authority and Responsibility of the Member. All decisions
respecting any matter set forth in this Agreement or otherwise affecting or
arising out of the conduct of the business of the Company shall be made by the
Member, and the Member shall have the exclusive right and full authority to
manage, conduct and operate the Company's business.

Section 5.3. Duties of Parties.

(a) The Member shall devote such time to the business and affairs of the Company
as is necessary to carry out the Member's duties set forth in this Agreement.


                                        4



(b) Nothing in this Agreement shall be deemed to restrict in any way the rights
of the Member, or any Affiliate of the Member, to conduct any other business or
activity whatsoever, and neither the Member nor any Affiliate of the Member
shall be accountable to the Company with respect to such other business or
activity even if such other business or activity competes with the Company's
business.

(c)The Member understands and acknowledges that the conduct of the Company's
business may involve business dealings and undertakings with the Member and its
Affiliates. In any of those cases, those dealings and undertakings shall be at
arm's length and on commercially reasonable terms, as determined in the business
judgment of the Member.

Section 5.4. Liability and Indemnification.

(a) The Member shall not be liable, responsible or accountable, in damages or
otherwise, to the Company for any act performed by the Member with respect to
Company matters, except for fraud, gross negligence or an intentional breach of
this Agreement.

(b) The Company shall indemnify the Member for any act performed by the Member
with respect to Company matters, except for fraud, gross negligence or an
intentional breach of this Agreement by the Member.

                                   ARTICLE VI

                             Accounting and Records

Section 6.1. Records and Accounting. The books and records of the Company shall
be kept, and the financial position and the results of its operations recorded,
at the expense of the Company in accordance with the accounting methods elected
to be followed by the Company for federal income tax purposes. The books and
records of the Company shall reflect all Company transactions and shall be
appropriate and adequate for the Company's business. The fiscal year of the
Company for financial reporting and for federal income tax purposes shall end on
August 31 of each year until changed by the Member.

Section 6.2. Access to Accounting Records. All books and records of the Company
shall be maintained at any office of the Company or at the Company's principal
place of business, and the Member and the Member's duly authorized
representative shall have access to them at such office of the Company and the
right to inspect and copy them at reasonable times.

Section 6.3. Income Tax Status and Elections. The Company shall be treated as a
sole proprietorship of the Member for federal and other income tax purposes
consistent with


                                        5



Treasury Regulation Sections 301.7701-2(c)(2)(i) and 301.7701-3(b)(ii) and shall
not make any elections for federal income tax purposes inconsistent therewith.

Section 6.4. Other Records. The Company shall maintain records at the principal
office of the Company or such other place as the Member may determine which
shall include the following:

(a) the Capital Account of the Member and the Membership Interest of the Member;

(b) a current list of the full name and last known business or mailing address
of the Member;

(c) a copy of the Certificate of the Company and all amendments thereto; and

(d)copies of the Company's currently effective written operating agreement,
copies of any writings permitted or required with respect to the Member's
obligation to contribute cash, property or services to the Company, and copies
of any financial statements of the Company for the three most recent fiscal
years.

                                   ARTICLE VII

                    Allocations; Distributions and Interests

Section 7.1. Distributions. Subject to Section 5.09 of the Act, distributions
of cash and other assets shall be made to the Member from time to time as
determined by the Member.

Section 7.2. Allocation of Profit or Loss. Profits and losses, and each item of
Company income, gain, loss, deduction and tax preference with respect thereto,
for each fiscal year (or shorter period in respect of which such items are to be
allocated) shall be allocated to the Member, consistent with the
characterization of the Company as a sole proprietorship of the Member pursuant
to Section 4.3.

Section 7.3. Distributions and Allocations upon Liquidation. Upon liquidation
of the Company (or the Member's Membership Interest), liquidating distributions
will be made pursuant to Section 5.1 and in accordance with the positive Capital
Account balance of the Member as of the date of liquidation, as determined after
taking into account all Capital Account adjustments for the Company's taxable
year during which the liquidation occurs.


                                       6



                                  ARTICLE VIII

                              Changes in Membership

Section 8.1. Change in Membership. The Member shall have the right or power,
directly or indirectly, to sell, assign, transfer, give, hypothecate, pledge,
encumber or otherwise dispose of all or any portion of its interest as a Member
in the Company to any Person (a "Transferee"). Any Transferee may be admitted as
a Member with the consent of, and upon such terms (including the capital
contribution to be made and the Membership Interest to be received) as may be
determined by the Member. Upon the admission of a Transferee as a Member,
Exhibit A annexed hereto shall be amended to reflect each Member's revised
Membership Interest. No Transferee shall become a Member until the Transferee
has become a party to, and adopted all of the terms and conditions of, this
Agreement.

                                   ARTICLE IX

                                   Dissolution

Section 9.1. Events of Dissolution. The Company shall be dissolved in
accordance with the Act.

Section 9.2. Effect of Dissolution. Upon dissolution, the Company shall not be
terminated and shall continue until a winding up of the affairs of the Company
is completed and a certificate of dissolution has been issued by the Texas
Secretary of State.

Section 9.3. Procedure for Dissolution. If the Company is dissolved, the Member
shall wind up the Company's affairs. On winding up of the Company, the assets of
the Company shall be applied in the manner, and in the order of priority, set
forth in Section 6.04 of the Act.

Section 9.4. Filing of Articles of Dissolution. If the Company is dissolved,
upon completion of the winding up of the Company, the Member shall promptly file
Articles of Dissolution with the office of the Texas Secretary of State.

                                    ARTICLE X

                                  Miscellaneous

Section 10.1. Complete Agreement. This Agreement and the Certificate constitute
the complete and exclusive statement of the Member, and replace and supersede
all prior agreements and all prior written and oral statements by the Member
with respect to the subject matter hereof. No representation, statement,
condition or warranty not contained in


                                        7



this Agreement or the Certificate will be binding on the Member or have any
force or effect whatsoever with respect to the subject matter hereof.

Section 10.2. Governing Law. This Agreement and the rights of the parties
hereunder will be governed by, interpreted and enforced in accordance with the
laws of the State of Texas.

Section 10.3. Binding Effect. Subject to the provisions of this Agreement
relating to transferability, this Agreement will be binding upon and inure to
the benefit of the Member and its successors and assigns.

Section 10.4. Terms. Common nouns and pronouns will be deemed to refer to the
masculine, feminine, neuter, singular and plural, as the identity of the person
or persons, firm or corporation may in the context require.

Section 10.5. Headings. All headings herein are inserted only for convenience
and ease of reference and are not to be considered in the construction or
interpretation of any provision of this Agreement.

Section 10.6. Severability. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under the present or future laws effective
during the term of this Agreement, such provision will be fully severable; this
Agreement will be construed and enforced as if such illegal, invalid or
unenforceable provision had never comprised a part of this Agreement, and the
remaining provisions of this Agreement will remain in full force and effect and
will not be affected by the illegal, invalid or unenforceable provision or by
its severance from this Agreement. Furthermore, in lieu of such illegal, invalid
or unenforceable provision, there will be added automatically as part of this
Agreement a provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible and be legal, valid and enforceable.

Section 10.7. Additional Documents and Acts. The Member agrees to execute and
deliver such additional documents and instruments and to perform such additional
acts as may be necessary or appropriate to effectuate, carry out and perform all
of the terms, provisions and conditions of this Agreement and the transactions
contemplated hereby.

Section 10.8. No Third Party Beneficiary. This Agreement is made solely and
specifically for the benefit of the Member and its successors and assigns, and
no other Person will have any rights, interest or claims hereunder or be
entitled to any benefits under or on account of this Agreement as a third party
beneficiary or otherwise.

Section 10.9. Notices. Any notice to be given or to be served upon the Company
or the Member in connection with this Agreement must be in writing and will be
deemed to have been given and received when delivered to the address specified
by the party to receive


                                        8



the notice. Such notices will be given to the Member at the address specified in
Section 2.1(a) hereof and to the Company at the address specified in Section
2.1(b). The Member or the Company may, at any time, designate any other address
in substitution of the foregoing address to which such notice will be given,
such notice to be effective upon a Person upon its receipt.

Section 10.10. Amendments. All amendments to this Agreement must be in writing
and signed by the Member.

                            [Signature Page Follows]


                                        9



IN WITNESS WHEREOF, American Medical Pathways, Inc. has executed this Agreement
to be effective as of the date and year first above written.

                         Dated as of February __, 2005.

                                        AMERICAN MEDICAL PATHWAYS, INC.


                                        By: /s/ Randel Owen
                                            ------------------------------------
                                        Name: Randel Owen
                                        Title:
                                               ---------------------------------

            [Signature Page to LLC Agreement of Providacare, L.L.C.]



                                    EXHIBIT A



Member                            Initial Capital Contribution:
- ------                            -----------------------------
                               
American Medical Pathways, Inc.              $100.00
6200 S. Syracuse Way
Suite 200
Greenwood Village, CO 80111



                                       A-1

EX-3.136

                                                                   Exhibit 3.136

                         PUCKETT AMBULANCE SERVICE, INC.
                        3845 Powder Springs Rd., Ste 201
                          Powder Springs, Georgia 30073

                            ARTICLES OF INCORPORATION
                         PUCKETT AMBULANCE SERVICE. INC.

                                       I.

The name on the corporation in PUCKETT AMBULANCE SERVICE. INC.

                                       II.

The corporation is organized pursuant to the provisions of the Georgia Business
Corporation Code.

                                      III.

The corporation shall have perpetual duration.

                                       IV.

The corporation is a corporation for profit and is organized for the following
purpose: EMERGENCY MEDICAL AND MOBLE SERVICE and to engage in any lawful
business or activity for which corporations may be organized under Georgia
Corporation Code.

                                       V.

The corporation shall have the authority, acting by its board of directors, to
issue not more than 1,000 shares of a common class stock having a Par Value of
$1.00 per Share.

                                       VI.

The corporation shall not commence business until it shall have received
consideration of not less than $500. in value for the issuance of its shares.

                                      VII.

The shareholders of the corporation shall not have any preemptive rights to
acquire any unissued shares of the corporation. All sales or transfers of stock
will be preapproved by all stockholders prior to initiation.

                                      VIII.



The address of the initial registered office of the corporation is 3845 Powder
Springs Rd., Ste 201 Powder Springs, Ga. 30073 and the initial registered agent
of the corporation at such address is Steve Puckett.

                                       IX.

The initial board of directors shall consist of Two members, the name and
address of each of which is as follows:

President/Treasurer
Steve Puckett
3845 Powder Springs Rd., Ste 201
Powder Springs, Georgia 30073

Secretary:
Renee Buchanan
3845 Powder Springs Rd., Ste 201
Powder Springs, Ga. 30073

The name and address of the incorporator is Steve Puckett
3845 Powder Springs Rd., Ste 201, Powder Springs, Ga. 30073

IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of
Incorporation.

This 24 day of JULY 1984


                                        /s/ Steve Puckett
                                        ----------------------------------------
                                        Steve Puckett


                                        2



CONSENT TO APPOINTMENT AS REGISTERED AGENT
TO: Max Cleland
Secretary of State
Suite 306-West Tower
2 Martin Luther King, Jr., Drive, S.E.
Atlanta, Georgia 30334

I Steve Puckett
do hereby consent to serve as registered agent for the Corporation

PUCKETT AMBULANCE SERVICE, INC.

the 24 day of JULY 1984


                                        /s/ Steve Puckett
                                        ----------------------------------------
                                        Agent for Service

Address of the Registered Agent(s):

3845 Powder Springs Rd., Ste 201
Powder Springs, Ga 30073


                                        3

EX-3.137

                                                                   Exhibit 3.137

                                   BY-LAWS OF

               Incorporated under the Laws of the State of Georgia

Registered agent:

Registered office address:

Annual meeting time: Month ____________ Day ________ Hour ________

Fiscal year begins: Month ____________ Day ________

               ARTICLE I - REGISTERED AGENT AND REGISTERED OFFICE

     The name and address of the registered agent, which is the same address as
the registered office, is stated at the beginning of these by-laws. The
corporation may have other offices or branches as determined by the board of
directors.

                            ARTICLE II - FISCAL YEAR

     The date on which the fiscal year of the corporation begins each year is
stated at the beginning of these by-laws.

                     ARTICLE III - MEETINGS OF SHAREHOLDERS

1.   PLACE

     Shareholders' meetings shall be held at the registered office of the
corporation or at another location determined by the board of directors and
stated in the notice of the meeting.

2.   TIME

     The time of the annual meeting of shareholders is stated at the beginning
of these by-laws. If this date falls on a legal holiday then the annual meeting
shall be held on the next business day.

3.   PURPOSE


                                      GA-A



     The purpose of the annual meeting shall be to elect a board of directors
and transact other business as may come before the meeting. Matters required by
statute to be stated in the notice of the meeting which are not so stated, may
not be transacted.

4.   SPECIAL MEETINGS

     Special meetings of the shareholders may be called by the president, two
directors or by the holders of at least 25% of the shares entitled to vote at a
meeting. A special meeting may be called anytime for any business purpose,
unless otherwise prohibited by statute. They shall be held at the registered
office of the corporation.

5.   NOTICE

     Written notice stating the place, day and time of the meeting and, in case
of a special meeting, the purpose or purposes for which the meeting is called
shall be delivered not less than 10 nor more than 50 days before the date of the
meeting. If mailed, such notice shall be considered to be delivered when
deposited in the United States Postal Service, addressed to the shareholder at
his/her address as it appears on the stock transfer books of the corporation,
with the correct amount of first class postage on it.

6.   FIXING RECORD DATE

     For the purpose of determining the shareholders entitled to notice of or to
vote at any meeting of shareholders or for the purpose of any other action, the
board of directors shall fix in advance a date as a record date. The date shall
not be more than 50 nor less than 10 days before the meeting, nor more than 50
days prior to any other action

7.   QUORUM

     At any meeting of shareholders a majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum. The shareholders present in person or by proxy at such
meeting may continue to do business until adjournment even if this means the
withdrawal of enough shareholders to leave less than a quorum. If a quorum is
not present the shareholders present in person or by proxy may adjourn to a date
they agree upon.

8.   PROXIES

     At all meetings of shareholders, a shareholder may vote by proxy executed
in writing by the shareholder or his/her duly authorized attorney in fact. A
proxy is not valid after the expiration, of 11, months from its date unless
otherwise provided in the proxy. A proxy is not invalidated by the death or
incompetency of the shareholder, unless, before the authority is exercised,
written notice of such an adjudication is received by the corporate office
responsible for maintaining the list of shareholders.

9.   VOTING


                                      GA-B



     Each outstanding share is entitled to 1 vote on each matter submitted to a
vote. A vote may be cast either orally or in writing in person or by proxy. All
elections for directors shall be decided by plurality vote; all other matters
shall be decided by majority vote.

10.  WAIVER OF NOTICE

     Notice of meeting need not be given to any shareholder who signs a waiver
of notice, in person or by proxy, whether before or after the meeting. The
attendance of any shareholder at a meeting, in person or by proxy, without
protesting prior to the conclusion of the meeting the lack of notice of such
meeting, shall constitute a waiver of notice by the shareholder.

11.  WRITTEN CONSENT OF SHAREHOLDERS

     Any action may be taken without a meeting, without prior notice and without
a vote if a consent in writing, setting forth the action taken, is signed by the
holders of all the outstanding shares entitled to vote on the matter.

12.  PARTICIPATION BY TELECOMMUNICATIONS

     Participation in a shareholders' meeting may be by means of conference
telephone, or similar communications equipment. All persons participating in the
meeting must be able to hear each other, be advised of the use of such
equipment, and be provided with the names of individuals using such equipment.

13.  ORDER OF BUSINESS.

     The order of business at all meetings of the shareholders, shall be as
follows:

     a.   Roll call.

     b.   Proof of notice of meeting or waiver of notice.

     c.   Reading of minutes of the preceding meeting.

     d.   Reports of officers.

     e.   Reports of committees.

     f.   Election of directors.

     g.   Unfinished business.

     h.   New business.

                             ARTICLE IV - DIRECTORS

1.   GENERAL POWERS

     The corporation shall be managed by the board of directors.

2.   NUMBER AND TENURE OF DIRECTORS


                                      GA-C



     The number of directors of the corporation shall be at least 1. Each
director shall hold office until the next annual meeting of shareholders and
until his/her successor shall have been elected and qualified.

3.   NEWLY CREATED DIRECTORSHIPS AND VACANCIES

     A vacancy occurring on the board of directors may be filled by the
affirmative vote of a majority of the board of directors even if there is less,
than a quorum of the board of directors. The board of directors so chosen shall
hold office until the next annual election of the board of directors by the
shareholders.

4.   REGULAR AND SPECIAL MEETINGS

     a. Regular meetings may be held without notice as determined by the board
of directors and must be held at least annually.

     b. Special meetings may be called by the president or at least 2 directors
on 2 day's notice by mail or 24 hours notice by a telecommunications device. A
brief indication of the nature of the business to be transacted shall be made
part of the notice. If mailed, the notice shall be considered delivered when
deposited in the United States mail. The notice must be properly addressed and
have the correct amount of postage on it. If the notice is by telecommunications
device, it shall be considered delivered when delivered to the
telecommunications company.

     c. Participation in a regular or special meeting may be by means of
conference telephone, or similar telecommunications equipment. All persons
participating in the meeting must be able to hear each other, be advised of the
use of such equipment, and be provided with the names of individuals using the
equipment.

5.   QUORUM

     A quorum shall consist of a majority of the board of directors.

6.   ACTION BY BOARD WITHOUT A MEETING

     Any action required or permitted to be taken pursuant to authorization
voted at a meeting of the board of directors or a committee of the board, may be
taken without a meeting if before or after the action all members of the board
of directors or committee consent to it in writing. The written consents shall
be filed with the minutes, of the proceedings of the board of directors or
committee.

7.   WAIVER OF NOTICE

     Attendance of a director at a meeting constitutes a waiver of notice of the
meeting except where a director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened.


                                      GA-D



8.   REMOVAL

     Any director may be removed with or without cause by a majority vote of the
shareholders.

9.   EXECUTIVE AND OTHER COMMITTEES

     The board of directors, by resolution, may designate from among its
members, to the extent allowable by statute, an executive committee and other
committees, each consisting of one or more directors. Each committee shall serve
at the pleasure of the of board of directors.

                              ARTICLE V - OFFICERS

1.   NUMBER

     The officers of the corporation shall be a president, a vice president, a
secretary and a treasurer and other officers as shall from time to time be
elected or appointed by the board of directors.

2.   SALARIES

     The salaries of the officers shall be established by the board of
directors.

3.   REMOVAL

     a. Any officer or agent elected or appointed by the board of directors may
be removed by the board whenever in its judgment the best interests of the
corporation will be served.

     b. An officer or agent elected by the shareholders may be removed only by
vote of the shareholders, unless the shareholders shall have authorized the
board to remove such officer or agent, but the authority of such officer or
agent to act for the corporation may he suspended by the board for cause.

4.   PRESIDENT

     The president shall be the chief executive officer of the corporation and
subject to the control of the board of directors, supervise and control all of,
the business of the corporation. The president shall when present, preside at
all meetings of the shareholders and of the board of directors. The president
shall have authority to institute or defend legal proceedings when the directors
are deadlocked.

5.   VICE-PRESIDENT

     In the absence of the president or in the event of the president's death,
inability, or refusal to act, the vice-president shall have all the powers and
functions of the president and shall


                                      GA-E



perform such other duties as the board of directors shall determine. If there is
more than one vice-president, then the executive vice-president in the event of
the above listed disabilities shall have all the powers and functions of the
president and shall perform such other duties as the board of directors shall
determine.

6.   SECRETARY

     The secretary shall:

     a. Attend all meetings of the board of directors and of the shareholders.

     b. Record all votes and minutes of all proceedings in a book to be kept for
     that purpose.

     c. Give notice of all meetings of shareholders and of special meetings of
     the board of directors.

     d. Keep in safe custody the seal of the corporation and affix it to any
     instrument when authorized by the board of directors.

     e. When required, prepare and make available at each meeting of
     shareholders a certified list in alphabetical order of the names of
     shareholders entitled to vote, indicating the number of shares of each
     respective class held by each.

     f. Keep all the documents and records of the corporation as required by law
     or otherwise in a proper and safe manner.

     g. Perform such other duties as may be assigned by the board.

7.   TREASURER

     The treasurer shall:

     a. Have the custody of the corporate funds and securities.

     b. Keep full and accurate accounts of receipts and disbursements in the
     corporate books.

     c. Deposit all money and other valuables in the name and to the credit of
     the corporation in such depositories as may be designated by the board of
     directors.

     d. Disburse the funds of the corporation as may be ordered or authorized by
     the board of directors and keep vouchers for such disbursements.

     e. Give to the president and board of directors at the regular meetings of
     the board of directors, or whenever they require it, an account of all
     his/her transactions as treasurer and of the financial condition of the
     corporation.

     f. Give a full financial report at the annual meeting of the shareholders,
     if so requested.

     g. Perform other duties assigned by the board or president.

     h. If required by the board of directors, give a bond for the faithful
     discharge of his/her duties in an amount and with such surety or surities
     as the board of directors shall determine.

                       ARTICLE VI - CERTIFICATES OF SHARES


                                      GA-F



1.   CERTIFICATES FOR SHARES

     Certificates representing shares of the corporation shall be in the form
determined by the board of directors. Such certificates shall be signed by the
president and by the secretary or by such other officers authorized by law and
by the board of directors. All certificate for shares and date of issue, shall
he entered on the stock transfer books of the corporation. All certificates
surrendered to the corporation for transfer shall be cancelled and no new
certificate shall be issued until the former certificate for a like number of
shares is surrendered and canceled, except that in the case of a lost, destroyed
or mutilated certificate a new one may be issued upon such terms and indemnity
to the corporation as the board of may determine.

2.   TRANSFER OF SHARES

     a. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled to it,
and cancel the old certificate; every transfer shall be entered on the transfer
books of the corporation which shall be kept at its principal office.

     b. The corporation shall be entitled to treat the holder of record of any
share as the holder in fact of it, shall not be bound to recognize any equitable
or other claim to or interest in such share on the part of any other person
whether or not it shall have express or other notice thereof, except as
expressly provided by law.

                          ARTICLE VII - INDEMNIFICATION

     The corporation shall indemnify to the extent allowed by the corporation
statutes of this state any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative by reason of the fact
that the person is or was a director, officer, employee or agent of the
corporation or served any other enterprise at the request of the corporation.
The person to be indemnified must have acted in good faith and in a manner
he/she reasonably believed to be in or not opposed to the best interests of the
corporation or its shareholders, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his/her conduct was unlawful.

                            ARTICLE VIII - DIVIDENDS

     The board of directors may declare and pay dividends or make other
distributions in cash, its bonds or its property, including the shares or bonds
of other corporations, on its outstanding shares.

                             ARTICLE IX - AMENDMENTS


                                      GA-G



     These by-laws may be altered, amended or repealed and new by-laws may be
adopted by a vote of the shareholders representing a majority of all the shares
issued and outstanding at any annual shareholders' meeting or at any special
shareholders' meeting when the proposed amendment has been stated in the notice
of such meeting.


                                      GA-H



                                     PREFACE

     This complete set of Minutes and By-laws has been drafted pursuant to the
corporation laws of the State of Georgia. You will find them to be
comprehensive, yet easy to use, and we suggest that they be used as a check list
for things to be done to get your client's corporation "off the ground".

     Use the WORKSHEET below. A properly completed worksheet will enable your
typist to complete the Minutes and By-Laws without further question.

                                    WORKSHEET

     Instructions: Review these minutes and by-laws page by page. As you reach
the blanks fill in the matching blank on the worksheet. If you wish to include a
Medical/Dental Reimbursement Plan or qualify the corporation pursuant to IRC
Subchapter S. review the tax supplement included with these minutes and by-laws.
If you wish to add resolutions not found in these minutes consult the yellow
page appendix for appropriate forms, check the box for additional materials
following "Note" in the margin of the worksheet and dictate the resolutions to
your secretary. Give the complete worksheet to your typist together with the
minutes and by-laws.

                                     MINUTES

Consent to action taken to organize the corporation by the directors

GA-1   1.   Name of corporation Puckett Ambulance Service, Inc.

       2.   Set forth the value of the consideration received for the shares
            issued and complete Schedule A, appended, itemizing consideration
            other than money received for shares issued:



shareholder     number of shares   consideration ($)
- -----------     ----------------   -----------------
                             
Steve Puckett   500                $500.00


GA-2   3.   Officers appointed: president Steve Puckett

                                vice-president --

                                secretary Rene Buchanan

                                treasurer Steve Puckett


                                      GA-i



       4.   Impress corporate seal in margin.

GA-3   5.   Resolution allocating consideration for par value shares ________
            delete include and insert allocation to stated capital for $________
            per share.

GA-3   6.   Resolution authorizing "purchase" or "lease" of business premises
            delete _____________ Include and complete by inserting either
            "purchase" or "lease": insert address Lease - 3845 Powder Springs
            Rd., Ste 206 Powder Springs, GA 30073

            If a purchase money mortgage is given insert a resolution
            authorizing the execution of the mortgage or use the form of
            resolution supplied by the lending institution.

       7.   Resolution adopting a written proposal to acquire assets of an
            existing business entity delete include and annex a written proposal
            to the minutes a complete: proposal from _______________ dated
            ________________ 19__, number of shares

GA-4   8.   Insert name of bank ________________________________________________

            located at _________________________________________________________

Note.  9.   Delete inappropriate resolutions listed below by crossing them out.

Note   10.  Additional resolutions may be added on a separate sheet typed and
            paged GA-4a.

       11.  Dated: __________________ 19__ Obtain proper signatures

       12.  Add to list of appended items


                                      GA-ii



                                     BY-LAWS

GA-A   1.   Registered agent Steve Puckett

       2.   Registered office address 3845 Powder Springs Rd., Ste 102
                                      Powder Springs, Ga 30073

       3.   Annual meeting time: month ___________ day ________ hour _________

       4.   Fiscal year begins: month ___________ day ________

       As Called.


                                     GA-iii

EX-3.138

                                                                   Exhibit 3.138

CERTIFICATION OF INCORPORATION
OF
DADE MIAMI EASTERN AMBULANCE SERVICE, INC.

This is to certify:

FIRST: That we, the subscribers, ROBERT A. BARNES, whose post office address is
c/o 1209 Biscayne Building, Miami, Dade County, Florida, HERBERT A. DUNN, whose
post office address is c/o 1209 Biscayne Building, Miami, Dade County, Florida,
and GEORGIA E. DUNN, whose post office address is c/o 1209 Biscayne Building,
Miami, Dade County, Florida, all being of full legal age, do, under and by
virtue of the General Laws of the State of Florida authorizing the formation of
corporations, associate ourselves with the intention of forming a corporation.

SECOND: That the name of the corporation (which is hereinafter called the
"Corporation") is:

DADE MIAMI EASTERN AMBULANCE SERVICE, INC.

THIRD: The general nature of the business to be transacted by the Corporation,
the purposes for which the Corporation is formed, and the objects to be carried
on and promoted by it are as follows:

(a) To do a general ambulance business wherein the sick, injured or otherwise
incapacitated persons or others may be transported to hospitals, homes or any
other designations in order to maintain and further in the areas of operation
the health and public welfare of the citizens.

(b) To acquire, use, employ, sell and deal in all suitable means, apparatus,
machinery, contrivances, equipment, and facilities for prosecuting its business.

(c) To acquire by subscription, purchase, exchange or otherwise, to hold as an
investment or for any other purpose, to sell, exchange, pledge, mortgage,
transfer or otherwise dispose of bonds, notes, stocks, or other securities,
evidences of indebtedness or choses in action; to aid in any manner any
corporation (whether public or private) whose securities or obligations are so
held; to control and direct, either alone or in conjunction with others, the
operations of such corporations, and to do any and all acts and deeds designed
to protect, preserve or improve the value of said securities and obligations
and, while the owner or holder of said securities and obligations, to exercise
all the rights, powers and privileges of ownership.

(d) To purchase, lease, or otherwise acquire the property of every kind,
including the business, goodwill, rights and franchises of any corporation,
partnership or individual carrying on and to assume, guarantee and pay the debts
and liabilities thereof.

(e) To acquire by purchase or otherwise any copyrights, inventions or patents
useful in carrying on the Corporation's business and to use, grant licenses with
respect thereto and other-wise develop the value thereof.



(f) To acquire, by purchase or otherwise, any real estate, improved or
unimproved, or any interest therein or any rights, fixtures, casements or
privileges appertaining or appurtenant thereto, and any and all personal
property necessary, suitable, proper or convenient for, in connection with, or
incidental to, the accomplishment of the purposes of the Corporation.

(g) To construct, reconstruct, alter, repair, maintain and operate buildings,
structures, houses, dwellings and improvements of land of every description.

(h) To hold, develop, improve, and operate, and to sell, convey, assign,
mortgage, lease (with or without the privilege of purchase), transfer, or
otherwise dispose of, any and all improved or unimproved real estate, and any
and all personal property which it may now hold or may hereafter acquire; to
maintain the same, together with the appurtenances thereto, in accordance with
all applicable laws, ordinances and regulations, in good repair and such
condition as will preserve the health and safety of its tenants.

(i) To borrow money, to issue bonds, debentures, notes and other evidences of
indebtedness in furtherance of any or all of the objects of its business; to
secure the same by mortgage, deed of trust, pledge or other lien upon any or all
of the property, rights, privileges, or franchises of the Corporation
wheresoever situated, acquired, or to be acquired; to sell, pledge, or otherwise
dispose of, any or all such bonds, notes, and other evidences of indebtedness in
such manner and upon such terms as the Board of Directors may deem proper and to
guarantee the payment of any dividends upon stock, or the principal of or
interest upon bonds or the or the contracts or other obligations of any
corporation, partnership or individual, in accordance with the laws of the State
of Florida.

(j) Te enter into, perform, and carry out lawful contracts of any nature or kind
necessary, suitable, proper or convenient for, or in connection with, or
incidental to, the accomplishment of any one or more of the purposes or objects
herein enumerated or described, or which shall appear at any time conclusive or
expedient for the protection or benefit of the Corporation, provided that the
same be not inconsistent with the laws of the State of Florida and of the United
States of America.

(k) To acquire by purchase, lease, exchange or otherwise, real and personal
property, without limit in the State of Florida or elsewhere in the United
States of America, and to hold, use, pledge, mortgage, sell or otherwise dispose
of and deal with any property, real or personal, owned by it.

(l) To carry out all or any part of the foregoing operations as principal,
agent, contractor or otherwise, either alone or in conjunction with any person,
partnership or corporation, and in carrying on its business and for the purpose
of attaining or furthering any of its object, to make and perform contracts and
do acts and to exercise powers suitable, convenient or proper for the
accomplishment of any of the purposes herein enumerated or incidental to the
powers herein specified or which at any time may appear conducive to or
expedient for the accomplishment thereof.


                                       2



The aforegoing enumeration of the purposes, objects and business of the
Corporation is made in furtherance and not in limitation of the powers conferred
upon the Corporation by law, and it is not intended by the mention or
enumeration of particular purposes, objects or business in any manner to limit
or restrict the generality of any other purpose, object or business mentioned or
to limit or restrict the powers of the Corporation, and the Corporation shall
have, enjoy and exercise all of the powers and rights now or hereafter conferred
by statute on corporations.

The Corporation is formed upon the articles, conditions and provisions herein
expressed, and subject in all particulars to the limitations relating to
corporations which are contained in the General Laws of this State.

FOURTH: The maximum number of shares of stock that the Corporation is authorized
to have outstanding at any time shall be one hundred (100) shares of capital
stock of the par value of $10.00 per share.

FIFTH: The amount of capital with which the Corporation will begin business is
One Thousand Dollars ($1,000.00).

SIXTH: The existence of the Corporation shall be perpetual.

SEVENTH: The post office address of the principal office will be 35 S.W. 27th
Avenue, Miami, Dade County, Florida, or at such other place or places as the
Board of Directors may determine. The Resident Agent of the Corporation is
CHARLES H. WAKEMAN, JR., a citizen of the State of Florida, actually residing
therein, whose post office address is 1209 Biscayne Building, Miami, Dade
County, Florida.

EIGHTH: The Corporation shall have not less than three and no more than five
Directors and the following, all of whom are citizens of the United States of
America and residents of the State of Florida shall act as such until the first
annual meeting or until their successors are duly elected and qualified: ROBERT
A. BARNES, whose post office address is c/o 1209 Biscayne Building, Miami, Dade
County, Florida, HERBERT A. DUNN, whose post office address is c/o 1209 Biscayne
Building Miami, Dade County, Florida, and GEORGIA E. DUNN, whose post office
address is c/o 1209 Biscayne Building, Miami, Dade County, Florida.

NINTH: The names and post office addresses of the Officers of the Corporation
who shall act as such until the first annual meeting or until their successors
are duly elected and qualified are: President, ROBERT A. BARNES, whose post
office address is c/o 1209 Biscayne Building, Miami, Dade County, Florida;
Vice-President, GEORGIA E. DUNN, whose post office address is c/o 1209 Biscayne
Building, Miami, Dade County, Florida; Secretary-Treasurer, HERBERT A. DUNN,
whose post office address is c/o 1209 Biscayne Building, Miami, Dade County,
Florida.

TENTH: The said Officers and their successors in Office are authorized to
execute sealed instruments in writing binding on the Corporation, provided that
the same be signed by the President or a Vice-President and attested by the
Secretary or Assistant Secretary.


                                       3



ELEVENTH: The Subscriber ROBERT A. BARNES agrees to take and pay for Forty-nine
(49) shares of the capital stock of the Corporation; the subscriber HERBERT A.
DUNN agrees to take and pay for Fifty (50) shares of the capital stock of the
Corporation; and the subscriber GEORGIA E. DUNN agrees to take and pay for one
(1) share of the Corporation. The proceeds of the stock subscribed for will be
at least as much as the amount necessary to begin business.

TWELFTH: The Board of Directors of the Corporation is hereby empowered to
authorize, from time to time, the issuance of shares of its capital stock, for
such consideration as the Board of Directors may deem advisable; provided,
however, that such consideration shall have a value, in the judgment of the
Board of Directors, of the Corporation, at least equivalent to the full par
value of the shares so to be issued. Shares may be issued though only partly
paid, subject to calls thereon until the whole consideration therefore shall
have been paid.

THIRTEENTH: No contract or other transaction between this Corporation and any
other corporation and no act of this Corporation shall in any way be affected or
invalidated by the fact that any of the Directors of this Corporation are
pecuniarily or otherwise interested in, or are Directors of officers of, such
other corporation; any Directors, individually, or any firm of which any
Director may be a member, may be a party to, or may be pecuniarily or otherwise
interested in, any contract or transaction of this Corporation, provided that
the fact that he or such firm is so interested shall be disclosed or shall have
been known to the Board of Directors or a majority thereof; and any Director of
this Corporation who is also a Director or officer of such other corporation or
who is so interested may be counted in determining the existence of a quorum at
any meeting of the Board of Directors of this Corporation, which shall authorize
any such contract or transaction, and may vote thereat to authorize any such
contract or transaction, with like force and effect as if he were not such
Director of officer of such other corporation or not so interested.

FOURTEENTH: The Board of Directors snail have the power, in their discretion, to
fix the amount of the surplus or net profits of the Corporation to be reserved
as working capital or for any other purpose, and to determine whether any of the
surplus or net profits arising from its business shall be declared in dividends
and paid to the stockholders or whether any portion of the surplus or net
profits shall be employed for the purpose of extending the business operations
of the Corporation, or to purchase its own stock, or to purchase stocks, bonds
and other obligations of other corporations which it is authorized by law to
purchase.

IN WITNESS WHEREOF, we have signed this Certificate of Incorporation on this 31_
day of March, 1955.


WITNESS AS TO ALL:                      /s/ Robert A. Barnes              (SEAL)
                                        ---------------------------------
                                        ROBERT A. BARNES


/s/ X                                   /s/ Herbert A. Dunn               (SEAL)
- -------------------------------------   ---------------------------------
                                        HERBERT A. DUNN


                                        /s/ Georgia B. Dunn               (SEAL)
                                        ---------------------------------
                                        GEORGIA B. DUNN


                                       4



STATE OF NEW YORK
COUNTY OF ONONDAGA ) SS:
CITY OF SYRACUSE

I HEREBY CERTIFY that before me, a Notary Public in and for the County of
Onondaga, State of New York, there personally appeared this 31st day of March,
1955, ROBERT A. BARNES, HERBERT A. DUNN AND GEORGIA B. DUNN, the three persons
who subscribed the aforesaid Certificate of Incorporation, and they acknowledged
the same to be their act and deed and the act and deed of them.

WITNESS my name and Notarial Seal on the date last aforesaid.


                                        /s/ X
                                        ----------------------------------------
                                        Notary Public

                                        My Commission expires:
                                                               -----------------



AMENDMENT TO ARTICLES OF INCORPORATION
OF
DADE-MIAMI EASTERN AMBULANCE SERVICE, INC.

RESOLVED That the Articles of Incorporation of this corporation be amended,
changing the name of this corporation from DADE-MIAMI EASTERN AMBULANCE SERVICE,
INC., to RANDLE EASTERN AMBULANCE SERVICE, INC.

I, GENEVIEVE L. RANDLE, Secretary of Dade-Miami Eastern Ambulance Service, Inc.,
a corporation, do hereby certify that the foregoing is a true copy of the
amendment to the Articles of Incorporation of said corporation, duly adopted by
the Board of Directors of said corporation in a meeting personally attended by
all of said Board of Directors, which said meeting was duly called in conformity
with the By-Laws of said corporation, and was held at 35 S.W. 27th Avenue,
Miami, Florida, on March 11, 1960.

I further certify that the foregoing amendment to the Articles of Incorporation
of said corporation was unanimously approved by the stockholders of this
corporation duly called in conformity with the By-Laws of said corporation.

IN WITNESS WHEREOF I have hereunto subscribed my name and affixed the seal of
said corporation this 12th day of March, 1960.


/s/ Genevieve L. Randle
- -------------------------------------
SECRETARY

I HEREBY CERTIFY that the foregoing is correct.


/s/ Robert W. Randle
- -------------------------------------
PRESIDENT



STATE OF FLORIDA )
                   SS
COUNTY OF DADE   )

I HEREBY CERTIFY that on this 14th day of March, 1960, before me personally
appeared ROBERT W. RANDLE and GENEVIEVE L. RANDLE, President and Secretary
respectively of DADE-MIAMI EASTERN AMBULANCE SERVICE, INC., a corporation
existing under the laws of the State of Florida, to me known to be the persons
who signed the foregoing Amendment to Articles of Incorporation as such officers
and severally acknowledged the execution thereof to be their free act and deed
as such officers for the uses and purposes therein specified and that they
affixed thereto the official seal of said corporation, and that the said
instrument is the act and deed of said corporation, and that the matters and
things contained therein are true.

WITNESS my signature and official seal at Miami, in the County of Dade and State
of Florida, the day and year last aforesaid.


/s/ Franklin Parson
- -------------------------------------
Notary Public, State of
Florida at Large

My commission expires:
                       --------------



ARTICLES OF MERGER
OF
R-E ACQUISITION, INC.
INTO
RANDLE EASTERN AMBULANCE SERVICE INC.

Under Section 607.1105 of the Business Corporation Act of Florida, Randle
Eastern Ambulance Service Inc. (the "Corporation") a Florida corporation and R-E
Acquisition, Inc. ("R-E Acquisition") a Florida corporation have adopted an
Agreement and Plan of Reorganization among the Corporation, R-E Acquisition,
American Medical Response, Inc. and William L. Randle (the "Merger Agreement")
and hereby adopt these Articles of Merger.

AGREEMENT

R-E Acquisition shall be merged with and into the Corporation pursuant to the
Business Corporation Act of the State of Florida. Thereupon, the corporate
identity and existence of the Corporation, with all its rights, privileges,
immunities, powers and purposes, shall continue unaffected and unimpaired by the
merger, and the corporate identity and existence, with all rights, privileges,
immunities, powers and purposes, of R-E Acquisition shall be merged into the
Corporation as the corporation surviving the merger and the Corporation shall be
fully vested therewith. The separate identity, existence and corporate
organization of R-E Acquisition shall cease upon the merger becoming effective
and thereupon R-E Acquisition and the Corporation shall be a single corporation
(the "Surviving Corporation"). The name of the Surviving Corporation shall be
Randle Eastern Ambulance Service Inc.

The issued shares of capital stock of the Corporation and R-E Acquisition shall,
by virtue of the merger and without any action on the part of any holder
thereof, become and be converted or canceled as follows:

(a) Each outstanding share of common stock of R-E Acquisition held of record by
American Medical Response, Inc. will automatically be converted into one fully
paid and non-assessable share of common stock of the Surviving Corporation.

(b) Each outstanding share of the Corporation common stock will be converted
into the right to receive 391,459 shares of the common stock, $.01 par value of
American Medical Response, Inc. divided by the number of shares of the
Corporation's common stock outstanding immediately prior to the merger.

Approval by Directors

The Board of Directors of both the Corporation and R-E Acquisition have approved
the merger pursuant to Section 607.1105(d) on 6/1_______, 1993.

Effective Date



That the merger of the undersigned corporations will become effective upon
filing of the Articles of Merger with the Department of State.

Adoption of Agreement

That the shareholder of the Corporation adopted the Merger Agreement on 6/1
_______, 1993. The shareholder of R-E Acquisition, Inc. adopted the Merger
Agreement on 6/1 _______ 1993.

Dated: 6/1 _________, 1993

RANDLE EASTERN AMBULANCE SERVICE INC.


By: /s/ Robert L. Garner
    -----------------------------------
    Robert L. Garner, President


Acknowledged by:


/s/ Kenneth C. Randle
- ---------------------------------------
    Kenneth C. Randle, Vice President


R-E ACQUISITION, INC.


By: /s/ Dominic J. Puopolo
    -----------------------------------
    Dominic J. Puopolo, President


Acknowledged by:


By: /s/ Ronald M. Levenson
    -----------------------------------
    Ronald M. Levenson, Assistant
    Secretary


                                       2



ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF

Randle Eastern Ambulance Service, Inc.
(present name)

Pursuant to the provisions of section 607.1006, Florida Statutes, this Florida
profit corporation adopts the following articles of amendment to its articles of
incorporation:

FIRST: Amendment(s) adopted: (indicate article number(s) being amended, added or
deleted)

Article Eight of the Articles of Incorporation is amended to read as follows:

"The Corporation shall have one (1) director."

John Grainger
3221 North Service Road
Burlington, Ontario, Canada, L7R 3Y6

SECOND: If an amendment provides for an exchange, reclassification or
cancellation of issued shares, provisions for implementing the amendment if not
contained in the amendment itself, are as follows:

THIRD: The date of each amendment's adoption: November 1, 2000.

FOURTH: Adoption of Amendment(s) (CHECK ONE)



[X]  The amendment(s) was/were approved by the shareholders. The number of votes
     cast for the amendment(s) was/were sufficient for approval.

[ ]  The amendment(s) was/were approved by the shareholders through voting
     groups. The following statement must be separately provided for each voting
     group entitled to vote separately on the amendment(s):

          "The number of votes cast for the amendment(s) was/were sufficient for
          approval by ________________________________________________________."
                                             voting group

[ ]  The amendment(s) was/were adopted by the board of directors without
     shareholder action and shareholder action was not required.

[ ]  The amendment(s) was/were adopted by the incorporators without shareholder
     action and shareholder action was not required.

Signed this 31st day of October, 2000.


Signature /s/ Lori A.E. Evans
          ------------------------------------------
(By the Chairman or Vice-Chairman of the Board of
Directors, President or other officer if adopted by
the shareholders)

OR


- ----------------------------------------------------
(By a director if adopted by the directors)

OR


- ----------------------------------------------------
(By an incorporator if adopted by the incorporators)

Lori A.E. Evans
Typed or printed name

Vice President and Assistant Secretary
Title

EX-3.139

                                                                   Exhibit 3.139

                                     BY-LAWS

                                       of

                   DADE MIAMI EASTERN AMBULANCE SERVICE, INC.

                                    Article 1

                             Stockholders' Meetings

     All meetings of Stockholders shall be held at the principal office of the
Corporation or at such other place or places in Dade County, Florida, as the
notice thereof may specify.

                                    Article 2

                                 Annual Meetings

     The annual meeting of the Stockholders of the Corporation shall be held at
4:30 o'clock P.M. on the last Friday in June in each year, if not a legal
holiday, and if a legal holiday, then at the same time on the first succeeding
Monday thereafter. In the event that such annual meeting is omitted by oversight
or otherwise, then the Directors shall cause a meeting in lieu thereof to be
held as soon thereafter as conveniently may be, and any business transacted or
elections held at such meeting shall be as valid as if transacted or held at the
annual meeting. Such subsequent meeting shall be called in the same manner as
provided for the annual Stockholders' meeting.

                                    Article 3

                                Special Meetings

     Escept as otherwise provided by law, special meetings of the Stockholders
of the Corporation may be held whenever called by the President or by the
Secretary or by the Treasurer or by a majority of the Board of Directors or
whenever one or more Stockholders who are entitled to vote and who hold at least
25% of the Capital Stock issued and outstanding shall make written application
therefor to the Secretary stating the time, place and purpose of the meeting
called for.

                                    Article 4

                        Notice of Stockholders' Meetings

     Notice of all Stockholders' meetings stating the time and the place and the
object for which such meetings are called shall be given by the President or by
the Treasurer or by the Secretary or by any one or more Stockholders entitled to
call special meeting by mail not less than ten or more than forty days prior to
the date of the meeting, to each Stockholder of record at his address as it
appears on the stock books of the corporation, unless he shall have filed with
the



Secretary of the Corporation a written request that notice intended for him be
mailed to some other address, in which case it shall be mailed to the address
designated in such request. The person giving such notice shall make an
affidavit in relation thereto.

     Any meeting of which a majority in interest of the Stockholders entitled to
vote shall at any time waive or have waived notice in writing shall be a legal
meeting for the transaction of business notwithstanding that notice has not been
given as hereinbefore provided.

                                    Article 5

                                Waiver of Notice

     Whenever any notice whatever is required to be given by these By-Laws or by
the Articles of Incorporation of this Corporation or by any of the corporation
laws of the State of Florida, a waiver thereof, in writing, signed by the person
or persons entitled to such notices, whether at, before or after the time stated
therein, shall be deemed equivalent thereto.

                                    Article 6

                             Quorum of Stockholders

     Except as hereinafter provided and except as otherwise provided by law, at
any meeting of the Stockholders, a majority in interest of the Stockholders
entitled to vote represented by Stockholders of record in person or by proxy
shall constitute a quorum; but a less interest may adjourn any meeting and the
meeting may be held adjourned without further notice.

                                    Article 7

                                Proxy and Voting

     Stockholders of record entitled to vote may vote at any meeting either in
person or by proxy in writing which shall be filed with the Secretary of the
meeting before being voted. Such proxy shall entitle the holders thereof to vote
at any adjournment of such meeting but shall not, be valid after the final
adjournment thereof. No proxy shall be valid after the expiration of eleven
months from the date of its execution unless the stockholder executing it shall
have specified therein the length of time it is to continue in force, which
shall be for some limited period. Each Stockholder entitled to vote shall be
entitled to one vote for each share of stock held by him. At all elections of
Directors, each Stockholder shall be entitled to as many votes as shall equal
the number of his shares of stock multiplied by the number of Directors to be
elected and he may cast all of such votes for a single Director or he may
distribute them among the number to be voted for or any two or more of them as
he may see fit.

                                    Article 8

                               Board of Directors


                                       -2-



     A Board of Directors shall be chosen by ballot at the annual meeting of the
Stockholders or at any meeting held in place thereof as provided by law. The
number of Directors of this Corporation shall be not less than three and no more
than seven. Each Director shall serve until the next annual meeting of the
Stockholders and until his successor is duly elected and qualified. Directors
need not be Stockholders in the Corporation.

                                    Article 9

                               Powers of Directors

     The Board of Directors shall have the entire management of the business of
the Corporation. In the management and control of the property, business and
affairs of the Corporation the Board of Directors is hereby vested with all the
powers possessed by the Corporation itself, so far as this delegation of
authority is not inconsistent with the laws of the State of Florida, with the
Certificate of Incorporation, or with these By-Laws.

                                   Article 10

                       Meetings of the Board of Directors

     Regular meetings of the Board of Directors shall be held at such places in
Dade County, Florida, and at such times as the Board by vote may determine and
if so determined no notice thereof need be given. Special meetings of the Board
of Directors may be held at any time or place in Dade County, Florida, whenever
called by the President, the Secretary, or the Treasurer, or by any two
Directors, notice thereof being given to each Director by the Secretary at any
time, provided all the Directors are present or those not present shall have
waived notice thereof. Notice of special meetings, stating the time and place
thereof, shall be given by mailing the same to each Director at his residence or
business address at least two days before the meeting or by delivering the same
to him personally, or by telegraphing the same to him at his residence or
business address not later than the day before the date on which the meeting is
to be held.

                                   Article 11

                              Election of Officers

     The Officers of the Corporation shall be elected by the Board of Directors
after the Board has been elected by the Stockholders and a meeting may be held
without notice for this purpose immediately after the annual meeting of the
Stockholders and at the same place.

                                   Article 12

                               Quorum of Directors

     A majority of the members of the Board of Directors as constituted for the
time being shall constitute a quorum for the transaction of business, but a
lesser number (not less than two) may adjourn any meeting and the meeting may be
held as adjourned without further notice.


                                       -3-



When a quorum is present at any meeting, a majority of the members present
thereat shall decide any question brought before such meeting, except as
otherwise provided by law or by these By-Laws.

                                   Article 13

                                    Officers

     The Officers of this Corporation shall be a President, a Vice-President and
a Secretary-Treasurer; and such additional officers as the Board of Directors
may in its discretion deem advisable. The Board of Directors ray elect a
chairman of the Board of Directors who, when present, shall preside at all
meetings of the Board of Directors and who shall have such other powers as the
Board shall prescribe.

                                   Article 14

                             Eligibility of Officers

     The President and the Chairman of the Board of Directors need not be
Stockholders but must be Directors of the Corporation. Any person may hold more
than one office provided the duties thereof can be consistently performed by the
same person and provided further that no one person shall at the same time hold
three offices of President, Secretary and Treasurer.

                                   Article 15

                         Additional Officers and Agents

     The Board of Directors, at its discretion, may appoint a general manager,
one or more assistant treasurers, and one or more assistant secretaries, and
such other officers or agents as it may deem advisable, and prescribe the duties
thereof.

                                   Article 16

                                    President

     The President shall be the chief executive officer of the Corporation, and
when present, shall preside at all meetings of the Stockholders and, unless a
chairman of the Board of Directors has been elected and is present, shall
preside at meetings of the Board of Directors. The President or a
Vice-President, unless some other person is specifically authorized by vote of
the Board of Directors, shall sign all certificates of stock, bonds, deeds,
mortgages, extension agreements, modification of mortgage agreements, leases,
and contracts of the corporation. He shall perform all the duties commonly
incident to his office and shall perform such other duties as the Board of
Directors shall designate.


                                       -4-



                                   Article 17

                                 Vice-President

     Except as especially limited by vote of the Board of Directors, any
Vice-President shall perform the duties and have the powers of the President
during the absence or disability of the President and shall have the power to
sign all certificates of stock, bonds, deeds, and contracts of the Corporation.
He shall perform such other duties and have such other powers as the Board of
Directors shall designate.

                                   Article 18

                                    Secretary

     The Secretary shall keep accurate minutes of all meetings of the
Stockholders and the Board of Directors, and shall perform all the duties
commonly incident to his office, and shall perform such other duties and have
such other powers as the Board of Directors shall designate. The Secretary shall
have power, together with the President or a Vice-President, to sign
certificates of stock of the Corporation. In his absence at any meeting an
assistant Secretary or a secretary pro tempore shall perform his duties thereat.
The Secretary, any assistant secretary, and any secretary pro tempore shall be
sworn to the faithful discharge of their duties.

                                   Article 19

                                    Treasurer

     The Treasurer, subject to the order of the Board of Directors, shall have
the care and custody of the money, funds, valuable papers, and documents of the
Corporation (other than his own bond, if any, which shall be in the custody of
the President), and shall have and exercise, under the supervision of the Board
of Directors, all the powers and duties commonly incident to his office, and
shall give bond in such form and with such sureties as shall be required by the
Board of Directors. He shall deposit all funds of the Corporation in such bank
or banks, trust company or trust companies, or with such firm or firms, doing a
banking business, as the Directors shall designate. He may endorse for deposit
or collection all checks and notes payable to the Corporation or to its order,
may accept drafts on behalf of the Corporation, and together with the President
or a vice-president may sign certificates of stock. He shall keep accurate books
of account of the Corporation's transactions which shall be the property of the
Corporation, and, together with all its property in his possession, shall be
subject at all times to the inspection and control of the Board of Directors.

     All checks, drafts, notes, or other obligations for the payment of money
shall be signed by such Officer or Officers or agent or agents as the Board of
Directors shall be general or special resolution direct. The Board of Directors
may also in its discretion, require, by general or special resolutions, that
checks, drafts, notes, and other obligations for the payment of money shall be
countersigned or registered as a condition to their validity by such officer or
officers or agent or agents as shall be directed in such resolution.


                                       -5-



                                   Article 20

                            Resignations and Removals

     Any Director or Officer of the Corporation may resign at any time by giving
written notice to the Corporation, to the Board of Directors, or to the Chairman
of the Board, or to the President, or to the Secretary of the Corporation. Any
such resignation shall take effect at the time specified therein, or, if the
time be not specified therein, upon its acceptance by the Board of Directors.

     The Stockholders entitled to vote, at any meeting called for the purpose,
by vote of a majority of the stock issued and outstanding, may remove from
office any Director or other Officer elected or appointed by the Stockholders
entitled to vote or Board of Directors and elect or appoint his successor. The
Board of Directors, by vote of not less than a majority of the entire Board, may
remove from office any Officer or agent elected or appointed by it.

                                   Article 21

                                    Vacancies

     If the office of any Director or Officer or agent be comes vacant by reason
of death, resignation, removal, disqualification, or otherwise, the Directors
may by vote of a majority of a quorum choose a successor or successors who shall
hold office for the unexpired term. If there be less than a quorum of the
Directors but at least two Directors at the time is office, the Directors may,
by a majority vote, choose a successor or successors who shall hold office for
the unexpired term. Vacancies in the Board of Directors may be filled for the
unexpired term by the Stockholders entitled to vote at a meeting called for that
purpose, unless such vacancy shall nave been filled by the Directors. Vacancies
resulting from an increase in the number of Directors may be filled in the same
manner.

                                   Article 22

                              Certificates of Stock

     Every Stockholder shall be entitled to a certificate or certificates of the
Capital Stock of the Corporation in such form as may be prescribed by the Board
of Directors, duly numbered and sealed with the Corporate Seal of the
Corporation and setting forth the number and kind of shares. Such certificates
shall be signed by the President or a Vice-President and by the Treasurer or an
assistant treasurer or the Secretary or an assistant secretary.

                                   Article 23

                                Transfer of Stock


                                       -6-



     Shares of stock may be transferred by delivery of the certificate
accompanied either by an assignment in writing on the back of the certificate or
by a written power of attorney to seal, assign, and transfer the same on the
books of the Corporation, signed by the person appearing by the certificate to
be the owner of the shares represented thereby, together, with all necessary
federal and state transfer stamps affixed, and shall be transferable on the
books of the Corporation upon surrender thereof so assigned or endorsed. The
person registered on the books of the Corporation as the owner of any shares of
stock shall be entitled to all the rights of ownership with respect to such
shares. It shall be the duty of every stockholder to notify the Corporation of
his post office address.

                                   Article 24

                                 Transfer Books

     The transfer books of the stock of the Corporation may be closed for such
period, not exceeding forty days, in anticipation of Stockholders' meetings as
the Board of Directors may determine. In lieu of closing the transfer books, the
Board of Directors may fix a day not more than forty days prior to the day of
holding any meeting of Stockholders as the day as of which Stockholders entitled
to notice of and to vote at such meeting shall be determined; and only
Stockholders of record on such day shall be entitled to notice of or to vote at
such meeting.

                                   Article 25

                              Loss of Certificates

     In case of the loss, mutilation, or destruction of a certificate of stock,
a duplicate certificate may be issued upon such terms as the Board of Directors
shall prescribe.

                                   Article 26

                                      Seal

     The Seal of this Corporation shall consist of a flat faced circular die
with the following words and figures cut or engraved thereon:

                   DADE MIAMI EASTERN AMBULANCE SERVICE, INC.

                                   Article 27

                                   Amendments

     The By-Laws of the Corporation regardless of whether made by the
Stockholders entitled to vote or by the Board of Directors, may be amended,
added to, or repealed by vote of the holders of not less than 75% of the issued
and outstanding Capital Stock of this Corporation, at


                                       -7-



any meeting of the Stockholders entitled to vote, provided notice of the
proposed change is given in the notice of meeting, or notice thereof is waived
in writing.


                                       -8-

EX-3.140

                                                                   Exhibit 3.140

                       CERTIFICATE OF LIMITED PARTNERSHIP

                                       OF

                        REGIONAL EMERGENCY SERVICES, L.P.

      This Certificate of Limited Partnership of Regional Emergency Services,
L.P. is being duly executed and filed by Florida Emergency Partners, Inc., as
general partner, to form a limited partnership under the Delaware Revised
Uniform Limited Partnership Act.

      1. The name of the limited partnership formed hereby is Regional Emergency
Services, L.P.

      2. The address of the registered office of the limited partnership in the
state of Delaware is Corporation Trust Center, 1209 Orange Street, in the City
of Wilmington, County of New Castle, State of Delaware.

      3. The name and address of the registered agent for service of process on
the limited partnership in the state of Delaware is The Corporation Trust
Company, 1209 Orange Street, in the City of Wilmington, County of New Castle,
State of Delaware.

      4. The name and the business address of the sole general partner of the
limited partnership are:

            Name                               Business Address

            Florida Emergency Partners, Inc.   141 Waterman Avenue
                                               Mount Dora, Florida  32757

      IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Limited Partnership as of the 18th day of June, 1996.

                                     REGIONAL EMERGENCY SERVICES, L.P.

                                     By: Florida Emergency Partners, Inc.,
                                         General Partner

                                         By: /s/ Seth D. Ellis
                                             --------------------------------
                                             Seth D. Ellis, Secretary

EX-3.141

                                                                   Exhibit 3.141

                        REGIONAL EMERGENCY SERVICES, L.P.

              AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

                            Dated as of July 24, 1996



                                TABLE OF CONTENTS

                                                                         
ARTICLE 1 DEFINITIONS......................................................    1
   1.1.    "Accountant(s)".................................................    1
   1.2.    "Act"...........................................................    1
   1.3.    "Additional Capital Contributions"..............................    1
   1.4.    "Adjusted Capital Account Balance"..............................    1
   1.5.    "Advisory Agreement.............................................    2
   1.6.    "Affiliated Person".............................................    2
   1.7.    "Agreement".....................................................    2
   1.8.    "American"......................................................    2
   1.9.    "Book Gain" or "Book Loss"......................................    2
   1.10.   "Book Value"....................................................    2
   1.11.   "Budget"........................................................    3
   1.12.   "Business Day"..................................................    3
   1.14.   "Call Option"...................................................    3
   1.15.   "Capital Account"...............................................    3
   1.16.   "Capital Contributions".........................................    3
   1.17.   "Certificate"...................................................    3
   1.18.   A "Change in Control"...........................................    3
   1.19.   "Code"..........................................................    3
   1.20.   "Committee".....................................................    3
   1.21.   "Competitive Services"..........................................    3
   1.22.   "Contribution Agreement"........................................    4
   1.23.   "Depreciation"..................................................    4
   1.24.   "Distributable Cash"............................................    4
   1.25.   "Dolphin".......................................................    5
   1.26.   "Entity"........................................................    5
   1.27.   "Excess Nonrecourse Liability"..................................    5
   1.28.   "FEP"...........................................................    5
   1.29.   "Former Partner"................................................    5
   1.30.   "FRES"..........................................................    5
   1.31.   "FRES Affiliates"...............................................    5
   1.32.   "FRES Affiliates Interest"......................................    5
   1.33.   "General Partner"...............................................    5
   1.34.   "HSR Act".......................................................    5
   1.35.   "Limited Partners...............................................    5
   1.36.   "Management Agreement"..........................................    5
   1.37.   "Manager".......................................................    5
   1.38.   "Material Adverse Change".......................................    6
   1.39.   "Measured Earnings".............................................    6
   1.40.   "Measurement Period"............................................    6
   1.41.   "Nonrecourse Debt"..............................................    6
   1.42.   "Nonrecourse Deductions"........................................    6
   1.43.   "Notice"........................................................    7
   1.44.   "Offered Interest"..............................................    7
   1.45.   "Offered Terms".................................................    7




                                       -i-



                                                                        
   1.46.   "Offer Notice"..................................................    7
   1.47.   "Option Closing Date"...........................................    7
   1.48.   "Option Price"..................................................    7
   1.49.   "Original Agreement"............................................    7
   1.50.   "Partners"......................................................    8
   1.51.   "Partner Nonrecourse Debt"......................................    8
   1.52.   "Partner Nonrecourse Debt Minimum Gain".........................    8
   1.53.   "Partner Nonrecourse Deductions"................................    8
   1.54.   "Partnership"...................................................    8
   1.55.   "Partnership Minimum Gain"......................................    8
   1.56.   "Percentage Interest"...........................................    8
   1.57.   "Person"........................................................    8
   1.58.   "Principals"....................................................    8
   1.59.   "Profit" and "Loss".............................................    8
   1.60.   "Pro Forma Measured Earnings"...................................    9
   1.61.   "Pro Forma Measurement Period"..................................    9
   1.62.   "Prohibited Services"...........................................    9
   1.63.   "Proposed Purchaser"............................................   10
   1.65.   "Put Option"....................................................   10
   1.66.   "Regulatory Allocations"........................................   10
   1.67.   "Regulations"...................................................   10
   1.68.   "Representation Agreement"......................................   10
   1.69.   "Restricted Area"...............................................   10
   1.70.   "Restricted Period".............................................   10
   1.71.   "Securities Act"................................................   10
   1.72.   "Selling Partner"...............................................   10
   1.73.   "Targeted Net Earnings".........................................   10
   1.74.   "Transfer Agreement"............................................   10
   1.75.   "Undistributed Net Income"......................................   10

ARTICLE 2 ORGANIZATIONAL MATTERS...........................................   11
   2.1.    Representations and Warranties..................................   11
   2.2.    Partnership Name................................................   11
   2.3.    Principal Business Office, Registered Office and
           Registered Agent................................................   11
   2.4.    Term of Partnership.............................................   11
   2.5.    The Certificate.................................................   11
   2.6.    Purposes........................................................   12
   2.7.    Powers..........................................................   12

ARTICLE 3 CAPITALIZATION...................................................   12
   3.1.    Initial Capital Contributions...................................   12
   3.2.    Additional Capital Contributions................................   12
   3.3.    Capital Accounts................................................   12
   3.4.    Transfer of Capital Accounts....................................   13
   3.5.    Deficit Capital Accounts........................................   13
   3.6.    Prohibition on Loans by Partnership.............................   13





                                                                        
ARTICLE 4 ALLOCATIONS/DISTRIBUTIONS........................................   14
   4.1.    Allocation of Profit and Loss...................................   14
   4.2.    Treatment of Certain Distributions..............................   14
   4.3.    Section 754 Election............................................   14
   4.4.    Allocations for Tax and Book Purposes...........................   14
   4.5.    Certain Accounting Matters......................................   14
   4.6.    Tax Allocations: Code Section 704(c)............................   14
   4.7.    Special Allocations.............................................   15
   4.8.    Curative Allocations............................................   16
   4.9.    Distributions...................................................   16

ARTICLE 5 APPROVAL RIGHTS; COMMITTEE; RIGHTS OF LIMITED PARTNERS, ETC......   17
   5.1.    Approval Rights.................................................   17
   5.2.    Committee.......................................................   21
   5.3.    Consents and Approval by FRES Affiliates........................   21
   5.5.    Limited Liability...............................................   22
   5.6.    No Control......................................................   22

ARTICLE 6 BOOKS; REPORTS; TAX ELECTIONS; ACCOUNTS..........................   22
   6.1.    Books and Records...............................................   22
   6.2.    Required Reports................................................   22
   6.3.    Filing of Returns and Other Writings; Tax Matters Partner.......   24
   6.4.    Fiscal Year.....................................................   25
   6.5.    Bank Accounts; Investments......................................   25

ARTICLE 7 RIGHTS AND OBLIGATIONS OF GENERAL PARTNER........................   26
   7.1.    Responsibilities and Authority of the General Partner...........   26
   7.2.    Budget..........................................................   27
   7.3.    Management Agreement............................................   27
   7.4.    Reimbursement...................................................   28
   7.5.    Removal of the General Partner..................................   28

ARTICLE 8 CERTAIN COVENANTS OF THE PARTNERS................................   30
   8.1.    FRES Affiliates.................................................   30
   8.3.    No Dissolution..................................................   35
   8.4.    No Resignation..................................................   35
   8.5.    Withdrawal......................................................   35

ARTICLE 9 LIABILITY AND INDEMNIFICATION....................................   35
   9.1.    Liability of the General Partner................................   35
   9.2.    Indemnification.................................................   35

ARTICLE 10 TRANSFERS OF PARTNERSHIP INTERESTS..............................   36
   10.1.   General Limitations.............................................   36
   10.2.   Right of First Refusal..........................................   36
   10.3.   Obligations and Rights of Transferees and Assignees.............   37





                                                                        
   10.4.   Non-Recognition of Certain Transfers............................   37
   10.5.   Required Amendments; Continuation...............................   37

ARTICLE 11 CALL/PUT OPTIONS................................................   37
   11.1.   Call Option.....................................................   37
   11.2.   Put Option......................................................   38
   11.3.   Determination of Measured Earnings..............................   39
   11.4.   Closing.........................................................   40
   11.5.   Transferees.....................................................   42

ARTICLE 12 TERMINATION.....................................................   42
   12.1.   Events of Dissolution/Reconstitution............................   42
   12.2.   Application of Assets...........................................   43

ARTICLE 13 MISCELLANEOUS...................................................   43
   13.1.   Notices.........................................................   43
   13.2.   Word Meanings...................................................   44
   13.3.   Execution of Papers.............................................   44
   13.5.   Binding Provisions..............................................   45
   13.6.   Applicable Law..................................................   45
   13.7.   Separability of Provisions......................................   45
   13.8.   Section Titles..................................................   45
   13.9.   Further Assurances..............................................   45
   13.10.  Entire Agreement................................................   45
   13.11.  Waiver..........................................................   45
   13.12.  Amendment.......................................................   46
   13.13.  Agreement in Counterparts.......................................   46
   13.15.  Venue...........................................................   46





                             EXHIBITS AND SCHEDULES

Exhibits



Designation   Section Reference               Description
- -----------   -----------------               -----------
                            
A                     1.4         Advisory Agreement
B                     7.2         Budget
C                     7.3         Management Agreement
D                    11.1         Representation Agreement
E                    11.4         Transfer Agreement
F                    11.4         Form of Opinion of Counsel


Schedules



Designation   Section Reference               Description
- -----------   -----------------               -----------
                            
3.1              3.1, 3.3(a)      Initial Capital Contributions/Book
                                  Value and Initial Capital Accounts
5.1                 5.1(a)        Key Persons
8.2                 8.2(b)        Certain Employees



                                       -v-



                        REGIONAL EMERGENCY SERVICES, L.P.

              AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

     THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of Regional
Emergency Services, L.P. is dated as of July 24, 1996 by and between Florida
Emergency Partners, Inc., a Texas corporation ("FEP"), American Medical Response
Management, Inc., a Delaware corporation ("AMRM"), Dolphin Leasing, Ltd., a
Texas limited partnership ("Dolphin"), and each other person who is admitted as
a partner herein.

                                    RECITALS

     1. FEP, Dolphin and Florida Regional Emergency Services, Inc., a Florida
corporation ("FRES") formed a limited partnership (the "Partnership") pursuant
to the provisions of Chapter 17 of Title 6 of the Delaware Code Annotated (the
"Act") and entered into the Agreement of Limited Partnership dated as of June
18, 1996 (the "Original Agreement").

     2. FRES transferred all of its interest in the Partnership to AMRM and AMRM
was admitted as a limited partner to the Partnership and FRES withdrew as a
limited partner of the Partnership.

     3. The Partners desire to continue the Partnership and to amend and restate
the Original Agreement to read in its entirety as set forth herein.

     4. In consideration for entering into this Agreement and the Contribution
Agreement (as hereinafter defined) and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, AMRM
desires to grant the Put Option (as hereinafter defined) to Dolphin and FEP, and
Dolphin and FEP desire to grant to AMRM the Call Option (as hereinafter
defined).

     The parties agree that effective as of the date hereof this Agreement
amends and restates in its entirety the Original Agreement.

                                    ARTICLE 1

                                   DEFINITIONS

     Certain capitalized terms used in this Agreement shall have the meanings
set forth below or in the Section of this Agreement referred to below:

     1.1 "Accountant(s)" shall mean such firm of independent certified public
accountants as may be engaged from time to time by the General Partner subject
to the prior approval of each Limited Partner.

     1.2 "Act" shall have the meaning set forth in the recitals to this
Agreement.

     1.3 "Additional Capital Contributions" shall have the meaning set forth in
Section 3.2.



     1.4 "Adjusted Capital Account Balance" shall mean, with respect to any
Partner, the balance in such Partner's Capital Account after giving effect to
the following adjustments:

          (a) credit to such Capital Account such Partner's share of Partnership
     Minimum Gain or Partner Nonrecourse Debt Minimum Gain or any amount which
     such Partner would be required to restore under this Agreement or
     otherwise; and

          (b) debit to such Capital Account the items described in Regulations
     Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

     The foregoing definition of Adjusted Capital Account Balance is intended to
comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall
be interpreted consistently therewith.

     1.5 "Advisory Agreement" shall mean the Advisory Agreement dated as of July
24, 1996, as from time to time in effect, between American Medical Response of
Colorado, Inc. and the Partnership, attached hereto as Exhibit A.

     1.6 "Affiliated Person" shall mean, with respect to any Person, any other
Person controlling or controlled by or under common control with such Person.
For purposes of this definition, the term "control" when used with respect to
any Person shall mean the power to direct the management and policies of such
Person, directly or indirectly, whether as an officer or director, through the
ownership of voting securities, by contract or otherwise, and the terms
"controlling" and "controlled" shall have meanings correlative to the foregoing.

     1.7 "Agreement" shall mean this Amended and Restated Agreement of Limited
Partnership, as it may be amended, restated or supplemented from time to time.

     1.8 "American" shall mean American Medical Response, Inc., a Delaware
corporation.

     1.9 "Book Gain" or "Book Loss" shall mean the gain or loss recognized by
the Partnership for book purposes in any fiscal year or other period by reason
of the sale, exchange or other disposition of any Partnership asset. Such Book
Gain or Book Loss shall be computed by reference to the Book Value of such asset
as of the date of such sale, exchange or other disposition, rather than by
reference to the tax basis of such asset as of such date, and each and every
reference herein to "gain" or "loss" shall be deemed to refer to Book Gain or
Book Loss, rather than to tax gain or tax loss.

     1.10 "Book Value" of an asset shall mean, as of any particular date, the
value at which the asset is properly reflected on the books and records of the
Partnership as of such date. The initial Book Value of each asset shall be its
cost, unless such asset was contributed to the Partnership by a Partner, in
which case the initial Book Value shall be the fair market value of such Asset
as stated or referred to in Section 3.1 (or, if no such value is stated or
referred to in Section 3.1, as otherwise reasonably determined by the General
Partner), and such Book Value shall thereafter be adjusted for Depreciation with
respect to such asset rather than for the cost recovery deductions to which the
Partnership is entitled for income tax purposes with respect thereto. The Book
Values of all Partnership assets shall be adjusted to equal their respective
fair market values, as reasonably determined by the General Partner, as of the
following times: (i)


                                       -2-



the acquisition of an additional interest in the Partnership by any new or
existing Partner in exchange for more than a de minimis additional Capital
Contribution; (ii) the distribution by the Partnership to a Partner of more than
a de minimis amount of Partnership assets, including money, if, as a result of
such distribution, such Partner's interest in the Partnership is reduced; and
(iii) the termination of the Partnership for federal income tax purposes
pursuant to Section 708(b)(1)(B) of the Code.

     1.11 "Budget" shall have the meaning set forth in Section 7.2.

     1.12 "Business Day" shall mean any day except a Saturday, Sunday or other
day which is a legal holiday or a day on which banking institutions are
authorized by law or executive action to close in New York, New York.

     1.13 "Call Notice" shall have the meaning set forth in Section 11.1.

     1.14 "Call Option" shall have the meaning set forth in Section 11.1.

     1.15 "Capital Account" shall have the meaning set forth in Section 3.3.

     1.16 "Capital Contributions" shall mean the total amount of cash and other
property contributed to the Partnership by the Partners or its predecessor in
interest as described in Section 3.1 or contributed to the Partnership pursuant
to Section 3.2.

     1.17 "Certificate" shall mean the Certificate of Limited Partnership of the
Partnership as provided for under the Act, as originally filed with the office
of the Secretary of State of the State of Delaware, as in effect from time to
time.

     1.18 A "Change in Control" shall be deemed to have occurred if all of the
following conditions are satisfied: (i) any Persons acting alone or together
that would constitute a "group" for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as then in effect, shall acquire beneficial ownership (as
defined in Rule 13d-3 under such act) of more than 50% of the total voting power
of all classes of capital stock of American entitled to vote generally in the
election of the Board of Directors of American or if another entity merges with
and into American and immediately after such merger, the stockholders of
American immediately prior to such merger hold less than 50% of the outstanding
capital stock of the surviving corporation immediately after such merger, (ii)
individuals who, immediately prior to such acquisition or merger, constituted
the Board of Directors of American (the "Incumbent Board"), or individuals whose
election or nomination to such Board of Directors was approved by a majority of
the Incumbent Board (other than in the case of a merger, individuals whose
election or nomination to such Board of Directors was approved in connection
with such merger), cease to constitute at least a majority of the Board of
Directors of American immediately following such acquisition or merger and (iii)
if such change in the composition of the Board of Directors of American is
reasonably likely to result in a material decrease in the amount of Measured
Earnings.

     1.19 "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and any subsequent federal law of similar import, and, to the
extent applicable, any Regulations promulgated thereunder.


                                       -3-



     1.20 "Committee" shall have the meaning set forth in Section 5.2.

     1.21 "Competitive Services" means management services provided to a
hospital to manage its ambulance business pursuant to an agreement whereby the
manager manages the day-to-day operations of the ambulance business of the
hospital, including providing communication and dispatching services,
supervising repair and maintenance of vehicles, providing customer service,
accounting, billing and collection services, procuring facilities and equipment
and administering personnel policies of the hospital with respect to employees
of such hospital, and such hospital is the employer of the non-supervisory
personnel of such ambulance business.

     1.22 "Contribution Agreement" shall mean, the Contribution and Sale
Agreement dated as of July 24, 1996 among the Partnership, FRES, FEP, the
Principals, Dolphin, AMRM and American.

     1.23 "Depreciation" shall mean for each fiscal year or other period, an
amount equal to the depreciation, amortization or other cost recovery deduction
allowable with respect to an asset for such year or other period, except if the
Book Value of an asset differs from its adjusted basis for federal income tax
purposes at the beginning of any such year or other period, Depreciation shall
be an amount that bears the same relationship to the Book Value of such asset as
the depreciation, amortization, or other cost recovery deduction computed for
tax purposes with respect to such asset for the applicable period bears to the
adjusted tax basis of such asset at the beginning of such period, or if such
asset has a zero adjusted tax basis, Depreciation shall be an amount determined
under any reasonable method selected by the General Partner.

     1.24 "Distributable Cash" shall mean, with respect to any fiscal quarter or
other period, the total of (a) all cash revenues and funds received by the
Partnership (other than funds received as Capital Contributions and other funds
received from third party lenders unless the lender of such funds and the
Partners intend that such funds be distributed to the Partners), plus (b)
without duplication, any funds budgeted for Partnership expenses in prior
periods to the extent such funds exceed the actual cost of such expenses minus
(c) the sum of the following

               (i) all sums paid to lenders to the Partnership during such
     fiscal quarter or other period,

               (ii) all cash disbursements for operating expenses and capital
     expenditures and all other disbursements made by the Partnership during
     such fiscal quarter or other period;

               (iii) to the extent not included in clause (ii), the management
     fee and all expenses payable by the Partnership with respect to such fiscal
     quarter or other period pursuant to the Management Agreement, as from time
     to time in effect, or pursuant to the approval of each Partner;

               (iv) to the extent not included in clause (ii), the advisory fee
     and all expenses payable by the Partnership with respect to such fiscal
     quarter or other period pursuant to the Advisory Agreement, as from time to
     time in effect, or pursuant to the approval of each Partner;


                                       -4-



               (v) to the extent not included in clause (ii), all expenses
     payable by the Partnership to the General Partner with respect to such
     fiscal quarter or other period pursuant to Section 7.4, or pursuant to the
     approval of each Partner;

               (vi) payments made in respect of settlement of litigation or
     payment of judgments; and

               (vii) amounts set aside for reserves contained in the budget to
     provide for expenses for working capital and for contingent or unforeseen
     liabilities as required by Section 7.2.

     Distributable Cash shall be determined separately for each fiscal quarter
or other period, and shall not be cumulative.

     1.25 "Dolphin" shall have the meaning set forth in the first paragraph of
this Agreement

     1.26 "Entity" shall mean any general partnership, limited partnership,
corporation, joint venture, limited liability company, trust, business trust,
cooperative, association, county, political subdivision or other governmental
authority.

     1.27 "Excess Nonrecourse Liability" shall mean an "excess nonrecourse
liability" within the meaning of Section 1.752-3(a)(3) of the Regulations.

     1.28 "FEP" shall have the meaning set forth in the first paragraph of this
Agreement.

     1.29 "Former Partner" shall mean any Person who withdraws or is removed as
a partner of the Partnership.

     1.30 "FRES" shall have the meaning set forth in the recitals to this
Agreement.

     1.31 "FRES Affiliates" shall mean FEP, FRES, Dolphin, each of the
Principals and each Affiliated Person of any such Person but in no event shall
include American, AMRM, the Partnership or any individual other than the
Principals.

     1.32 "FRES Affiliates Interest" shall have the meaning set forth in Section
11.1.

     1.33 "General Partner" shall mean FEP and any Person who becomes a General
Partner of the Partnership as provided herein, in each case in such Person's
capacity as the general partner of the Partnership.

     1.34 "HSR Act" shall mean the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended.

     1.35 "Limited Partners" shall mean AMRM and Dolphin, together with any
other Person who becomes a Limited Partner of the Partnership as provided herein
and is listed as a Limited Partner in the books and records of the Partnership,
in each case in such Person's capacity as a Limited Partner of the Partnership.


                                       -5-



     1.36 "Management Agreement" shall have the meaning set forth in Section
7.3.

     1.37 "Manager" shall have the meaning set forth in Section 7.3.

     1.38 "Material Adverse Change" shall mean:

          (a) if the Put Option is exercised and an event described in Section
     11.2(c) has occurred (whether before or after October 1, 2001 within the
     90-day period prior to the exercise of the Put Option if the Put Option is
     exercised pursuant to clauses (i) or (ii) of Section 11.2(c) or within the
     30-day period prior to the exercise of the Put Option if the Put Option is
     exercised pursuant to clause (iii) of Section 11.2(c)), any change, effect,
     or circumstance that, when taken together with all other changes, effects
     or circumstances would have, or would have reasonably been likely to have,
     resulted in a 30% decrease in total revenues of the Partnership, or a 20%
     decrease in net income of the Partnership, during the Measurement Period
     calculated if all such changes, effects or circumstances had occurred
     during the Measurement Period; and

          (b) otherwise, any change, effect, or circumstance that, when taken
     together with all other changes, effects or circumstances would have, or
     would have reasonably been likely to have, resulted in a 10% decrease in
     total revenues of the Partnership, or a 15% decrease in net income of the
     Partnership, during the Measurement Period calculated if all such changes,
     effects or circumstances had occurred during the Measurement Period.

     1.39 "Measured Earnings" means, for any Measurement Period, (a) the net
income of the Partnership for such Measurement Period, determined in accordance
with generally accepted accounting principles applied on a consistent basis with
prior periods before deduction for federal, state and local income taxes and
franchise taxes based on the income of the Partnership (but excluding (i) all
extraordinary or nonrecurring gains and other extraordinary or nonrecurring
items of income, (ii) all extraordinary or nonrecurring losses, provided that
such losses will not result in a decrease in future net income of the
Partnership, (iii) the write-up or write-down of any asset of any Person
acquired by the Partnership during the Measurement Period) and (iv) the net
income of each Person acquired by the Partnership during the Measurement Period
plus (b) the annualized net income of each Person acquired by the Partnership
during the Measurement Period determined based on the net earnings of such
Person since the date of acquisition by the Partnership determined in accordance
with generally accepted accounting principles applied on a consistent basis
before deduction for federal, state and local income taxes and franchise taxes
(but excluding (i) all extraordinary or nonrecurring gains and other
extraordinary or nonrecurring items of income, (ii) all extraordinary or
nonrecurring losses, provided that such losses will not result in a decrease in
future net income of the Partnership and (iii) the write-up or write-down of any
asset).

     1.40 "Measurement Period," shall mean (a) with respect to the exercise of
the Call Option, the 12-month period ending on the last day of the most recent
calendar month which is not less than 30 days prior to the date of the Call
Notice and (b) with respect to the exercise of the Put Option, the 12-month
period ending on the last day of the most recent calendar month which is not
less than 30 days prior to the date of the Put Notice.


                                       -6-



     1.41 "Nonrecourse Debt" shall mean any Partnership liability to the extent
that no Partner or related person bears the economic risk of loss for such
liability under Regulations Section 1.752-2.

     1.42 "Nonrecourse Deductions" shall have the meaning set forth in
Regulations Section 1.704-2(b)(1).

     1.43 "Notice" shall have the meaning set forth in Section 13.1.

     1.44 "Offered Interest" shall have the meaning set forth in Section 10.2.

     1.45 "Offered Terms" shall have the meaning set forth in Section 10.2(a).

     1.46 "Offer Notice" shall have the meaning set forth in Section 10.2(a).

     1.47 "Option Closing Date" shall have the meaning set forth in Section
11.4(a).

     1.48 "Option Price" shall mean:

          (a) if the Call Option is exercised pursuant to clause (a) of Section
     11.1, the sum of (i) the product of 50% of Measured Earnings for the
     Measurement Period multiplied by 5 plus (ii) if the amount of Measured
     Earnings for the Measurement Period exceeds $5,810,000, $1,500,000 plus
     (iii) the amount of Undistributed Net Income;

          (b) if the Call Option is exercised pursuant to clauses (c) or (d) of
     Section 11.1, the sum of (i) the product of 50% of Pro Forma Measured
     Earnings for the Pro Forma Measurement Period multiplied by 4.5 plus (ii)
     if the amount of Pro Forma Measured Earnings for the Pro Forma Measurement
     Period exceeds the Targeted Net Earnings for the Pro Forma Measurement
     Period, $1,500,000 plus (iii) Undistributed Net Income;

          (c) if the Put Option is exercised pursuant to clause (a) of Section
     11.2 or if the Put Option is exercised during the period after July 1, 2001
     and prior to October 1, 2006, the sum of (i) the product of 50% of Measured
     Earnings for the Measurement Period multiplied by 4.5 plus (ii) if the
     amount of Measured Earnings for the Measurement Period is greater than
     $5,810,000, $1,500,000 plus (iii) Undistributed Net Income;

          (d) if the Call Option is exercised pursuant to clauses (b) or (e) of
     Section 11.1 prior to July 1, 2001 or if the Put Option is exercised prior
     to July 1, 2001 pursuant to clauses (b) or (c) of Section 11.2, the sum of:
     (i) the greater of:

               (A) the product of 50% of Pro Forma Measured Earnings for the Pro
          Forma Measurement Period multiplied by 5 am, if the amount of Pro
          Forma Measured Earnings exceeds Targeted Net Earnings for the Pro
          Forma Measurement Period, $1,500,000; and


                                       -7-



               (B) the product of 50% of Measured Earnings for the Measurement
          Period multiplied by 5 plus if the amount of Measured Earnings exceeds
          Targeted Net Earnings for the Measurement Period, $1,500,000;

     plus (ii) Undistributed Net Income;

provided, however, that in no event shall the Option Price exceed $50,000,000.

     1.49 "Original Agreement" shall have the meaning set forth in the recitals
to this Agreement.

     1.50 "Partners" shall mean FEP, Dolphin, AMRM and any other Person who
becomes a partner as provided herein, in such Person's capacity as a partner of
the Partnership, but shall exclude Former Partners.

     1.51 "Partner Nonrecourse Debt" shall mean any Partnership liability to the
extent such liability is nonrecourse for purposes of Regulations Section
1.1001-2, and a Partner (or related person within the meaning of Regulation
Section 1.752-4(b)) bears the economic risk of loss with respect to such
liability under Regulations Section 1.752-2 because, for example, the Partner or
related person is a creditor or guarantor with respect to such liability.

     1.52 "Partner Nonrecourse Debt Minimum Gain" shall have the meaning set
forth in Regulation Section 1.704-2(i)(2), and, as provided therein, shall
generally be the amount, with respect to each Partner Nonrecourse Debt, equal to
the Partnership Minimum Gain that would result if such Partner Nonrecourse Debt
were treated as a Nonrecourse Debt.

     1.53 "Partner Nonrecourse Deductions" shall have the meaning, and shall be
determined in the manner, set forth in Regulations Section 1.704-2(i)(1).

     1.54 "Partnership" shall mean the limited partnership formed under this
Agreement, as such limited partnership may from time to time be constituted.

     1.55 "Partnership Minimum Gain" shall have the meaning set forth in
Regulations Section 1.704-2(b)(2), and, as provided therein, shall generally be
determined by computing, for each Nonrecourse Debt of the Partnership, any
Profit the Partnership would realize if it disposed of the property subject to
that liability for no consideration other than full satisfaction of the
liability, and then aggregating the separate amounts of Profit so computed.

     1.56 "Percentage Interest" shall mean, with respect to the General Partner,
1.0%, with respect to Dolphin, 49.1 % and with respect to AMRM 49.9%, in each
case as the same may be adjusted from time to time by reason of any transfer of
an interest in the Partnership or the admission of a new Partner in accordance
with the terms of this Agreement.

     1.57 "Person" shall mean any individual or Entity, and the heirs,
executors, administrators, legal representatives, successors and assigns of such
individual or Entity where the context so admits.

     1.58 "Principals" shall mean Zebulon Osborne, Seth Ellis and William
Compton.


                                       -8-



     1.59 "Profit" and "Loss" shall mean, for each fiscal year or other period,
an amount equal to the Partnership's taxable income or loss for such year or
period, determined in accordance with Section 703(a) of the Code (for this
purpose, all items of income, gain, loss, or deduction required to be stated
separately pursuant to Section 703(a)(1) of the Code shall be included in
taxable income or loss), with the following adjustments:

               (i) any income of the Partnership that is exempt from federal
     income tax and not otherwise taken into account in computing Profit or Loss
     pursuant to this provision shall be added to such taxable income or loss;

               (ii) any expenditures of the Partnership described in Section
     705(a)(2)(B) of the Code or treated as Code Section 705(a)(2)(B)
     expenditures pursuant to Section 1.704-1(b)(2)(iv)(i) of the Regulations,
     and not otherwise taken into account in computing Profit or Loss pursuant
     to this provision, shall be subtracted from such taxable income or loss;

               (iii) Book Gain or Book Loss from the sale or other disposition
     of any asset of the Partnership shall be taken into account in lieu of any
     tax gain or tax loss recognized by the Partnership by reason of such sale
     or other disposition;

               (iv) in lieu of the depreciation, amortization and other cost
     recovery deductions taken into account in computing such taxable income or
     loss, there shall be taken into account Depreciation for such fiscal year
     or other period, computed as provided in this Agreement; and

               (v) any items which are specially allocated pursuant to Sections
     4.7 or 4.8 shall not be taken into account in computing Profit or Loss.

     If the Partnership's taxable income or loss for such fiscal year or other
period, as adjusted in the manner provided above, is a positive amount, such
amount shall be the Partnership's Profit for such fiscal year or other period;
and if negative, such amount shall be the Partnership's Loss for such fiscal
year or other period.

     If the Book Value of the assets is adjusted pursuant to the last sentence
of the definition of Book Value, the amount of such adjustment shall be included
in computing Profit or Loss. If any Partnership asset is distributed in kind
(whether in connection with the liquidation of the Partnership or otherwise),
the Partnership shall be deemed to have realized Profit or Loss thereon in the
same manner as if the Partnership had sold such asset for an amount equal to its
fair market value on the date of distribution, as determined by the General
Partner.

     1.60 "Pro Forma Measured Earnings" means, for any Pro Forma Measurement
Period, the projected net income of the Partnership for such Pro Forma
Measurement Period, determined in accordance with generally accepted accounting
principles applied on a consistent basis with prior periods before deduction for
federal, state and local income taxes and franchise taxes based on the income of
the Partnership (but excluding (a) all extraordinary or nonrecurring gains and
other extraordinary or nonrecurring items of income, (b) all extraordinary or
nonrecurring items of loss, provided that such losses will not result in a
decrease in future net income of the Partnership and (c) the write-up or
write-down of any asset), as approved by all of the Partners.


                                       -9-



     1.61 "Pro Forma Measurement Period" shall mean, if applicable, the 12-month
period beginning on the first day of the calendar month immediately following
the date of the Call Notice or the Put Notice, as the case may be.

     1.62 "Prohibited Services" shall mean (i) any Competitive Service, (ii)
managing ambulance services, medical transportation services, or transportation
services to the disabled, (iii) providing ambulance services, medical
transportation services or transportation services to the disabled, (iv) during
the period that any FRES Affiliate is a partner of the Partnership, any business
or activity that competes with the Partnership and (v) during the Restricted
Period, any business or activity that would be competitive with the Partnership
at the time all FRES Affiliates ceased to be Partners.

     1.63 "Proposed Purchaser" shall have the meaning set forth in Section
10.2(a).

     1.64 "Put Notice" shall have the meaning set forth in Section 11.2.

     1.65 "Put Option" shall have the meaning set forth in Section 11.2.

     1.66 "Regulatory Allocations" shall have the meaning given such term in
Section 4.8.

     1.67 "Regulations" shall mean the federal income tax regulations
promulgated under the Code, as such Regulations may be amended from time to
time. All references herein to specific sections of the Regulations shall be
deemed also to refer to any corresponding provisions of succeeding Regulations,
and all references to temporary Regulations shall be deemed also to refer to any
corresponding provisions of final Regulations.

     1.68 "Representation Agreement" is deemed in Section 11.1.

     1.69 "Restricted Area" shall mean within 100 hundred miles of any area in
which the Partnership or American or any of its Affiliated Persons provides
services or conducts business at such time as all FRES Affiliates ceased to be
Partners.

     1.70 "Restricted Period" shall mean the five year period following the
first date on which no FRES Affiliate is a Partner (regardless of the reason why
no FRES Affiliate is a Partner).

     1.71 "Securities Act" shall have the meaning set forth in Section 2.1(b).

     1.72 "Selling Partner" shall have the meaning set forth in Section 10.2.

     1.73 "Targeted Net Earnings" shall mean for any Measurement Period or Pro
Forma Measurement Period, the amount of Measured Earnings or Pro Forma Measured
Earnings that the Partnership would have for such period if (i) Measured
Earnings for the Partnership were $2,800,000 for the fiscal year ending December
31, 1996 and (ii) there was 20% annual growth in Measured Earnings of the
Partnership prorated evenly over each fiscal year of the Partnership.

     1.74 "Transfer Agreement" shall have the meaning set forth in Section 11.1.


                                      -10-



     1.75 "Undistributed Net Income" shall mean the difference (whether positive
or negative), if any, between the aggregate taxable net income of the
Partnership allocated to FEP and Dolphin and the aggregate amount of
Distributable Cash distributed to FEP and Dolphin.

                                    ARTICLE 2

                             ORGANIZATIONAL MATTERS

     2.1 Representations and Warranties.

     (a) Each party hereto represents and warrants that it is duly authorized to
execute, deliver and perform its obligations under this Agreement, that the
Person executing this Agreement on its behalf is duly authorized to do so and
that this Agreement is binding upon it and enforceable against it in accordance
with its terms.

     (b) Each Limited Partner acknowledges that the limited partnership
interests in the Partnership have not been registered under the Securities Act
of 1933, as amended (the "Securities Act"), or under any state securities laws
and may not be assigned, sold or otherwise transferred without registration
under the Securities Act and any applicable state securities laws, except
pursuant to an exemption from such registration. Each Limited Partner is an
"accredited investor" within the meaning of Rule 501 under the Securities Act
and is acquiring its limited partnership interest in the Partnership for its own
account, for investment and not with a view to any resale or distribution
thereof.

     2.2 Partnership Name. The name of the Partnership is "Regional Emergency
Services, L.P." The business of the Partnership shall be conducted under such
name. The General Partner shall be authorized to execute such assumed name
certificates and other similar documents as may be necessary or advisable to
enable the Partnership to conduct business under the names "Regional Emergency
Services, L.P.", "Florida Regional Emergency Services, L.P." "Emergency
Holdings, L.P.", and "Western Regional Emergency Services, L.P.", or such other
assumed names as may be selected from time to time by the General Partner with
the approval of each Limited Partner.

     2.3 Principal Business Office. Registered Office and Registered Agent. The
principal business office of the Partnership will be located at c/o Florida
Emergency Partners, Inc., 141 Waterman Avenue, Mount Dora, Florida 32757, or at
such other location as may hereafter be determined by the General Partner,
subject to the prior written approval of each of the other Partners. The
registered office of the Partnership in the State of Delaware is located at 1209
Orange Street, Wilmington, County of New Castle, Delaware, and the name of its
registered agent for service of process is The Corporation Trust Company. The
registered office and the registered agent of the Partnership may be changed by
the General Partner from time to time in accordance with the Act and any other
applicable laws, subject to the prior written approval of each Limited Partner.

     2.4 Term of Partnership. The Partnership was formed on June 18, 1996 and
shall continue until December 31, 2006, unless it is sooner dissolved and
terminated pursuant to the provisions of Section 12.1.


                                      -11-



     2.5 The Certificate. The General Partner has executed and filed the
Certificate with the Secretary of State of the State of Delaware pursuant to the
requirements of the Act. The Partners hereby agree to execute, and the General
Partner agrees to file and record, all such other certificates and documents and
to do such other acts as may be appropriate to comply with all requirements for
the formation, continuation and operation of a limited partnership under the Act
and under the laws of any other jurisdiction in which the Partnership may own
property or conduct business; including without limitation qualification of the
Partnership as a foreign limited partnership in any state in which such
qualification is required.

     2.6 Purposes. The purposes of the Partnership are to provide management and
related services to hospital-based ambulance services, and to engage in all
actions necessary, convenient or incidental thereto.

     2.7 Powers. In furtherance of its purposes, but subject to all of the
provisions of this Agreement, the Partnership shall have the power and is hereby
authorized:

          (a) to acquire, own, hold, operate, maintain, finance, improve, lease,
     sell, convey, mortgage, pledge, or dispose of any real or personal property
     that may be necessary, convenient or incidental to the accomplishment of
     the purposes of the Partnership;

          (b) to borrow money and issue evidences of indebtedness in furtherance
     of any or all of the purposes of the Partnership, and secure the same by
     mortgage, pledge or other lien on any assets of the Partnership;

          (c) to invest any funds of the Partnership pending distribution or
     payment of the same pursuant to the provisions of this Agreement;

          (d) to prepay in whole or in part, refinance, increase, modify or
     extend any indebtedness of the Partnership, and in connection therewith
     execute any extensions, renewals or modifications relating thereto; and

          (e) to do such other things and engage in such other activities
     related to the foregoing as may be necessary, convenient or advisable with
     respect to the conduct of the business of the Partnership, and have and
     exercise all of the powers and rights conferred upon partnerships formed
     pursuant to the Act.

                                    ARTICLE 3

                                 CAPITALIZATION

     3.1 Initial Capital Contributions. Schedule 3.1 sets forth the initial
Capital Contributions made by each Partner and the Book Value of the assets
contributed by each Partner, or its predecessor in interest, to the Partnership
and the initial Capital Accounts of each Partner.

     3.2 Additional Capital Contributions. The Partners shall make such
additional capital contributions to the Partnership ("Additional Capital
Contributions") as may be previously


                                      -12-



approved by each Partner. No Partner shall be entitled or required to make any
capital contributions to the Partnership other than under Section 3.1 or this
Section 3.2.

     3.3 Capital Accounts. A separate capital account (a "Capital Account")
shall be established and maintained for each Partner, including any additional
Partner who shall hereafter acquire an interest in the Partnership, in
accordance with the following provisions:

          (a) Each Partner's initial Capital Account is described on Schedule 1.

          (b) To each Partner's Capital Account there shall be credited the
     amount of cash and the fair market value of any other property actually
     contributed to the Partnership by such Partner in accordance with Section
     3.2, the amount of Distributable Cash recontributed by the Partners to the
     Partnership pursuant to Section 4.9 if such Partner's Capital Account was
     previously debited by such amount, such Partner's allocable share of Profit
     and any items in the nature of income or gain which are specially allocated
     to such Partner pursuant to Sections 4.7 or 4.8 hereof.

          (c) To each Partner's Capital Account there shall be debited the
     amount of cash and the fair market value of any Partnership property
     distributed to such Partner in its capacity as a Partner pursuant to this
     Agreement, such Partner's allocable share of Loss, the amount of any
     liabilities of such Partner that are assumed by the Partnership or that are
     secured by any property contributed by such Partner to the Partnership, and
     any items in the nature of expenses or losses which are specially allocated
     to such Partner pursuant to Sections 4.7 or 4.8 hereof.

          (d) The provisions of this Agreement relating to the maintenance of
     Capital Accounts are intended to comply with Regulations Section
     1.704-1(b), and shall be interpreted and applied in a manner consistent
     with such Regulations.

          (e) A Partner shall not be entitled to withdraw any part of the
     Capital Account of such Partner or to receive any distributions from the
     Partnership except as provided in Section 4.9; nor shall a Partner be
     entitled or required to make any loan or Capital Contribution to the
     Partnership other than as expressly provided herein. No loan made to the
     Partnership by any Partner shall constitute a Capital Contribution to the
     Partnership for any purpose.

          (f) Except as expressly required by this Agreement or the Act, no
     Partner shall have any liability for the return of the Capital Contribution
     of any other Partner.

     3.4 Transfer of Capital Accounts. In the event all or any portion of an
interest in the Partnership is transferred in accordance with the terms of this
Agreement, the transferee shall succeed to the Capital Account of the transferor
to the extent it relates to the transferred interest in the Partnership, and
reference in this Agreement to a Capital Contribution of or an allocation or
distribution to a Partner who is a transferee shall include a Capital
Contribution of or allocation or distribution previously made to its transferor
Partner on account of the transferred Partnership interest.


                                      -13-



     3.5 Deficit Capital Accounts. No Partner with a deficit in its Capital
Account shall be obligated to restore such deficit balance or make a Capital
Contribution to the Partnership solely by reason of such deficit.

     3.6 Prohibition on Loans by Partnership. In no event shall the Partnership,
directly or indirectly, make any form of loan or advance to or directly or
indirectly guaranty or secure the obligations of any Partner or any Affiliated
Person of any Partner.

                                    ARTICLE 4

                            ALLOCATIONS/DISTRIBUTIONS

     4.1 Allocation of Profit and Loss. After giving effect to the special
allocations set forth in Section 4.7, and taking into account any curative
allocations in Section 4.8, Profit and Loss of the Partnership for each fiscal
year or other period shall be allocated among the Partners in accordance with
their respective Percentage Interests.

     4.2 Treatment of Certain Distributions. [Reserved.]

     4.3 Section 754 Election. The Partnership shall elect, pursuant to Section
754 of the Code, to adjust the basis of Partnership property as permitted and
provided in Sections 734 and 743 of the Code. Such election shall be effective
solely for federal (and, if applicable, state and local) income tax purposes and
shall not result in any adjustment to the Book Value of any Partnership asset or
to the Partners' Capital Accounts (except as provided in Regulations Section
1.704-1(b)(2)(iv)(m)) or in the determination or allocation of Profit or Loss
for purposes other than such tax purposes.

     4.4 Allocations for Tax and Book Purposes. Except as otherwise provided
herein, any allocation to a Partner for a fiscal year or other period of a
portion of the Profit or Loss, or of a specially allocated item, shall be
determined to be an allocation to that Partner of the same proportionate part of
each item of income, gain, loss, deduction or credit, as the case may be, as is
earned, realized or available by or to the Partnership for federal tax purposes.

     4.5 Certain Accounting Matters. For purposes of determining the Profit,
Loss or any other items allocable to any period, Profit, Loss and any such other
items shall be determined on a daily, monthly or other basis, as determined by
the General Partner using any permissible method under Code Section 706 and the
Regulations thereunder.

     4.6 Tax Allocations: Code Section 704(c). In accordance with Code Section
704(c) and the Regulations thereunder, income, gain, loss, and deduction with
respect to any property contributed to the capital of the Partnership shall,
solely for income tax purposes, be allocated among the Partners so as to take
account of any variation between the adjusted basis of such property to the
Partnership for federal income tax purposes and its fair market value at the
time of contribution. In the event that the Book Value of any Partnership Asset
is subsequently adjusted in accordance with the last sentence of the definition
of Book Value, any allocation of income, gain, loss and deduction with respect
to such Asset shall thereafter take account of any variation between the
adjusted tax basis of the Asset to the Partnership and its Book Value in the
same manner as under Section 704(c) of the Code and any Regulations promulgated
thereunder.


                                      -14-



Any elections or other decisions relating to such allocations shall be made by
the unanimous approval of the Partners in a manner that reasonably reflects the
purpose and intention of this Agreement. Allocations pursuant to this Section
are solely for purposes of federal, state, and local taxes and shall not affect,
or in any way be taken into account in computing, any Partner's Capital Account
or share of Profit, Loss or distributions pursuant to any provision of this
Agreement.

     4.7 Special Allocations.

     (a) Qualified Income Offset. If any Partner unexpectedly receives an
adjustment, allocation or distribution described in Regulations Section
1.704-1(b)(2)(ii)(d)(4), (5) or (6) in any fiscal year or other period which
would cause such Partner to have a deficit Adjusted Capital Account Balance as
of the end of such fiscal year or other period, items of Partnership income and
gain (consisting of a pro rata portion of each item of Partnership income,
including gross income and gain) shall be specially allocated to such Partner in
an amount and manner sufficient to eliminate, to the extent required by the
Regulations, the deficit Adjusted Capital Account Balance of such Partner as
quickly as possible. This Section 4.7(a) is intended to comply with the
qualified income offset provision in Regulations Section 1.704-1(b)(2)(ii)(d),
and shall be interpreted consistently therewith.

     (b) Gross Income Allocation. If any Partner would otherwise have a deficit
Adjusted Capital Account Balance as of the last day of any fiscal year or other
period, items of income and gain of the Partnership shall be specially allocated
to such Partner (in the manner specified in Section 4.7(a) hereof) so as to
eliminate such deficit as quickly as possible.

     (c) Partnership Minimum Gain Chargeback. If there is a net decrease in
Partnership Minimum Gain during a Partnership fiscal year or other period, each
Partner shall be allocated items of Partnership income and gain for such fiscal
year or other period (and, if necessary, for subsequent fiscal years or periods)
in proportion to, and to the extent of, such Partner's share of such net
decrease, except to the extent such allocation would not be required by
Regulations Section 1.704-2(f). The amounts referred to in this Section 4.7(c)
and the items to be so allocated shall be determined in accordance with
Regulations Section 1.704-2. This Section 4.7(c) is intended to constitute a
"minimum gain chargeback" provision as described in Regulations Section
1.704-2(f), and shall be interpreted consistently therewith.

     (d) Partner Nonrecourse Debt Minimum Gain Chargeback. If there is a net
decrease in Partner Nonrecourse Debt Minimum Gain during a Partnership fiscal
year or other period, each Partner shall be allocated items of Partnership
income and gain for such fiscal year or other period (and, if necessary, for
subsequent fiscal years or periods) equal to such Partner's share of such net
decrease, except to the extent such allocation would not be required by
Regulations Section 1.704-2(i)(4). The amounts referred to in this Section
4.7(d) and the items to be so allocated shall be determined in accordance with
Regulations Section 1.704-2. This Section 4.7(d) is intended to comply with the
minimum gain chargeback requirement contained in Regulations Section
1.704-2(i)(4), and shall be interpreted consistently therewith.

     (e) Limitation on Loss Allocations. With respect to any Partner,
notwithstanding the provisions of Section 4.1, the amount of Loss for any fiscal
year or other period that would


                                      -15-



otherwise be allocated to a Partner under Section 4.1 shall not cause or
increase a deficit Adjusted Capital Account Balance. Any Loss in excess of the
limitation set forth in this Section 4.7(e) shall be allocated among the
Partners, pro rata, to the extent each, respectively, is liable or exposed with
respect to any debt or other obligations of the Partnership.

     (f) Partner Nonrecourse Deductions. Partner Nonrecourse Deductions for any
fiscal year or other period shall be specially allocated to the Partners who
bear the economic risk of loss for the Partner Nonrecourse Debt to which such
Partner Nonrecourse Deductions are attributable, as provided in Regulations
Section 1.704-2(i)(1).

     (g) Nonrecourse Deductions. Nonrecourse Deductions for any fiscal year
shall be allocated to the Partners in accordance with their respective
Percentage Interests.

     (h) Excess Nonrecourse Liabilities. Nonrecourse Debts of the Partnership
which constitute Excess Nonrecourse Liabilities shall be allocated among the
Partners in accordance with their respective Percentage Interests.

     (j) Ordering Rules. Anything contained in this Agreement to the contrary
notwithstanding, allocations for any fiscal year or other period of Nonrecourse
Deductions or Partner Nonrecourse Deductions, or of items required to be
allocated pursuant to the minimum gain chargeback requirements contained in
Section 4.7(c) and Section 4.7(d) hereof, shall be made before any other
allocations hereunder.

     4.8 Curative Allocations. The allocations set forth in Section 4.7 (the
"Regulatory Allocations") are intended to comply with certain requirements of
Regulations Sections 1.704-1(b) and 1.704-2. The Regulatory Allocations may not
be consistent with the manner in which the Partners intend to allocate Profit
and Loss or make Partnership distributions. Accordingly, notwithstanding the
other provisions of this Article 4, but subject to the Regulatory Allocations,
the General Partner is hereby directed to reallocate items of income, gain,
deduction and loss among the Partners so as to eliminate the effect of the
Regulatory Allocations and thereby to cause the respective Capital Accounts of
the Partners to be in the amounts (or as close thereto as possible) they would
have been if Profit and Loss (and such other items of income, gain, deduction
and loss) had been allocated without reference to the Regulatory Allocations. In
general, the Partners anticipate that this will be accomplished by specially
allocating other Profit and Loss (and such other items of income, gain,
deduction and loss) among the Partners so that the net amount of the Regulatory
Allocations and such special allocations to each such Partner is zero. In
addition, if in any fiscal year or other period there is a decrease in
Partnership Minimum Gain, or in Partner Nonrecourse Debt Minimum Gain, and
application of the minimum gain chargeback requirements contained in Section
4.7(c) or Section 4.7(d) would cause a distortion in the economic arrangement
among the Partners, the General Partner may, if the General Partner does not
expect that the Partnership will have sufficient other income to correct such
distortion, request the Internal Revenue Service to waive either or both of such
minimum gain chargeback requirements. If such request is granted, this Agreement
shall be applied in such instance as if it did not contain such minimum gain
chargeback requirements.


                                      -16-



     4.9 Distributions.

     (a) All Distributable Cash received by the Partnership, if any,
attributable to each fiscal quarter of the Partnership and distributable other
than in connection with the liquidation of the Partnership shall be distributed
to the Partners in accordance with their respective Percentage Interests as
provided in this Section 4.9(a). The General Partner shall make distributions of
Distributable Cash under this Section 4.9(a) within 60 days after the end of
each fiscal quarter of each fiscal year (but not before the delivery of
financial statements for each month of such fiscal quarter pursuant to Section
6.2(a)) on the basis of estimated Distributable Cash for such fiscal quarter,
after taking into account any remaining discrepancy between actual and estimated
Distributable Cash for any preceding fiscal quarter. Within 30 days following
final determination of actual Distributable Cash for each fiscal year, there
shall be a final distribution to the Partners to the extent that actual
Distributable Cash for such fiscal year exceeds interim distributions of
estimated Distributable Cash, or the Partners shall recontribute their
respective shares of the excess of any interim distributions of estimated
Distributable Cash over the actual Distributable Cash for such fiscal year.

     (b) Net proceeds derived from any transaction involving the sale or other
disposition of all or substantially all of the assets of the Partnership,
together with any Distributable Cash during the period of winding up of the
Partnership and any other assets of the Partnership, shall be applied and
distributed in the following order of priority:

               (i) first, to the payment of any debts and liabilities of the
     Partnership;

               (ii) second, to the setting up of reserves (the amount of which
     shall be subject to the approval of each Partner) to provide for any
     contingent, conditional or unmatured liabilities or obligations of the
     Partnership;

               (iii) third, to the Partners in payment of any loans made by the
     Partners to the Partnership not in violation of this Agreement in
     proportion to the outstanding balances of such loans; and

               (iv) fourth, to the Partners in accordance with their respective
     Capital Account balances.

     All payments under this Section 4.9(b) shall be made as soon as reasonably
     practicable and in any event by the end of the fiscal year in which such
     liquidation or winding up occurs, or, if later, within 90 days after the
     date of such liquidation or the date such winding up occurs.

     (c) Except as may be otherwise required by law, no distribution of property
in kind by the Partnership shall be permitted without the prior written consent
of all of the Partners.


                                      -17-



                                    ARTICLE 5

          APPROVAL RIGHTS: COMMITTEE; RIGHTS OF LIMITED PARTNERS, ETC.

     5.1 Approval Rights.

     (a) In addition to the other approval rights specifically set forth in this
Agreement, the following matters shall be subject to the prior written approval
of each Limited Partner:

               (i) the Budget, including quarterly updates thereto, provided to
     the Partners in accordance with Section 7.2, any modifications of or
     amendments thereto and any deviations therefrom;

               (ii) any borrowing in excess of the specific amount of borrowing
     set forth in, or not reflected in, the Budget as updated from time to time,
     and, in any event, any borrowing which, exceeds $250,000;

               (iii) any expenditure in excess of the specific amount set forth
     in, or not reflected in, the Budget as updated from time to time, the
     incurrence of any liability not set forth in the Budget as updated from
     time to time and, in any event, any capital expenditure which exceeds
     $250,000;

               (iv) the incurrence of any mortgage, pledge, lien, charge,
     security interest or other encumbrance of any kind upon any of the property
     or assets of the Partnership except for: (a) statutory landlord liens, (B)
     nonconsensual liens arising by operation of law; (C) liens for current
     taxes, assessments or governmental charges or levies on property not yet
     due; and (D) liens not incurred in connection with any borrowings which
     could not materially impair the use of any property or assets of the
     Partnership or materially detract from the value of such property;

               (v) except as otherwise provided in Sections 7.5, 10.1 or 11, the
     admission of any additional or substitute Partner to the Partnership;

               (vi) except as otherwise provided in Sections 7.5, 10.1 or 11,
     the withdrawal or removal of any Partner;

               (vii) the appointment of any Person to any position listed on
     Schedule 5.1, or any position with similar duties or responsibilities, and
     any change in the salary, bonus or other compensation paid to any Person in
     any such position;

               (viii) any (A) agreement of the Partnership from which the
     Partnership is expected to derive annual revenues in excess of $1,000,000,
     (B) agreement of the Partnership to provide services in any area in which
     American or any of its subsidiaries then provides services, (C) agreement
     of the Partnership to provide service to any Person to whom American or any
     of its subsidiaries provides services or with whom American or any of its
     subsidiaries has a relationship, (D) amendment to or waiver under any such
     agreement described in clauses (A), (B) or (C) of this Section (a)(viii)
     and any modification, renewal or extension thereof, and (D) agreement with
     any other


                                      -18-



     governmental authority, government, county or other political subdivision
     entered into, or negotiated by, the Partnership on behalf of any hospital
     to provide emergency ambulance services in any county, or other geographic
     area, in which the Partnership does not then provide any services and any
     amendment to, waiver under, and any modification, renewal or extension
     thereof entered into, or negotiated by, the Partnership on behalf of such
     hospital;

               (ix) any modification of, waiver under or amendment to the
     Management Agreement or the Advisory Agreement, any extension or renewal of
     the Management Agreement or the Advisory Agreement and any new management
     or advisory agreement, except that any new management agreement entered
     into with a new manager pursuant to Section 7.5 shall not require the
     approval of any Partner other than AMRM provided that the terms and
     conditions of such management agreement relating to the responsibilities,
     obligations and compensation of the Manager are substantially the same as
     those set forth in the Management Agreement, as in effect immediately prior
     to the termination of the Manager;

               (x) except as specifically set forth in the Contribution
     Agreement, the Management Agreement or in the Advisory Agreement, any
     transaction between the Partnership and any Partner or any Affiliated
     Person of any Partner;

               (xi) any reimbursement by the Partnership pursuant to Section 7.4
     hereof of out-of-pocket expenses incurred by the General Partner, any
     reimbursement by the Partnership of any out-of-pocket expenses of the
     advisor under the Advisory Agreement, and any reimbursement by the
     Partnership of any out-of-pocket expenses of the Manager under the
     Management Agreement in each case, to the extent such expenses are not
     included in the Budget as updated from time to time;

               (xii) any requirement pursuant to Section 3.2 hereof that any
     Additional Capital Contribution be paid into the Partnership by the
     Partners;

               (xiii) any sale, transfer or other disposition of any assets of
     the Partnership, other than vehicles, inventory or equipment sold or
     otherwise disposed of in the ordinary course of business;

               (xiv) any lease or rental agreement not contemplated by the
     Budget or which would require aggregate payments in excess of $250,000 over
     the term of such lease or rental agreement and any amendment to, waiver
     under, and any modification, renewal or extension thereof and election by
     the Partnership to make any payments under the second sentence of Section 9
     of the lease dated as of July 24, 1996 between the Partnership and FRES;

               (xv) any delegation by either the General Partner or the Manager
     of their duties or obligations under this Agreement or the Management
     Agreement;

               (xvi) any change in the location of the principal business office
     of the Partnership or in the registered office or registered agent of the
     Partnership;


                                      -19-



               (xvii) any assumption or guaranty by the Partnership of the
     obligations of any other Person;

               (xviii) the selection of the Accountant for the Partnership;

               (xix) any settlement agreement affecting the Partnership;

               (xx) any acquisition by the Partnership of any other Person or
     all or significant portion of the assets of any other Person;

               (xxi) each of the matters described in Sections 2.2, 4.6. 6.3(a),
     6.5, 7.5(c) and 10.1 or any other provision of this Agreement as requiring
     approval of each Partner;

               (xxii) any filing of any tax return by the Partnership;

               (xxiii) the dissolution of the Partnership;

               (xxiv) selection by the Partnership of any tax advisor to prepare
     or assist in the preparation of any tax returns of the Partnership or to
     provide any tax advice to the Partnership;

               (xxv) any amendment to this Agreement;

               (xxvi) any merger or consolidation of the Partnership into or
     with any other Person;

               (xxvii) any termination of, material amendment to, material
     modification of, or change in the amounts or type of coverage under, any
     insurance policy maintained by the Partnership pursuant to Section 6.6, and
     any reduction in coverage thereunder;

               (xxviii) any employee benefit plan, and any termination of,
     material amendment to or material modification of any employee benefit
     plan;

               (xxix) any challenge, or threat to challenge, directly or through
     a representative, the content, or the interpretation of, the report
     referred to in Section 13 of the Sunbelt Consent (as defined in the
     Contribution Agreement).

               (xxx) any significant change in the nature of the Partnership's
     business; and

               (xxxi) any other action requiring the approval of Limited
     Partners under the Act.

     (b) Manner of Consent. The General Partner shall give to each Partner a
Notice requesting any approval hereunder, accompanied by a description in
reasonable detail of the matters as to which such approval is requested. Each
Partner shall communicate by Notice to the General Partner its approval, or
nonapproval, of any matters described in the Notice requesting


                                      -20-



such approval within 15 Business Days of the date of such Notice. Any Partner
not so responding shall be deemed to have given its approval of the matters
contained in the Notice.

     5.2 Committee.

     (a) The Partners may establish by unanimous consent a committee (the
"Committee") having such number of members as may be mutually determined by the
Partners and comprised of representatives of the Partners. AMRM shall be
entitled to appoint one-half of the members of the Committee, and Dolphin, for
itself and on behalf of the other Limited Partners, shall be entitled to elect
the remaining members (who shall be the individuals responsible for the
day-to-day operations of the Partnership while FEP is the General Partner), and
in each case each shall have the power to remove its representative or
representative in its sole discretion. The size of the Committee shall not be
increased or decreased without the unanimous consent of the Partners. Each
representative on the Committee shall serve until a successor representative is
appointed by the appropriate party. Representatives on the Committee may only be
removed by the Partner who appoint them or by the respective transferees of such
Partner.

     (b) The Committee shall hold quarterly meetings on a regular schedule which
shall be agreed upon at the first meeting of the Committee, and shall hold such
other meetings as any Partner may reasonably request. All or some members of the
Committee may participate in a meeting of the Committee by means of a conference
telephone, video or similar communications equipment by means of which all
persons participating in the meeting can hear each other. The scope and detail
of the issues to be discussed by the Committee shall be determined from time to
time in the discretion of the Committee, and shall include such matters as any
Partner may reasonably request. The General Partner shall provide such written
and oral information and reports as to the operations and affairs of the
Partnership as any Partner may reasonably request.

     (c) As to any matter which comes before a meeting of the Committee and
which requires the approval of the Partners, any representative to the Committee
appointed by each Partner shall have the power, unless the appointing Partner
gives Notice to the contrary to the other Partners prior to the meeting, to give
or withhold such approval on behalf of such Partner at such meeting; provided,
however, that such action must be in writing and must be signed by such
representative to be effective; and provide further, that the Partners shall
have received a description of such matter at least 5 Business Days in advance
of such meeting.

     (d) Members of the Committee shall be entitled to reimbursement from the
Partnership for their reasonable travel and other reasonable out-of-pocket
expenses in connection with their attendance at meetings of the Committee but
shall not be entitled to any fees, remuneration or other reimbursements from the
Partnership or any of the Partners. Each member of the Committee and the Partner
appointing such Member shall be indemnified by the Partnership to the extent of
its assets against any losses, judgments, liabilities, expenses and amounts paid
in settlement of any claim against any of them in connection with the
Partnership and its affairs, provided that the same were not the result of gross
negligence or wilful misconduct on the part of such member of the Committee.

     5.3 Consents and Approval by FRES Affiliates. Each FRES Affiliate who is a
Partner shall be deemed to have approved or consented to any matter requiring
the approval of


                                      -21-



each Partner under this Agreement if FEP, in its capacity as the General
Partner, has consented to or approved such matter.

     5.4 Notice of Service Contracts. The General Partner shall provide notice
to each Limited Partner at least 15 Business Days before the Partnership enters
into any new service agreement, or any amendment to, modification of, waiver
under, or renewal or extension of an existing service contract regardless of
whether approval of the Limited Partners is required under Section 5.1,
describing in reasonable detail the parties thereto and the terms thereof.

     5.5 Limited Liability. No Limited Partner shall be personally liable for
any of the debts, liabilities, obligations or contracts of the Partnership, nor
shall a Limited Partner be required to lend any funds to the Partnership. The
Limited Partner shall not, except as required by the express provisions of the
Act regarding repayment of sums wrongfully distributed to the Limited Partner,
be required to make any capital contributions to the Partnership.

     5.6 No Control. The Limited Partners shall not participate in the
management or control of the business of, or transact any business for, the
Partnership. The Limited Partners shall have no power to sign for or bind the
Partnership. The Limited Partners shall, however, have the Notice and approval
rights expressly set forth in this Agreement.

                                    ARTICLE 6

                     BOOKS; REPORTS; TAX ELECTIONS; ACCOUNTS

     6.1 Books and Records. The General Partner shall keep, or cause to be kept,
complete, up-to-date and accurate books of account and records of the
Partnership. The books of the Partnership shall be kept on the accrual basis of
accounting, and shall be maintained on the basis of generally accepted
accounting principles consistently applied with prior periods, and all such
books and records shall at all times be maintained or made available at the
principal business office of the Partnership a current list of the full name and
last known business address of each Partner, set forth in alphabetical order,
copies of the Partnership's federal, state and local income tax returns and
reports, if any, for the three most recent years, and copies of this Agreement
and of any financial statements of the Partnership for the three most recent
years, shall be maintained at the principal business office of the Partnership.
All records shall be maintained by the General Partner for a period of not less
5 years after the dissolution of the Partnership.

     6.2 Required Reports.

     (a) Financial Statements and Tax Information. The General Partner shall
prepare or cause to be prepared and furnish to each of the Partners:

               (i) within 60 days after the end of each fiscal year of the
     Partnership, a copy of the annual financial statements for such fiscal year
     accurately reflecting the financial condition of the Partnership and the
     results of the Partnership's operations, including balance sheets,
     statements of changes in Partners' capital, profit and loss statements and
     statements of changes in financial position, all prepared in accordance


                                      -22-



     with generally accepted accounting principles, consistently applied and
     certified by the Accountants; and

               (ii) within 10 days after the end of each calendar month (other
     than the last), unaudited balance sheets and profit and loss statements,
     capital account roll-forward statements and unaudited cash flow statements
     accurately reflecting the operating results of the Partnership for such
     calendar month, certified by the General Partner to present fairly, in all
     material respects, the financial condition of the Partnership at the dates
     thereof and the results of its operations in the periods covered thereby
     and to be prepared in accordance with generally accepted accounting
     principles, consistently applied, and including an analysis of variances
     from the Budgets required pursuant to Section 7.2, together with
     information about distributions made to Partners during such month and an
     update of projected Distributable Cash and distributions to Partners for
     remainder of the then current fiscal year.

     In addition, the General Partner shall prepare or cause to be prepared (i)
quarterly estimates of taxable income within thirty (30) days after the end of
each calendar quarter, (ii) draft final tax basis year end financial statements
and draft K-1's by May 31 of the following year and detailed supporting
schedules of K-1 allocated items reported to the Partners for each scheduled K-1
line item by gross gain and income, separate from items of gross loss and
deduction for that calendar quarter, in order to permit the Partners to comment
thereon and (iii) final year end tax basis financial statements and K-1's by
August 15 of the following year. Each K-1 line item shall be detailed by
calendar quarter with items of gross gain and income separate from items of
gross loss and deduction.

     All third party and out-of-pocket costs and expenses of compliance with the
foregoing provisions of this Section 6.2 shall be borne by the Partnership.

     (b) Partner Access to Books and Records. Each Partner shall have the right
at all reasonable times during usual business hours to audit, examine and make
copies of or extracts from the books and records of the Partnership. Such right
may be exercised through any agent or employee of such Partner designated by it
or by a certified public accountant designated by such Partner. The Partnership
shall bear all reasonable expenses incurred in any examination made for such
Partner's account. Forthwith upon request, the General Partner shall also
furnish to the Partners such other information bearing on the financial
condition and operations of the Partnership as any Partner may from time to time
reasonably propose.

     (c) Confidentiality. The Partners and each Former Partner hereby agree to
consider as proprietary to the Partnership, keep confidential, and not use or
disclose to any third party, any information relating to the Partnership which
could, if used or so disclosed, have an adverse impact on the business of the
Partnership; provided, however, that any such Person may disclose such
information to any other Person and its lawyers, accountants, or agents if such
Person is party to a confidentiality agreement which adequately protects the
Partnership against disclosures which could adversely affect its business; and
provided, further, that any such Person may disclose such information, on an "as
needed" basis, (i) to such Person's lawyers, accountants or agents in connection
with the ordinary conduct of such Person's business affairs or (ii) as required
by law or pursuant to regulatory requests; provided, however, that prior to
complying with such a


                                      -23-



regulatory request such Person shall notify the Partnership as promptly as
possible and shall allow the Partnership to oppose such request. Nothing in this
Section 6.2(c) shall be construed as prohibiting any Partner from communicating
general financial information concerning the operating results of the
Partnership to the direct or indirect beneficial owners of interests in such
Partner.

     6.3 Filing of Returns and Other Writings: Tax Matters Partner.

     (a) Tax Matters Partner. The General Partner shall cause the preparation
and timely filing of all Partnership tax returns and shall, on behalf of the
Partnership timely file all other writings required by any governmental
authority having jurisdiction to require such filing. The General Partner shall
serve as the "Tax Matters Partner" for purposes of Section 6231 of the Code. The
General Partner shall give prompt Notice to each Partner upon receipt of advice
that the Internal Revenue Service intends to examine or audit any partnership
income tax returns of the Partnership. The Tax Matters Partner shall not,
without the consent of all Partners:

               (i) agree to extend any statute of limitations with respect to
     the Partnership under Section 6229 of the Code;

               (ii) file a request for administrative adjustment (including a
     request for substituted return treatment) under Section 6227 of the Code;

               (iii) file a petition for judicial review, or any appeal with
     respect to any judicial determination, under Section 6226 or 6228 of the
     Code;

               (iv) take any action to consent to, or to refuse to consent to, a
     settlement reflected in a decision of a court; or

               (v) enter into any tax settlement agreement affecting the
     Partnership.

     The Tax Matters Partner shall promptly give Notice to the Partners of the
commencement of any administrative or judicial proceedings involving the tax
treatment of any items of Partnership income, loss, deduction and credit, and
shall further keep the Partners fully informed of, and provide each Partner an
opportunity to participate fully in, all material developments involved in such
proceedings. In addition, the Tax Matters Partner shall give the Partners prompt
Notice of, and provide the Partners an opportunity to participate in the
preparation of any material submission to the Internal Revenue Service or to any
Court in connection with any such proceedings. The Tax Matters Partner shall
also give Notice to the Partners of its intention to meet with any
representative of the Internal Revenue Service at least 30 days prior to such
meeting (or immediately upon arranging such meeting if such meeting is arranged
fewer than 30 days prior to such meeting), and shall provide each Partner and
its agents, employees and accountants with an opportunity to participate in such
meeting (and shall inform any Partner who does not participate in the meeting of
the results of the meeting within two Business Days after such meeting). The Tax
Matters Partner shall use its best efforts to inform the Partners of the
contents of any material communication (oral or written) from or to the Internal
Revenue Service within two Business Days of receiving or sending such
communication (or on the same day, if any action is required in response to such
communication within fewer than 30 days of receipt of such communication) and in
any event, promptly thereafter.


                                      -24-



     (b) Legal Uncertainties. The General Partner shall, and any Limited Partner
may, inform the Partners of any material legal issues or uncertainties relating
to the preparation of the Partnership's federal, state and local income tax
returns. The General Partner shall submit the relevant alternatives to the
Limited Partners and shall prepare the Partnership's returns in accordance with
the treatment approved by all Limited Partners.

     (c) Partner Returns. Each Partner shall file tax returns consistent with
the tax treatment of the Partnership's tax returns, which tax treatment shall be
established by agreement among all of the Partners prior to the filing of the
first required Partnership tax return.

     6.4 Fiscal Year. The fiscal year of the Partnership shall end on December
31 of each year.

     6.5 Bank Accounts: Investments.

     (a) Bank Accounts. The bank accounts of the Partnership shall be maintained
in such commercial banks or trust companies organized and existing under the
laws of the United States of America or of any state and meeting the
requirements referred to in clause (iii) of Section 6.5(b) as the General
Partner shall from time to time determine, and withdrawals shall be made only in
the regular course of Partnership business on such signature or signatures as
the General Partner may from time to time determine; provided, however, that any
withdrawal in excess of $100,000 shall require the written approval of each
Partner and any withdrawal in excess of $50,000 shall require the signature of
two signatories, both of whom may be employees of the Partnership or officers or
employees of the Manager. There shall be no commingling of Partnership funds or
assets with the funds or assets of any other Person. The General Partner shall
notify the Limited Partners of the location of each bank account.

     (b) Allowable Investments. The Partnership shall from time to time invest
funds not required currently for its operations or for distribution to the
Partners in (i) short term marketable direct obligations of the United States of
America or any of its agencies, (ii) short term marketable obligations fully
guaranteed by the United States of America or any of its agencies, or (iii)
overnight demand deposits issued by commercial banks the commercial paper and/or
long-term unsecured debt obligations of which are rated not less than "A" by
Fitch Investors Service, Inc. and Standard & Poor's Corporation.

     6.6 Insurance. Unless otherwise consented to by each of the Partners, the
Partnership will maintain either directly or through FRES the following
insurance coverage:

          (a) comprehensive general liability insurance, which includes "Broad
     Form" general liability endorsement and professional liability insurance
     which provides limits of not less than $1,000,000 in the aggregate and not
     less than $1,000,000 per occurrence;

          (b) automobile insurance liability which includes bodily insurance
     coverage and physical damage coverage and which provides limits of not less
     than $10,000 for bodily injury (per person), and $1,000,000 per occurrence
     single limit; and


                                      -25-



          (c) workers' compensation and employers' liability insurance which
     provides limits of not less than the Florida workers' compensation
     statutory limits and $500,000 for employer's liability.

All insurance policies providing the insurance coverage required hereunder shall
be issued by nationally recognized and financially sound insurers rated A.M.
Best or better. All such insurance afforded by policies maintained by FRES or
the Partnership shall apply to the Partnership and its officers, employees,
partners and agents and American as additional insureds, shall apply to all
acts, incidents and omissions occurring during the period of the Partnership's
existence whether or not any claim relating thereto is made during such period
or thereafter and shall apply as primary insurance. Each such insurance policy
shall contain a provision providing for 30 days' prior written notice to each
Partner prior to cancellation or material amendment thereof or reduction in
coverage thereunder. The Partnership shall give each Partner immediate written
notice of the Partnership's actual notice or awareness of any cancellation,
amendment or reduction in such insurance policies.

                                    ARTICLE 7

                    RIGHTS AND OBLIGATIONS OF GENERAL PARTNER

     7.1 Responsibilities and Authority of the General Partner.

     (a) Subject in all cases to the express requirements of this Agreement
regarding required approvals of and Notice to the Partners, the General Partner
shall have full responsibility and complete discretion in the management,
supervision and control of the day-to-day business and operations of the
Partnership for the purposes herein stated, and shall make all decisions with
respect thereto. The General Partner's obligations are subject to the
availability of Partnership funds in sufficient amounts and on a timely basis to
discharge its obligations to manage, supervise and control the day-to-day
operations of the Partnership. The General Partner shall provide or arrange for
such personnel as may be necessary to accomplish the operations and management
of the Partnership in accordance with this Agreement. The General Partner shall
act at all times in good faith and as a fiduciary for the benefit of the
Partnership and in such manner as may be required to promote the best interests
of the Partnership.

     (b) Subject to the express provisions of this Agreement, the General
Partner shall have the authority to execute on behalf of the Partnership such
agreements, contracts, instruments and other documents as it shall from time to
time approve, such approval to be conclusively evidenced by its execution and
delivery of any of the foregoing. The signature of the General Partner on all
such agreements, contracts, instruments and documents shall be sufficient to
bind the Partnership in respect thereof and conclusively evidence the authority
of the General Partner with respect thereto, and no third person need look to
the application of funds or authority to act or require joinder or consent of
any other party.

     (c) Any Person dealing with the Partnership or the General Partner may rely
on a certificate signed by the General Partner:

               (i) as to who are the Partners hereunder;


                                      -26-



               (ii) as to the existence or nonexistence of any fact or facts
     which constitute conditions precedent to acts by the General Partner or are
     in any other manner germane to the affairs of the Partnership;

               (iii) as to who is authorized to execute and deliver any
     instrument or document on behalf of the Partnership;

               (iv) as to the authenticity of any copy of this Agreement and
     amendments hereto; or

               (v) as to any act or failure to act by the Partnership or as to
     any other matter whatsoever involving the Partnership.

     Any Person relying upon this Section 7.1(c) shall be informed of the
     provisions of Section 5.1(a) and the other provisions of this Agreement,
     which contain certain limits on the authority of the General Partner to
     bind the Partnership or to do, or cause to be done, certain acts.

     7.2 Budget. Attached as Exhibit B hereto is a budget (the "Budget")
representing the Partnership's operating budget for the remaining two fiscal
quarters of the fiscal year ending December 31, 1996 containing detailed
descriptions of Partnership expenses for such fiscal quarters (including
specific descriptions and amounts of operating expenses, capital expenditures,
expenses to be incurred under the Management Agreement, the Advisory Agreement
and Section 7.4 and borrowings), a reasonable provision for contingent or
unforeseen expenditures and reasonable reserves for Partnership expenses. Within
30 days after the end of each calendar quarter commencing with the quarter
ending September 30, 1996, the General Partner shall prepare and submit an
update to the Budget to the Partners for their approval pursuant to Sections
5.1(a) that includes an operating budget for the Partnership for the remainder
of the fiscal year, containing detailed descriptions of Partnership expenses for
such fiscal periods (including specific descriptions and amounts of operating
expenses, capital expenditures and expenses to be incurred under the Management
agreement, the Advisory Agreement and Section 7.4 and borrowings), a reasonable
provision for contingent or unforeseen expenditures and reasonable reserves for
Partnership expenses. By September 1 of each fiscal year of the Partnership,
commencing with September 1, 1996, the General Partner shall prepare and submit
an update to the Budget to the Partners for their approval pursuant to Section
5.1(a) that includes an operating budget for the Partnership for the next fiscal
year, containing detailed descriptions of Partnership expenses for such fiscal
year (including specific descriptions and amounts of operating expenses, capital
expenditures and expenses to be incurred under the Management Agreement, the
Advisory Agreement and Section 7.4 and borrowings), a reasonable provision for
contingent or unforeseen expenditures and reasonable reserves for Partnership
expenses. Until each Partner has approved a revised and updated Budget, pursuant
to Section 5.1(a), the Partnership shall be operated in accordance with the then
existing Budget.

     7.3 Management Agreement. In addition to the responsibilities and rights of
the General Partner to service and manage the Partnership as set forth in this
Agreement, the Partnership shall enter into an agreement (the "Management
Agreement") with Dolphin Dynamics,


                                      -27-



Inc., a Florida corporation (the "Manager"), to perform the services set forth
in the Management Agreement attached hereto as Exhibit C.

     7.4 Reimbursement. The Partnership shall from time to time reimburse the
General Partner for its reasonable out-of-pocket expenditures incurred in
connection with the performance of its duties hereunder which are reflected in
the Budget. It is expressly agreed that all reimbursement of expenses pursuant
to this Section 7.4 shall be subject to the Budget required under Section 5.1
and shall not include any expenses reimbursed or reimbursable or fees paid or
payable pursuant to the Management Agreement required to be paid by the Manager
pursuant to the Management Agreement.

     7.5 Removal of the General Partner.

     (a) If:

               (i) Any FRES Affiliate has taken any action or omitted to take
     any action and such conduct constitutes fraud, gross negligence or material
     wilful misconduct that is injurious to the Partnership or that is
     reasonably likely to be injurious to the Partnership if such conduct was to
     become publicly known;

               (ii) Any FRES Affiliate has materially violated this Agreement
     and such violation shall not have been rectified or cured to the reasonable
     satisfaction of AMRM within 30 days after AMRM gives Notice of such
     violation to such FRES Affiliate containing reasonably specific details of
     such violation and describing necessary corrective action, if possible, to
     rectify or cure such violation;

               (iii) The Manager has materially violated the Management
     Agreement and such violation shall not have been rectified or cured to the
     reasonable satisfaction of AMRM within 30 days after AMRM gives Notice of
     such violation to the Manager containing reasonably specific details of
     such violation and describing necessary corrective action, if possible, to
     rectify or cure such violation; or

               (iv) a majority of the beneficial or record ownership in FEP,
     Dolphin or the Manager ceases to be owned by at least two of the Principals
     or two or more of the Principals cease to devote substantially all of their
     time to the business of the Manager, in each case for any reason and AMRM
     is not entitled to exercise the Call Option pursuant to Sections 7.5(b).
     For purposes of this Section 7.5(a)(iv), beneficial and record ownership of
     FEP, Dolphin or the Manager by a trust, corporation or partnership, all of
     the equity and voting interest in which are owned beneficially and of
     record by a Principal, shall be deemed to be beneficial and record
     ownership by such Principal.

AMRM shall have the right to:

               (A)  appoint any Affiliated Person of AMRM as the successor
                    General Partner who may, on behalf of the Partnership,
                    terminate the Manager as manager of the Partnership and may
                    retain any Affiliated Person of AMRM as manager of the
                    Partnership provided that the terms or conditions relating
                    to the


                                      -28-



                    responsibilities, obligations and compensation of such
                    manager are substantially the same as those set forth in the
                    Management Agreement, as in effect immediately prior to the
                    termination of the Manager; or

               (B)  with the consent of all Limited Partners, appoint any other
                    Person as the successor General Partner and retain any
                    Person as a manager of the Partnership;

in each case effective upon the giving of Notice to the General Partner and the
Manager.

     (b) If, at any time after one of the Principals dies or has ceased for a
period of at least six months to devote substantially all of his time to the
business of the Manager due to illness or physical or mental disability, any
other Principal dies or has ceased for a period of at least six months to devote
substantially all of his time to the business of the Manager due to illness or
physical or mental disability, then AMRM may request that FEP be removed as the
General Partner and the Manager be terminated as the Manager of the Partnership
effective upon the appointment of a successor General Partner appointed as
provided in this Section 7.5(b). If AMRM requests that FEP be removed as the
General Partner and the Manager be terminated, the Limited Partners shall
attempt in good faith to agree upon a mutually acceptable arrangement for the
management of the Partnership (including the possibility of a successor General
Partner and a new manager to the Partnership). If the Limited Partners are
unable to agree on a mutually acceptable arrangement for the management of the
Partnership within the 30-day period after such request is made by AMRM, AMRM
may exercise the Call Option within the 45-day period following such 30-day
period pursuant to clause (e) of Section 11.1.

     (c) With the prior written approval of each Limited Partner the General
Partner shall be removed as the general partner, and a successor General Partner
appointed, effective upon the giving of Notice to the General Partner, if:

               (i) the General Partner or any of its Affiliated Persons has
     taken any action or omitted to take any action and such conduct constitutes
     fraud, gross negligence or material wilful misconduct that is injurious to
     the Partnership or that is reasonably likely to be injurious to the
     Partnership if such conduct were to become publicly known; or

               (ii) the General Partner has materially violated this Agreement
     and such violation shall not have been rectified or cured to the
     satisfaction of each Limited Partner within 30 days after notice thereof
     has been given to the General Partner containing reasonably specific
     details of such violation and describing necessary corrective action, if
     possible, to rectify or cure such violation.

     (d) Upon the appointment of a successor General Partner and the removal of
a General Partner pursuant to this Section 7.5, the successor General Partner
shall be admitted as a Partner to the Partnership and this Agreement shall be
amended to the extent necessary to reflect such appointment and admission and
removal and a certificate of amendment to the Certificate shall be filed in
accordance with the Act. The General Partner agrees to execute and deliver such


                                      -29-



further instruments and do such further acts and things as may be required to
carry out the intent of this Section 7.5, including without limitation
effectuating the admission to the Partnership of any successor General Partner
appointed hereunder, but the failure to do so shall not influence the
effectiveness of the removal of such General Partner or the admission of such
successor General Partner. Any person who shall become an additional or
successor general partner of the Partnership in accordance with this Agreement
is hereby expressly authorized and directed to continue the business of the
Partnership, subject to the terms and conditions of this Agreement.

     (e) If AMRM requests that FEP be removed as the General Partner and
appoints an Affiliated Person of AMRM as a successor General Partner, AMRM shall
transfer a portion of its capital account to such new General Partner so that
after giving effect thereto such new General Partner will have a Percentage
Interest of 1% and FEP's interest as a General Partner will be converted into a
limited partnership interest hereunder. In all other instances, a General
Partner that is removed as a General Partner pursuant to this Section 7.5 shall
assign all of its right, title and interest in and to the Partnership to the
successor General Partner appointed pursuant to Section 7.5.

                                    ARTICLE 8

                        CERTAIN COVENANTS OF THE PARTNERS

     8.1 FRES Affiliates

     (a) FEP, and each other FRES Affiliate party hereto, agrees that:

               (i) no FRES Affiliate will at any time any FRES Affiliate is a
     Partner, directly or indirectly:

               (A)  establish, enter into, be employed by or for, advise,
                    consult with or become an owner or part of, or provide
                    financing to, any Person, other than the Partnership, that
                    provides or engages in the business of any Prohibited
                    Service anywhere in the United States;

               (B)  other than FEP in its capacity as the General Partner and
                    the Manager in its capacity as the Manager under the
                    Management Agreement, in any way provide or engage in the
                    business (for itself or himself or for any other Person
                    whether as a shareholder, owner, partner, joint venturer,
                    manager, independent contractor, consultant, advisor,
                    representative or otherwise) of providing any Prohibited
                    Service anywhere in the United States; or

               (C)  otherwise compete with the Partnership;

          provided, however, that notwithstanding the provisions of clauses (A)
          and (B) of this paragraph (i): (1) each of FEP and Dolphin may be a
          Partner; (2) each of the Principals may be an officer and director and
          a stockholder of any Partner and of FRES, provided such Partner and
          FRES are not in violation of the provisions of this Section 8.1; and
          (3) each of the Principals may be an officer and a director


                                      -30-



          and a stockholder of the Manager, provided that the Manager does not
          engage in any activity or business other than providing management
          services to the Partnership pursuant to the Management Agreement and
          activities and businesses permitted by the Management Agreement and is
          not in violation of the provisions of this Section 8.1; and (4) FRES
          may continue to engage in its Rescue Program until such program and
          the assets related thereto are transferred pursuant to Section 10.4 of
          the Contribution Agreement; and

               (ii) no FRES Affiliate will at any time any during the Restricted
     Period, directly or indirectly:

               (A)  establish, enter into, be employed by or for, advise,
                    consult with or become an owner or part of or provide
                    financing to, any Person that provides or engages in the
                    business of any Prohibited Service anywhere in the
                    Restricted Area;

               (B)  in any way provide or engage in the business (for itself or
                    himself or for any other Person whether as a shareholder,
                    owner, partner, joint venturer, manager, independent
                    contractor, consultant, advisor, representative or
                    otherwise) of providing any Prohibited Service anywhere in
                    the Restricted Area; or

               (C)  otherwise compete with the Partnership, or its successors or
                    assigns, in any business or activity in which the
                    Partnership was engaged at such time as the last FRES
                    Affiliate ceased to be a Partner of the Partnership;

          provided, however, that each of the Participants may be employed by,
          or otherwise engaged by or affiliated with any Person if the total
          annual revenues of such Person (including the revenues of its
          subsidiaries and affiliates) arising out of providing Competitive
          Services and providing and managing ambulance services is less than
          10% of the total annual revenues of such Person (including the
          revenues of its subsidiaries and affiliates), provided that such
          Principal is not involved, directly or indirectly, in any Prohibited
          Service other than on an incidental basis.

               (iii) no FRES Affiliate will at any time any FRES Affiliate is a
     Partner, and no FRES Affiliate will at time during the Restricted Period
     solicit for hire any Person who is employed by the Partnership or any of
     its successors or assigns or any Person who is employed by the Manager who
     becomes an employee of the Partnership, any Affiliated Person of the
     Partnership or any of their respective successor or assigns;

               (iv) no FRES Affiliate will:

               (A)  at any time any FRES Affiliate is a Partner, hire any Person
                    who is employed by the Partnership; and


                                      -31-



               (B)  at any time during the one year period following the first
                    date on which no FRES Affiliate is a Partner (regardless of
                    the reasons why no FRES Affiliate is a Partner) hire any
                    Person who has a written employment agreement with the
                    Partnership or any of its Affiliated Persons or any their
                    respective successors or assigns, provided, however, that
                    during such one year period any FRES Affiliate may hire any
                    such Person who, after FEP ceases to be the General Partner,
                    (1) has been terminated without cause by the Partnership,
                    any Affiliated Person of the Partnership or any of their
                    respective successors or assigns or (2) has ceased to be an
                    employee of the Partnership in connection with any
                    relocation of the principal headquarters of the Partnership
                    from Mount Dora, Florida.

               (v) no FRES Affiliate will:

               (A)  at any time any FRES Affiliate is a Partner, knowingly call
                    upon any Person who is a customer or potential customer of
                    the Partnership, other than on behalf of the Partnership;
                    and

               (B)  thereafter, knowingly call upon any Person, which has been
                    identified to FEP as of the Option Closing Date as a
                    customer or potential customer of the Partnership, for the
                    purpose of providing any service competitive to any service
                    provided by the Partnership other than (1) any such
                    potential customer who has not become a customer of the
                    Partnership during the Restricted Period and (2) any such
                    Person who at that time is not and has not been within the
                    six months prior to such time a customer of the Partnership;
                    and

               (vi) other than on behalf of the Partnership, (A) at any time any
     FRES Affiliate is a Partner, no FRES Affiliate will call upon any Person
     who is or has been a potential acquisition candidate of the Partnership and
     (B) during the Restricted Period, no FRES Affiliate will at any time call
     upon any acquisition candidate of the Partnership who was either called
     upon by any FRES Affiliate while any FRES Affiliate was a Partner or for
     which any FRES Affiliate made an acquisition analysis for the Partnership.

     If a closing of the Put Option or the Call Option does not occur pursuant
to Section 11 and the Partnership is dissolved either pursuant to the mutual
agreement of Dolphin, AMRM and the General Partner or pursuant to clause (iii)
of Section 12.1, then the provisions of clauses (ii)-(vi) of Section 8.1(a)
shall cease to apply following the date of such dissolution of the Partnership.

     Ownership of not more than one percent of the capital stock of a competing
business, whose stock is traded on a national securities exchange or
over-the-counter shall not, in and of itself, constitute a violation of this
Section 8.1.


                                      -32-



     Because of the difficulty of measuring economic losses to the Partnership
and the Partners who are not FRES Affiliates as a result of the breach of any of
the foregoing covenants, and because of the immediate and irreparable damage
that would be caused to the Partnership and the Partners who are not FRES
Affiliates for which they may have no other adequate remedy, each FRES Affiliate
agree that, in the event of a breach by it of any of the covenants set forth in
this Section 8.1(a), the Partnership and each Partner who is not FRES Affiliate
may, at its option, in addition to obtaining any other remedy or relief
available to them (including without limitation damages at law), enforce the
provisions of this Section 8.1(a) by injunction and other equitable relief.

     (b) The covenants in Section 8.1(a) are severable and separate, and the
unenforceability of any specific covenant shall not affect the provisions of any
other covenant. In the event any court of competent jurisdiction shall determine
that the scope, time or territorial restrictions set forth in Section 8.1(a) are
unreasonable, then it is the intention of the parties that such restrictions be
enforced to the fullest extent which the court deems reasonable, and the
provisions of Section 8.1(a) shall thereby be reformed.

     (c) The time periods described in Section 8.1(a) shall be computed by
excluding any time during which any FRES Affiliate is in violation of any
provision of Section 8.1(a) and any time during which there is pending in any
court of competent jurisdiction any action (including any appeal from any
judgment) brought by any person, whether or not a party to this Agreement, in
which action the Partnership or any other Partner seeks to enforce the covenants
contained in Section 8.1(a) or in which any person contests the validity or
enforceability of any such covenant or seeks to avoid the performance or
enforcement of any such covenant.

     (d) The provisions of this Section 8.1 shall inure to the benefit and shall
be enforceable by the Partnership and its successors and assigns and any Partner
who is not an FRES Affiliate and its successors and assigns.

     8.2 AMRM.

     (a) American, AMRM and other subsidiaries of American are engaged in and
have interests in, and in the future may engage in and have interests in other
business ventures of every kind and description, independently or with others,
including ventures that are competitive with the Partnership, without having or
incurring any obligation to offer to the Partnership or any other Partner any
interest or opportunity to participate in such venture, except as otherwise
provided in Section 8.2(b). Neither the Partnership nor the other Partners shall
have any rights in or to such venture or the income or profits therefrom.

     (b) During the period from the date hereof until the earlier of (i) the
Option Closing Date, (ii) the date of dissolution of the Partnership pursuant to
the mutual agreement of Dolphin, the General Partner and AMRM and (iii) the date
of dissolution of the Partnership pursuant to clause (iii) of Section 12.1,
neither American, nor AMRM nor any other subsidiary of American:

               (A) will enter into any agreement to provide Competitive Services
          without first offering the Partnership the opportunity to provide such
          Competitive Services through the Partnership; provided, however, that
          neither American nor


                                      -33-



          AMRM nor any other subsidiary of American shall be required to offer
          the Partnership the opportunity to provide Competitive Services to any
          hospital with which it has a relationship pursuant to which it
          provides substantial management or transport services as of the date
          hereof or to provide Competitive Services provided by any Person or
          business acquired by American, AMRM or other subsidiary of American
          after the date hereof if such Competitive Services do not represent
          substantially all of the business acquired in connection with such
          acquisition; or

               (B) acquire any other Person, or the business of any other
          Person, which is engaged primarily in the business of providing
          Competitive Services if the General Partner has first identified, and
          entered into substantive negotiations with respect to, such
          acquisition without first offering the Partnership the opportunity to
          make such acquisition.

     If American, AMRM, or any other subsidiary of American is required by this
Section 8.2(b) to offer the Partnership the opportunity to provide Competitive
Services to a hospital or to make an acquisition, such Person shall give to the
General Partner a Notice describing the Competitive Services it proposes to
offer or, in the case of a proposed acquisition, the opportunity to make an
offer to make such acquisition. The General Partner shall have the right for a
period of 15 Business Days after the date on which the Notice is given to
provide Notice to American and AMRM in that the Partnership is interested in
providing such Competitive Services or in making such acquisition. If the
General Partner provides Notice to American and AMRM that the Partnership is
interested in providing such services or making an offer for such acquisition,
American shall provide reasonable assistance to the Partnership in making a
proposal to provide such Competitive Services or in making such offer in the
case of an acquisition and shall use reasonable efforts to encourage such
hospital or the other party to the acquisition to accept the Partnership's
proposal. If the General Partner indicates that the Partnership is not
interested in providing such services or making such acquisitions or fails to
respond within the 15 Business Day period described above or if such hospital is
not willing to permit the Partnership to provide such Competitive Services or
the other party to such proposed acquisition does not accept the Partnership's
proposal then American, AMRM and any other subsidiary of American may provide
Competitive Services to such hospital or proceed with such acquisition as
substantially the same terms and conditions presented to the General Partner.

     (c) Neither American nor AMRM nor any other subsidiary of American will at
any time both (i) AMRM or any other subsidiary of American is a Partner and (ii)
any FRES Affiliate is a Partner, (A) solicit for hire, or hire any Person who is
employed by the Partnership and who is listed on Schedule 8.2, as updated by FEP
from time to time by Notice to AMRM, without the prior written consent of FEP or
(B) knowingly call upon any Person which at that time is, or within the
six-month period prior to that time has been, a customer of the Partnership for
the purpose of providing Competitive Services within 100 miles of any area in
which the Partnership provides Competitive Services.

     (d) Because of the difficulty of measuring economic losses to the
Partnership as a result of the breach by American, AMRM and any other subsidiary
of American of any of the foregoing covenants of this Section 8.2, and because
of the immediate and irreparable damage


                                      -34-



that would be caused to the Partnership for which it may have no other adequate
remedy, the Partnership may, at its option, in addition to obtaining any other
remedy or relief available to it (including without limitation damages at law),
enforce the provisions of this Section 8.2 by injunction and other equitable
relief.

     8.3 No Dissolution. Without the consent of all of the Partners, no Partner
shall take any actions, or permit any actions within its control to be taken,
that would cause the dissolution of the Partnership pursuant to the Act.

     8.4 No Resignation. No Partner shall have the right to resign as a Partner
of the Partnership and no Partner shall have the right to demand a return of
capital.

     8.5 Withdrawal. Except upon transfer of the FRES Affiliate Interest or upon
a transfer permitted under Section 10.1 in the Partnership and the admission of
transferees as a substitute Partner in compliance with Article 11, no Partner
shall have the right to withdraw from the Partnership except with the approval
of all of the Partners.

                                    ARTICLE 9

                          LIABILITY AND INDEMNIFICATION

     9.1 Liability of the General Partner. Except to the extent otherwise
provided by applicable law or as set forth in the Contribution Agreement or the
Management Agreement neither the General Partner nor any of its Affiliated
Persons shall have any liability to the Partnership or to any Limited Partner
for any loss suffered by the Partnership which arises out of any action or
inaction of such Partner or its Affiliated Persons, if (a) such course of
conduct did not constitute fraud, gross negligence or wilful misconduct of such
Person and (b) such course of conduct did not constitute a material violation of
this Agreement. Notwithstanding any provision in this Agreement to the contrary,
no FRES Affiliate shall have any obligation or duty, as a general partner of the
Partnership or otherwise, to notify any Partner that any facts or circumstances
may give rise to a claim by the Partnership against any FRES Affiliate under the
Contribution Agreement; provided, however, that (i) the foregoing provisions of
this sentence shall not relieve or excuse FEP from its obligations to maintain
and provide information to the Partners as expressly required by this Agreement
and (ii) if AMRM identifies a claim of the Partnership against any FRES
Affiliate, FEP, as the general partner of the Partnership, shall take such
action in the name of and on behalf of the Partnership as may be reasonably
requested by AMRM, without the consent of any other Partner of the Partnership.

     9.2 Indemnification.

     (a) To the fullest extent permitted by applicable law, the General Partner
and its Affiliated Persons shall be indemnified by the Partnership (out of
Partnership assets only) for any loss, damage or claim by reason of any act or
omission performed or omitted by it on behalf of the Partnership in a manner
reasonably believed to be within the scope of the authority conferred on it by
this Agreement, except that no such Person shall be entitled to be indemnified
in respect of any loss, damage or claim incurred by it by reason of gross
negligence or wilful misconduct


                                      -35-



with respect to such acts or omissions or in respect of any loss, damage or
claim resulting from a material violation of this Agreement by the General
Partner.

     (b) To the fullest extent permitted by applicable law, the Limited Partners
shall be indemnified by the General Partner for any loss, damage or claim
incurred by it by reason of either the General Partner's gross negligence or
willful misconduct or resulting from material violation of this Agreement by the
General Partner.

                                   ARTICLE 10

                       TRANSFERS OF PARTNERSHIP INTERESTS

     10.1 General Limitations. Other than pursuant to Article 11, no Partner
shall sell, transfer, pledge or otherwise encumber its interest in the
Partnership, or in the assets or profits therefrom, without the prior approval
of each other Partner, which approval any Partner may withhold in its discretion
for any reason. Each Partner shall take appropriate steps to insure that the
shareholders of, or other holders of equity interest in, such Partner shall not
suffer or permit any transfer of or encumbrance upon their shares of stock or
other equity interests in such Partner, without the prior approval of each other
Partner, which approval any Partner may withhold in its sole discretion for any
reason. Notwithstanding the foregoing provisions of this Section 10.1, (i) any
interest in the Partnership or portion thereof and any interest in any Partner
may be pledged to secure indebtedness to bona fide creditors incurred by
American or any of its Affiliated Persons and nothing in this Section 10.1 shall
prohibit any such pledgee from realizing on such pledge or any Person from
transferring such interest in connection therewith or subsequent to such
realization, (ii) any interest in the Partnership or portion thereof may be
transferred to American or any Affiliated Person of American and (iii) subject
to Section 7.5 and Section 7.6(b) of the Contribution Agreement, any of the FRES
Participants may sell, transfer or pledge (or agree to sell, transfer or pledge)
its shares in FRES and FEP and its partnership interest in Dolphin to any other
Principal or Entity wholly owned by one or more Principals. References to "AMRM"
herein shall be deemed to be references to any permitted transferee of AMRM or
its permitted transferees transference.

     10.2 Right of First Refusal. If any Limited Partner (a "Selling Partner")
proposes to sell or otherwise transfer its interest in the Partnership or the
assets or profits therefrom (the "Offered Interest") other than pursuant to
Article 11, the Selling Partner shall first offer to the other Limited Partner
the right to purchase the Offered Interest as follows:

          (a) The Selling Partner shall give written notice (the "Offer Notice")
     to the other Limited Partner, which notice shall include a copy of a bona
     fide offer to purchase the Offered Interest from a bona fide purchaser
     specifying the complete terms and conditions of such proposed purchase (the
     "Offered Terms"), the name and address of the proposed purchaser (the
     "Proposed Purchaser") and evidence that the Proposed Purchaser has the
     financial ability to consummate the proposed purchase on the Offered Terms,
     a written offer by the Selling Partner to sell the Offered Interest to the
     other Limited Partner, or its designee, on the Offered Terms, and a date
     and time for closing the sale to the other Limited Partner, or its
     designee, if such offer is accepted by it, which date shall not be fewer
     than 60 nor more than 75 days from the date the Offer Notice is given.


                                      -36-



          (b) Within 30 days after the Selling Partner gives such notice, the
     other Limited Partner shall notify the Selling Partner whether it, or its
     designee, will purchase the Offered Interest on the Offered Terms.

          (c) If the other Limited Partner or its designee accepts such offer
     within such 30-day period, the closing of the sale of the Offered Interest
     by the Selling Partner to the other Limited Partner, or its designee, if
     any, shall take place at the offices of the Partnership at the time
     designed in the Offer Notice.

          (d) Subject to the requirement set forth in Section 10.1 of approval
     by each Partner for a sale of any interest in the Partnership, if the other
     Limited Partner notifies the Selling Partner that neither it nor its
     designee will accept such offer or if the other Limited Partner fails to
     respond within such 30-day period, the Selling Partner may proceed to sell
     the Offered Interest on, and in strict accordance with, the Offered Terms
     to the Proposed Purchaser within the 60-day period following after the
     termination of the 30-day period specified above. Notification to the
     Selling Partner that a Limited Partner will not accept any such offer and
     failure by any Limited Partner to respond within such 30-day period shall
     not be construed or deemed to be a consent or approval to transfer or sale
     of any interest in the Partnership.

     10.3 Obligations and Rights of Transferees and Assignee. Any Person who
acquires in any manner whatsoever the Partnership interest (or any part thereof)
of any Partner in the Partnership, irrespective of whether such Person has
accepted and assumed in writing the terms and provisions of this Agreement,
shall be deemed, by acceptance of the benefit of the acquisition thereof, to
have agreed to be subject to and bound by all of the obligations of this
Agreement, with the same force and effect as any predecessor in interest in the
Partnership, shall have only such rights as are provided in this Agreement, and,
without limiting the generality of the foregoing, such Person shall not have the
value of his interest separately ascertained or receive the value of such
interest, or, in lieu thereof, profits attributable to any right in the
Partnership, except as set forth in this Agreement.

     10.4 Non-Recognition of Certain Transfers. Notwithstanding any other
provision of this Agreement, any transfer, sale, alienation, assignment,
encumbrance or other disposition in contravention of any of the provisions of
this Agreement shall be void and ineffective, and shall not bind, or be
recognized by, the Partnership.

     10.5 Required Amendments: Continuation. If and to the extent any transfer
of an interest in the Partnership is permitted hereunder, this Agreement shall
be amended to reflect the admission to the Partnership of the transferee Partner
and the elimination of the transferor Partner.


                                      -37-



                                   ARTICLE 11

                                CALL/PUT OPTIONS

     11.1 Call Option. Each of FEP and Dolphin hereby grants an irrevocable
option (the "Call Option") to AMRM, or its designee or designees, to purchase
all of the interests of FEP and Dolphin in the Partnership (collectively, the
"FRES Affiliates Interest"):

          (a) at any time during the period July 1, 2001 through December 31,
     2006;

          (b) at any time prior to July 1, 2001 that American, AMRM or any other
     subsidiary of American elects not to comply with the provisions of Section
     8.2(b);

          (c) at any time prior to July 1, 2001 after FEP ceases to be a Partner
     in violation of this

          (d) at any time prior to July 1, 2001, if:

               (i) any FRES Affiliate has materially violated this Agreement or
     the Management Agreement and such violation has not been rectified or cured
     to the reasonable satisfaction of AMRM within 30 days after Notice thereof
     has been given by AMRM to such FRES Affiliate containing reasonably
     specific details of such violation and describing necessary corrective
     action, if possible to rectify or cure such violation; or

               (ii) any FRES Affiliate has materially violated the Contribution
     Agreement (other than a violation that is reasonably being contested by
     such FRES Affiliate) and such violation has not been rectified or cured to
     the reasonable satisfaction of AMRM within 30 days after Notice thereof has
     been given by AMRM to such FRES Affiliate containing reasonably specific
     details of such violation and describing necessary corrective action, if
     possible to rectify or cure such violation.

          (e) at any time prior to July 1, 2001, pursuant to Section 7.5(b).

     The Call Option may be exercised by delivery of Notice (the "Call Notice")
to FEP stating that AMRM or its designee has elected to exercise the Call
Option. Within the 30 day period to the date on which AMRM exercises the Call
Option, AMRM may conduct a due diligence investigation of the Partnership and in
connection therewith the General Partner shall, upon request of AMRM, in
addition to the information and access required to be provided to AMRM pursuant
to Section 6.2(b), afford to AMRM and its representatives access to all
properties, sites, books and records of the Partnership and such other
information as AMRM may reasonably request and will cooperate with AMRM and its
representatives in AMRM's due diligence investigation of the Partnership and its
business. FEP and Dolphin and all of the direct and indirect, beneficial and
record owners of interests in Dolphin and FEP (unless otherwise consented to by
AMRM) will execute and deliver to AMRM, or its designee or designees, a
Representation Agreement in substantially the form of Exhibit D (the
"Representation Agreement") within 15 days following the request of AMRM, which
request may be made prior to the commencement of AMRM's due diligence
investigation of the Partnership, and, immediately prior to the delivery of the
Call Notice, such Persons shall, at the request of


                                      -38-



AMRM, execute and deliver to AMRM, a certificate to the effect that the
representations and warranties set forth in the Representation Agreement are
true and correct as of the date of such Representation Agreement and as of the
date of the Call Notice as though made on and as of such date unless otherwise
noted in such certificate.

     11.2 Put Option. AMRM hereby grants an irrevocable option (the "Put
Option") to Dolphin and FEP to sell to AMRM, or its designee or designees, the
FRES Affiliates Interest at the Option Price exercisable:

          (a) at any time during the period October 1, 2001 through December 31,
     2006;

          (b) if a Change of Control has occurred prior to September 1, 2001,
     within the 30-day period following such Change of Control;

          (c) at any time prior to October 1, 2001:

               (i) if AMRM or any Affiliated Person of AMRM appointed by AMRM as
     a successor General Partner pursuant to Section 7.5 has materially violated
     this Agreement, American or any of its subsidiaries shall have materially
     violated Section 8.2 or any Affiliated Person of AMRM appointed as a
     manager of the Partnership pursuant to Section 7.5 has materially violated
     any management agreement between such Affiliated Person of AMRM and the
     Partnership entered into pursuant to Section 7.5, in each case which
     violation has not been rectified or cured to the reasonable satisfaction of
     FEP within 30 days after Notice thereof by FEP to AMRM containing
     reasonably specific details of such violation and describing necessary
     corrective action, if possible to rectify or cure such violation, then
     within the 60 day period following such 30 day period, provided that no
     material violation by American, AMRM or any other subsidiary of American of
     Section 8.2 shall be deemed to be a material violation of this Agreement if
     AMRM, or its designee, elects to exercise the Call Option;

               (ii) if AMRM or American has materially violated the Contribution
     Agreement, other than a violation that is reasonably being contested by
     AMRM or American, and such violation has not been rectified or cured to the
     reasonable satisfaction of FEP within 30 days after Notice thereof by FEP
     to AMRM containing reasonably specific details of such violation and
     describing necessary corrective action, if possible to rectify or cure such
     violation, then within the 60 day period following such 30 day period; or

               (iii) within the 60 day period following the first date on which
     all of the outstanding capital stock of AMRM ceases to be owned, directly
     or indirectly, by American or by any other Person who owns such capital
     stock as a result of any pledge thereof not prohibited by Section 10.1.

     The Put Option shall be exercised by delivery of a Notice (the "Put
Notice") to AMRM stating that FEP and Dolphin have elected to exercise the Put
Option. Contemporaneously with the delivery of the Put Notice, the FRES
Participants shall execute and deliver to AMRM the Representation Agreement.
Within the 30 day period following the receipt by AMRM of the Put


                                      -39-



Notice, AMRM may conduct a due diligence investigation of the Partnership and in
connection therewith the General Partner shall, upon request of AMRM, in
addition to the information and access required to be provided to AMRM pursuant
to Section 6.2(b), afford to AMRM and its representatives access to all
properties, sites, books and records of the Partnership and such other
information as AMRM may reasonably request and will cooperate with AMRM and its
representatives in AMRM's due diligence investigation of the Partnership and its
business.

     11.3 Determination of Measured Earnings. Within 10 Business Days after the
date of the Call Notice or the Put Notice, as the case may be, the General
Partner shall furnish to AMRM (and if FEP is not the General Partner, Dolphin) a
statement setting forth the calculation Measured Earnings for the Measurement
Period. If AMRM (or Dolphin, if FEP is not the General Partner) disputes the
calculation of Measured Earnings for the Measurement Period as reflected in such
statement, such Person shall have the right to request that the Accountants
audit the financial results of the Partnership for the Measurement Period and
determine Measured Earnings, by giving Notice to the other Partners within 10
Business Days after receipt of such statement. The General Partner shall cause
the Accountants to audit such financial results and determine Measured Earnings
within 20 Business Days from the receipt of any such Notice. AMRM, FEP and
Dolphin shall be bound by the Accountants' determination of Measured Earnings.
If the determination of Measured Earnings by the Accountants differs materially
from the calculation of Measured Earnings as initially furnished by the General
Partner the fees and expenses of the Accountants shall be paid by the Persons
who did not dispute the calculation of Measured Earnings and otherwise shall be
paid by the Persons who disputed the calculation of Measured Earnings.

     11.4 Closing.

     (a) The closing of the sale of the FRES Affiliates Interest pursuant to
Sections 11.1 or 11.2 shall take place 45 Business Days from the date the Call
Notice or the Put Notice is given, as the case may be (or if such date is not a
Business Day, the next succeeding Business Day), (but not before any waiting
period under the HSR Act applicable to the consummation of the transactions
contemplated by this Article 11 shall have expired or been terminated and the
date of the determination of Measured Earnings pursuant to Section 11.3) (the
"Option Closing Date"), at 10:00 a.m. (local time) at the principal office of
the Partnership, or at such other time and location as Dolphin and AMRM may
mutually determine. At the closing, (i) Dolphin and FEP and all of the direct
and indirect, beneficial and record owners of interests in Dolphin and FEP
(unless otherwise consented to by AMRM) shall execute and deliver to AMRM, or
its designee or designees, a Transfer Agreement in the form of Exhibit E (the
"Transfer Agreement") and (ii) AMRM shall pay to Dolphin and FRES an aggregate
amount equal to the Option Price, in cash by wire transfer or other immediately
available funds.

     (b) AMRM or its designee or designees shall not be required to purchase the
FRES Affiliates Interest pursuant to the exercise of the Call Option after the
Call Option has been exercised if : (i) there has been a Material Adverse Change
after the date of the Call Notice (other than a Material Adverse Change caused
by an event specified in Sections 11.2(b) or (c)); (ii) any representation or
warranty set forth in the Representation Agreement, the certificate delivered
pursuant to Section 11.1 or the Transfer Agreement is not true and correct or
cannot be made; (iii) if any FRES Affiliate has materially violated any material
provision of this


                                      -40-



Agreement, the Management Agreement or the Contribution Agreement, and such
violation is not rectified or cured to the reasonable satisfaction of AMRM
within 30 days after notice thereof to such FRES Affiliate containing reasonably
specific details of such violation and describing necessary corrective action,
if possible to rectify or cure such violation; (iv) if any FRES Affiliate has
not obtained any consent or approval under any agreement, or other instrument to
which it or the Partnership is a party or is otherwise subject or with respect
to any license, permit or certificate of need, in each case which would prohibit
the consummation of the transactions contemplated by this Article 11 or the
continuation of the business of the Partnership after such purchase, or which
would be subject to cancellation, termination or acceleration, (except for such
failure to obtain consents or approvals that would not, individually or in the
aggregate, have a material adverse effect on the business, assets, financial
condition or results of operations of the Partnership) or under which the
Partnership would suffer the loss of any material right or benefit or the
imposition of any material penalties or other remedies as a result of such
purchase or the continuation of the business after such purchase; or (v) Dolphin
and FEP fail to deliver on or prior to the Option Closing Date to American and
AMRM and its designee or designees an opinion of counsel satisfactory to AMRM in
substantially the form of Exhibit F in form and substance satisfactory to AMRM.

     (c) AMRM or its designee or designees shall not be required to purchase the
FRES Affiliates Interest pursuant to the exercise of the Put Option after the
Put Option has been exercised if: (i) there has been a Material Adverse Change
before, on or after the date of the Put Notice (other than a Material Adverse
Change caused by an event specified in Sections 11.2(b) or (c)); (ii) any
representation or warranty set forth in the Representation Agreement or the
Transfer Agreement is not true and correct or cannot be made; (iii) if any FRES
Affiliate has materially violated any material provision of this Agreement, the
Management Agreement or the Contribution Agreement, and such violation is not
rectified or cured to the reasonable satisfaction of AMRM within 30 days after
notice thereof to such FRES Affiliate containing reasonably specific details of
such violation and describing necessary corrective action, if possible to
rectify or cure such violation; (iv) if any FRES Affiliate has not obtained any
consent or approval under any agreement, or other instrument to which it or the
Partnership is a party or is otherwise subject or with respect to any license,
permit or certificate of need, in each case which would prohibit the
consummation of the transactions contemplated by this Article 11 or the
continuation of the business of the Partnership after such purchase, or which
would be subject to cancellation, termination or acceleration, (except for such
failure to obtain consents or approvals that would not, individually or in the
aggregate, have a material adverse effect on the business, assets, financial
condition or results of operation of the Partnership) or under which the
Partnership would suffer the loss of any material right or benefit or the
imposition of any material penalties or other remedies as a result of such
purchase or the continuation of the business after such purchase; or (v) Dolphin
and FEP fail to deliver on or prior to the Option Closing Date to American and
AMRM and its designee or designees an opinion of counsel reasonably satisfactory
to AMRM, in substantially the form of Exhibit F in form and substance reasonably
satisfactory to AMRM.

     (d) No Person shall be required to consummate the transactions contemplated
by this Article 11 if : (i) any waiting period applicable to the consummation of
the transactions contemplated by this Article 11 has not expired or been
terminated; or (ii) any temporary restraining order, preliminary or permanent
injunction or other order issued by any court or other


                                      -41-



legal restraint prohibiting the consummation of the transactions contemplated by
this Article 11 shall be in effect or any proceeding seeking any of the
foregoing shall be pending or the consummation of the transactions contemplated
by this Article 11 shall be illegal under any action, statute, rule, regulation
or order.

     (e) Any Person who is to acquire a limited partnership interest in the
Partnership pursuant to this Article 11 shall be admitted as a substitute
limited partner to the Partnership and the transferor of such interest shall
withdraw as a Partner and, effective upon such withdrawal, the transferor shall
not have any interest in the Partnership or any profits or assets of the
Partnership and the Partners hereby consent to such admission and withdrawal.
Any Person who is to acquire a general partnership interest in the Partnership
pursuant to this Article 11 shall be admitted as a general partner of the
Partnership and immediately thereafter the transferor of such interest shall
withdraw as a Partner and, effective upon such withdrawal, the transferor shall
not have any interest in the Partnership or any profits or assets of the
Partnership and the Partners hereby consent to such admission and withdrawal.
Each FRES Affiliate agrees that it will execute, and will causes its
stockholders or other holders of equity interests in it, to execute and deliver
such additional documents and instruments as may be reasonably necessary to
effect the sale of the FRES Affiliates Interest and its withdrawal as a Partner
of the Partnership as contemplated by this Article 11.

     (f) Each FRES Affiliate and AMRM will use its reasonable efforts to obtain
prior to the Option Closing Date, all consents and approvals under any
agreement, or other instrument to which it or the Partnership is a party or is
otherwise subject and with respect to any license, permit or certificate of
need, in each case which would prohibit the purchase of the FRES Affiliates
Interest contemplated hereby or the continuation of the business of the
Partnership after such purchase, which would be subject to cancellation,
termination or acceleration, or under which the Partnership would suffer the
loss of any right or benefit or the imposition of any penalties or other
remedies on the Partnership as a result of such purchase or the continuation of
the business of the Partnership after such purchase. If any such consent or
approval is not obtained, and AMRM elects to purchase the FRES Affiliates
Interest, at the request of AMRM Dolphin and FEP will assign, on the Option
Closing Date, all of their right to the profits and losses and distributions
from the Partnership to AMRM, or its designee, the Transfer Agreement shall be
modified to describe such transaction, and Dolphin and FEP shall continue as
Partners of the Partnership until such consent or approval is obtained, at which
time they shall withdraw as a Partner. To the fullest extent permitted by
applicable law, the Partnership shall indemnify FEP for any action or omission
taken by it as General Partner upon the written instructions of AMRM, or its
designee, after such interest in such profits and losses and distributions are
assigned to AMRM or such designee.

     (g) On or before the Option Closing Date, FEP, Dolphin, the Partnership and
AMRM will use their reasonable efforts to have each FRES Affiliate released from
any personal guarantee of indebtedness for money borrowed by the Partnership and
in the event that such release is not obtained with respect to any Principal,
AMRM and the Partnership will indemnify such FRES Affiliate from all losses,
damages, claims and actions on account of such guarantee.

     11.5 Transferees. For purposes of this Article 11, if all or any portion of
the interest of the Dolphin or FEP has been transferred in accordance with the
terms of this Agreement prior to


                                      -42-



the exercise of the Call Option or the Put Option, references to Dolphin or FEP,
as the case may be, shall be deemed to include all transferees of such interest
or portion thereof.

                                   ARTICLE 12

                                   TERMINATION

     12.1 Events of Dissolution/Reconstitution.

     (a) The Partnership shall be dissolved and its affairs wound up upon the
occurrence of any of the following events:

               (i)  a decision of all of the Partners to dissolve the
                    Partnership;

               (ii) the General Partner ceases for any reason under the Act to
                    be a general partner of the Partnership, including without
                    limitation as result of any event specified in Section
                    17-402(a)(4) of the Act, unless (A) at the time there is at
                    least one other General Partner of the Partnership
                    (including any successor General Partner appointed pursuant
                    to Section 7.5) in which or case the business of the
                    Partnership shall be continued by the remaining General
                    Partners(s) or (B) within 90 days after the occurrence of
                    such withdrawal at least a majority in interest of the
                    remaining Partners agree in writing to continue the business
                    of the Partnership and to the appointment, effective as of
                    the date of such withdrawal of one or more additional
                    general partners; and

               (iii) at 12:00 midnight on the date of termination specified in
                    Section 2.4.

               Nothing contained in this Section 12.1 is intended to exonerate
               the General Partner from liability to the Partnership or the
               other Partners if it voluntarily dissolves the Partnership or for
               any other violation of this Agreement.

     (b) Dissolution of the Partnership shall be effective on the day on which
the event occurs giving rise to the dissolution, but the Partnership shall not
terminate until the assets of the Partnership shall have been distributed as
provided herein and a certificate of cancellation shall have been filed with the
Secretary of State of Delaware.

     12.2 Application of Assets. In the event of dissolution the Partnership
shall conduct only such activities as are necessary to wind up its affairs
(including the sale of the assets of the Partnership in an orderly manner), and
the assets of the Partnership shall be applied in the manner and in the order of
priority set forth in Section 4.9(b).


                                      -43-



                                   ARTICLE 13

                                  MISCELLANEOUS

     13.1 Notices.

     (a) Any and all notices, consents, approvals, offers, elections and other
communications required or permitted under this Agreement ("Notice") shall be in
writing and shall be deemed to be given in writing (including telex, telecopy or
similar transmission) addressed as provided below (or at such other address as
the addressee shall have specified by notice actually received by the addressor)
and if either (a) actually delivered in fully legible form, to such address
(evidenced in the case of a telex by receipt of the correct answerback) or (b)
in the case of a letter, five days shall have elapsed after the same shall have
been deposited in the United States mails, with first-class postage prepaid and
registered or certified.

     If to the General Partner or Dolphin, to it

     141 Waterman Avenue
     Mount Dora, Florida 32757
     Attn: Seth Ellis

     with a copy to:

     Cox & Smith
     112 East Pecan Street, Suite 1800
     San Antonio, Texas 78205
     Attn: Steven A. Elder

     If to AMRM, to

     American Medical Response Management, Inc.
     c/o American Medical Response, Inc.
     2821 South Parker Road
     Aurora, Colorado 80014
     Attn: Chief Financial Officer

     with copies to:

     American Medical Response, Inc.
     2821 South Parker Road
     Aurora, Colorado 80014
     Attn: General Counsel

     Ropes & Gray
     One International Place
     Boston, Massachusetts 02110
     Attn: Ann L. Milner, Esq.


                                      -44-



     13.2 Word Meanings. The words such as "herein", "hereinafter", "hereof" and
"hereunder" refer to this Agreement as a whole and not merely to a subdivision
in which such words appear unless the context otherwise requires. The singular
shall include the plural and the masculine gender shall include the feminine and
neuter, and vice versa, unless the context otherwise requires.

     13.3 Execution of Papers.

     (a) The Partners agree to execute such instruments, documents, and papers
as the General Partner deems necessary or appropriate to carry out the intent of
this Agreement.

     (b) Each Partner, including each additional or substitute Partner, by the
execution of this Agreement or by agreeing in writing to be bound by the
provisions of this Agreement, irrevocably constitutes and appoints the General
Partner or any Person designated by the General Partner to act on its behalf for
purposes of this Section 13.3 its true and lawful attorney-in-fact with full
power and authority in its name, place, and stead to execute, acknowledge,
deliver, swear to, file, and record at the appropriate public offices such
documents as may be necessary or appropriate to carry out the provisions of this
Agreement, including all certificates and other instruments, and any amendment
thereof, that the General Partner deems appropriate to qualify or continue the
Partnership as a registered limited liability partnership under the Act or in
any jurisdiction in which the Partnership may conduct such business or in which
such qualification or continuation is, in the opinion of the General Partner,
necessary to protect the limited liability of the Partners. The appointment by
each Partner of the General Partner as its attorney-in-fact shall be deemed to
be a power coupled with an interest, in recognition of the fact that each of the
Partners under this Agreement will be relying upon the power of the General
Partner to act as contemplated by this Agreement in any filing and other action
by it on behalf of the Partnership, and shall survive the bankruptcy or
dissolution of any Partner giving such power and the transfer or assignment of
all or any part of such Partner's interests; provided, however, that in the
event of a transfer by a Partner of all of its interest, the power of attorney
given by the transferor shall survive such assignment only until such time as
the Assignee shall have been admitted to the Partnership as a Partner and all
required documents and instruments shall have been duly executed, filed, and
recorded to effect such admission.

     13.4 Recovery of Litigation Costs. If any legal action or other proceeding
is brought for the enforcement of this Agreement or because of an alleged
dispute or breach of any of the provisions of this Agreement, the prevailing
party shall be entitled to recover from the other party reasonable attorneys'
fees and other costs incurred in that action or proceeding in addition to any
other relief to which they may be entitled.

     13.5 Binding Provisions. The covenants and agreements contained herein
shall be binding upon, and inure to the benefit of, the heirs, legal
representatives, successors and assigns of the respective parties hereto.

     13.6 Applicable Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware. In the event of a conflict
between any provision of this Agreement and any non-mandatory provision of the
Act, the provision of this Agreement shall control and take precedence.


                                      -45-



     13.7 Separability of Provisions. Each provision of this Agreement shall be
considered and separable and if for any reason any provision or provisions
herein are determined to be invalid, unenforceable or illegal under any existing
or future law, such invalidity, unenforceability or illegality shall not impair
the operation of or affect those portions of this Agreement which are valid,
enforceable and legal.

     13.8 Section Titles. Section titles are for descriptive purposes only and
shall not control or alter the meaning of this Agreement as set forth in the
text.

     13.9 Further Assurances. The Partners shall execute and deliver such
further instruments and do such further acts and things as may be required to
carry out the intent and purposes of this Agreement.

     13.10 Entire Agreement. This Agreement and the schedules and exhibits
attached constitute the entire agreement between the parties hereto with respect
to the transactions contemplated herein, and supersede all prior understandings
or agreements between the parties.

     13.11 Waiver. The failure by any party hereto to insist upon or to enforce
any of its rights shall not constitute a waiver thereof, and nothing shall
constitute a waiver of such party's right to insist upon strict compliance with
the provisions hereof. No delay in exercising any right, power or remedy created
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or remedy by any such party preclude any other or
future exercise thereof or the exercise of any other right, power or remedy. No
waiver by any party hereto to any breach of or default in any term or condition
of this Agreement shall constitute a waiver of or assent to any succeeding
breach of or default in the same or any other term or condition hereof. Each
party hereto may waive the benefit of any provision or condition for its benefit
contained in this Agreement, but only if such waiver is evidenced by a writing
signed by such party.

     13.12 Amendment. This Agreement shall not be amended without the prior
written consent of all the Partners.

     13.13 Agreement in Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be considered an original and shall constitute
one and the same Agreement, binding upon all of the parties hereto.

     13.14 Time of the Essence. Time is of the essence with respect to this
Agreement.

     13.15 Venue. Each party submits to the jurisdiction of any state or federal
court sitting in the State of Florida, in any action or proceeding for the
enforcement of this Agreement or relating to an alleged dispute or breach of any
of the provisions of this Agreement and agrees not to bring any action or
proceeding for the enforcement of this Agreement or relating to an alleged
dispute or breach of any of the provisions of this Agreement in any other state
or federal court other than a state or federal court sitting in Orange County,
Florida; provided, however, that any party may bring any such action or
proceeding in any state or federal court sitting in the State of Florida if such
action may not be brought in or properly heard by a state or federal court
sitting in Orange County, Florida. Each party waives to the extent not
prohibited by applicable law in any such action or proceeding brought in any of
the above-named courts any claim that it is not


                                      -46-



subject personally to the jurisdiction of such court, that the suit or
proceeding is brought in an inconvenient forum or that the venue of such
proceeding is improper. Each party consents to service of process in any such
proceeding in any manner permitted by the laws of the State of Florida and
agrees that service of process by registered or certified mail, return receipt
requested, at its address specified in or pursuant to Section 13.1 is reasonably
calculated to give actual notice.


                                      -47-



     IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be
executed by a duly authorized officer as of the 24th day of July, 1996.

                                        GENERAL PARTNER:

                                        FLORIDA EMERGENCY PARTNERS, INC.


                                        By /s/ Seth Ellis
                                           -------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        AMERICAN MEDICAL RESPONSE
                                        MANAGEMENT, INC.


                                        By /s/ David Bingaman
                                           -------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        DOLPHIN LEASING, LTD.

                                        By Florida Regional Emergency
                                           Services, Inc.,
                                           General Partner


                                        By /s/ Seth Ellis
                                           -------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                      -48-



                                                                       EXHIBIT A

                               ADVISORY AGREEMENT

     THIS ADVISORY AGREEMENT (this "Agreement") is made as of the 24th day of
July 1996, by and between American Medical Response of Colorado, Inc., a
Delaware corporation (the "Advisor") and Regional Emergency Services, L.P., a
Delaware limited partnership (the "Partnership").

                                   WITNESSETH

     WHEREAS, the Partnership provides management and related services to
hospital-based ambulance services; and

     WHEREAS, the Advisor has certain expertise in providing ambulance services;
and

     WHEREAS, the Partnership wishes to retain Advisor to perform certain
advisory services for the Partnership, on the terms and conditions set forth
herein;

     NOW, THEREFORE, in consideration of the mutual covenants and promises of
the parties hereto, it is mutually agreed as follows:

1.   Engagement. The Partnership hereby retains the Advisor, and the Advisor
     hereby agrees to be retained by the Partnership to provide the services to
     the Partnership described in Section 2 upon the terms and conditions and
     for the compensation set forth herein.

2.   Advisory Services. From time to time, at the reasonable request of the
     Partnership, the Advisor will consult with the partnership in the areas of
     strategic planning and marketing.

3.   Compensation.

     a. Advisory Fee. As full compensation for the services to be rendered
hereunder pursuant to Section 2, the Advisor shall be entitled to receive an
advisory fee (the "Advisory Fee") from the Partnership at the annual rate of
$200,000 multiplied, in the case of years ending after December 1997, by the
Inflation Adjustment; provided, however, that the Advisory Fee for the calendar
year ending December 31, 1996 shall be calculated as of the term of this
Agreement commenced on July 1, 1996. The "Inflation Adjustment" for any year
shall be equal to the fraction the numerator of which is the revised Bureau of
Labor Statistics Consumer Price Index for all Items and Major Group Figures for
All Urban Consumers, U.S. City Average (1982-84=100) (the "Index") for December
of the preceding year and the denominator of which is the Index for June 1996.
If the Inflation Adjustment or another amount cannot be calculated when a
monthly payment fee is due, an estimated fee shall be paid and an appropriate
adjusting payment shall be made as soon as such adjustment can be calculated.
Appropriate modification to the Inflation Adjustment shall be made if the Index
shall cease to be updated as of the end of each calendar year. The Advisory Fee
for the calendar year ending December 31, 1996 shall be pro rated according to
the number of days from July 1, 1996 to the end of such calendar year and such
Advisory Fee for the last calendar year of the Advisor's term as a Advisor
hereunder to be pro rated according to the number of days from the beginning of
such calendar year to the


                                       -1-



termination of the Advisor hereunder. The Advisory Fee shall be payable to the
Advisor monthly in arrears, within 10 days after the end of each month.

     b. Expenses. In addition to the Advisory Fee, the Partnership shall
reimburse the Advisor for its reasonable out-of-pocket expenses incurred by the
Advisor in connection with the provision by the Advisor of the services pursuant
to Section 2, to the extent such expenses are contained in the Budget of the
Partnership or approved by each Partner of the Partnership pursuant to the
Partnership Agreement.

4.   Term. Unless sooner terminated pursuant to Section 5, the Advisor's term as
     Advisor hereunder shall commence upon the execution of this Agreement and
     shall terminate upon the termination and winding-up of the Partnership.

5.   Termination. The Partnership may terminate the Advisor as Advisor hereunder
     for any one or more of the following reasons:

     a. the Advisor has taken any action or omitted to take any action if such
course of conduct constitutes fraud, gross negligence or material wilful
misconduct that is injurious to the Partnership or that is reasonably likely to
be injurious to the Partnership if such conduct was to become publicly known;

     b. the Advisor has materially violated this Agreement and such violation
shall not have been rectified or cured to the reasonable satisfaction of the
Partnership within 30 days after the Partnership gives notice of such violation
to the Advisor containing reasonably specific details of such violation and
describing necessary corrective action, if possible, to rectify or cure such
violation;

     c. the Advisor shall file a voluntary petition in bankruptcy or insolvency
or a petition for reorganization under any bankruptcy law;

     d. the Advisor shall consent to any involuntary petition in bankruptcy or
fail to vacate within 90 days from the date of entry thereof any order approving
an involuntary petition; and

     e. an order, judgment or decree is entered by any court of competent
jurisdiction, adjudicating the Advisor a bankrupt or insolvent or approving a
petition seeking reorganization or appointment of a receiver, trustee, or
liquidator of all or a substantial part of the Advisor's assets.

     Upon termination of the Advisor as Advisor hereunder, the Advisor shall
immediately be entitled to receive payment of all amounts theretofore unpaid
which had been earned and due to the Advisor up to the date of termination
pursuant to the terms hereof.

6.   Notices. All notices, demands or communications required or permitted
     hereunder shall be in writing. Any notice, demand or other communication
     given under this Agreement shall be deemed to be given if given in writing
     (including telex, telecopy or similar transmission) addressed as provided
     below (or at such other address as the addressee shall have specified by
     notice actually received by the addressor) and if either (a) actually


                                       -2-



     delivered in fully legible form, to such address (evidenced in the case of
     a telex by receipt of the correct answer back) or (b) in the case of a
     letter, five days shall have elapsed after the same shall have been
     deposited in the United States mails, with first-class postage prepaid and
     registered or certified.

     If to the Partnership, addressed to at:

     141 Waterman Avenue
     Mount Dora, Florida 32757

     with a copy to:

     Cox & Smith
     112 East Pecan Street
     Suite 1800
     San Antonio, Texas 78205
     Attention: Steven A. Elder

     If to the Advisor, to it at:

     2821 South Parker Road, Suite 1000
     Aurora, Colorado 80014
     Attention: President

     with copies to:

     American Medical Response, Inc.
     2821 South Parker Road, Suite 1000
     Aurora, Colorado 80014
     Attention: General Counsel

     Ropes & Gray
     One International Place
     Boston, Massachusetts 02110-2624
     Attention: Ann L. Milner, Esq.

7.   Assignment. This Agreement shall be binding upon and shall inure to the
     benefit of the parties hereto and their respective successors and assigns;
     provided, however, that neither the Partnership nor the Advisor may assign
     this Agreement or delegate any of its duties or responsibilities hereunder.

8.   Indemnification. To the fullest extent permitted by applicable law, the
     Partnership shall indemnify the Advisor and its employees (out of
     Partnership assets only) for any loss, damage or claim incurred by the
     Advisor or such employee by reason of any act or omission performed or
     omitted by it or him on behalf of the Partnership in connection with the
     Advisor's authorized duties hereunder, except that neither the Advisor nor
     any of its employees shall be entitled to be indemnified in respect of any
     loss, damage or claim


                                       -3-



     incurred by it or him by reason of gross negligence or wilful misconduct
     with respect to such acts or omissions or in respect of any loss, damage or
     claim resulting from a material violation of this Agreement. To the fullest
     extent permitted by applicable law, the Advisor shall indemnify the
     Partnership for any loss, damage or claim incurred by the Partnership by
     reason of any act or omission performed or omitted by the Advisor or any of
     its employees which includes gross negligence or wilful misconduct and in
     respect of any loss, damage or claim resulting from a material violation of
     this Agreement by the Advisor or any of its employees.

9.   Confidentiality. The Advisor hereby agrees to consider as proprietary to
     the Partnership, keep confidential, and not use or disclose to any third
     party, any information relating to the Partnership which could, if used or
     so disclosed, have an adverse impact on the business of the Partnership;
     provided, however, that the Advisor may disclose such information to any
     person or entity and its lawyers, accountants, or agents if such person or
     entity is party to a confidentiality agreement which adequately protects
     the Partnership against disclosures which could adversely affect its
     business; and provided, further, that the Advisor may disclose such
     information, on an "as needed" basis, (i) to the Advisor's lawyers,
     accountants or agents in connection with the ordinary conduct of the
     Advisor's business affairs or (ii) as required by law or pursuant to
     regulatory requests; provided, however, that prior to complying with such a
     regulatory request the Advisor shall notify the Partnership as promptly as
     possible and shall allow the Partnership to oppose such request.

10.  Other Activities. The Advisor is engaged in and has interests in, and in
     the future may engage in and have interest in business ventures of any kind
     and description, independently or with others, including ventures that are
     competitive with the Partnership, without having or incurring any
     obligation to offer to the Partnership or any other Partner any interest or
     opportunity to participate in such venture, except as otherwise provided in
     Section 8.2 of the Amended and Restated Agreement of Limited Partnership of
     the Partnership dated as of July 24, 1996. Neither the Partnership nor any
     Partner shall have any rights in or to such venture or the income or
     profits therefrom.

11.  Modification. Neither this Agreement nor any provision hereof shall be
     amended or modified (or deemed amended or modified), except upon written
     approval of the Advisor and the Partnership; provided, however, that the
     Partnership shall not grant any such approval except as contemplated by
     Section 5.1 of the Partnership Agreement.

12.  Governing Law. All matters affecting the interpretation of this Agreement
     and the rights of the parties hereto shall be governed by the laws of the
     State of Florida.

13.  No Waivers, Etc. No waivers, express or implied, by either party of any
     breach of any of the covenants, agreements or duties hereunder of the other
     party shall be deemed to be a waiver of any other breach thereof or the
     waiver of any other covenant, agreement or duty.


                                       -4-



14.  Entire Understanding. This Agreement supersedes all oral and written
     agreements heretofore made relating to the subject matter hereof and
     constitutes the entire agreement of the parties with respect to the subject
     matter hereof.

                                        AMERICAN MEDICAL RESPONSE OF
                                        COLORADO, INC.


                                        By /s/ David Bingaman
                                           -------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        REGIONAL EMERGENCY SERVICES, L.P.

                                        By: FLORIDA REGIONAL PARTNERS, INC.,
                                            General Partner


                                        By /s/ Seth D. Ellis
                                           -------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                       -5-



                                                                       Exhibit B

                                   Partnership

1996 Budget



                                        Annual    July - Dec 96
                                      ---------   -------------
                                            
     Revenues:
     Management Contracts             6,517,444     3,258,722
     Equipment Lease Income           1,166,556       583,278
     Vo-Tech Education Revenue           86,970        45,000
     Other Education                    110,000        40,335
     Employee Management Fees            20,448        10,224
     Interest Income                     27,360        13,680
     Gain/Loss on Sale of Equipment      (3,761)          889
     Miscellaneous Income                 5,952         2,976

     Total Revenues                   7,930,969     3,955,104

#    Expenses:
10   General - FL                       423,776       208,965
11   General - TX                        41,720        20,860
19   Field Ops - TX                     253,912       126,956
20   Field Ops - FL                     210,498        88,955
23   Education - FL                     202,000       101,000
25   MIS                                295,141       145,000
26   Education - San Antonio             53,668        26,834
27   Education - Texas City              14,000         7,109
28   Business Development               153,087        47,004
40   Support Services                   150,468        85,295
48   Administration - AMR               159,790       159,790
49   Administration - TX                379,133       125,709
50   Administration - FL                140,864        69,816
51   Dolphin Admin                      650,787       285,000
52   Public Relations                    79,523        35,000
55   Legal Services                      56,385        21,560
70   Business Office                  1,004,644       510,000
72   Accounting                         381,200       218,300
80   Human Resources                    163,971        98,167
81   Employee Benefits                  123,854        61,927
95   Depreciation/Amortization          392,878       196,439

     Total Expenses                   5,331,298     2,639,685

     Projected Net Income             2,599,671     1,315,419



                                     Page 1



                                                                       EXHIBIT C

                              MANAGEMENT AGREEMENT

     THIS MANAGEMENT AGREEMENT (this "Agreement") is made as of the 24th day of
July, 1996, by and between Dolphin Dynamics, Inc., a Florida corporation (the
"Manager") and Regional Emergency Services, L.P., a Delaware limited partnership
(the "Partnership").

                                   WITNESSETH

     WHEREAS, the Partnership was formed for the purpose of providing management
and related services to hospital-based ambulance services; and

     WHEREAS, pursuant to the Contribution and Sale Agreement dated as of July
24, 1996, among Florida Regional Emergency Services, Inc., a Florida corporation
("FRES"), Dolphin Leasing, Limited, a Texas limited partnership, the
Partnership, American Medical Response, Inc., American Medical Response
Management, Inc., a Delaware corporation ("AMRM"), and Florida Emergency
Partners, Inc., a Florida corporation (the "General Partner") and Zebulon
Osborne, Seth Ellis and William Compton (collectively, the "Principals"), FRES
and Dolphin contributed certain assets to the Partnership; and

     WHEREAS, pursuant to the laws of the State of Delaware and the Amended and
Restated Agreement of Limited Partnership of the Partnership (the "Partnership
Agreement"), the General Partner has the authority and fiduciary responsibility
to manage and control the business and properties of the Partnership; and

     WHEREAS, the Manager and the General Partner are affiliates of one another,
the Manager and the General Partner being owned by the Principals; and

     WHEREAS, the Manager, through the Principals, who are officers, directors
and employees of the Manager, possesses certain experience and expertise in
providing management and related services to hospital-based ambulance services;
and

     WHEREAS, the Partnership wishes to retain the Manager to perform certain
management and administrative services ("Management Services") for the
Partnership, on the terms and conditions set forth herein;

     NOW, THEREFORE, in consideration of the mutual covenants and promises of
the parties hereto, it is mutually agreed as follows:

     1. Definitions. Terms defined in the Partnership Agreement and not
otherwise defined herein are used herein with the meanings so defined.

     2. Engagement. The Partnership hereby retains the Manager, and the Manager
hereby agrees to be retained by the Partnership, as a manager to the
Partnership, to provide Management Services to the Partnership upon the terms
and conditions and for the compensation set forth herein.


                                       -1-



     3. Maintenance of Control. The Partnership shall be and remain the owner
and holder of all licenses, contracts and certificates and shall be the party to
all third party contracts for management and related services.

     4. Management Services. The Manager will provide advisory, consultative and
other services to the Partnership designed to achieve the purposes of the
Partnership and, subject to the direction and control of the General Partner,
will perform the day-to-day administrative operations of the Partnership and
supervise the business and affairs of the Partnership, including without
limitation the following:

          (a) The Manager shall identify and assist the Partnership in
recruiting qualified employees of the Partnership. The selection, continued
service and termination of employees of the Partnership shall be the
responsibility of the Partnership. The Manager will assist the Partnership with
annual employee evaluations.

          (b) The Manager will provide consultation and support for business
office operations. The Manager also will assist the Partnership in the selection
of outside contractors for such services if additional consultation or services
are requested by the Partnership.

          (c) The Manager will assist in developing the Partnership's markets
with the approval of the Partnership. The Manager will support the Partnership
in acquisitions, joint ventures and other transaction structuring issues.

          (d) The Manager will assist the Partnership in preparing the Budgets.

          (e) The Manager will assist the Partnership in the negotiation and
administration of the Partnership's third party management and related
contracts.

          (f) The Manager will assist the Partnership with strategic market
direction.

          (g) The Manager will provide such other services to the Partnership as
may be reasonably requested by the Partnership.

     5. Compensation; Expenses.

          (a) Management Fee. As full compensation for the Management Services
to be rendered hereunder, Manager shall be entitled to receive from the
Partnership a management fee (the "Management Fee") at the annual rate of
$507,600 multiplied, in the case of years ending after December 31, 1997, by the
Inflation Adjustment; provided, however, that the Management Fee for the
calendar year ending December, 1996 shall be calculated as if the term of this
Agreement commenced on July 1, 1996.

     The "Inflation Adjustment" for any year shall be equal to the fraction the
numerator of which is the revised Bureau of Labor Statistics Consumer Price
Index for all Items and Major Group Figures for All Urban Consumers, U.S. City
Average (1982-84=100) (the "Index") for December of the preceding year and the
denominator of which is the Index for June, 1996. If the Inflation Adjustment or
another amount cannot be calculated when a monthly payment fee is due, an
estimated fee shall be paid and an appropriate adjusting payment shall be made
as soon


                                       -2-



as such adjustment can be calculated. Appropriate modification to the Inflation
Adjustment shall be made if the Index shall cease to be updated as of the end of
each calendar year.

     The Management Fee for the calendar year ending December 31, 1996 shall be
pro rated according to the number of days from July 1, 1996 to the end of such
calendar year and such Management Fee for the last calendar year of the
Manager's term as a Manager hereunder to be pro rated according to the number of
days from the beginning of such calendar year to the termination of the Manager
hereunder. The Management Fee shall be payable to the Manager monthly in
arrears, within 10 days after the end of each month.

     As soon as reasonably possible, the Partnership will develop and initiate
an incentive profit sharing plan similar to other plans provided by American
Medical Response, Inc. to employees of its subsidiaries.

          (b) Expenses. In addition to the Management Fee, the Partnership shall
reimburse Manager for its reasonable out-of-pocket expenses incurred by the
Manager in connection with the provision by the Manager of the Management
Services pursuant to this Agreement, to the extent such expenses are contained
in the Budget of the Partnership or approved by each Partner of the Partnership
pursuant to the Partnership Agreement.

     6. Term. Unless sooner terminated pursuant to Section 7, the Manager's term
as Manager hereunder shall commence upon the execution of this Agreement and
shall terminate upon the termination and winding-up of the Partnership.

     7. Termination.

          (a) The Manager shall be automatically terminated as manager hereunder
upon termination of the Manager pursuant to Section 7.5(a) or (b) of the
Partnership Agreement;

          (b) AMRM may cause the Partnership to terminate the Manager as manager
hereunder, effective upon written notice to the Manager from AMRM, for any one
or more of the following reasons:

               (i) the closing of the sale of the FRES Affiliates Interest in
     the Partnership shall have occurred pursuant to Section 11 of the
     Partnership Agreement;

               (ii) the Manager shall file a voluntary petition in bankruptcy or
     insolvency or a petition for reorganization under any bankruptcy law;

               (iii) the Manager shall consent to any involuntary petition in
     bankruptcy or fail to vacate within 90 days from the date of entry thereof
     any order approving an involuntary petition;

               (iv) an order, judgment or decree is entered by any court of
     competent jurisdiction, adjudicating the Manager a bankrupt or insolvent or
     approving a petition seeking reorganization or appointment of a receiver,
     trustee, or liquidator of all or a substantial part of the Manager's
     assets; and


                                       -3-



               (v) FEP has been terminated as the General Partner pursuant to
     Section 7.5 of the Partnership Agreement.

          (c) The Manager may terminate the Manager as manager hereunder
effective upon notice to the Partnership at any time after FEP has been
terminated as the General Partner pursuant to Section 7.5 of the Partnership
Agreement or if the closing of the sale of the FRES Affiliates Interest in the
Partnership shall have occurred pursuant to Section 11 of the Partnership
Agreement.

     In no event shall the Manager be terminated by the Partnership as manager
hereunder without the prior written consent of AMRM.

     Upon termination of the Manager as Manager hereunder, that Manager shall
immediately be entitled to receive payment of all amounts theretofore unpaid
which had been earned and due to Manager up to the date of termination pursuant
to the terms hereof.

     8. Benefits. During the Manager's term as manager hereunder (but only as
long as the Manager and its affiliates in one aggregate (directly or through
attribution), own at least 50% of the interests in the Partnership), the
Partnership will allow each Principal as long as he is employed by the Manager,
to participate in the employee benefit plans of the Partnership generally made
available to employees of the Partnership upon the same terms that such
employees participate in such benefit plans, subject to applicable law and the
terms of the Partnership's benefit plans.

     9. Notices. All notices, demands or communications required or permitted
hereunder shall be in writing. Any notice, demand or other communication given
under this Agreement shall be deemed to be given if given in writing (including
telex, telecopy or similar transmission) addressed as provided below (or at such
other address as the addressee shall have specified by notice actually received
by the addressor) and if either (a) actually delivered in fully legible form, to
such address (evidenced in the case of a telex by receipt of the correct answer
back) or (b) in the case of a letter, five days shall have elapsed after the
same shall have been deposited in the United States mails, with first-class
postage prepaid and registered or certified.

     If to the Manager, addressed to at:

     141 Waterman Avenue
     Mount Dora, Florida 32757

     with a copy to:

     Cox & Smith
     112 East Pecan Street
     Suite 1800
     San Antonio, Texas 78205
     Attention: Steven A. Elder


                                       -4-



     If to the Partnership, to it at:

     141 Waterman Avenue
     Mount Dora, Florida 32757

     with copies to:

     American Medical Response Management, Inc.
     c/o American Medical Response, Inc.
     2821 South Parker Road, Suite 1000
     Aurora, Colorado 80014
     Attention: General Counsel

     with a copy to:

     Ropes & Gray
     One International Place
     Boston, Massachusetts 02110-2624
     Attention: Ann L. Milner, Esq.

     10. Assignment. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns;
provided, however the Manager may not assign this Agreement or delegate any of
its duties or responsibilities hereunder.

     11. Indemnification. To the fullest extent permitted by applicable law, the
Partnership shall indemnify the Manager and its employees' (out of Partnership
assets only) for any loss, damage or claim incurred by the Manager or such
employee by reason of any act or omission performed or omitted by it or him on
behalf of the Partnership in connection with the Manager's authorized duties
hereunder, in a tanner reasonably believed to be within the scope of the
authority conferred on the manager under this Agreement, except that neither the
Manager nor any of its employees shall be entitled to be indemnified in respect
of any loss, damage or claim incurred by it or him by reason of gross negligence
or willful misconduct with respect to such acts or omissions or in respect of
any loss, damage or claim resulting from a material violation of this Agreement.
To the fullest extent permitted by applicable law, the Manager shall indemnify
the Partnership for any loss, damage or claim incurred by the Partnership by
reason of any act or omission performed or omitted by the Manager or any of its
employees which includes gross negligence or willful misconduct and in respect
of any loss, damage or claim resulting from a material violation of this
Agreement by the Manager or any of its employees.

     12. Confidentiality of Records. The Manager hereby agrees to consider as
proprietary to the Partnership, keep confidential, and not use or disclose to
any third party, any information relating to the Partnership which could, if
used or so disclosed, have an adverse impact on the business of the Partnership;
provided, however, that the Manager may disclose such information to any person
or entity and its lawyers, accountants, or agents if such person or entity is
party to a confidentiality agreement which adequately protects the Partnership
against disclosures which could adversely affect its business; and provided,
further, that the Manager may disclose such information, on an "as needed"
basis, (i) td the Manager's lawyers, accountants or agents in


                                       -5-



connection with the ordinary conduct of the Manager's business affairs or (ii)
as required by law or pursuant to regulatory requests; provided, however, that
prior to complying with such a regulatory request the Manager shall notify the
Partnership as promptly as possible and shall allow the Partnership to oppose
such request.

     13. Other Activities: Noncompete. During its term as Manager hereunder, the
Manager shall devote all of its time to its duties hereunder and shall not
engage in any other activity; provided, however, the Manager shall be permitted
to provide management services to Waterman Health Care Systems, Inc. ("WHCS")
and Lake Care Systems, Inc. ("LCS") as described in that certain Management
Agreement, dated September 30, 1992, effective October 1, 1992, by and among
WHCS, LCS and Manager, which has expired but the Manager continues to provide
services on a month to month basis.

     14. Modification. Neither this Agreement nor any provision hereof shall be
amended or modified (or deemed amended or modified), except upon written
approval of the Manager and the Partnership; provided, however, that the
Partnership shall not grant any such approval except as contemplated by Section
5.1 of the Partnership Agreement.

     15. Governing Law. All matters affecting the interpretation of this
Agreement and the rights of the parties hereto shall be governed by the laws of
the State of Florida.

     16. No Waivers, Etc. No waivers, express or implied, by either party of any
breach of any of the covenants, agreements or duties hereunder of the other
party shall be deemed to be a waiver of any other breach thereof or the waiver
of any other covenant, agreement or duty.

     17. Entire Understanding. This Agreement supersedes all oral and written
agreements heretofore made relating to the subject matter hereof and constitutes
the entire agreement of the parties with respect to the subject matter hereof.


                                       -6-



     IN WITNESS WHEREOF the parties hereunto have executed this Agreement, as of
the day and year first above written.

                                        DOLPHIN DYNAMICS, INC.


                                        By /s/ Seth D. Ellis
                                           -------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        REGIONAL EMERGENCY SERVICES, L.P.

                                        By: Florida Emergency Partners, Inc.,
                                            General Partner


                                        By /s/ Seth D. Ellis
                                           -------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                       -7-



                                                                       EXHIBIT D

                            REPRESENTATION AGREEMENT

     THIS REPRESENTATION AGREEMENT (the "Agreement") is made as of __________,
____, among American Medical Response, Inc., a Delaware corporation or its
successor in interest ("American"), [American Medical Response Management, Inc.,
a Delaware corporation](1), Dolphin Leasing, Ltd., a Texas limited partnership
("Dolphin"), Florida Emergency Partners, Inc., a Texas corporation ("FEP" and
collectively with Dolphin, the "Transferors"), and [ ](2) (collectively, the
"Principals" and together the Transferors, the "FRES Participants").

                                    RECITALS

     WHEREAS, the Principals are the beneficial and record owners of all of the
outstanding capital stock of each of FRES and FEP and the only partners of
Dolphin;

     WHEREAS, Regional Emergency Services, L.P. (the "Partnership") is a limited
partnership organized under Chapter 17 of Title 6 of the Delaware Code Annotated
[and FEP is a general partner of the Partnership](3) and Dolphin is a limited
partner of the Partnership; and

     WHEREAS, in connection with the exercise and closing of the Put Option (as
defined in the Partnership Agreement referred to below), or the Call Option (as
defined in such Partnership Agreement) as the case may be, the FRES Participants
are required to make certain representations and warranties upon which the
American Partner will be relying in conducting due diligence investigation of
the Partnership and in determining whether to exercise the Call Option (as so
defined) and whether there has been a Material Adverse Change (as defined in
such Partnership Agreement).

     NOW, THEREFORE, in consideration of the premises and of the mutual
agreements, representations, warranties, provisions and covenants herein
contained, and other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto hereby agree as follows:

- ----------
(1)  If American Medical Response Management, Inc. transfers its interest in the
     Partnership, insert instead name of transferee.

(2)  Insert names of all direct and indirect, beneficial and record owners of
     FEP and Dolphin.

(3)  To be modified if FEP is not a general partner of the Partnership to
     describe FEP's interest in the Partnership.


                                      -1-



                                    AGREEMENT

1.   DEFINITIONS.

     As used in this Agreement, the terms defined below shall have the
respective meanings hereinafter specified:

          "Agreement": as defined in the introductory paragraph.

          "American": as defined in the introductory paragraph.

          "American Participants": means American and the American Partner.

          "American Partner": as defined in the introductory paragraph.

          "CERCLA": means the Comprehensive Environmental Response, Compensation
     and Liability Act of 1980, as amended.

          "Contract": means an agreement or contract to which the Partnership is
     a party, or by which it or any of its assets is subject or bound, including
     without limitation, a lease pursuant to which the Partnership leases its
     assets to any other Person.

          "Dolphin": as defined in the introductory paragraph.

          "Entity": means any general partnership, limited partnership,
     corporation, joint venture, limited liability company, trust, business
     trust, cooperative, association, county, political subdivision or other
     governmental authority.

          "Environmental Law": means any federal, state or local law, statute or
     regulation, or any judgment, decree, order, arbitration award, or any
     license or permit issued by any federal, state or local governmental
     authority relating to occupational health and safety or pollution or
     protection of the environment.

          "ERISA": means the Employee Retirement Income Security Act of 1974, as
     amended.

          "FEP": as defined in the introductory paragraph.

          "FRES Participants": as defined in the introductory paragraph.

          "Lease": means a lease for real or personal property to which the
     Partnership is a party or to which it or any of its assets is subject or
     bound.

          "Manager": as defined in the Partnership Agreement.

          "Material Adverse Effect": means with respect to any Person, any
     effect, change or circumstance that individually, or when taken together
     with all other such changes, effects or circumstances, has been or is
     reasonably likely to be materially adverse to its business, assets,
     condition (financial or otherwise) or results of operations of such Person.


                                      -2-



          "Option Closing Date": as defined in the Partnership Agreement.

          "Partnership": as defined in the introductory paragraph.

          "Partnership Agreement: means the Amended and Restated Agreement of
     Limited Partnership of the Partnership dated as of July 24, 1996, as from
     time to time in effect.

          "Person": means any individual or Entity, and the heirs, executors,
     administrators, legal representatives, successors and assigns of such
     individual or Entity where the context so admits.

          "Principals": as defined in the introductory paragraph.

          "RCRA": means the Resource Conservation and Recovery Act of 1976, as
     amended.

          "Transfer Agreement": as defined in the Partnership Agreement.

          "Transaction Document": means this Agreement, the Transfer Agreement
     and, if applicable, the certificate referred to in the last paragraph of
     Section 11.1(a) of the Partnership Agreement.

          "Transferees": as defined in the Transfer Agreement.

          "Transferors": as defined in the introductory paragraph.

2.   REPRESENTATIONS AND WARRANTIES OF THE FRES PARTICIPANTS

     The FRES Participants jointly and severally make the following
representations and warranties to American Participants.

     2.1. Due Organization.

          (a) Each FRES Participant that is a corporation and the Manager is a
     corporation duly organized, validly existing and in good standing under the
     laws of its jurisdiction of incorporation and is duly authorized, qualified
     and licensed under all applicable laws, regulations, ordinances and orders
     of public authorities necessary to carry on its business in the places and
     in the manner as now conducted, except where the failure to be so
     authorized, qualified or licensed would not have a Material Adverse Effect
     on the Partnership. Complete and correct copies of the articles of
     incorporation and by-laws and stock records and minute books of each of
     FRES Participant that is a corporation and the Manager have been previously
     furnished or made available to the American Participants.

          (b) Dolphin is a limited partnership duly formed and validly existing
     under laws of the State of Texas. Dolphin is duly authorized, qualified and
     licensed under all applicable laws, regulations, ordinances and orders of
     public authorities necessary to carry on its business in the places and in
     the manner as now conducted, except where the


                                      -3-



     failure to be so authorized, qualified or licensed would not have a
     Material Adverse Effect on the Partnership. Complete and correct copies of
     the certificate of limited partnership and partnership agreement of Dolphin
     have been previously furnished or made available to the American
     Participants.

     2.2. Authorization. Each FRES Participant has all corporate or other power
and authority to enter into and perform each Transaction Document and to
consummate the transactions contemplated thereby. The execution and delivery by
each FRES Participant of each Transaction Document and the consummation by it of
the transactions contemplated thereby have been duly and validly authorized by
all necessary corporate or other action on the part of each such Person. This
Agreement has been duly and validly executed and delivered by each FRES
Participant. This Agreement constitutes, and' when executed and delivered in
accordance with the terms of this Agreement or the Partnership Agreement each
other Transaction Document will, constitute, the legal, valid and binding
obligation of each FRES Participant and each is enforceable against each such
Person in accordance with its terms.

     2.3. No Conflicts; Approvals. Except as set forth on Schedule 2.3.,

          (a) Neither the execution, delivery and performance of any Transaction
     Document by any FRES Participant nor the consummation by it of the
     transactions contemplated thereby nor the continuation of the business of
     the Partnership after giving effect thereto will:

               (i)  conflict with or result in a breach of any provision of the
                    articles of incorporation or by-laws or the certificate of
                    limited partnership or partnership agreement or similar
                    governing instrument of any FRES Participant;

               (ii) result in any conflict with, breach of, or default or give
                    rise to any right to termination, cancellation or
                    acceleration, or loss of any right or benefit or the
                    imposition of any penalties or remedies under, or require
                    any consent or approval with respect to, any license,
                    permit, certificate of need, indenture, contract, agreement,
                    lease or other instrument to which any FRES Participant or
                    the Partnership is a party or subject to or by which any of
                    them or any of their respective properties or assets may be
                    subject or bound, or

               (iii) violate any order, law, rule or regulation applicable to
                    any FRES Participant or the Partnership, or by which any of
                    them or any of their respective properties or assets may be
                    subject or bound.

          (a) No action, consent or approval by, or filing by any FRES
     Participant or the Partnership with any federal, state, municipal, foreign
     or other court or governmental body or agency, or any other regulatory
     body, or any other Person is required in connection with the execution,
     delivery or performance by any FRES Participant of any Transaction
     Document, the consummation by any FRES Participant of the transactions


                                      -4-



     contemplated thereby or the continuation of the business of the Partnership
     after giving effect thereto.

     2.4. Capital Stock; Partnership Interests. Schedule 2.4(a) sets forth the
authorized, issued and outstanding capital stock or other equity interest of
each FRES Participant (other than FRES Participants that are individuals). All
of such issued and outstanding shares of capital stock or other equity interest
are owned, beneficially and of record, by the Principals as set forth on
Schedule 2.4(a) and in the case of capital stock have been duly authorized and
validly issued and are fully paid and nonassessable.

     2.5. The Partnership Interests.

          (a) The Partnership is a limited partnership duly formed under Chapter
     17 of Title 6 of the Delaware Code Annotated and is validly existing and in
     good standing under the laws of the State of Delaware. Except as set forth
     on Schedule 2.5, the Partnership is duly authorized, qualified and licensed
     under all applicable laws, regulations, ordinances and orders of public
     authorities necessary to carry on its business in the places and in the
     manner as presently conducted.

          (b) Each Transferor has good and marketable title to its partnership
     interest in the Partnership, free and clear of all options, liens, pledges,
     mortgages, security interests, or other encumbrances of any kind, other
     than restrictions on transfer set forth in the Partnership Agreement.

     2.6 Options, Warrants, Etc. No option, warrant, call, conversion right or
commitment of any kind exists that obligates the Partnership to issue any
partnership or other interest or that obligates any Transferor to sell, transfer
or otherwise dispose of all or any of its partnership interest in the
Partnership. Except as described on Schedule 2.6, no option, warrant, call,
conversion right or commitment of any kind exists that obligates any Transferor
to issue any of its authorized but unissued capital stock or any partnership or
other equity interest or that obligates any FRES Participant to sell, transfer
or otherwise dispose of any of its or his ownership interest in any Transferor.

     2.7. Financial Statements; Financial Condition. Each of (a) the audited
balance sheets of the Partnership as at the end of the most recent two fiscal
years of the Partnership and the respective related statements of income and
other related financial statements of the Partnership and the notes thereto
furnished to the partners of the Partnership pursuant to Article 6 of the
Partnership Agreement and (b) the unaudited balance sheets of the Partnership
and the related statements of income and other related financial statements
furnished to the partners of the Partnership pursuant to Article 6 of the
Partnership Agreement since the end of the most recent fiscal year of the
Partnership, have been prepared in accordance with the provisions of Article 6
of the Partnership Agreement and generally accepted accounting principles
applied on a consistent basis throughout the periods indicated, subject in the
case of the unaudited financial statements to the addition of footnotes and to
normal year-end audit adjustments. Such financial statements present fairly, in
all material respects, the financial condition of the Partnership at the
respective dates thereof and the results of its operations for the periods
covered thereby.


                                      -5-



     2.8. Undisclosed Liabilities and Obligations. Except as and to the extent
disclosed in the most recent financial statements referred to in Section 2.7 or
in Schedule 2.8, to the best knowledge of each FRES Participant, the Partnership
does not have any liability or obligation of any kind, whether accrued,
absolute, secured or unsecured, contingent or otherwise.

     2.9. Litigation. Except to the extent set forth in Schedule 2.9, there are
no claims, actions, suits, proceedings or investigations, pending or, to the
best knowledge of each FRES Participant threatened, against or affecting any
FRES Participant or the Manager or the Partnership, nor are there any existing
facts, circumstances or events which constitute, to the best knowledge of each
Principal, a reasonable basis for any claim, action, suit, proceeding or
investigation and no notice of any claim, action, suit, proceeding or
investigation, whether pending or threatened, has been received.

     2.10. Conformity with Law. Except to the extent set forth in Schedule 2.10,
neither the Partnership nor any Transferor nor the Manager is in material
default under any applicable order of any court or federal, state, municipal or
other governmental department, commission, board, bureau, agency or
instrumentality having jurisdiction over it or him. Except to the extent set
forth on Schedule 2.10, to the best knowledge of each FRES Participant, each of
the Partnership, each Transferor and the Manager has conducted and is conducting
its businesses in substantial compliance with all applicable federal, state and
local statutes, ordinances, permits, licenses, orders, approvals, variances,
rules and regulations and is not in violation of any of the foregoing. The
treatment of cost reporting for expenses of ambulance services and related
expenses for the purpose of Medicare reimbursement recommended by the Manager or
the Partnership, to the extent any such Person makes any such recommendations,
to the Partnership or its customers was at the time such recommendations were
made in compliance with all laws, rules and regulations applicable to Medicare
reimbursement.

     2.11. Contracts and Leases.

          (a)  Except as set forth in Schedule 2.11(a),

               (i)  each Contract and each Lease is the legal, valid and binding
                    obligation of the Partnership and, to the best knowledge of
                    each FRES Participant, the other parties thereto, each
                    Contract and each Lease is in full force and effect, and

               (ii) no FRES Participant has any reason to believe that any
                    Contract or any Lease will not continue in full force and
                    effect following the consummation of transactions
                    contemplated hereby.

          (b) Except as set forth in Schedule 2.11(b), the Partnership has
     complied with all material commitments and obligations pertaining to each
     Lease and Contract and the Partnership is not in default under any Lease or
     Contract and has not received or given any notice of default thereunder
     and, to the best knowledge of each FRES Participant, no other party to any
     such lease or contract is in default thereunder.

          (c) Except as described on Schedule 2.11(c), no customer of the
     Partnership and no other party to any Contract has advised the Partnership
     or any FRES Participant of


                                      -6-



     its intent to cancel or substantially reduce or is currently attempting or
     threatening to cancel or substantially reduce service.

     2.12. Environmental Matters.

          (a) Except as set forth on Schedule 2.12,

               (i)  (A) the Partnership has never disposed of, or contracted for
                    the disposal of, hazardous wastes, hazardous substances,
                    infectious or medical waste, radioactive waste or sewage
                    sludges as those terms are defined by RCRA, CERCLA, the
                    Atomic Energy Act of 1954, as amended, or any comparable
                    state laws, rules or regulations, and (B) no such wastes,
                    substances, or sludges generated by the Partnership or any
                    of its predecessors have finally come to be located on any
                    site which is or has been (including as a potential or
                    suspect site) included in any published federal, state, or
                    local "superfund" or other list of hazardous or toxic waste
                    sites;

               (ii) there has been no storage or treatment of solid wastes or
                    hazardous wastes (as defined in RCRA) by the Partnership at
                    any site or other facility owned or operated by the
                    Partnership in violation of any applicable law, rule,
                    regulation, order, judgment or permit or that would require
                    any material remedial action under any applicable law;

               (iii) (A) the Partnership has not received any notice of any
                    violation with respect to asbestos or hazardous substances
                    at any of its sites, (B) there has been no spill, discharge,
                    leak, emission, injection, escape, dumping or release of any
                    kind onto any property owned or leased by the Partnership,
                    or into the environment surrounding any such property, of
                    any toxic or hazardous substances as defined under any
                    local, state or Federal regulations or laws and (C) the
                    Partnership has never owned, operated and/or leased a waste
                    transfer, recycling, treatment, storage or disposal
                    facility;

               (iv) (A) no employee of the Partnership has, in the course and
                    scope of employment, been exposed in violation of any law or
                    regulation to hazardous, infectious, radioactive or toxic
                    wastes or substances and (B) there has been no assertion by
                    any governmental agency or other regulatory authority of any
                    environmental lien or action; and

               (v)  the Partnership has not caused or taken any action that is
                    reasonably expected to result in, and the Partnership is not
                    subject to, any material potential liability or obligation
                    under any Environmental Law.

          (b) Included in Schedule 2.12 is a complete list of all disposal sites
     utilized by the Partnership.


                                      -7-



     2.13. Underground Storage Tanks. Except as described on Schedule 2.13, the
Partnership has never owned, leased or operated any real estate having any
underground storage tanks containing petroleum products or wastes or other
hazardous substances regulated by 40 CFR 280 and/or other applicable federal,
state or local laws, rules and regulations and requirements. As to each such
underground storage tank ("UST") identified in Schedule 2.13, the FRES
Participants have provided the following to the American Participants:

          (a) a description of the location of the UST and whether the
     Partnership currently owns or leases the property on which the UST is
     located;

          (b) copies of all of the UST's manufacturer's literature, brochures,
     proposals and contract documents describing the UST system and all
     manufacturer's warranties covering the UST system;

          (c) The date of installation and specific use or uses of the UST;

          (d) copies of all UST tank and piping tightness tests and cathodic
     protection tests and similar studies or reports for all periods;

          (e) a copy of the notification For UST;

          (f) all other records with regard to the UST such as the results of
     groundwater or soil tests; and

          (g) a summary description of all instances in which the UST failed to
     meet applicable standards and regulations for tightness or otherwise.

     2.14. Relations with Government. Except as set forth in Schedule 2.14,
neither the Partnership nor any FRES Participant nor the Manager has made,
offered or agreed to offer anything of value to any governmental official,
political party or candidate for government office nor has it otherwise taken
any action which would cause it or any such other Person to be in violation of
the Foreign Corrupt Practices Act of 1977, as amended, or any other law of
similar effect.

     2.15. Fraud and Abuse. Neither the Partnership nor any FRES Participant nor
the Manager nor any of their respective predecessors has engaged in any
activities that are prohibited under federal Medicare and Medicaid statutes, 42
U.S.C. Section 1320a-7b, the False Claims Act or the regulations promulgated
pursuant to such statutes, or any similar federal, state or local statutes or
regulations or which are prohibited by binding rules of professional conduct,
including but not limited to the following:

          (a) knowingly and willfully making or causing to be made a false
     statement or representation of a material fact in any applications for any
     benefit or payment;

          (b) knowingly and willfully making or causing to be made any false
     statement or representation of a material fact for use in determining
     rights to any benefit or payment;


                                      -8-



          (c) failing to disclose knowledge by a claimant of the occurrence of
     any event affecting the initial or continued right to any benefit or
     payment on its own behalf or on behalf of another, with intent to secure
     such benefit or payment fraudulently; and

          (d) knowingly and willfully soliciting or receiving any remuneration
     (including any kickback, bribe or rebate), directly or indirectly, overtly
     or covertly, in cash or in kind or offering to pay such remuneration (i) in
     return for referring an individual to a person for the furnishing or
     arranging for the furnishing of any item or service for which payment may
     be made in whole or in part by Medicare, Medicaid or other applicable third
     party payors, or (ii) in return for purchasing, leasing or ordering or
     arranging for or recommending the purchasing, leasing or order of any good,
     facility, service, or item for which payment may be made in whole or in
     part by Medicare, Medicaid or other applicable third party payors.

     2.16. Disclosure. The Transaction Documents and the schedules thereto do
not and will not include any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in light of the
circumstances under which they are made, not misleading.

3.   GENERAL

     3.1. Successors and Assigns. This Agreement and the rights of the parties
hereunder may not be assigned (except by operation of law) and shall be binding
upon and shall inure to the benefit of the parties hereto, their successors and
permitted assigns and the heirs and legal representatives of any individual
party hereto.

     3.2. Counterparts: This Agreement may be executed in any number of
counterparts which together shall constitute one instrument.


                                      -9-



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

                             [List names of the parties and add signature lines]


                                      -10-



                                LIST OF SCHEDULES



Schedule No.       Description
- ------------       -----------
                
Schedule 2.3       Certain Consents, etc.
Schedule 2.4(a)    Capital Stock
Schedule 2.5       The Partnership
Schedule 2.8       Liabilities and Obligations
Schedule 2.9       Litigation
Schedule 2.10      Conformity with Law
Schedule 2.11(a)   Contracts and Leases
Schedule 2.11(b)   Certain Exceptions
Schedule 2.11(c)   Certain Exceptions
Schedule 2.12      Environmental Matters
Schedule 2.13      Underground Storage Tanks
Schedule 2.14      Relations with Government



                                       -1-



                                                                       EXHIBIT E

                               TRANSFER AGREEMENT

     THIS TRANSFER AGREEMENT (the "Agreement") is made as of among American
Medical Response, Inc., a Delaware corporation or its successor in interest
("American"), [American Medical Response Management, Inc., a Delaware
corporation](4) (the "American Partner") [insert names or names of Person or
Persons designated by American Medical Response Management, Inc. or its
transferee to be transferees hereunder], Dolphin Leasing, Ltd., a Texas limited
partnership ("Dolphin"), Florida Emergency Partners, Inc., a Texas corporation
("FEP" and collectively with Dolphin, the "Transferors"), and [ ](5)
(collectively, the "Principals" and together with FRES and the Transferors, the
"FRES Participants").

                                    RECITALS

     WHEREAS, the Principals are the beneficial and record owners of all of the
outstanding capital stock of each of FRES and FEP and the only partners of
Dolphin;

     WHEREAS, Regional Emergency Services, L.P. (the "Partnership") is a limited
partnership organized under Chapter 17 of Title 6 of the Delaware Code Annotated
[and FEP is a general partner of the Partnership](6) and Dolphin is a limited
partner of the Partnership; and

     WHEREAS, Dolphin desires to transfer to [insert name of transferee
designated by American Medical Response Management, Inc. or its transferee] (the
"Dolphin Transferee"), and " the Dolphin Transferee desires to acquire, all of
Dolphin's right, title and interest in and to the Partnership (the "Dolphin
Interest").

     WHEREAS, FEP desires to transfer to [insert name of transferee designated
by American Medical Response Management, Inc. or its transferee] (the "FEP
Transferee" and, collectively with the Dolphin Transferee, the "Transferees"),
and the FEP Transferee desires to acquire, all of FEP's right, title and
interest in and to the Partnership (the "FEP Interest" and, collectively with
the Dolphin Interest, the "Interests").

     NOW, THEREFORE, in consideration of the premises and of the mutual
agreements, representations, warranties, provisions and covenants herein
contained, and other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto hereby agree as follows:

- ----------
(4)  If American Medical Response Management, Inc. transfers its interest in the
     Partnership, insert instead name of transferee.

(5)  Insert names of all direct and indirect, beneficial and record owners of
     FEP and Dolphin.

(6)  To be modified if FEP is not a general partner of the Partnership to
     describe FEP's interest in the Partnership.


                                      -1-



                                    AGREEMENT

1.   DEFINITIONS.

     As used in this Agreement, the terms defined below shall have the
respective meanings hereinafter specified:

          "Agreement": as defined in the introductory paragraph.

          "American": as defined in the introductory paragraph.

          "American Participant": shall mean American and the American Partner.

          "American Partner": as defined in the introductory paragraph.

          "Damages": as defined in Section 5.2.

          "Dolphin": as defined in the introductory paragraph.

          "Dolphin Interest" as defined in the recitals.

          "Dolphin Transferee" as defined in the recitals.

          "Entity": shall mean any general partnership, limited partnership,
     corporation, joint venture, limited liability company, trust, business
     trust, cooperative, association, county, political subdivision or other
     governmental authority.

          "FEP": as defined in the introductory paragraph.

          "FEP Interest": as defined in the recitals.

          "FEP Transferee": as defined in the recitals.

          "FRES Participants": as defined in the introductory paragraph.

          "Illegal Act Representations": as defined in Section 5.1.

          "Indemnifying Party": as defined in Sections 5.2.

          "Indemnitee": as defined in Sections 5.2.

          "Partnership": as defined in the recitals.

          "Partnership Agreement": means the Amended and Restated Agreement of
     Limited Partnership of the Partnership dated as of July 24, 1996, as from
     time to time in effect.

          "Person": shall mean any individual or Entity, and the heirs,
     executors, administrators, legal representatives, successors and assigns of
     such individual or Entity where the context so admits.


                                      -2-



          "Principals": as defined in the introductory paragraph.

          "Representation Agreement": as defined in the Partnership Agreement.

          "Third Person": as defined in Section 5.3.

          "Transferees": as defined in the recitals.

          "Transferors": as defined in the introductory paragraph.

2.   TRANSFER OF PARTNERSHIP AGREEMENT.

     (a) In consideration for the payment to Dolphin and FEP of the Option Price
(as defined in the Partnership Agreement), and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged:

          (i)  Dolphin hereby (A) transfers and assigns to the Dolphin
               Transferee as of the date hereof, the Dolphin Interest, free and
               clear of any option, lien, pledge, mortgage, security interest or
               other encumbrance of any kind and (B) irrevocably constitutes and
               appoints the Dolphin Transferee, its successors and assigns, the
               true and lawful attorney of Dolphin, with full power of
               substitution in the name of Dolphin, or otherwise, and on behalf
               and for the benefit of the Dolphin Transferee, its successors and
               assigns, to demand and receive from time to time any and all of
               the Dolphin Interest hereby conveyed, transferred, assigned and
               delivered, or intended so to be.

          (ii) FEP hereby (A) transfers and assigns to the FEP Transferee as of
               the date hereof, the FEP Interest, free and clear of any option,
               lien, pledge, mortgage, security interest or other encumbrance of
               any kind and (B) irrevocably constitutes and appoints the FEP
               Transferee, its successors and assigns, the true and lawful
               attorney of FEP, with full power of substitution in the name of
               FEP, or otherwise, and on behalf and for the benefit of the FEP
               Transferee, its successors and assigns, to demand and receive
               from time to time any and all of the FEP Interest hereby
               conveyed, transferred, assigned and delivered, or intended so to
               be.

          (iii) Each Transferor hereby declares that the foregoing powers are
               coupled with an interest and shall be irrevocable by it in any
               manner or for any reason.

     (b) Notwithstanding anything to the contrary contained herein, no
Transferee is assuming and shall not be deemed to have assumed, any liability or
obligation of any Transferor to the Partnership or any other Person, and no
Transferor shall be released or relieved of any liability or obligation for any
acts or omissions of such Transferor or any of its Affiliated Persons (as
defined in the Partnership Agreement).


                                      -3-



3.   REPRESENTATIONS AND WARRANTIES OF THE FRES PARTICIPANTS.

     The FRES Participants jointly and severally make the following
representations and warranties to the American Participants and the Transferee:

     3.1. Representations and Warranties in the Representation Agreement. The
representations and warranties contained in Section 2 of the Representation
Agreement were true and correct as of the date of the Representation Agreement
and except as set forth in Schedule 3 are true and correct as of the date hereof
with the same force and effect as though made on and as of such date.

     3.2. Performance of Obligations. Each FRES Participant has complied with,
performed and satisfied all terms, covenants and conditions required by the
Partnership Agreement or the Representation Agreement to be complied with,
performed and satisfied by them in connection with the transactions contemplated
hereby on or before the date hereof.

4.   COVENANTS.

     4.1. Further Assurances. From time to time, at the request of any
Transferee and without further consideration, the FRES Participants shall
execute and deliver any further instruments and take such other action as may be
reasonably requested by such Transferee to carry out the transactions
contemplated hereby.

5.   INDEMNIFICATION.

     5.1. Survival of Representations and Warranties.

          (a) The representations and warranties of the FRES Participants made
     in this Agreement shall survive until two years from the date hereof;
     provided, however, the representations and warranties set forth in Sections
     2.5(b), 2.12, and 2.13 of the Representation Agreement as hereby reaffirmed
     and made as of the date hereof, and the representations and warranties set
     forth in Sections 2.14 and 2.15 of the Representation Agreement ("Illegal
     Acts Representations") as hereby reaffirmed and made as of the date hereof,
     shall survive the date hereof and expire upon the expiration, if any, of
     the statute of limitations applicable thereto, including any extensions
     thereof, and provided, further, that representations and warranties with
     respect to which a claim is made within the applicable survival period
     shall survive until such claim is finally determined and paid.

          (b) No claim for indemnification may be made with respect to a
     representation and warranty after the expiration of the applicable survival
     period, other than claims based on fraud.

     5.2. Indemnification by the FRES Participants. The FRES Participants (each
in its or his capacity as an indemnifying party, an "Indemnifying Party")
covenant and agree that they will jointly and severally indemnify, defend,
protect, and hold harmless each of the American Participants and each Transferee
and each of their respective subsidiaries and affiliates (each in its capacity
as an indemnified party, an "Indemnitee") at all times from and after the date
of this Agreement from and against all claims, damages, actions, suits,
proceedings, demands,


                                      -4-



assessments, adjustments, costs and expenses (including specifically, but
without limitation, reasonable attorneys' fees and expenses of investigation)
(collectively "Damages") incurred by such Indemnitee as a result of or incident
to any breach of any representation or warranty of any FRES Participant set
forth herein (in each case as such representation or warranty would read is all
qualifications as to materiality and Material Adverse Effect were deleted
therefrom) and any misrepresentation in connection with this Agreement or the
transactions contemplated hereby and (b) any breach or nonfulfillment by any
FRES Participant of, or any noncompliance by any FRES Participant with, any
covenant, agreement, or obligation contained herein.

     5.3. Third Person Claims. Promptly after an Indemnitee has received notice
of or has knowledge of any claim by a person not a party to this Agreement
("Third Person") or the commencement of any action or proceeding by a Third
Person, the Indemnitee shall, as a condition precedent to a claim with respect
thereto being made against an Indemnifying Party, give the Indemnifying Party
written notice of such claim or the commencement of such action or proceeding;
provided, however, that the failure to give such notice will not relieve such
Indemnifying Party from the liability under this Section with respect to such
claim, action or proceeding, except to the extent that the Indemnifying Party
has been actually prejudiced as a result of such failure. The Indemnifying Party
(at its own expense) shall have the right and shall be given the opportunity to
associate with the Indemnitee in the defense of such claim, suit or proceedings,
provided that counsel for the Indemnitee shall act as lead counsel in all
matters pertaining to the defense or settlement of such claims, suit or
proceedings. The Indemnitee shall not, except at its own cost, make any
settlement with respect to any such claim, suit or proceeding without the prior
consent of the Indemnifying Party, which consent shall not be unreasonably
withheld or delayed. It is understood and agreed that in situations where
failure of the Indemnitee to settle a claim expeditiously could have an adverse
effect on the Indemnitee, the failure of the Indemnifying Party to act upon the
Indemnitee's request for consent to such settlement within five business days of
the Indemnifying Party's receipt of notice thereof from the Indemnitee shall be
deemed to constitute consent by the Indemnifying Party of such settlement for
purposes of this Section 5.3.

     5.4. Limitations on Indemnification.

          (a) Except with respect to Damages relating to Illegal Acts
     Representations made by the FRES Participants, no Indemnifying Party shall
     have any obligation to indemnify any Indemnitee for Damages relating to
     breaches of representations and warranties set forth herein until the
     aggregate amount of Damages incurred by the Indemnitees exceeds $100,000,
     in which event such Person or Persons shall be entitled to indemnification
     only with respect to the amount of such Damages in excess of $100,000.

          (b) The aggregate liability of the FRES Participants for
     indemnification claims under Section 5.2 for breaches of representations
     and warranties shall not exceed the Option Price (as defined in the
     Partnership Agreement).

          (c) The personal liability of each Principal who is an individual for
     indemnification claims under Section 5.2 (other than for breaches of
     Section 6) shall not exceed the aggregate amount of the cash or other
     assets distributed or paid to such Principal (or his successors, assigns or
     transferees) by the Transferors or any other


                                      -5-



     Principal on or after the date hereof, directly or indirectly. No Principal
     who is an individual shall have personal liability for any breach by any
     other Principal who is an individual of the provisions of Section 6.

     5.5. Method of Payment. The FRES Participants shall pay all indemnification
claims in cash. In the event that any Indemnitee makes a claim for
indemnification hereunder and such claim is not paid within 14 days of the date
the claim is made, the FRES Participants shall also pay at the time such claim
is paid an amount equal to interest on the amount of such claim at a per annum
rate of 10% from the date the claim was made to the actual date of payment of
the claim or withholding with respect thereto.

     5.6. Exclusively. Except with respect to equitable relief for violations of
Section 6, the indemnification provisions of this Section shall be the exclusive
remedy for claims under this Agreement, other than claims based on fraud and,
notwithstanding any provision in this Agreement to the contrary, no party shall
be able to avoid the limitations expressly set forth in this Section 5 by
electing to pursue any other remedy.

     5.7. Calculation of Damages. For purposes of this Section 5 "Damages" shall
be calculated after making appropriate adjustments for (i) insurance proceeds
received by the parties and (ii) net tax benefits realized by the parties and
tax consequences to the parties of Damages incurred and indemnification payments
pursuant to this Section 5.

6.   NONCOMPETITION AND NONDISCLOSURE OF CONFIDENTIAL INFORMATION.

     Each FRES Participant hereby agrees to comply, and each Principal hereby
agrees to cause FRES Affiliate (as defined in the Partnership Agreement) to
comply with the provisions of Sections 8.1 and 6.2(c) of the Partnership
Agreement.

7.   GENERAL.

     7.1. Successors and Assigns. This Agreement and the rights of the parties
hereunder may not be assigned (except by operation of law) and shall be binding
upon and shall inure to the benefit of the parties hereto, their successors and
permitted assigns and the heirs and legal representatives of any individual
party hereto.

     7.2. Amendment. This Agreement may be modified or amended only by a written
instrument executed by the FRES Participants, the American Participants and the
Transferees.

     7.3. Counterparts. This Agreement may be executed in any number of
counterparts which together shall constitute one instrument.

     7.4. Expenses. Whether or not the transactions contemplated hereby are
consummated, the FRES Participants, on the one hand, and the American
Participants and the Transferees, on the other hand, will pay the fees and
expenses of their respective agents, representatives, accountants and counsel
incurred in connection with this Agreement and the transactions contemplated
hereby and no such expenses will be borne by the Partnership.


                                      -6-



     7.5. Notices. All notices, demands or communications required or permitted
hereunder shall be in writing. Any notice, demand or other communication given
under this Agreement shall be deemed to be given if given in writing (including
telex, telecopy or similar transmission) addressed as provided below (or at such
other address as the addressee shall have specified by notice actually received
by the addressor) and if either (a) actually delivered in fully legible form, to
such address (evidenced in the case of a telex by receipt of the correct
answerback) or (b) in the case of a letter, five days shall have elapsed after
the same shall have been deposited in the United States mails, with first-class
postage prepaid and registered or certified.

     If to any American Participant or Transferee, addressed to it:

     c/o American Medical Response, Inc.
     2821 South Parker Road, Suite 1000
     Aurora, Colorado  80014
     Attention: General Counsel

     with a copy to:

     Ropes & Gray
     One International Place
     Boston, Massachusetts  02110-2624
     Attention: Ann L. Milner, Esq.

     If to any FRES Participant, addressed to him or it at:

     141 Waterman Avenue
     Mount Dora, Florida 32757

     with a copy to:

     Cox & Smith
     112 East Pecan Street
     Suite 1800
     San Antonio, Texas 78205
     Attention: Steven A. Elder, Esq.

     7.6. Governing Law. This Agreement shall be construed in accordance with
the laws of the State of Florida.

     7.7. Exercise of Rights and Remedies. No delay of or omission in the
exercise of any right, power or remedy accruing to any party as a result of any
breach or default by any other party under this Agreement shall impair any such
right, power or remedy, nor shall it be construed as a waiver of or acquiescence
in any such breach or default, or of any similar breach or default occurring
later; nor shall any waiver of any single breach or default be deemed a waiver
of any other breach or default occurring before or after that waiver.


                                      -7-



     7.8. No Third-Party Beneficiaries. This Agreement is not intended to be for
the benefit of and shall not be enforceable by any person who or which is not a
party hereto (or a permitted assign or successor to such party) other than
persons entitled to indemnification under Section 5.

     7.9. Reformation and Severability. In case any provision of this Agreement
shall be invalid, illegal or unenforceable, it shall, to the extent possible, be
modified in such manner as to be valid, legal and enforceable but so as to most
nearly retain the intent of the parties, and if such modification is not
possible, such provision shall be severed from this Agreement, and in either
case the validity, legality and enforceability of the remaining provisions of
this Agreement shall not in any way be affected or impaired thereby.

     7.10. Time of the Essence. Time is of the essence with respect to this
Agreement.

     7.11. Recovery of Litigation Costs. If any legal action or other proceeding
is brought for the enforcement of this Agreement or because of an alleged
dispute or breach of any of the provisions of this Agreement, the prevailing
party shall be entitled to recover from the other party reasonable attorneys'
fees and other costs incurred in that action or proceeding in addition to any
other relief to which they may be entitled.

     7.12. Venue. Each party submits to the jurisdiction of any state or federal
court sitting in the State of Florida, in any action or proceeding for the
enforcement of this Agreement or relating to an alleged dispute or breach of any
of the provisions of this Agreement and agrees not to bring any action or
proceeding for the enforcement of this Agreement or relating to an alleged
dispute or breach of any of the provisions of this Agreement in any other state
or federal court other than a state or federal court sitting in Orange County,
Florida; provided, however, that any party may bring any such action or
proceeding in any state or federal court sitting in the State of Florida if such
action may not be brought in or properly heard by a state or federal court
sitting in Orange County, Florida. Each party waives to the extent not
prohibited by applicable law in any such action or proceeding brought in any of
the above-named courts any claim that it is not subject personally to the
jurisdiction of such court, that the suit or proceeding is brought in an
inconvenient forum or that the venue of such proceeding is improper. Each party
consents to service of process in any such proceeding in any manner permitted by
the laws of the State of Florida and agrees that service of process by
registered or certified mail, return receipt requested, at its address specified
in or pursuant to Section 7.5 is reasonably calculated to give actual notice.


                                      -8-



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

                                 [ADD NAMES AND SIGNATURE LINES FOR THE PARTIES]


                                      -9-



                                LIST OF SCHEDULES



Schedule No.   Description
- ------------   -----------
            
Schedule 3     Exceptions



                                      -10-



                                                                       EXHIBIT F

                           FORM OF OPINION OF COUNSEL

     (a) each Transaction Document has been duly authorized; executed and
delivered by each FRES Participant and constitutes the legal, valid and binding
obligation of each of them enforceable against each of them in accordance with
its terms subject to (i) bankruptcy, moratorium, insolvency, reorganization,
fraudulent conveyance, arrangement and other similar laws relating to or
affecting the rights and remedies of creditors and (ii) general principals of
equity, regardless of whether applied in proceedings in equity or at law;

     (b) to such counsel's knowledge, after due inquiry and investigation, there
is no governmental action or proceeding and no litigation pending against any
FRES Participant or the Partnership which places in question the validity or
enforceability, or seeks to enjoin performance, of any Transaction Document or
the transactions contemplated thereby;

     (c) all actions and proceedings required by law to be taken by each FRES
Participant, and if applicable, its boards of directors or similar governing
body and stockholders or partners or other equity owners in order to give effect
to the transactions contemplated by the Transaction Documents have been duly and
validly taken;

     (d) no notice to, consent, authorization, approval or order of any court or
governmental agency or body or of any other third party is required in
connection with the execution and delivery of any Transaction Document by any
FRES Participant or the consummation by any of them of any transaction
contemplated thereby or the continuation of the business of the Partnership
after giving effect thereto, except as have already been given, filed or
obtained; and

     (e) the execution of the Transaction Documents and the performance of the
obligations thereunder will not violate or result in a breach or constitute a
default under any of the terms or provisions of the articles of incorporation or
by-laws or the certificate of limited partnership or partnership agreement or
similar governing instrument of any FRES Participant of or of any lease;
license, permit, agreement or any other instrument known to such counsel to
which any FRES Participant or the Partnership is a party or by which any of them
or their assets is bound or subject or violate any law, order, rule or
regulation applicable to any FRES Participant or the Partnership or by which any
FRES Participant or the Partnership or any of their respective assets is bound
or subject.



                                  SCHEDULE 3.1

                  CAPITAL CONTRIBUTIONS AND OWNERSHIP INTERESTS



                                                                      Initial Gross Asset   Percentage
                                    Description of Capital            Value of Capital      Ownership Interest
Name and Address of Partners        Contribution                      Contribution          in Partnership
- ---------------------------------   -------------------------------   -------------------   ------------------
                                                                                   
GENERAL PARTNER:
FLORIDA EMERGENCY PARTNERS, INC.    CASH                                  $   120,000                1.0%
141 Waterman Avenue
Mount Dora, FL  32757

LIMITED PARTNERS:                                                         $ 6,000,000               49.9%
AMERICAN MEDICAL RESPONSE           CERTAIN OPERATING ASSETS
MANAGEMENT, INC.                    INCLUDING INTANGIBLES, LESS THE
2821 South Parke Road               ASSUMPTION OF CERTAIN
Aurora, Colorado 80014              LIABILITIES OF FRES*

DOLPHIN LEASING, LTD. ("Dolphin")   CERTAIN OPERATING ASSETS              $ 5,880,000               49.1%
141 Waterman Avenue                 INCLUDING INTANGIBLES, LESS THE
Mount Dora, FL 32757                ASSUMPTION OF CERTAIN
                                    LIABILITIES OF DOLPHIN*
TOTAL                                                                     $12,000,000              100.0%


*    The description of the capital of American Medical Response Management,
     Inc. ("AMRM") reflects the initial capital contribution of Florida Regional
     Emergency Services, Inc., from whom AMRM purchased its interest in the
     Partnership. For a more complete description of initial capital
     contributions, see the Contribution and Sale Agreement to be entered into
     by and among American Medical Response, Inc., a Delaware corporation, AMRM,
     the Partnership, Florida Regional Emergency Services, Inc., a Florida
     corporation, Dolphin Leasing, Ltd., a Texas limited partnership, Florida
     Emergency Partners, Inc., a Texas corporation, Zebulon Osborne, Seth Ellis,
     William Compton, and Regional Emergency Services, Inc., a limited
     partnership organized under the laws of the State of Delaware. The capital
     accounts reflect the balance as if the transactions contemplated by the
     Contribution and Sale Agreement had occurred on June 30, 1996.



                                  Schedule 5.1

Positions

Vice President, Finance and Reimbursement Vice President, Western Operations
Director, Staff Development
Regional Director
Vice President, Financial Operations
Vice President, Human Resources
Vice President, Operations/Support
Director, Business Office
Director, Fleet Services



                                Schedule 8.2 (b)



NAME                        TITLE
- ----                        -----
                         
David J. Beckman            Vice President, Finance and Reimbursement
Russell Estes               Vice President, Western Operations
Edward R. (Buddy) Jones     Director, Staff Development
David W. Jordan             Regional Director
Brenda K. Mulholland        Vice President, Financial Operations
Karen A. Mulligan           Vice President, Human Resources
Laurence M. O'Shaughnessy   Vice President, Operations/Support
Randal N. Palmer            Director, Business Office
Greg Edmisten               Director, Fleet Services

EX-3.142

                                                                   Exhibit 3.142


                          CERTIFICATE OF INCORPORATION
                                       OF
                   SEMINOLE COUNTY AMBULANCE ACQUISITION, INC.

                                    ARTICLE I

                               NAME OF CORPORATION

                         The name of this corporation is

                   Seminole County Ambulance Acquisition, Inc.

                                   ARTICLE II

                                REGISTERED OFFICE

     The address of the  registered  office of the  corporation  in the state of
Delaware is 32 Loockerman Square,  Suite L-100, in the City of Dover,  County of
Kent, and the name of its registered agent at that address is The  Prentice-Hall
Corporation System, Inc.

                                  ARTICLE III

                                    PURPOSE

     The purpose of the  corporation  is to engage in any lawful act or activity
for which  corporations  may be organized  under the General  Corporation Law of
Delaware.

                                   ARTICLE IV

                            AUTHORIZED CAPITAL STOCK

     The  corporation  shall be  authorized  to issue  one  class of stock to be
designated  Common Stock; the total number of shares which the corporation shall
have authority to issue is one thousand (1,000),  and each such share shall have
a par value of one cent ($.01).

                                    ARTICLE V

                                  INCORPORATOR

     The name and mailing address of the incorporator of the corporation is:

                               Gerard A. Thompson
                      620 Newport Central Drive, Suite 1450
                         Newport Beach, California 92660



                                   ARTICLE VI
                          BOARD POWER REGARDING BYLAWS

     In  furtherance  and not in limitation of the powers  conferred by statute,
the board of directors is expressly authorized to make, repeal, alter, amend and
rescind the bylaws of the corporation.

                                   ARTICLE VII

                              ELECTION OF DIRECTORS

     Elections of directors  need not be by written  ballot unless the bylaws of
the corporation shall so provide.

                                  ARTICLE VIII

                        LIMITATION OF DIRECTOR LIABILITY

     To the fullest extent permitted by the Delaware General  Corporation Law as
the same exists or may hereafter be amended, a director of the corporation shall
not be liable to the corporation or its  stockholders  for monetary  damages for
breach of fiduciary duty as a director.  If the Delaware General Corporation Law
is amended after the date of the filing of this  Certificate of Incorporation to
authorize   corporate  action  further  eliminating  or  limiting  the  personal
liability of  directors,  then the  liability  of a director of the  corporation
shall be eliminated or limited to the fullest  extent  permitted by the Delaware
General  Corporation  Law,  as so  amended  from  time to  time.  No  repeal  or
modification of this Article VIII by the stockholders shall adversely affect any
right or protection of a director of the corporation  existing by virtue of this
Article VIII at the time of such repeal or modification.

                                   ARTICLE IX

                                 CORPORATE POWER

     The corporation  reserves the right to amend,  alter,  change or repeal any
provision  contained in this certificate of incorporation,  in the manner now or
hereafter prescribed by statute, and all rights conferred on stockholders herein
are granted subject to this reservation.

                                    ARTICLE X

                       CREDITOR COMPROMISE OR ARRANGEMENT

     Whenever a compromise or arrangement is proposed  between this  corporation
and its creditors or any class of them and/or between this  corporation  and its
stockholders  or any class of them, any court of equitable  jurisdiction  within
the  State  of  Delaware  may,  on the  application  in a  summary  way of  this
corporation or of any creditor or stockholder  thereof or on the  application

                                       2


of any receiver or receivers appointed for this corporation under the provisions
of section 291 of Title 8 of the Delaware Code or on the application of trustees
in  dissolution or of any receiver or receivers  appointed for this  corporation
under the  provisions  of Section  279 of Title 8 of the  Delaware  Code order a
meeting of the creditors or class of creditors,  and/or of the  stockholders  or
class of stockholders of this corporation, as the case may be, to be summoned in
such  manner as the said court  directs.  If a majority  in number  representing
three-fourths  in value of the  creditors or class of  creditors,  and/or of the
stockholders or class of stockholders of this  corporation,  as the case may be,
agree  to any  compromise  or  arrangement  and to any  reorganization  of  this
corporation  as a  consequence  of such  compromise  or  arrangement,  the  said
compromise or arrangement  and the said  reorganization  shall, if sanctioned by
the court to which the said  application  has been  made,  be binding on all the
creditors  or class of  creditors,  and/or on all the  stockholders  or class of
stockholders,  of  this  corporation,  as the  case  may  be,  and  also on this
corporation.

     THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose
of forming a  corporation  to do  business  both within and without the State of
Delaware,  and in pursuance of the Delaware General Corporation Law, does hereby
make and file this Certificate.

Date:  March 25, 1992

                                                /s/ Gerard A. Thompson
                                                --------------------------------
                                                Gerard A. Thompson

                                       3


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                   SEMINOLE COUNTY AMBULANCE ACQUISITION, INC.

     Seminole County Ambulance Acquisition,  Inc., a corporation organized under
the General Corporation Law of the State of Delaware (the "Corporation"), hereby
certifies as follows:

     1.   Article I of the  Certificate of  Incorporation  of the Corporation is
hereby amended to read in its entirety as follows:

                                   "ARTICLE I

          The name of the Corporation is Seminole County Ambulance, Inc."

     2.   The amendment set forth has been duly approved by the directors of the
Corporation and by the stockholders entitled to vote thereon.

     3.   The  amendment  set  forth was duly  adopted  in  accordance  with the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware.

     IN  WITNESS  WHEREOF,  I,  the  undersigned,  being  the  president  of the
Corporation, for the purpose of amending the Certificate of Incorporation of the
Corporation  pursuant to Section 242 of the General Corporation Law of the State
of Delaware, do make and file this certificate,  hereby declaring and certifying
that the facts herein  stated are true,  and  accordingly  have  hereunto set my
hand, this 21 day of August, 1992.

                                                /s/ George B. DeHuff III
                                                --------------------------------
                                                George B. DeHuff III

Attest:

/s/ Gerard A. Thompson
- -----------------------------
Gerard A. Thompson
Assistant Secretary

                                       4


                    CERTIFICATE OF CHANGE OF REGISTERED AGENT

                                       AND

                                REGISTERED OFFICE
                                    * * * * *

     Seminole County Ambulance, Inc., a corporation organized and existing under
and by virtue of the  General  Corporation  Law of the State of  Delaware,  DOES
HEREBY CERTIFY:

     The present registered agent of the corporation is

     The  Prentice-Hall  Corporation  System,  Inc.  and the present  registered
office of the corporation is in the county of New Castle.

     The Board of  Directors  of Seminole  County  Ambulance,  Inc.  adopted the
following resolution on the 22 day of November, 1995.

     Resolved, that the registered office of Seminole County Ambulance,  Inc. in
the state of Delaware be and it hereby is changed to  Corporation  Trust Center,
1209 Orange  Street,  in the City of Wilmington,  County of New Castle,  and the
authorization  of the present  registered  agent of this  corporation be and the
same is hereby  withdrawn,  and THE CORPORATION  TRUST COMPANY,  shall be and is
hereby constituted and appointed the registered agent of this corporation at the
address of its registered office.

     IN WITNESS  WHEREOF,  Seminole  County  Ambulance,  Inc.  has  caused  this
statement  to be  signed  by Robert H.  Byrne,  its  Secretary*,  this 22 day of
November, 1995.

/s/      X
- ------------------------------------
Secretary
(Title)

*Any  authorized  officer  or the  chairman  or  Vice-Chairman  of the  Board of
Directors may execute this certificate.

                                       5

EX-3.143

                                                                   Exhibit 3.143

                   SEMINOLE COUNTY AMBULANCE ACQUISITION, INC.

                            (a Delaware corporation)

                                     BYLAWS

                                    ARTICLE I

                                     Offices

          SECTION 1.01 Registered Office. The registered office of Seminole
County Ambulance Acquisition, Inc. (hereinafter called the "Corporation") in the
State of Delaware shall be at 32 Loockerman Square, City of Dover, County of
Kent, and the name of the registered agent in charge thereof shall be The
Prentice-Hall Corporation System, Inc.

          SECTION 1.02 Other Offices. The Corporation may also have an office or
offices at such other place or places, either within or without the State of
Delaware, as the Board of Directors (hereinafter called the "Board") may from
time to time determine or as the business of the Corporation may require.

                                   ARTICLE II

                            Meetings of Stockholders

          SECTION 2.01 Annual Meetings. Annual meetings of the stockholders of
the Corporation for the purpose of electing directors and for the transaction of
such other proper business as may come before such meetings may be held at such
time, date and place as the Board shall determine by resolution.

          SECTION 2.02 Special Meetings. A special meeting of the stockholders
for the transaction of any proper business may be called at any time by the
Board or by the President.

          SECTION 2.03 Place of Meetings. All meetings of the stockholders shall
be held at such places, within or without the State of Delaware, as may from
time to time be designated by the person or persons calling the respective
meeting and specified in the respective notices or waivers of notice thereof.

          SECTION 2.04 Notice of Meetings. Except as otherwise required by law,
notice of each meeting of the stockholders, whether annual or special, shall be
given not less than ten (10) nor more than sixty (60) days before the date of
the meeting to each stockholder of record entitled to vote at such meeting by
delivering a typewritten or printed notice thereof to him personally, or by
depositing such notice in the United States mail, in a postage prepaid envelope,
directed to him at his post office address furnished by him to the Secretary of
the Corporation for such purpose or, if he shall not have furnished to the
Secretary his address for


                                       1



such purpose, then at his post office address last known to the Secretary, or by
transmitting a notice thereof to him at such address by telegraph, cable, or
wireless. Except as otherwise expressly required by law, no publication of any
notice of a meeting of the stockholders shall be required. Every notice of a
meeting of the stockholders shall state the place, date and hour of the meeting,
and, in the case of a special meeting, shall also state the purpose or purposes
for which the meeting is called. Notice of any meeting of stockholders shall not
be required to be given to any stockholder who shall have waived such notice and
such notice shall be deemed waived by any stockholder who shall attend such
meeting in person or by proxy, except as a stockholder who shall attend such
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened. Except as otherwise expressly required by law, notice of any adjourned
meeting of the stockholders need not be given if the time and place thereof are
announced at the meeting at which the adjournment is taken.

          SECTION 2.05 Quorum. Except in the case of any meeting for the
election of directors summarily ordered as provided by law, the holders of
record of a majority in voting interest of the shares of stock of the
Corporation entitled to be voted thereat, present in person or by proxy, shall
constitute a quorum for the transaction of business at any meeting of the
stockholders of the Corporation or any adjournment thereof. In the absence of a
quorum at any meeting or any adjournment thereof, a majority in voting interest
of the stockholders present in person or by proxy and entitled to vote thereat
or, in the absence therefrom of all the stockholders, any officer entitled to
preside at, or to act as secretary of, such meeting may adjourn such meeting
from time to time. At any such adjourned meeting at which a quorum is present
any business may be transacted which might have been transacted at the meeting
as originally called.

          SECTION 2.06 Voting.

          (a) Each stockholder shall, at each meeting of the stockholders, be
entitled to vote in person or by proxy each share or fractional share of the
stock of the Corporation having voting rights on the matter in question and
which shall have been held by him and registered in his name on the books of the
Corporation:

               (i) on the date fixed pursuant to Section 6.05 of these Bylaws as
          the record date for the determination of stockholders entitled to
          notice of and to vote at such meeting, or

               (ii) if no such record date shall have been so fixed, then (a) at
          the close of business on the day next preceding the day on which
          notice of the meeting shall be given or (b) if notice of the meeting
          shall be waived, at the close of business on the day next preceding
          the day on which the meeting shall be held.

          (b) Shares of its own stock belonging to the Corporation or to another
corporation, if a majority of the shares entitled to vote in the election of
directors in such other corporation is held, directly or indirectly, by the
Corporation, shall neither be entitled to vote nor


                                       2



be counted for quorum purposes. Persons holding stock of the Corporation in a
fiduciary capacity shall be entitled to vote such stock. Persons whose stock is
pledged shall be entitled to vote, unless in the transfer by the pledgor on the
books of the Corporation he shall have expressly empowered the pledgee to vote
thereon, in which case only the pledgee, or his proxy, may represent such stock
and vote thereon. Stock having voting power standing of record in the names of
two or more persons, whether fiduciaries, members of a partnership, joint
tenants in common, tenants by entirety or otherwise, or with respect to which
two or more persons have the same fiduciary relationship, shall be voted in
accordance with the provisions of the General Corporation Law of the State of
Delaware.

          (c) Any such voting rights may be exercised by the stockholder
entitled thereto in person or by his proxy appointed by an instrument in
writing, subscribed by such stockholder or by his attorney thereunto authorized
and delivered to the secretary of the meeting; provided, however, that no proxy
shall be voted or acted upon after three years from its date unless said proxy
shall provide for a longer period. The attendance at any meeting of a
stockholder who may theretofore have given a proxy shall not have the effect of
revoking the same unless he shall in writing so notify the secretary of the
meeting prior to the voting of the proxy. At any meeting of the stockholders all
matters, except as otherwise provided in the Certificate of Incorporation, in
these Bylaws or by law, shall be decided by the vote of a majority in voting
interest of the stockholders present in person or by proxy and entitled to vote
thereat and thereon, a quorum being present. The vote at any meeting of the
stockholders on any question need not be by ballot, unless so directed by the
chairman of the meeting. On a vote by ballot each ballot shall be signed by the
stockholder voting, or by his proxy, if there be such proxy, and it shall state
the number of shares voted.

          SECTION 2.07 List of Stockholders. The Secretary of the Corporation
shall prepare and make, at least ten (10) days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

          SECTION 2.08 Judges. If at any meeting of the stockholders a vote by
written ballot shall be taken on any question, the chairman of such meeting may
appoint a judge or judges to act with respect to such vote. Each judge so
appointed shall first subscribe an oath faithfully to execute the duties of a
judge at such meeting with strict impartiality and according to the best of his
ability. Such judges shall decide upon the qualification of the voters and shall
report the number of shares represented at the meeting and entitled to vote on
such question, shall conduct and accept the votes, and, when the voting is
completed, shall ascertain and report the number of shares voted respectively
for and against the question. Reports of judges shall be in writing and
subscribed and delivered by them to the Secretary of the Corporation. The judges
need not be stockholders of the Corporation, and any officer of the Corporation
may be a judge


                                       3



on any question other than a vote for or against a proposal in which he shall
have a material interest.

          SECTION 2.09 Action Without Meeting. Any action required to be taken
at any annual or special meeting of stockholders of the Corporation, or any
action which may be taken at any annual or special meeting of such stockholders,
may be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.

                                   ARTICLE III

                               Board of Directors

          SECTION 3.01 General Powers. The property, business and affairs of the
Corporation shall be managed by the Board.

          SECTION 3.02 Number and Term of Office. The number of directors shall
be two (2). Directors need not be stockholders. Each of the directors of the
Corporation shall hold office until his successor shall have been duly elected
and shall qualify or until he shall resign or shall have been removed in the
manner hereinafter provided.

          SECTION 3.03 Election of Directors. The directors shall be elected
annually by the stockholders of the Corporation and the persons receiving the
greatest number of votes, up to the number of directors to be elected, shall be
the directors.

          SECTION 3.04 Resignations. Any director of the Corporation may resign
at any time by giving written notice to the Board or to the Secretary of the
Corporation. Any such resignation shall take effect at the time specified
therein, or, if the time be not specified, it shall take effect immediately upon
its receipt; and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

          SECTION 3.05 Vacancies. Except as otherwise provided in the
Certificate of Incorporation, any vacancy in the Board, whether because of
death, resignation, disqualification, an increase in the number of directors, or
any other cause, may be filled by vote of the majority of the remaining
directors, although less than a quorum. Each director so chosen to fill a
vacancy shall hold office until his successor shall have been elected and shall
qualify or until he shall resign or shall have been removed in the manner
hereinafter provided.

          SECTION 3.06 Place of Meeting, Etc. The Board may hold any of its
meetings at such place or places within or without the State of Delaware as the
Board may from time to time by resolution designate or as shall be designated by
the person or persons calling the meeting or in the notice or a waiver of notice
of any such meeting. Directors may participate in


                                       4



any regular or special meeting of the Board by means of conference telephone or
similar communications equipment pursuant to which all persons participating in
the meeting of the Board can hear each other, and such participation shall
constitute presence in person at such meeting.

          SECTION 3.07 First Meeting. The Board shall meet as soon as
practicable after each annual election of directors and notice of such first
meeting shall not be required.

          SECTION 3.08 Regular Meetings. Regular meetings of the Board may be
held at such times as the Board shall from time to time by resolution determine.
If any day fixed for a regular meeting shall be a legal holiday at the place
where the meeting is to be held, then the meeting shall be held at the same hour
and place on the next succeeding business day not a legal holiday. Except as
provided by law, notice of regular meetings need not be given.

          SECTION 3.09 Special Meetings. Special meetings of the Board shall be
held whenever called by the President or a majority of the authorized number of
directors. Except as otherwise provided by law or by these Bylaws, notice of the
time and place of each such special meeting shall be mailed to each director,
addressed to him at his residence or usual place of business, at least five (5)
days before the day on which the meeting is to be held, or shall be sent to him
at such place by telegraph or cable or be delivered personally not less than
forty-eight (48) hours before the time at which the meeting is to be held.
Except where otherwise required by law or by these Bylaws, notice of the purpose
of a special meeting need not be given. Notice of any meeting of the Board shall
not be required to be given to any director who is present at such meeting,
except a director who shall attend such meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened.

          SECTION 3.10 Quorum and Manner of Acting. Except as otherwise provided
in these Bylaws or by law, the presence of a majority of the authorized number
of directors shall be required to constitute a quorum for the transaction of
business at any meeting of the Board, and all matters shall be decided at any
such meeting, a quorum being present, by the affirmative votes of a majority of
the directors present. In the absence of a quorum, a majority of directors
present at any meeting may adjourn the same from time to time until a quorum
shall be present. Notice of any adjourned meeting need not be given. The
directors shall act only as a Board, and the individual directors shall have no
power as such.

          SECTION 3.11 Action by Consent. Any action required or permitted to be
taken at any meeting of the Board or of any committee thereof may be taken
without a meeting if a written consent thereto is signed by all members of the
Board or of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.

          SECTION 3.12 Removal of Directors. Subject to the provisions of the
Certificate of Incorporation, any director may be removed at any time, either
with or without cause, by the affirmative vote of the stockholders having a
majority of the voting power of the Corporation given at a special meeting of
the stockholders called for the purpose.


                                       5



          SECTION 3.13 Compensation. The directors shall receive only such
compensation for their services as directors as may be allowed by resolution of
the Board. The Board may also provide that the Corporation shall reimburse each
such director for any expense incurred by him on account of his attendance at
any meetings of the Board or Committees of the Board. Neither the payment of
such compensation nor the reimbursement of such expenses shall be construed to
preclude any director from serving the Corporation or its subsidiaries in any
other capacity and receiving compensation therefor.

          SECTION 3.14 Committees. The Board may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. Any such committee,
to the extent provided in the resolution of the Board and except as otherwise
limited by law, shall have and may exercise all the powers and authority of the
Board in the management of the business and affairs of the Corporation, and may
authorize the seal of the Corporation to be affixed to all papers which may
require it. Any such committee shall keep written minutes of its meetings and
report the same to the Board at the next regular meeting of the Board. In the
absence or disqualification of a member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board to act at the meeting in the place of any such absent or disqualified
member.

                                   ARTICLE IV

                                    Officers

          SECTION 4.01 Number. The officers of the Corporation shall be a
President, one or more Vice Presidents (the number thereof and their respective
titles to be determined by the Board), a Secretary and a Treasurer.

          SECTION 4.02 Election, Term of Office and Qualifications. The officers
of the Corporation, except such officers as may be appointed in accordance with
Section 4.03, shall be elected annually by the Board at the first meeting
thereof held after the election thereof. Each officer shall hold office until
his successor shall have been duly chosen and shall qualify or until his
resignation or removal in the manner hereinafter provided.

          SECTION 4.03 Assistants, Agents and Employees, Etc. In addition to the
officers specified in Section 4.01, the Board may appoint other assistants,
agents and employees as it may deem necessary or advisable, including one or
more Assistant Secretaries, and one or more Assistant Treasurers, each of whom
shall hold office for such period, have such authority, and perform such duties
as the Board may from time to time determine. The Board may delegate to any
officer of the Corporation or any committee of the Board the power to appoint,
remove and prescribe the duties of any such assistants, agents or employees.

          SECTION 4.04 Removal. Any officer, assistant, agent or employee of the
Corporation may be removed, with or without cause, at any time: (i) in the case
of an officer, assistant, agent or employee appointed by the Board, only by
resolution of the Board; and (ii) in


                                       6



the case of an officer, assistant, agent or employee, by any officer of the
Corporation or committee of the Board upon whom or which such power of removal
may be conferred by the Board.

          SECTION 4.05 Resignations. Any officer or assistant may resign at any
time by giving written notice of his resignation to the Board or the Secretary
of the Corporation. Any such resignation shall take effect at the time specified
therein, or, if the time be not specified, upon receipt thereof by the Board or
the Secretary, as the case may be; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

          SECTION 4.06 Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or other cause, may be filled for the
unexpired portion of the term thereof in the manner prescribed in these Bylaws
for regular appointments or elections to such office.

          SECTION 4.07 The President. The President of the Corporation shall be
the chief executive officer of the Corporation and shall have, subject to the
control of the Board, general and active supervision and management over the
business of the Corporation and over its several officers, assistants, agents
and employees.

          SECTION 4.08 The Vice Presidents. Each Vice President shall have such
powers and perform such duties as the Board may from time to time prescribe. At
the request of the President, or in case of the President's absence or inability
to act upon the request of the Board, a Vice President shall perform the duties
of the President and when so acting, shall have all the powers of, and be
subject to all the restrictions upon, the President.

          SECTION 4.09 The Secretary. The Secretary shall, if present, record
the proceedings of all meetings of the Board, of the stockholders, and of all
committees of which a secretary shall not have been appointed in one or more
books provided for that purpose; he shall see that all notices are duly given in
accordance with these Bylaws and as required by law; he shall be custodian of
the seal of the Corporation and shall affix and attest the seal to all documents
to be executed on behalf of the Corporation under its seal; and, in general, he
shall perform all the duties incident to the office of Secretary and such other
duties as may from time to time be assigned to him by the Board.

          SECTION 4.10 The Treasurer. The Treasurer shall have the general care
and custody of the funds and securities of the Corporation, and shall deposit
all such funds in the name of the Corporation in such banks, trust companies or
other depositories as shall be selected by the Board. He shall receive, and give
receipts for, moneys due and payable to the Corporation from any source
whatsoever. He shall exercise general supervision over expenditures and
disbursements made by officers, agents and employees of the Corporation and the
preparation of such records and reports in connection therewith as may be
necessary or desirable. He shall, in general, perform all other duties incident
to the office of Treasurer and such other duties as from time to time may be
assigned to him by the Board.


                                       7



          SECTION 4.11 Compensation. The compensation of the officers of the
Corporation shall be fixed from time to time by the Board. None of such officers
shall be prevented from receiving such compensation by reason of the fact that
he is also a director of the Corporation. Nothing contained herein shall
preclude any officer from serving the Corporation, or any subsidiary
corporation, in any other capacity and receiving such compensation by reason of
the fact that he is also a director of the Corporation. Nothing contained herein
shall preclude any officer from serving the Corporation, or any subsidiary
corporation, in any other capacity and receiving proper compensation therefor.

                                    ARTICLE V

                 Contracts, Checks, Drafts, Bank Accounts, Etc.

          SECTION 5.01 Execution of Contracts. The Board, except as in these
Bylaws otherwise provided, may authorize any officer or officers, agent or
agents, to enter into any contract or execute any instrument in the name of and
on behalf of the Corporation, and such authority may be general or confined to
specific instances; and unless so authorized by the Board or by these Bylaws, no
officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
it liable for any purpose or in any amount.

          SECTION 5.02 Checks, Drafts, Etc. All checks, drafts or other orders
for payment of money, notes or other evidence of indebtedness, issued in the
name of or payable to the Corporation, shall be signed or endorsed by such
person or persons and in such manner as, from time to time, shall be determined
by resolution of the Board. Each such officer, assistant, agent or attorney
shall give such bond, if any, as the Board may require.

          SECTION 5.03 Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board may select, or
as may be selected by any officer or officers, assistant or assistants, agent or
agents, or attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board. For the purpose of deposit and for the purpose
of collection for the account of the Corporation, the President, any Vice
President or the Treasurer (or any other officer or officers, assistant or
assistants, agent or agents, or attorney or attorneys of the Corporation who
shall from time to time be determined by the Board) may endorse, assign and
deliver checks, drafts and other orders for the payment of money which are
payable to the order of the Corporation.

          SECTION 5.04. General and Special Bank Accounts. The Board may from
time to time authorize the opening and keeping of general and special bank
accounts with such banks, trust companies or other depositories as the Board may
select or as may be selected by any officer or officers, assistant or
assistants, agent or agents, or attorney or attorneys of the Corporation to whom
such power shall have been delegated by the Board. The Board may make such
special rules and regulations with respect to such bank accounts, not
inconsistent with the provisions of these Bylaws, as it may deem expedient.


                                       8



                                   ARTICLE VI

                            Shares and Their Transfer

          SECTION 6.01 Certificates for Stock. Every owner of stock of the
Corporation shall be entitled to have a certificate or certificates, to be in
such form as the Board shall prescribe, certifying the number and class of
shares of the stock of the Corporation owned by him. The certificates
representing shares of such stock shall be numbered in the order in which they
shall be issued and shall be signed in the name of the Corporation by the
President or a Vice President, and by the Secretary or an Assistant Secretary or
by the Treasurer or an Assistant Treasurer. Any of or all of the signatures on
the certificates may be a facsimile. In case any officer, transfer agent or
registrar who has signed, or whose facsimile signature has been placed upon, any
such certificate, shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, such certificate may nevertheless
be issued by the Corporation with the same effect as though the person who
signed such certificate, or whose facsimile signature shall have been placed
thereupon, were such officer, transfer agent or registrar at the date of issue.
A record shall be kept of the respective names of the persons, firms or
corporations owning the stock represented by such certificates, the number and
class of shares represented by such certificates, respectively, and the
respective dates thereof, and in case of cancellation, the respective dates of
cancellation. Every certificate surrendered to the Corporation for exchange or
transfer shall be cancelled and no new certificate or certificates shall be
issued in exchange for any existing certificate until such existing certificate
shall have been so cancelled, except in cases provided for in Section 6.04.

          SECTION 6.02 Transfers of Stock. Transfers of shares of stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary, or with a transfer clerk or a
transfer agent appointed as provided in Section 6.03, and upon surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon. The person in whose name shares of stock stand on the books
of the Corporation shall be deemed the owner thereof for all purposes as regards
the Corporation. Whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact shall be so expressed in the entry of
transfer if, when the certificate or certificates shall be presented to the
Corporation for transfer, both the transferor and the transferee request the
Corporation to do so.

          SECTION 6.03 Regulations. The Board may make such rules and
regulations as it may deem expedient, not inconsistent with these Bylaws,
concerning the issue, transfer and registration of certificates for shares of
the stock of the Corporation. It may appoint, or authorize any officer or
officers to appoint, one or more transfer clerks or one or more transfer agents
and one or more registrars, and may require all certificates for stock to bear
the signature or signatures of any of them.

          SECTION 6.04 Lost, Stolen, Destroyed, and Mutilated Certificates. In
any case of loss, theft, destruction, or mutilation of any certificate of stock,
another may be issued in its place upon proof of such loss, theft, destruction,
or mutilation and upon the giving of a bond


                                       9



of indemnity to the Corporation in such form and in such sum as the Board may
direct; provided, however, that a new certificate may be issued without
requiring any bond when, in the judgment of the Board, it is proper so to do.

          SECTION 6.05 Fixing Date for Determination of Stockholders of Record.
In order that the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any other change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board may fix, in advance, a record date, which shall not be more than 60
nor less than 10 days before the date of such meeting, nor more than 60 days
prior to any other action. If in any case involving the determination of
stockholders for any purpose other than notice of or voting at a meeting of
stockholders or expressing consent to corporate action without a meeting the
Board shall not fix such a record date, the record date for determining
stockholders for such purpose shall be the close of business on the day on which
the Board shall adopt the resolution relating thereto. A determination of
stockholders entitled to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of such meeting; provided, however, that the Board may
fix a new record date for the adjourned meeting.

                                   ARTICLE VII

                                 Indemnification

          SECTION 7.01 Action, Etc. Other Than by or in the Right of the
Corporation. The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.

          SECTION 7.02 Actions, Etc., by or in the Right of the Corporation. The
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer,


                                       10



employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation, except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the Corporation unless and only to the extent that the Court of Chancery
or the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

          SECTION 7.03 Determination of Right of Indemnification. Any
indemnification under Section 7.01 or 7.02 (unless ordered by a court) shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he has met the applicable standard of
conduct set forth in Section 7.01 and 7.02. Such determination shall be made (i)
by the Board by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (ii) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders.

          SECTION 7.04 Indemnification Against Expenses of Successful Party.
Notwithstanding the other provisions of this Article, to the extent that a
director, officer, employee or agent of the Corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
in Section 7.01 or 7.02, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

          SECTION 7.05 Prepaid Expenses. Expenses incurred by an officer or
director in defending a civil or criminal action, suit or proceeding may be paid
by the Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board in the specific case upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the Corporation as authorized in this Article. Such expenses incurred by
other employees and agents may be so paid upon such terms and conditions, if
any, as the Board deems appropriate.

          SECTION 7.06 Other Rights and Remedies. The indemnification provided
by this Article shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any Bylaws, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.


                                       11



          SECTION 7.07 Insurance. Upon resolution passed by the Board, the
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article.

          SECTION 7.08 Constituent Corporations. For the purposes of this
Article, references to "the Corporation" include all constituent corporations
absorbed in a consolidation or merger as well as the resulting or surviving
corporation, so that any person who is or was a director, officer, employee or
agent of such a constituent corporation or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise shall
stand in the same position under the provisions of this Article with respect to
the resulting or surviving corporation as he would if he had served the
resulting or surviving corporation in the same capacity.

          SECTION 7.09 Other Enterprises, Fines, and Serving at Corporation's
Request. For purposes of this Article, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this
Article.

                                  ARTICLE VIII

                                  Miscellaneous

          SECTION 8.01 Seal. The Board shall provide a corporate seal, which
shall be in the form of a circle and shall bear the name of the Corporation and
words and figures showing that the Corporation was incorporated in the State of
Delaware and the year of incorporation.

          SECTION 8.02 Waiver of Notices. Whenever notice is required to be
given by these Bylaws or the Certificate of Incorporation or by law, the person
entitled to said notice may waive such notice in writing, either before or after
the time stated therein, and such waiver shall be deemed equivalent to notice.

          SECTION 8.03 Amendments. These Bylaws, or any of them, may be altered,
amended or repealed, and new Bylaws may be made, (i) by the Board, by vote of a
majority of the number of directors then in office as directors, acting at any
meeting of the Board, or (ii) by the stockholders, at any annual meeting of
stockholders, without previous


                                       12



notice, or at any special meeting of stockholders, provided that notice of such
proposed amendment, modification, repeal or adoption is given in the notice of
special meeting. Any Bylaws made or altered by the stockholders may be altered
or repealed by either the Board or the stockholders.


                                       13



                       CERTIFICATE OF ASSISTANT SECRETARY

          I, the undersigned, do hereby certify:

          1. That I am the duly elected and acting Assistant Secretary of
Seminole County Ambulance Acquisition, Inc., a Delaware corporation; and

          2. That the foregoing bylaws, comprising 16 pages, constitute the
bylaws of said corporation as duly adopted by action of the sole stockholder or
board of directors of the Corporation.

          IN WITNESS WHEREOF, 1 have executed this Certificate as Assistant
Secretary of the Corporation effective as of this 27 day of March, 1992.


                                        /s/ Gerard A. Thompson
                                        ----------------------------------------
                                        Gerard A. Thompson

EX-3.144

                                                                   Exhibit 3.144

                            ARTICLES OF INCORPORATION

                                       OF

                         SPRINGS AMBULANCE SERVICE, INC.

          KNOW ALL MEN BY THESE PRESENTS:

          That we, the undersigned, have this day voluntarily associated
ourselves together for the purpose of forming a corporation under the laws of
the State of California, and we do certify:

          FIRST: That the name of the corporation shall be:

               SPRING AMBULANCE SERVICE, INC.

          SECOND: That the purposes for which this corporation is formed are:

          (a) The principal business of the corporation is the operation of an
ambulance service;

          (b) To buy, lease, acquire, own, hold, sell, let and otherwise dispose
of property of all kinds, both real and personal, that may be necessary,
incident or convenient for the carrying on of said business;

          (c) To enter into, make, perform and carry out contracts of every kind
for any lawful purpose, without limit as to the amount, with any person, firm,
association or corporation, municipality, county, parish, state, territory,
government or other municipal or governmental subdivision;

          (d) To become a partner (either general or limited or both) and to
enter into agreements or partnership with one or more other persons or
corporations for the purpose of carrying on any business whatsoever which this
corporation may deem proper or convenient in connection with any of the purposes
herein set forth or otherwise, or which may be calculated,



directly or indirectly, to promote the interests of this corporation or to
enhance the value of its property or business;

          (e) To borrow and lend money, but nothing herein contained shall be
construed as authorizing the business of banking, or as including the business
purposes of a commercial bank, savings bank or trust company;

          (f) To issue bonds, notes, debentures or other obligations of the
corporation from time to time for any of the objects or purposes of this
corporation, and to secure the same by mortgage, deed of trust, pledge or
otherwise, or to issue the same unsecured; to purchase or otherwise acquire its
own bonds, debentures or other evidences of its indebtedness or obligations; to
purchase, hold, sell and transfer the shares of its own capital stock to the
extent and in the manner provided by the laws of the State of California, as the
same are now in force or may be hereafter amended;

          (g) To carry on any business whatsoever, either as principal or as
agent, or both, or as a partnership, which this corporation may deem proper or
convenient in connection with any of the foregoing purposes or otherwise, or
which may be calculated directly or indirectly to promote the interests of this
corporation, or to enhance the value of its property or business; to conduct its
business in this state or in other states; in the District of Columbia; in the
territories and colonies of the United States, and in foreign countries.

          The foregoing statement of purposes shall be construed as a statement
of both purposes and powers, and the purposes and powers stated in each clause
shall, except where otherwise expressed, be in nowise limited or restricted by
reference to or inference from the terms or provisions of any other clause, but
shall be regarded as independent purposes and powers.


                                        2



          THIRD: That the principal office for the transaction of business of
the corporation is to be located at 889 Calle Tomas, in the City of Palm
Springs, County of Riverside, State of California.

          FOURTH: That this corporation is authorized to issue only one class or
kind of shares of stock, the total number of which is seven hundred fifty shares
(750), of the aggregate par value of Seventy Five Thousand Dollars ($75,000.00),
and with a par value of One Hundred Dollars ($100.00) per share.

          FIFTH: Each shareholder shall be entitled to full pre-emptive or
preferential rights to purchase, or to subscribe for his proportionate part of
any and all issues of shares or other securities which may at any time be issued
by this corporation.

          SIXTH: That the number of directors of said corporation shall be three
(3), who need not be shareholders, and the names and addresses of the persons
who are appointed until the first annual meeting of shareholders, or until the
selection and qualification of their successors, are:

          FRANK MULLER        805 N. Indian Avenue
                              Palm Springs,
                              California

          CHARLES F. MULLER   889 Calle Tomas
                              Palm Springs,
                              California

          ALLAN S. REICHLE    805 Calle Tomas
                              Palm Springs,
                              California


                                        3



          In Witness Whereof, we have hereunto affixed our signatures this 29th
day of April, 1966.


                                        /s/ Frank Muller
                                        ----------------------------------------
                                        FRANK MULLER


                                        /s/ Charles F. Muller
                                        ----------------------------------------
                                        CHARLES F. MULLER


                                        /s/ Allan S. Reichle
                                        ----------------------------------------
                                        ALLAN S. REICHLE


                                        4



STATE OF CALIFORNIA )
                    ) ss
COUNTY OF RIVERSIDE )

          On the 29th day of April, 1966, before me James Hollowell, a Notary
Public in and for said County and State, residing therein, duly commissioned and
sworn, personally appeared FRANK MULLER, CHARLES F. MULLER and ALLAN S. REICHLE,
known to me to be the persons whose names are subscribed to the foregoing
instrument, and acknowledged to me that they executed the same.

          In Witness Whereof, I have hereunto set my hand and affixed my
official seal in the City of Palm Springs, County of Riverside, State of
California, the day and year first above written.


                                        /s/ James Hollowell
                                        ----------------------------------------
                                        Notary Public in and for
                                        Said County and State


                                        5



                            CERTIFICATE OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION

CHARLES F. MULLER and ALLAN S. REICHLE certify:

1. We are the president and secretary, respectively, of SPRINGS AMBULANCE
SERVICE, INC., a California corporation.

2. That at a meeting of the Board of Directors of said corporation, duly held at
Palm Springs, California, on June 10, 1970, the following resolution was
adopted:

          "RESOLVED, that so much of Article SIXTH of the Articles of
          Incorporation of this corporation as reads, 'That the number of
          directors of said corporation shall be three (3)' is amended to read,
          'That the number of directors of said corporation shall be four (4).'"

3. That the shareholders adopted said amendment by resolution. That the wording
of the amended article is set forth in the shareholders' resolution is the same
as that set forth in the directors' resolution in paragraph 2 of this
Certificate.

4. That the number of shares which so voted for the adoption of said amendment
is 110, and that the total number of shares entitled to vote on or consent to
said amendment is 110.

We declare under penalty of perjury that the matters herein set forth are true
of our own knowledge. Executed at Palm Springs, California, on October 16, 1970.


                                        /s/ Charles F. Muller
                                        ----------------------------------------
                                        CHARLES F. MULLER, President


                                        /s/ Allan S. Reichle
                                        ----------------------------------------
                                        ALLAN S. REICHLE, Secretary


                                        6



                            CERTIFICATE OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                         SPRINGS AMBULANCE SERVICE, INC.

     Allan S. Reichle and Diane Reichle hereby certify that:

     1. They are the President and Secretary, respectively, of SPRINGS AMBULANCE
SERVICE, INC. a California corporation.

     2. ARTICLE SEVENTH is hereby added to the Articles of Incorporation of this
Corporation as follows:

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

     3. ARTICLE EIGHTH is hereby added to the Articles of Incorporation of this
Corporation as follows:

          "The Corporation is authorized to provide indemnification of agents
          (as defined in Section 317 of the Corporations Code) for breach of
          duty to the Corporation and its shareholders through bylaw provisions
          or through agreements with the agents, or both, in excess of the
          indemnification otherwise permitted by Section 317 of the Corporations
          Code, subject to the limits of such excess indemnification set forth
          in Section 204 of the Corporations Code."

     4. The foregoing amendments of Articles of Incorporation have been duly
approved by the Board of Directors.

     5. The foregoing amendments of Articles of Incorporation have been duly
approved by the required vote of shareholders in accordance with Section 902 of
the Corporations Code. The total number of outstanding shares of this
Corporation is 110. The number of shares voting in favor of the Amendment was
100%.


                                        /s/ Allan S. Reichle
                                        ----------------------------------------
                                        Allan S. Reichle, President

                                        Signature continued next page . . .




                                        /s/ Dianne Reichle
                                        ----------------------------------------
                                        Dianne Reichle, Secretary

     The undersigned declare under penalty of perjury that the matters set forth
in the foregoing Certificate are true of their own knowledge.

     Executed at Palm Springs, California, on this 10 day of August, 1988.


                                        /s/ Allan S. Reichle
                                        ----------------------------------------
                                        Allan S. Reichle


                                        /s/ Dianne Reichle
                                        ----------------------------------------
                                        Dianne Reichle


                                        2



                           AGREEMENT OF MERGER BETWEEN
                            SPRINGS ACQUISITION, INC.
                                       and
                         SPRINGS AMBULANCE SERVICE, INC.
 (under Section 1101 of the General Corporation Law of the State of California)

     This Agreement of Merger is entered into between Springs Ambulance Service,
Inc., a California corporation (herein "Surviving Corporation"), and Springs
Acquisition, Inc., a California corporation (herein "Merging Corporation") and a
wholly owned subsidiary of American Medical Response, Inc., a Delaware
corporation, on November 7, 1996. The Surviving Corporation and the Merging
Corporation agree as follows:

     1. Merging Corporation shall be merged into Surviving Corporation (the
"Merger").

     2. Each share of common stock of Merging Corporation outstanding
immediately prior to the Merger shall be converted into one fully paid and
non-assessable share of common stock of the Surviving Corporation, and each
share of common stock of Surviving Corporation outstanding immediately prior to
the Merger shall be converted into a right to receive its pro rata share of
$4,100,000, of which amount $2,100,000 shall be paid in cash, and the remaining
$2,000,000 to be paid in the form of a subordinated promissory note.

     3. Merging Corporation shall from time to time, as and when requested by
Surviving Corporation, execute and deliver all such documents and instruments
and take all such action necessary or desireable to evidence or carry out this
Merger.

     4. The effect of the Merger and the effective date of the Merger are as
prescribed by law.

     IN WITNESS WHEREOF the parties have executed this Agreement on the date
first above written.

SPRINGS ACQUISITION, INC                SPRINGS AMBULANCE SERVICE, INC.


/s/ Greg Guckes                         /s/ Allan S. Reichle
- -------------------------------------   ----------------------------------------
GREG GUCKES, President                  ALLAN S. REICHLE, President


/s/ William Seymour                     /s/ Dianne J. Reichle
- -------------------------------------   ----------------------------------------
WILLIAM SEYMOUR, Secretary              DIANNE J. REICHLE, Secretary



                         SPRINGS AMBULANCE SERVICE, INC.
                             CERTIFICATE OF APPROVAL
                                       OF
                               AGREEMENT OF MERGER

     The undersigned do hereby certify that:

     1. We are the President and Secretary, respectively, of Springs Ambulance
Service, Inc., a California corporation.

     2. The Agreement of Merger in the form attached hereto was duly approved by
the shareholders and the directors of the corporation.

     3. The shareholder approval was by 100% of the outstanding shares of the
corporation.

     4. There is only one class of shares and the number of shares outstanding
is 110.

     We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.

Dated: 11-6, 1996.


                                        /s/ Allan S. Reichle
                                        ----------------------------------------
                                        ALLAN S. REICHLE, President


                                        /s/ Dianne J. Reichle
                                        ----------------------------------------
                                        DIANNE J. REICHLE, Secretary



                            SPRINGS ACQUISITION, INC.
                             CERTIFICATE OF APPROVAL
                                       OF
                               AGREEMENT OF MERGER

     The undersigned do hereby certify that:

     1. We are the President and Secretary, respectively, of Springs
Acquisition, Inc., a California corporation.

     2. The Agreement of Merger in the form attached hereto was duly approved by
the shareholders and the directors of the corporation.

     3. The shareholder approval was by 100% of the outstanding shares of the
corporation.

     4. There is only one class of shares and the number of shares outstanding
is 100.

     We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.

Dated: November 5, 1996.


                                        /s/ Gregory K. Guckes
                                        ---------------------------------------
                                        GREGORY B. GUCKES, President


                                        /s/ William A. Seymour
                                        ---------------------------------------
                                        WILLIAM A. SEYMOUR, Secretary



                            CERTIFICATE OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION

The undersigned certify that:

1. They are the Vice President and Assistant Secretary of the corporation.

2. The name of the corporation is Springs Ambulance Service, Inc.

3. Article VI of the Articles of Incorporation of this corporation is amended to
read as follows:

      "That the number of directors of said corporation shall be one (1)."

4. The foregoing amendment has been duly approved by the Board of Directors.

5. The foregoing amendment of the Articles of Incorporation has been duly
approved by the required vote of shareholders in accordance with Section 902 of
the Corporations Code. The total number of outstanding shares of this
Corporation is 110. The number of shares voting in favor of the Amendment was
100%.

We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.

Date: 11/1/00


                                        /s/ Gino Porazzo
                                        ----------------------------------------
                                        Gino Porazzo, Asst. Secretary


                                        /s/ Lori Evans
                                        ----------------------------------------
                                        Lori A. E. Evans, Vice President

EX-3.145

                                                                   Exhibit 3.145

                                     BY-LAWS

                                       OF

                               THE SUBSIDIARIES OF

                         AMERICAN MEDICAL RESPONSE, INC.

                  Section 1. LAW, CERTIFICATE OF INCORPORATION
                                   AND BY-LAWS

     1.1. These by-laws are subject to the certificate of incorporation of the
corporation. In these by-laws, references to law, the certificate of
incorporation and by-laws mean the law, the provisions of the certificate of
incorporation and the by-laws as from time to time in effect.

                             Section 2. STOCKHOLDERS

     2.1. Annual Meeting. The annual meeting of stockholders shall be held at
10:00 am on the second Tuesday in May in each year, unless that day be a legal
holiday at the place where the meeting is to be held, in which case the meeting
shall be held at the same hour on the next succeeding day not a legal holiday,
or at such other date and time as shall be designated from time to time by the
board of directors and stated in the notice of the meeting, at which they shall
elect a board of directors and transact such other business as may be required
by law or these by-laws or as may properly come before the meeting.

     2.2. Special Meetings. A special meeting of the stockholders may be called
at any time by the chairman of the board, if any, the president or the board of
directors. A special meeting of the stockholders shall be called by the
secretary, or in the case of the death, absence, incapacity or refusal of the
secretary, by an assistant secretary or some other officer, upon application of
a majority of the directors. Any such application shall state the purpose or
purposes of the proposed meeting. Any such call shall state the place, date,
hour, and purposes of the meeting.

     2.3. Place of Meeting. All meetings of the stockholders for the election of
directors or for any other purpose shall be held at such place within or without
the state of incorporation as may be determined from time to time by the
chairman of the board, if any, the president or the board of directors. Any
adjourned session of any meeting of the stockholders shall be held at the place
designated in the vote of adjournment.

     2.4. Notice of Meetings. Except as otherwise provided by law, a written
notice of each meeting of stockholders stating the place, day and hour thereof
and, in the case of a special meeting, the purposes for which the meeting is
called, shall be given not less then ten nor more than sixty days before the
meeting, to each stockholder entitled to vote thereat, and to each stockholder
who, by law, by the certificate of incorporation or by these by-laws, is
entitled to notice, by leaving such notice with him or at his residence or usual
place of business, or by depositing it in the United States mail, postage
prepaid, and addressed to such stockholder at his address as it appears in the
records of the corporation. Such notice shall be given by the secretary, or by
an officer or person designated by the board of directors, or in the case of a
special meeting by the officer calling the meeting. As to any adjourned session
of any



meeting of stockholders, notice of the adjourned meeting need not be given if
the time and place thereof are announced at the meeting at which the adjournment
was taken except that if the adjournment is for more than thirty days or if
after the adjournment a new record date is set for the adjourned session, notice
of any such adjourned session of the meeting shall be given in the manner
heretofore described. No notice of any meeting of stockholders or any adjourned
session thereof need be given to a stockholder if a written waiver of notice,
executed before or after the meeting or such adjourned session by such
stockholder, is filed with the records of the meeting or if the stockholder
attends such meeting without objecting at the beginning of the meeting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
meeting of the stockholders or any adjourned session thereof need be specified
in any written waiver of notice.

     2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as
to any matter shall consist of a majority of the votes entitled to be cast on
the matter, except where a larger quorum is required by law, by the certificate
of incorporation or by these by-laws. Any meeting may be adjourned from time to
time by a majority of the votes properly cast upon the question, whether or not
a quorum is present. If a quorum is present at an original meeting, a quorum
need not be present at an adjourned session of that meeting. Shares of its own
stock belonging to the corporation or to another corporation, if a majority of
the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the corporation, shall neither
be entitled to vote nor be counted for quorum purposes; provided, however, that
the foregoing shall not limit the right of any corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

     2.6. Action by Vote. When a quorum is present at any meeting, a plurality
of the votes properly cast for election to any office shall elect to such office
and a majority of the votes properly cast upon any question other than an
election to an office shall decide the question, except when a larger vote is
required by law, by the certificate of incorporation or by these by-laws. No
ballot shall be required for any election unless requested by a stockholder
present or represented at the meeting and entitled to vote in the election.

     2.7. Action without Meetings. Unless otherwise provided in the certificate
of incorporation, any action required or permitted to be taken by stockholders
for or in connection with any corporate action may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the corporation by
delivery to its registered office in the state of incorporation by hand or
certified or registered mail, return receipt requested, to its principal place
of business or to an officer or agent of the corporation having custody of the
book in which proceedings of meetings of stockholders are recorded. No written
consent shall be effective to take the corporate action referred to therein
unless written consents signed by a number of stockholders sufficient to take
such action are delivered to the corporation in the manner specified in this
paragraph within sixty days of the earliest dated consent so delivered.

     If action is taken by consent of stockholders and in accordance with the
foregoing, there shall be filed with the records of the meetings of stockholders
the writing or writings comprising such consent.

     If action is taken by less than unanimous consent of stockholders, prompt
notice of the taking of such action without a meeting shall be given to those
who have not consented in writing and a certificate


                                      -2-



signed and attested to by the secretary that such notice was given shall be
filed with the records of the meetings of stockholders.

     In the event that the action which is consented to is such as would have
required the filing of a certificate under any provision of the General
Corporation Law of the State of Delaware, if such action had been voted upon by
the stockholders at a meeting thereof, the certificate filed under such
provision shall state, in lieu of any statement required by such provision
concerning a vote of stockholders, that written consent has been given under
Section 228 of said General Corporation Law and that written notice has been
given as provided in such Section 228.

     2.8. Proxy Representation. Every stockholder may authorize another person
or persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether by waiving notice of any meeting, objecting to
or voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by his
attorney-in-fact. No proxy shall be voted or acted upon after three years from
its date unless such proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and, if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally. The authorization of a proxy may but need
not be limited to specified action, provided, however, that if a proxy limits
its authorization to a meeting or meetings of stockholders, unless otherwise
specifically provided such proxy shall entitle the holder thereof to vote at any
adjourned session but shall not be valid after the final adjournment thereof.

     2.9. Inspectors. The directors or the person presiding at the meeting may,
and shall if required by applicable law, appoint one or more inspectors of
election and any substitute inspectors to act at the meeting or any adjournment
thereof. Each inspector, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting, the inspectors shall make a report in
writing of any challenge, question or matter determined by them and execute a
certificate of any fact found by them.

     2.10. List of Stockholders. The secretary shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at such meeting, arranged in alphabetical order
and showing the address of each stockholder and the number of shares registered
in his name. The stock ledger shall be the only evidence as to who are
stockholders entitled to examine such list or to vote in person or by proxy at
such meeting.


                                      -3-



                          Section 3. BOARD OF DIRECTORS

     3.1. Number. The corporation shall have one or more directors, the number
shall be consistent with applicable law and shall be determined from time to
time by vote of a majority of the directors then in office. No director need be
a stockholder.

     3.2. Tenure. Each director shall hold office until the next annual meeting
and until his successor is elected and qualified, or until he sooner dies,
resigns, is removed or becomes disqualified.

     3.3. Powers. The business and affairs of the corporation shall be managed
by or under the direction of the board of directors who shall have and may
exercise all the powers of the corporation and do all such lawful acts and
things as are not by law, the certificate of incorporation or these by-laws
directed or required to be exercised or done by the stockholders.

     3.4. Vacancies. Vacancies and any newly created directorships resulting
from any increase in the number of directors may be filled by vote of the
holders of the particular class or series of stock entitled to elect such
director at a meeting called for the purpose, or by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director, in
each case elected by the particular class or series of stock entitled to elect
such directors. When one or more directors shall resign from the board,
effective at a future date, a majority of the directors then in office,
including those who have resigned, who were elected by the particular class or
series of stock entitled to elect such resigning director or directors shall
have power to fill such vacancy or vacancies, the vote or action by writing
thereon to take effect when such resignation or resignations shall become
effective. The directors shall have and may exercise all their powers
notwithstanding the existence of one or more vacancies in their number, subject
to any requirements of law or of the certificate of incorporation or of these
by-laws as to the number of directors required for a quorum or for any vote or
other actions.

     3.5. Committees. The board of directors may, by vote of a majority of the
whole board, (a) designate, change the membership of or terminate the existence
of any committee or committees, each committee to consist of one or more of the
directors; (b) designate one or more directors as alternate members of any such
committee who may replace any absent or disqualified member at any meeting of
the committee; and (c) determine the extent to which each such committee shall
have and may exercise the powers of the board of directors in the management of
the business and affairs of the corporation, including the power to authorize
the seal of the corporation to be affixed to all papers which require it and the
power and authority to declare dividends or to authorize the issuance of stock;
excepting, however, such powers which by law, by the certificate of
incorporation or by these by-laws they are prohibited from so delegating. In the
absence or disqualification of any member of such committee and his alternate,
if any, the member or members thereof present at any meeting and not
disqualified from voting, whether or not constituting a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in the
place of any such absent or disqualified member. Except as the board of
directors may otherwise determine, any committee may make rules for the conduct
of its business, but unless otherwise provided by the board or such rules, its
business shall be conducted as nearly as may be in the same manner as is
provided by these by-laws for the conduct of business by the board of directors.
Each committee shall keep regular minutes of its meetings and report the same to
the board of directors upon request.

     3.6. Regular Meetings. Regular meetings of the board of directors may be
held without call or notice at such places within or without the State of
Delaware and at such times as the board may from


                                      -4-



time to time determine, provided that notice of the first regular meeting
following any such determination shall be given to absent directors. A regular
meeting of the directors may be held without call or notice immediately after
and at the same place as the annual meeting of stockholders.

     3.7. Special Meetings. Special meetings of the board of directors may be
held at any time and at any place within or without the state of incorporation
designated in the notice of the meeting, when called by the chairman of the
board, if any, the president, or by one-third or more in number of the
directors, reasonable notice thereof being given to each director by the
secretary or by the chairman of the board, if any, the president or any one of
the directors calling the meeting.

     3.8. Notice. It shall be reasonable and sufficient notice to a director to
send notice by mail or overnight courier at least forty-eight hours or by
telegram at least twenty-four hours before the meeting addressed to him at his
usual or last known business or residence address or to give notice to him in
person or by telephone at least twenty-four hours before the meeting. Notice of
a meeting need not be given to any director if a written waiver of notice,
executed by him before or after the meeting, is filed with the records of the
meeting, or to any director who attends the meeting without protesting prior
thereto or at its commencement the lack of notice to him. Neither notice of a
meeting nor a waiver of a notice need specify the purposes of the meeting.

     3.9. Quorum. Except as may be otherwise provided by law, by the certificate
of incorporation or by these by-laws, at any meeting of the directors a majority
of the directors then in office shall constitute a quorum; a quorum shall not in
any case be less than one-third of the total number of directors constituting
the whole board. Any meeting may be adjourned from time to time by a majority of
the votes cast upon the question, whether or not a quorum is present, and the
meeting may be held as adjourned without further notice.

     3.10. Action by Vote. Except as may be otherwise provided by law, by the
certificate of incorporation or by these by-laws, when a quorum is present at
any meeting the vote of a majority of the directors present shall be the act of
the board of directors.

     3.11. Action Without a Meeting. Any action required or permitted to be
taken at any meeting of the board of directors or a committee thereof may be
taken without a meeting if all the members of the board or of such committee, as
the case may be, consent thereto in writing, and such writing or writings are
filed with the records of the meetings of the board or of such committee. Such
consent shall be treated for all purposes as the act of the board or of such
committee, as the case may be.

     3.12. Participation in Meetings by Conference Telephone. Members of the
board of directors, or any committee designated by such board, may participate
in a meeting of such board or committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other or by any other means permitted by law. Such
participation shall constitute presence in person at such meeting.

     3.13. Compensation. In the discretion of the board of directors, each
director may be paid such fees for his services as director and be reimbursed
for his reasonable expenses incurred in the performance of his duties as
director as the board of directors from time to time may determine. Nothing
contained in this section shall be construed to preclude any director from
serving the corporation in any other capacity and receiving reasonable
compensation therefor.

     3.14. Interested Directors and Officers.


                                      -5-



     (a) No contract or transaction between the corporation and one or more of
its directors or officers, or between the corporation and any other corporation,
partnership, association, or other organization in which one or more of the
corporation's directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the board or committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purpose, if:

          (1) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the board of directors
or the committee, and the board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or

          (2) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or

          (3) The contract or transaction is fair as to the corporation as of
the time it is authorized, approved or ratified, by the board of directors, a
committee thereof, or the stockholders.

     (b) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or of a committee
which authorizes the contract or transaction.

                         Section 4. OFFICERS AND AGENTS

     4.1. Enumeration; Qualification. The officers of the corporation shall be a
president, a treasurer, a secretary and such other officers, if any, as the
board of directors from time to time may in its discretion elect or appoint
including without limitation a chairman of the board, one or more vice
presidents and a controller. The corporation may also have such agents, if any,
as the board of directors from time to time may in its discretion choose. Any
officer may be but none need be a director or stockholder. Any two or more
offices may be held by the same person. Any officer may be required by the board
of directors to secure the faithful performance of his duties to the corporation
by giving bond in such amount and with sureties or otherwise as the board of
directors may determine.

     4.2. Powers. Subject to law, to the certificate of incorporation and to the
other provisions of these by-laws, each officer shall have, in addition to the
duties and powers herein set forth, such duties and powers as are commonly
incident to his office and such additional duties and powers as the board of
directors may from time to time designate.

     4.3. Election. The officers may be elected by the board of directors at
their first meeting following the annual meeting of the stockholders or at any
other time. At any time or from time to time the directors may delegate to any
officer their power to elect or appoint any other officer or any agents.

     4.4. Tenure. Each officer shall hold office until his respective successor
is chosen and qualified unless a shorter period shall have been specified by the
terms of his election or appointment, or in each case until he sooner dies,
resigns, is removed or becomes disqualified. Each agent shall retain his
authority at the pleasure of the directors, or the officer by whom he was
appointed or by the officer who then holds agent appointive power.


                                      -6-



     4.5. Chairman of the Board of Directors, President and Vice President. The
chairman of the board, if any, shall have such duties and powers as shall be
designated from time to time by the board of directors. Unless the board of
directors otherwise specifies, the chairman of the board, or if there is none
the chief executive officer, shall preside, or designate the person who shall
preside, at all meetings of the stockholders and of the board of directors.

     Unless the board of directors otherwise specifies, the president shall be
the chief executive officer and shall have direct charge of all business
operations of the corporation and, subject to the control of the directors,
shall have general charge and supervision of the business of the corporation.

     Any vice presidents shall have such duties and powers as shall be set forth
in these by-laws or as shall be designated from time to time by the board of
directors or by the president.

     4.6. Treasurer and Assistant Treasurers. Unless the board of directors
otherwise specifies, the treasurer shall be in charge of the corporation's funds
and valuable papers, and shall have such other duties and powers as may be
designated from time to time by the board of directors or by the president. If
no controller is elected, the treasurer shall, unless the board of directors
otherwise specifies, also have the duties and powers of the controller. Any
assistant treasurers shall have such duties and powers as shall be designated
from time to time by the board of directors, the president or the treasurer.

     4.7. Controller and Assistant Controllers. If a controller is elected, he
shall, unless the board of directors otherwise specifies, be in charge of its
books of account and accounting records, and of its accounting procedures. He
shall have such other duties and powers as may be designated from time to time
by the board of directors, the president or the treasurer. Any assistant
controller shall have such duties and powers as shall be designated from time to
time by the board of directors, the president, the treasurer or the controller.

     4.8. Secretary and Assistant Secretaries. The secretary shall record all
proceedings of the stockholders, of the board of directors and of committees of
the board of directors in a book or series of books to be kept therefor and
shall file therein all actions by written consent of stockholders or directors.
In the absence of the secretary from any meeting, an assistant secretary, or if
there be none or he is absent, a temporary secretary chosen at the meeting,
shall record the proceedings thereof. Unless a transfer agent has been appointed
the secretary shall keep or cause to be kept the stock and transfer records of
the corporation, which shall contain the names and record addresses of all
stockholders and the number of shares registered in the name of each
stockholder. He shall have such other duties and powers as may from time to time
be designated by the board of directors or the president. Any assistant
secretaries shall have such duties and powers as shall be designated from time
to time by the board of directors, the president or the secretary.


                                      -7-



                      Section 5. RESIGNATIONS AND REMOVALS

     5.1. Any director or officer may resign at any time by delivering his
resignation in writing to the chairman of the board, if any, the president, or
the secretary or to a meeting of the board of directors. Such resignation shall
be effective upon receipt unless specified to be effective at some other time,
and without in either case the necessity of its being accepted unless the
resignation shall so state. A director (including persons elected by
stockholders or directors to fill vacancies in the board) may be removed from
office with or without cause by the vote of the holders of a majority of the
issued and outstanding shares of the particular class or series entitled to vote
in the election of such director. The board of directors may at any time remove
any officer either with or without cause. The board of directors may at any time
terminate or modify the authority of any agent.

                              Section 6. VACANCIES

     6.1. If the office of the president or the treasurer or the secretary
becomes vacant, the directors may elect a successor by vote of a majority of the
directors then in office. If the office of any other officer becomes vacant, any
person or body empowered to elect or appoint that officer may choose a
successor. Each such successor shall hold office for the unexpired term, and in
the case of the president, the treasurer and the secretary until his successor
is chosen and qualified or in each case until he sooner dies, resigns, is
removed or becomes disqualified. Any vacancy of a directorship shall be filled
as specified in Section 3.4 of these by-laws.

                            Section 7. CAPITAL STOCK

     7.1. Stock Certificates. Each stockholder shall be entitled to a
certificate stating the number and the class and the designation of the series,
if any, of the shares held by him, in such form as shall, in conformity to law,
the certificate of incorporation and the by-laws, be prescribed from time to
time by the board of directors. Such certificate shall be signed by the chairman
or vice chairman of the board, or the president or a vice president and by the
treasurer or an assistant treasurer or by the secretary or an assistant
secretary. Any of or all the signatures on the certificate may be a facsimile.
In case an officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed on such certificate shall have ceased to be
such officer, transfer agent, or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such
officer, transfer agent, or registrar at the time of its issue.

     7.2. Loss of Certificates. In the case of the alleged theft, loss,
destruction or mutilation of a certificate of stock, a duplicate certificate may
be issued in place thereof, upon such terms, including receipt of a bond
sufficient to indemnify the corporation against any claim on account thereof, as
the board of directors may prescribe.

                     Section 8. TRANSFER OF SHARES OF STOCK

     8.1. Transfer on Books. Subject to the restrictions, if any, stated or
noted on the stock certificate, shares of stock may be transferred on the books
of the corporation by the surrender to the corporation or its transfer agent of
the certificate therefor properly endorsed or accompanied by a written
assignment and power of attorney properly executed, with necessary transfer
stamps affixed, and with such proof of the authenticity of signature as the
board of directors or the transfer agent of the corporation may reasonably
require. Except as may be otherwise required by law, by the certificate of


                                      -8-



incorporation or by these by-laws, the corporation shall be entitled to treat
the record holder of stock as shown on its books as the owner of such stock for
all purposes, including the payment of dividends and the right to receive notice
and to vote or to give any consent with respect thereto and to be held liable
for such calls and assessments, if any, as may lawfully be made thereon,
regardless of any transfer, pledge or other disposition of such stock until the
shares have been properly transferred on the books of the corporation.

     It shall be the duty of each stockholder to notify the corporation of his
post office address.

     8.2. Record Date. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the board of directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the board of directors, and which record date shall
not be more than sixty nor less than ten days before the date of such meeting.
If no such record date is fixed by the board of directors, the record date for
determining the stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the board of directors may fix a new record date for the adjourned meeting.

     In order that the corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the board of directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the board of directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the board of directors. If no
such record date has been fixed by the board of directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the board of directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation by delivery to its registered office in the state of incorporation
hand or certified or registered mail, return receipt requested, to its principal
place of business or to an officer or agent of the corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. If no
record date has been fixed by the board of directors and prior action by the
board of directors is required by applicable law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
board of directors adopts the resolution taking such prior action.

     In order that the corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or to exercise any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the board of directors may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be not
more than sixty days prior to such payment, exercise or other action. If no such
record date is fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.

                            Section 9. CORPORATE SEAL


                                      -9-



     9.1. Subject to alteration by the directors, the seal of the corporation
shall consist of a flat-faced circular die with the word "Delaware" and the name
of the corporation cut or engraved thereon, together with such other words,
dates or images as may be approved from time to time by the directors.

                         Section 10. EXECUTION OF PAPERS

     10.1. Except as the board of directors may generally or in particular cases
authorize the execution thereof in some other manner, all deeds, leases,
transfers, contracts, bonds, notes, checks, drafts or other obligations made,
accepted or endorsed by the corporation shall be signed by the chairman of the
board, if any, the president, a vice president or the treasurer.

                             Section 11. FISCAL YEAR

     11.1. The fiscal year of the corporation shall end on the 31st of December.

                             Section 12. AMENDMENTS

     12.1. These by-laws may be adopted, amended or repealed by vote of a
majority of the directors then in office or by vote of a majority of the stock
outstanding and entitled to vote. Any by-law, whether adopted, amended or
repealed by the stockholders or directors, may be amended or reinstated by the
stockholders or the directors.


                                      -10-

EX-3.146

                                                                   Exhibit 3.146

CERTIFICATE OF INCORPORATION

OF

NEW STAT HEALTHCARE, INC.

I.

The name of the corporation is New STAT Healthcare, Inc.

II.

The address of the registered office of the corporation in the State of Delaware
is 1209 Orange Street, City of Wilmington, County of New Castle, and the name of
the registered agent of the corporation in the State of Delaware at such address
is The Corporation Trust Company.

III.

The purpose of the corporation is to engage in any lawful act or activity for
which a corporation may be organized under the Delaware General Corporation Law.

IV.

The name and mailing address of the incorporator of the corporation is:

N. E. Chapman
12450 Greenspoint Dr., Suite 1200
Houston, Texas 77060

V.

A. The corporation is authorized to issue two classes of stock to be designated,
respectively, "Common Stock" and "Preferred Stock." The total number of shares
which the corporation is authorized to issue is Forty-five Million (45,000,000)
shares of which Forty Million (40,000,000) shares shall be Common Stock and Five
Million (5,000,000) shares shall be Preferred Stock. each such share with a par
value of one cent ($0.01).

B. The Preferred Stock may be issued from time to time in one or more series.
The Board of Directors is hereby authorized, by filing a certificate pursuant to
the Delaware General Corporation Law, to fix or alter from time to time the
designation, powers, preferences and rights of the shares of each such series
and the qualifications, limitations and restrictions thereof, including without
limitation, the dividend rights, dividend rate, conversion rights, voting
rights, rights and terms of redemption (including sinking fund provisions),
redemption price or prices, and the liquidation preferences of any wholly
unissued series of Preferred Stock, and to establish from time to time the
number of shares constituting any such series and the designation thereof,



or any of them (a "Preferred Stock Designation"); and to increase or decrease
the number of shares of any series subsequent to the issuance of shares of that
series, but not below the number of shares of such series then outstanding. In
case the number of shares of any series shall be decreased in accordance with
the foregoing sentence, the shares constituting such decrease shall resume the
status of authorized but unissued and undesignated Preferred Stock. If at any
time subsequent to the issuance of shares of a particular series, there are no
shares of such series remaining outstanding, such series thereupon shall
constitute a wholly unissued series and may be altered (including without
limitation the elimination of such series) to the full extent as hereinabove
provided. The foregoing authority of the corporation's Board of Directors
expressly includes the authority to designate series of Preferred Stock with
designations, powers, preferences, rights, qualifications, limitations and
restrictions senior to, junior to, or on parity with, the designations, powers,
preferences, rights, qualifications, limitations and restrictions of the Common
Stock or any series of outstanding Preferred Stock.

C. The Common Stock shall be subject to the prior and superior rights of the
Preferred Stock and any series thereof. Each share of Common Stock shall be
equal to every other share of Common Stock. The holders of shares of Common
Stock shall be entitled to one vote for each share of such stock upon all
matters presented to the stockholders.

VI.

For the management of the business and for the conduct of the affairs of the
corporation, and in further definition, limitation and regulation of the powers
of the corporation, of its directors and of its stockholders or any class
thereof, as the case may be, it is further provided that:

A. The management of the business and the conduct of the affairs of the
corporation shall be vested in its Board of Directors. The number of directors
which shall constitute the whole Board of Directors shall be fixed in the manner
provided in the Bylaws.

B. The Board of Directors may from time to time make amend, supplement or repeal
the Bylaws; provided, however, that the stockholders may change or repeal any
Bylaw adopted by the Board of Directors by the affirmative vote of the holders
of a majority of the voting power of all of the then outstanding shares of the
capital stock of the corporation (considered for this purpose as one class),
and, provided further, that no amendment or supplement to the Bylaws adopted by
the Board of Directors shall vary or conflict with any amendment or supplement
thus adopted by the stockholders.

C. The directors of the corporation need not be elected by written ballot unless
the Bylaws so provide. At each annual meeting of stockholders, directors of the
corporation shall be elected to hold office until the expiration of the term for
which they are elected, and until their successors have been duly elected and
qualified; except that if any such election shall not be so held, such election
shall take place at a stockholders' meeting called and held in accordance with
the Delaware General Corporation Law. Effective upon the consummation of the
transactions contemplated by that certain Amended and Restated Agreement and
Plan of Reorganisation, dated March 15, 1996, as amended, among the corporation,
STAT Healthcare, Inc., the corporations listed on Schedule A thereof and the
partnerships listed on Schedule B thereof, the


                                        2



directors of the corporation shall classify its members into three classes as
nearly equal in size as is practicable, which shall be hereby designated Class
I, Class II and Class III. The term of office of the initial Class I directors
shall expire at the 1997 annual meeting of stockholders, the term of office of
the initial Class II directors shall expire at the 1998 annual meeting of
stockholders and the term of office of the initial Class III directors shall
expire at the 1999 annual meeting of stockholders. For the purposes hereof, the
initial Class I, Class II and Class III directors are those directors who were
so nominated and elected at the first annual meeting of stockholders. At each
annual meeting of stockholders thereafter, directors to replace those of a class
whose terms expire at such annual meeting shall be elected to hold office until
the third succeeding annual meeting and until their respective successors shall
have been duly elected and qualified. If the number of directors is hereafter
changed, any newly created directorships or decrease in directorships shall be
so apportioned among the classes as to make all classes as nearly equal in
number as is practicable.

The number of directors which constitute the whole Board of Directors of the
corporation shall be designated in the bylaws of the corporation or by
resolution adopted by the Board of Directors. Vacancies occurring on the Board
of Directors for any reason may be filled by vote of a majority of the remaining
members of the Board of Directors, although less than a quorum, at any meeting
of the Board of Directors. A person so elected by the Board of Directors to fill
a vacancy shall hold office until the next succeeding annual meeting of
stockholders of the corporation and until his or her successor shall have been
duly elected and qualified.

D. Advance notice of stockholder nominations for the election of directors and
of business to be brought by stockholders before any meeting of the stockholders
of the corporation shall be given in the manner provided in the Bylaws of the
corporation.

VII.

In addition to any requirements of law and any other provisions of this
Certificate of Incorporation or the terms of any series of Preferred Stock or
any other securities of the corporation and notwithstanding the fact that a
lesser percentage may be specified by law, this Certificate of Incorporation or
any such terms), the affirmative vote of the holders of a majority in interest
of the combined voting power of the then outstanding shares of capital stock of
the corporation entitled to vote generally in an annual election (the "Voting
Stock"), voting together as a single class, shall be required to:

A. Remove a director without cause (for the purposes of this Article VII "cause
shall mean the willful and continuous failure of a director to substantially
perform such director's duties to the corporation, other than any such failure
resulting from incapacity due to physical or mental illness, or the willful
engaging by a director in misconduct injurious to the corporation);

B. Amend, alter or repeal or adopt any provision inconsistent with Article VI or
this Article VII; and


                                        3



C. Amend, alter or repeal or adopt any provisions inconsistent with any
provision, other than Article VI or this Article VII contained in this
Certificate of Incorporation, unless otherwise approved by a majority of the
entire Board of Directors.

VIII.

Effective upon the consummation of the transactions contemplated by that certain
Amended and Restated Agreement and Plan of Reorganization, dated March 15, 1996,
as amended, among the corporation, STAT Healthcare, Inc., the corporations
listed on Schedule A thereof and the partnerships listed on Schedule B thereof,
the stockholders of the corporation may not take action by written consent
without a meeting and must take any actions at a duly called annual or special
meeting. Meetings of stockholders may be held within or without the State of
Delaware as the Bylaws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the Bylaws of the corporation.

IX.

A director of the corporation shall, to the full extent not prohibited by the
Delaware General Corporation Law, as the same exists or may hereafter be
amended, not be liable to the corporation or its stockholders for monetary
damages for breach of his or her fiduciary duty as a director.

X.

A director of the corporation shall not be personally liable to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived any improper personal
benefit. If the Delaware General Corporation Law is amended to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the corporation shall be
eliminated or limited to the fullest extent permitted by the Delaware General
Corporation Law as so amended.

Any repeal or modification of the foregoing provisions of this Article X by the
stockholders of the corporation shall not adversely affect any right or
protection of a director of the corporation existing at the time of such repeal
or modification.

XI.

The corporation is to have perpetual existence.

XII.


                                        4



The corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon the stockholders
herein are granted subject to this right.

THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of
forming a corporation to do business both within and without the State of
Delaware and in pursuance of the General Corporation Law of Delaware, does make
and file this Certificate, hereby declaring and certifying that the facts herein
stated are true, and accordingly has hereunto set his hand this 15th day of
March, 1996.


/s/ N.E. Chapman
- -------------------------------------
N.E. Chapman
Incorporator


                                        5



CERTIFICATE OF MERGER

OF

AMHEALTH CORPORATION,
AMHEALTH ENTERPRISES OF THE VALLEY, INC., AND
AMHEALTH AMBULATORY SERVICES, INC.

INTO

NEW STAT HEALTHCARE, INC.

The undersigned corporation

DOES HEREBY CERTIFY:

FIRST: That the name and state of incorporation of each of the constituent
corporations of the merger is as follows:



NAME                                               STATE OF INCORPORATION
- ----                                               ----------------------
                                                
AmHealth Corporation, Inc. ("AmHealth")            Texas
AmHealth Enterprises of the Valley, Inc. ("AEV")   Texas
AmHealth Ambulatory Services, Inc. ("AAS")         Texas
New STAT Healthcare, Inc. ("New STAT")             Delaware


SECOND: That an Amended and Restated Agreement and Plan of Reorganization
("Reorganization Agreement") between AmHealth, AEV, AAS, the AmHealth
Partnerships named therein, New STAT, STAT Healthcare, Inc., a Delaware
corporation, and STAT Acquisition Corp., a Delaware corporation, has been
approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of section 252 of
the General Corporation Law of Delaware.

THIRD: That the name of the surviving corporation of the merger is New STAT
Healthcare, Inc. ("STAT"), a Delaware corporation, which shall change its name
to be STAT Healthcare, Inc.

FOURTH: That the Certificate of Incorporation of New STAT, a Delaware
corporation which is surviving the merger, shall be the Certificate of
Incorporation of the surviving corporation, except that Article First shall be
amended to read as follows:

"The name of the corporation shall be STAT Healthcare, Inc."

FIFTH: That the executed Reorganization Agreement is on file at the principal
place of business of the surviving corporation, the address of which is 12450
Greenspoint Drive, Suite 1200, Houston, Texas 77060.


                                        6



SIXTH: That a copy of the Reorganization Agreement will be furnished by the
surviving corporation, on request and without cost, to any stockholder of any
constituent corporation.

SEVENTH: The authorized capital stock of each foreign corporation which is a
party to the merger is as follows:



                                                Par value
Corporation   Class          Number of Shares   per share
- -----------   ------------   ----------------   ---------
                                       
AmHealth      Common Stock         1,000          $1.00

AEV           Common Stock         1,000           1.00

AAS           Common Stock         1,000           1.00


IN WITNESS WHEREOF, the undersigned corporation has caused this Certificate of
Merger to be executed in its corporate name this 24 day of June, 1996.

NEW STAT HEALTHCARE, INC.


By: /s/ N.E. Chapman
    ---------------------------------
    N.E. Chapman
    Chief Financial Officer


                                        7



CERTIFICATE OF MERGER
OF
SHI ACQUISITION CORP.
INTO
STAT HEALTHCARE, INC.

(UNDER SECTION 251 of THE GENERAL
CORPORATION LAW OF THE STATE OF DELAWARE)

The undersigned corporation DOES HEREBY CERTIFY THAT:

FIRST: The name and state of incorporation of each constituent corporation of
the merger is as follows:



                        STATE OF
NAME                    INCORPORATION
- ----                    -------------
                     
STAT Healthcare, Inc.   Delaware
SHI Acquisition Corp.   Delaware


SECOND: An agreement of merger between the parties to the merger has been
approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of section 251 of
the General Corporation Law of the State of Delaware.

THIRD: The name of the surviving corporation of the merger is STAT Healthcare.
Inc.

FOURTH: The Certificate of Incorporation of STAT Healthcare, Inc. shall be the
Certificate of Incorporation of the surviving corporation.

FIFTH: The surviving corporation is a corporation incorporated in the State of
Delaware.

SIXTH: The executed agent of merger is on file at the principal place of
business of the surviving corporation. The address of said principal place of
business is 12450 Greenspoint Drive, Suite 1200, Houston, Texas 77060.

SEVENTH: A copy of the agreement of merger will be furnished on request and
without cost to any stockholder of any constituent corporation.

IN WITNESS WHEREOF, STAT Healthcare, Inc. has caused this certificate to be
signed by Russell D. Schneider, its Chief Executive Officer, on the 10 day of
December, 1996.

STAT HEALTHCARE, INC.


/s/ Russell D. Schneider
- -------------------------------------
Russell D. Schneider


                                        8



Chief Executive Officer

ATTEST:


By: /s/ Ned E. Chapman
    ---------------------------------
    Ned E. Chapman


                                       9



RESTATED CERTIFICATE OF INCORPORATION

of

STAT HEALTHCARE, INC.

STAT Healthcare, Inc., a corporation organized and existing under the laws of
the State of Delaware, hereby certifies as follows:

1. The name of this corporation is STAT Healthcare, Inc. STAT Healthcare, Inc.
was originally incorporated under the same name, and the original Certificate of
Incorporation of this corporation was filed with the Secretary of State of the
State of Delaware on March 15, 1996.

2. Pursuant to Sections 242 and 245 of the General Corporation Law of the State
of Delaware, this Restated Certificate of Incorporation restates and integrates
and further amends the provisions of the Certificate of Incorporation of this
corporation.

3. The text of the Restated Certificate of Incorporation as heretofore amended
or supplemented is hereby restated and further amended to read in its entirety
as follows:

ARTICLE I

The name of this corporation is STAT Healthcare, Inc.

ARTICLE II

The registered office of this corporation in the State of Delaware is located at
1013 Centre Road, in the City of Wilmington, County of New Castle. The name of
its registered agent at such address is Corporation Service Company.

ARTICLE III

The purpose of this corporation is to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of the
State of Delaware.

ARTICLE IV

The total number of shares of stock that this corporation shall have authority
to issue is 3,000 shares of Common Stock, $.01 par value per share. Each share
of Common Stock shall be entitled to one vote.

IN WITNESS WHEREOF, this corporation has caused its corporate seal to be affixed
hereto and this Restated Certificate of Incorporation to be signed by its
President this 26 day of January, 1997.

STAT HEALTHCARE, INC.


                                       10




By /s/ Russell D. Schneider
   ----------------------------------
Name: Russell D. Schneider
Title: President

ATTEST:


/s/ William George
- -------------------------------------
Name: William George
Title: Secretary


                                       11



CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

****

STAT Healthcare, Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is Corporation Service Company
and the present registered office of the corporation is in the county of New
Castle.

The Board of Directors of STAT Healthcare, Inc. adopted the following resolution
on the 27th day of March, 1997.

Resolved, that the registered office of STAT Healthcare, Inc. in the state of
Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange
Street, in the City of Wilmington, County of New Castle, and the authorization
of the present registered agent of this corporation be and the same is hereby
withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted
and appointed the registered agent of this corporation at the address of its
registered office.

IN WITNESS WHEREOF, STAT Healthcare, Inc. has caused this statement to be signed
by William George, its Vice President*, this 27 day of March, 1997.


/s/ William George
- -------------------------------------
William George, Vice President
(Title)

*    Any authorized officer or the chairman or Vice-Chairman of the Board of
     Directors may execute this certificate.


                                       12



CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT

It is hereby certified that:

1. The name of the corporation (hereinafter called the "Corporation") is Stat
Healthcare, Inc.

2. The registered office of the Corporation within the State of Delaware is
hereby changed to 9 East Loockerman Street, City of Dover 19901, County of Kent.

3. The registered agent of the Corporation within the State of Delaware is
hereby changed to National Registered Agents, Inc., the business office of which
is identical with the registered office of the corporation as hereby changed.

Signed on June 3, 1999


/s/ Scott W. Roloff, Secretary
- -------------------------------------
Scott W. Roloff, Secretary


                                       13



CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE

*****

Stat Healthcare, Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware

DOES HEREBY CERTIFY:

That the registered office of the corporation in the state of Delaware is hereby
changed to Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle.

That the registered agent of the corporation is hereby changed to THE
CORPORATION TRUST COMPANY, the business address of which is identical to the
aforementioned registered office as changed.

That the changes in the registered office and registered agent of the
corporation as set forth herein were duly authorized by resolution of the Board
of Directors of the corporation.

IN WITNESS WHEREOF. the corporation as caused this Certificate to be signed by
an authorized officer, this 15th day of November, 2001.


/s/ Lori Evans
- -------------------------------------
Lori Evans
Vice President/Assistant Secretary

*    Any authorized officer or the chairman or Vice-Chairman of the Board of
     Directors may execute this certificate,


                                       14

EX-3.147

                                                                   Exhibit 3.147

                                     BYLAWS

                                       OF

                            NEW STAT HEALTHCARE, INC.
                            (a Delaware corporation)

                                    ARTICLE I

                                     Offices

     Section 1. Registered Office. The registered office of the corporation in
the State of Delaware shall be in the City of Wilmington, County of New Castle.

     Section 2. Other Offices. The corporation shall also have and maintain an
office or principal place of business in Houston, Texas, at such place as may be
fixed by the Board of Directors, and may also have offices at such other places,
both within and without the State of Delaware as the Board of Directors may from
time to time determine or the business of the corporation may require.

                                   ARTICLE II

                                 Corporate Seal

     Section 3. Corporate Seal. The corporate seal shall consist of a die
bearing the name of the corporation. Said seal may be used by causing it, or a
facsimile thereof, to be impressed or affixed or reproduced or otherwise.

                                   ARTICLE III

                             Stockholders' Meetings

     Section 4. Place of Meetings. Meetings of the stockholders of the
corporation shall be held at such place, either within or without the State of
Delaware, as may be designated from time to time by the Board of Directors, or,
if not so designated, then at the office of the corporation required to be
maintained pursuant to Section 2 hereof.

     Section 5. Annual Meeting. (a) The annual meeting of the stockholders of
the corporation, for the purpose of election of Directors and for such other
business as may lawfully come before it, shall be held on such date and at such
time as may be designated from time to time by the Board of Directors.

          (b) At an annual meeting of the stockholders, only such business shall
be conducted as shall have been properly brought before the meeting. To be
properly brought before an annual meeting, business must be: (A) specified in
the notice of meeting (or any



supplement thereto) given by or at the direction of the Board of Directors, (B)
otherwise properly brought before the meeting by or at the direction of the
Board of Directors, or (C) otherwise properly brought before the meeting by a
stock-holder. For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the corporation. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
corporation not less than one hundred twenty (120) calendar days in advance of
the date of the Notice of Annual Meeting released to stockholders in connection
with the previous year's annual meeting of stockholders; provided, however, that
in the event that no annual meeting was held in the previous year or the date of
the annual meeting has been changed by more than thirty (30) days from the date
contemplated at the time of the previous year's notice of annual meeting, notice
by the stockholder to be timely must be so received a reasonable time before the
notice of annual meeting is released to stockholders. A stockholder's notice to
the Secretary shall set forth as to each matter the stockholder proposes to
bring before the annual meeting: (i) a brief description of the business desired
to be brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (ii) the name and address, as they appear on the
corporation's books, of the stockholder proposing such business, (iii) the class
and number of shares of the corporation which are beneficially owned by the
stockholder, (iv) any material interest of the stockholder in such business and
(v) any other information that is required to be provided by the stockholder
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "1934 Act"), in his capacity as a proponent to a stockholder proposal.
Notwithstanding anything in these Bylaws to the contrary, no business shall be
conducted at any annual meeting except in accordance with the procedures set
forth in this paragraph (b). The chairman of the annual meeting shall, if the
facts warrant, determine and declare at the meeting that business was not
properly brought before the meeting and in accordance with the provisions of
this paragraph (b), and, if he should so determine, he shall so declare at the
meeting that any such business not properly brought before the meeting shall not
be transacted.

          (c) Only persons who are nominated in accordance with the procedures
set forth in this paragraph (c) shall be eligible for election as Directors.
Nominations of persons for election to the Board of Directors of the corporation
may be made at a meeting of stockholders by or at the direction of the Board of
Directors or by any stockholder of the corporation entitled to vote in the
election of Directors at the meeting who complies with the notice procedures set
forth in this paragraph (c). Such nominations, other than those made by or at
the direction of the Board of Directors, shall be made pursuant to timely notice
in writing to the Secretary of the corporation in accordance with the provisions
of paragraph (b) of this Section 5. Such stockholder's notice shall set forth
(i) as to each person, if any, whom the stockholder proposes to nominate for
election or re-election as a Director: (A) the name, age, business address and
residence address of such person, (B) the principal occupation or employment of
such person, (C) the class and number of shares of the corporation which are
beneficially owned by such person, (D) a description of all arrangements or
understandings between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nominations are to
be made by the stockholder, and (E) any other information relating to such
person that is required to be disclosed in solicitations of proxies for election
of Directors, or is otherwise required in each case pursuant to Regulation 14A
under the 1934 Act (including without limitation such person's written consent
to being named in the proxy statement, if any, as


                                       2



a nominee and to serving as a Director if elected); and (ii) as to such
stockholder giving notice, the information required to be provided pursuant to
paragraph (b) of this Section 5. At the request of the Board of Directors, any
person nominated by a stockholder for election as a Director shall furnish to
the Secretary of the corporation that information required to be set forth in
the stockholder's notice of nomination which pertains to the nominee. No person
shall be eligible for election as a Director of the corporation unless nominated
in accordance with the procedures set forth in this paragraph (c). The chairman
of the meeting shall, if the facts warrant, determine and declare at the meeting
that a nomination was not made in accordance with the procedures prescribed by
these Bylaws, and if he should so determine, he shall so declare at the meeting,
and the defective nomination on shall be disregarded.

     Section 6. Special Meetings. (a) Special meetings of the stockholders of
the corporation may be called for any purpose or purposes, by (i) the Chairman
of the Board of Directors, (ii) the President or (iii) the Board of Directors
pursuant to a resolution adopted by a majority of the total number of authorized
directors (whether or not there exist any vacancies in previously authorized
directorships at the time any such resolution is presented to the Board of
Directors for adoption), or (iv) by the holders of shares entitled to cast not
less than a majority of the votes at the meeting, on such date, and at such time
as the President or the Board of Directors, as the case may be, shall fix.

          (b) If a special meeting is called by any person or persons other than
the Board of Directors, the request shall be in writing, specifying the general
nature of the business proposed to be transacted, and shall be delivered
personally or sent by registered mail or by telegraphic or other facsimile
transmission to the Chairman of the Board of Directors, the President, or the
Secretary of the corporation. No business may be transacted at such special
meeting otherwise than specified in such notice. The Board of Directors shall
determine the time and place of such special meeting, which shall be held not
less than thirty-five (35) nor more than one hundred twenty (120) days after the
date of the receipt of the request. Upon determination of the time and place of
the meeting, the officer receiving the request shall cause notice to be given to
the stockholders entitled to vote, in accordance with the provisions of Section
7 of these Bylaws. If the notice is not given within sixty (60) days after the
receipt of the request, the person or persons requesting the meeting may set the
time and place of the meeting and give the notice. Nothing contained in this
paragraph (b) shall be construed as limiting, fixing or affecting the time when
a meeting of stockholders called by action of the Board of Directors may be
held.

     Section 7. Notice of Meetings. Except as otherwise provided by law or the
Certificate of Incorporation, as the same may be amended or restated
(hereinafter, the "Certificate of Incorporation"), written notice of each
meeting of stockholders shall be given not less than ten (10) nor more than
sixty (60) days before the date of the meeting to each stockholder entitled to
vote at such meeting, such notice to specify the place, date, time and purpose
or purposes of the meeting. Notice of any meeting of stockholders may be waived
in writing, signed by the person entitled to notice thereof, either before or
after such meeting, and will be waived by any stockholder by his attendance
thereat in person or by proxy, except when the stockholder attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or


                                       3



convened. Any stockholder so waiving notice of such meeting shall be bound by
the proceedings of any such meeting in all respects as if due notice thereof had
been given.

     Section 8. Quorum. At all meetings of stockholders, except where otherwise
provided by statute or by the Certificate of Incorporation, or by these Bylaws,
the presence, in person or by proxy duly authorized, of the holders of a
majority of the outstanding. shares of stock entitled to vote shall constitute a
quorum for the transaction of business. In the absence of a quorum, any meeting
of stockholders may be adjourned, from time to time, either by the chairman of
the meeting or by vote of the holders of a majority of the shares represented
thereat, but no other business shall be transacted at such meeting. The
stockholders present at a duly called or convened meeting, at which a quorum is
present, may continue to transact business until adjournment, notwithstanding
the withdrawal of enough stockholders to leave less than a quorum. Except as
otherwise provided by law, the Certificate of Incorporation or these Bylaws, all
action taken by the holders of a majority of the votes cast, excluding
abstentions, at any meeting at which a quorum is present shall be valid and
binding upon the corporation; provided, however, that Directors shall be elected
by a plurality of the votes of the shares present in person or represented by
proxy at the meeting and entitled to vote on the election of Directors. Where a
separate vote by a class or classes is required, a majority of the outstanding
shares of such class or classes, present in person or represented by proxy,
shall constitute a quorum entitled to take action with respect to that vote on
that matter and the affirmative vote of the majority (plurality, in the case of
the election of Directors) of shares of such class or classes present in person
or represented by proxy at the meeting shall be the act of such class.

     Section 9. Adjournment and Notice of Adjourned Meetings. Any meeting of
stockholders, whether annual or special, may be adjourned from time to time
either by the chairman of the meeting or by the vote of a majority of the shares
casting votes, excluding abstentions. When a meeting is adjourned to another
time or place, notice need not be given of the adjourned meeting if the time and
place thereof are announced at the meeting at which the adjournment is taken. At
the adjourned meeting, the corporation may transact any business which might
have been transacted at the original meeting. If the adjournment is for more
than thirty (30) days or if after the adjournment a new record date is fixed for
the adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

     Section 10. Voting Rights. For the purpose of determining those
stockholders entitled to vote at any meeting of the stockholders, except as
otherwise provided by law, only persons in whose names shares stand on the stock
records of the corporation on the record date, as provided in Section 12 of
these Bylaws, shall be entitled to vote at any meeting of stockholders. Every
person entitled to vote or execute consents shall have the right to do so either
in person or by an agent or agents authorized by a written proxy executed by
such person or his duly authorized agent, which proxy shall be filed with the
Secretary at or before the meeting at which it is to be used. An agent so
appointed need not be a stockholder. No proxy shall be voted after three (3)
years from its date of creation unless the proxy provides for a longer period.
Elections of Directors need not be by written ballot, unless otherwise provided
in the Certificate of Incorporation.


                                       4



     Section 11. Joint Owners of Stock. If shares or other securities having
voting power stand of record in the names of two (2) or more persons, whether
fiduciaries, members of a partnership, joint tenants, tenants in common, tenants
by the entirety, or otherwise, or if two (2) or more persons have the same
fiduciary relationship respecting the same shares, unless the Secretary is given
written notice to the contrary and is furnished with a copy of the instrument or
order appointing them or creating the relationship, wherein it is so provided,
their acts with respect to voting shall have the following effect: (a) if only
one (1) votes, his act binds all; (b) if more than one (1) votes, the act of the
majority so voting binds. all; (c) if more than one (1) votes, but the vote is
evenly split on any particular matter, each faction may vote the securities in
question proportionally, or may apply to the Delaware Court of Chancery for
relief as provided in the General Corporation Law of Delaware, Section 217(b).
If the instrument filed with the Secretary shows that any such tenancy is held
in unequal interests, a majority or even-split for the purpose of clause (c)
shall be a majority or even-split in interest.

     Section 12. List of Stockholders. The Secretary shall prepare and make, at
least ten (10) days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at said meeting, arranged in alphabetical order,
showing the address of each stockholder and the number of shares registered in
the name of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten (10) days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not specified, at the place where
the meeting is to be held. The list shall be produced and kept at the time and
place of meeting during the whole time thereof and may be inspected by any
stockholder who is present.

     Section 13. No Action Without Meeting. Effective upon the consummation of
the transactions contemplated by that certain Amended and Restated Agreement and
Plan of Reorganization, dated March 15,1996, as amended (the "Reorganization
Agreement"), among the corporation, STAT Healthcare, Inc., the corporations
listed on Schedule A thereof and the partnerships listed on Schedule B thereof,
the stockholders of the corporation may not take action by written consent
without a meeting and must take any actions at a duly called annual or special
meeting. Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in these Bylaws of the corporation.

     Section 14. Organization. (a) At every meeting of stockholders, the
Chairman of the Board of Directors, or, if a Chairman has not been appointed, is
absent, or designates the next senior officer present to so act, the President,
or, if the President is absent, the most senior Vice President present, or, in
the absence of any such officer, a chairman of the meeting chosen by a majority
in interest of the stockholders entitled to vote, present in person or by proxy,
shall act as chairman. The Secretary, or, in his absence, an Assistant
Secretary, directed to do so by the President, shall act as secretary of the
meeting.

          (b) The Board of Directors of the corporation shall be entitled to
make such rules or regulations for the conduct of meetings of stockholders as it
shall deem necessary,


                                       5



appropriate or convenient. Subject to such rules and regulations of the Board of
Directors, if any, the chairman of the meeting shall have the right and
authority to prescribe such rules, regulations and procedures and to do all such
acts as, in the judgment of such chairman, are necessary, appropriate or
convenient for the proper conduct of the meeting, including, without limitation,
establishing an agenda or order of business for the meeting, rules and
procedures for maintaining order at the meeting and the safety of those present,
limitations on participation in such meeting to stockholders of record of the
corporation and their duly authorized and constituted proxies and such other
persons as the chairman shall permit, restrictions on entry to the meeting after
the time fixed for the commencement thereof, limitations on the time allotted to
questions or comments by participants and regulation of the opening and closing
of the polls for balloting on matters which are to be voted on by ballot. Unless
and to the extent determined by the Board of Directors or the chairman of the
meeting, meetings of stockholders shall not be required to be held in accordance
with rules of parliamentary procedure.

                                   ARTICLE IV

                                    Directors

     Section 15. Number and Term of Office. Directors need not be stockholders
unless so required by the Certificate of Incorporation. The number of Directors
which shall initially constitute the whole Board of Directors shall be four (4).
Upon the consummation of the transactions contemplated by the Reorganization
Agreement, the number of Directors which shall thereafter constitute the whole
Board of Directors shall be seven (7). The number of authorized Directors may be
modified from time to time by amendment of this Section 15 in accordance with
the provisions of Section 44 hereof. At each annual meeting of stockholders,
directors of the Corporation shall be elected to hold office until the
expiration of the term for which they are elected, and until their successors
have been duly elected and qualified; except that if any such election shall not
be so held, such election shall take place at a stockholders' meeting called and
held in accordance with the Delaware General Corporation Law. Following the
consummation of the transactions contemplated by the Reorganization Agreement,
the directors of the corporation shall be divided into three classes as nearly
equal in size as is practicable, hereby designated Class I, Class II and Class
III. The term of office of the initial Class I directors shall expire at the
1997 annual meeting of stockholders, the term of office of the initial Class II
directors shall expire at the 1998 annual meeting of stockholders and the term
of office of the initial Class III directors shall expire at the 1999 annual
meeting of stockholders. For the purposes hereof, the initial Class I, Class II
and Class III directors shall be those directors so nominated and elected at the
first annual meeting of stockholders. At each annual meeting of stockholders
thereafter, directors to replace those of a class whose terms expire at such
annual meeting shall be elected to hold office until the third succeeding annual
meeting and until their respective successors shall have been duly elected and
qualified. If the number of directors is hereafter changed, any newly created
directorships or decrease in directorships shall be so apportioned among the
classes as to make all classes as nearly equal in number as is practicable.

     Section 16. Powers. The powers of the corporation shall be exercised, its
business conducted and its property controlled by the Board of Directors, except
as may be otherwise provided by statute or by the Certificate of Incorporation.


                                       6



     Section 17. Vacancies. Unless otherwise provided in the Certificate of
Incorporation, vacancies and newly created directorships resulting from any
increase in the authorized number of Directors may be filled by a majority of
the Directors then in office, although less than a quorum, or by a sole
remaining Director, and each Director so elected shall hold office for the
unexpired portion of the term of the Director whose place shall be vacant and
until his successor shall have been duly elected and qualified. A vacancy in the
Board of Directors shall be deemed to exist under this Section 17 in the case of
the death, removal or resignation of any Director, or if the stockholders fail
at any meeting of stockholders at which Directors are to be elected (including
any meeting referred to in Section 19 below) to elect the number of Directors
then constituting the whole Board of Directors.

     Section 18. Resignation. Any Director may resign at any time by delivering
his written resignation to the Secretary, such resignation to specify whether it
will be effective at a particular time, upon receipt by the Secretary or at the
pleasure of the Board of Directors. If no such specification is made, it shall
be deemed effective at the pleasure of the Board of Directors. When one or more
Directors shall resign from the Board of Directors, effective at a future date,
a majority of the Directors then in office, including those who have so
resigned, shall have power to fill such vacancy or vacancies, the vote thereon
to take effect when such resignation or resignations shall become effective, and
each Director so chosen shall hold office for the unexpired portion of the term
of the Director whose place shall be vacated and until his successor shall have
been duly elected and qualified.

     Section 19. Removal. At a special meeting of stockholders called for the
purpose in the manner hereinabove provided, subject to any limitations imposed
by law or the Certificate of Incorporation, the Board of Directors, or any
individual Director, may be removed from office, with or without cause, and a
new Director or Directors elected by a vote of stockholders holding a majority
of the outstanding shares entitled to vote at an election of Directors.

     Section 20. Meetings.

          (a) Annual Meetings. The annual meeting of the Board of Directors
shall be held immediately before or after the annual meeting of stockholders and
at the place where such meeting is held. No notice of an annual meeting of the
Board of Directors shall be necessary and such meeting shall be held for the
purpose of electing officers and transacting such other business as may lawfully
come before it.

          (b) Regular Meetings. Except as hereinafter otherwise provided,
regular meetings of the Board of Directors shall be held in the office of the
corporation required to be maintained pursuant to Section 2 hereof. Unless
otherwise restricted by the Certificate of Incorporation, regular meetings of
the Board of Directors may also be held at any place within or without the State
of Delaware which has been designated by resolution of the Board of Directors or
the written consent of all directors.

          (c) Special Meetings. Unless otherwise restricted by the Certificate
of Incorporation, special meetings of the Board of Directors may be held at any
time and place


                                       7



within or without the State of Delaware whenever called by the Chairman of the
Board, the President or any two of the Directors.

          (d) Telephone Meetings. Any member of the Board of Directors, or of
any committee thereof, may participate in a meeting by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
by such means shall constitute presence in person at such meeting.

          (e) Notice of Meetings. Written notice of the time and place of all
special meetings of the Board of Directors shall be given at least one (1) day
before the date of the meeting. Notice of any meeting may be waived in writing
at any time before or after the meeting and will be waived by any Director by
attendance. thereat, except when the Director attends the meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.

          (f) Waiver of Notice. The transaction of all business at any meeting
of the Board of Directors, or any committee thereof, however called or noticed,
or wherever held, shall be as valid as though had at a meeting duly held after
regular call and notice, if a quorum be present and if, either before or after
meeting, each of the Directors not present shall sign a written waiver of
notice, or a consent to holding such meeting, or an approval of the minutes
thereof. All such waivers, consents or approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.

     Section 21. Quorum and Voting. (a) Unless the Certificate of Incorporation
requires a greater number and except with respect to indemnification questions
arising under Section 42 hereof, for which a quorum shall be one-third of the
exact number of Directors fixed from time to time in accordance with Section 15
hereof, but not less than one (1), a quorum of the Board of Directors shall
consist of a majority of the exact number of directors fixed from time to time
in accordance with Section 15 of these Bylaws, but not less than one (1);
provided, however, at any meeting whether a quorum be present or otherwise, a
majority of the Directors present may adjourn from time to time until the time
fixed for the next regular meeting of the Board of Directors, without notice
other than by announcement at the meeting.

          (b) At each meeting of the Board of Directors at which a quorum is
present, all questions and business shall be determined by a vote of the
majority of the Directors present, unless a different vote is required by law,
the Certificate of Incorporation or these Bylaws.

     Section 22. Action Without Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and such writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.


                                       8



     Section 23. Fees and Compensation. Directors shall be entitled to such
compensation for their services as may be approved by the Board of Directors,
including, if so approved, by resolution of the Board of Directors, a fixed sum
and expenses of attendance, if any, for attendance at each regular or special
meeting of the Board of Directors and at any meeting of a committee of the Board
of Directors. Nothing herein contained shall be construed to preclude any
Director from serving the corporation in any other capacity as an officer,
agent, employee, or otherwise and receiving compensation therefor.

     Section 24. Committees.

          (a) Executive Committee. The Board of Directors may by resolution
passed by a majority of the whole Board of Directors appoint an Executive
Committee to consist of one (1) or more members of the Board of Directors. The
Executive Committee, to the extent permitted by law and specifically granted by
the Board of Directors, shall have, and may exercise when the Board of Directors
is not in session, all powers of the Board of Directors in the management of the
business and affairs of the corporation, including, without limitation, the
power and authority to declare a dividend or to authorize the issuance of stock,
except such committee shall not have the power or authority to amend the
Certificate of Incorporation, to adopt an agreement of merger or consolidation,
to recommend to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, to recommend to the
stockholders of the corporation a dissolution of the corporation or a revocation
of a dissolution or to amend these Bylaws.

          (b) Other Committees. The Board of Directors may, by resolution passed
by a majority of the whole Board of Directors, from time to time appoint such
other committees as may be permitted by law. Such other committees appointed by
the Board of Directors shall consist of one (1) or more members of the Board of
Directors and shall have such powers and perform such duties as may be
prescribed by the resolution or resolutions creating such committees, but in no
event shall such committee have the powers denied to the Executive Committee in
these Bylaws.

          (c) Term. Each member of a committee of the Board of Directors shall
serve a term on the committee coexistent with such member's term on the Board of
Directors. The Board of Directors, subject to the provisions of subsections (a)
or (b) of this Bylaw may at any time increase or decrease the number of members
of a committee or terminate the existence of a committee. The membership of a
committee member shall terminate on the date of his death or voluntary
resignation from the committee or from the Board of Directors. The Board of
Directors may at any time for any reason remove any individual committee member
and the Board of Directors may fill any committee vacancy created by death,
resignation, removal or increase in the number of members of the committee. The
Board of Directors may designate one or more Directors as alternate members of
any committee, who may replace any absent or disqualified member at any meeting
of the committee, and, in addition, in the absence or disqualification of any
member of a committee, the member or members thereof present at any meeting and
not disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.


                                       9



          (d) Meetings. Unless the Board of Directors shall otherwise provide,
regular meetings of the Executive Committee or any other committee appointed
pursuant to this Section 24 shall be held at such times and places as are
determined by the Board of Directors, or by any such committee, and when notice
thereof has been given to each member of such committee, no further notice of
such regular meetings need be given thereafter. Special meetings of any such
committee may be held at any place which has been determined from time to time
by such committee, and may be called by any Director who is a member of such
committee, upon written notice to the members of such committee of the time and
place of such special meeting given in the manner provided for the giving of
written notice to members of the Board of Directors of the time and place of
special meetings of the Board of Directors. Notice of any special meeting of any
committee may be waived in writing at any time before or after the meeting and
will be waived by any Director by attendance thereat, except when the Director
attends such special meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. A majority of the authorized number of
members of any such committee shall constitute a quorum for the transaction of
business, and the act of a majority of those present at any meeting at which a
quorum is present shall be the act of such committee.

     Section 25. Organization. The Chairman of the Board shall preside at every
meeting of the Board of Directors, if present. In the case of any meeting, if
there is no Chairman of the Board or if the Chairman is not present, a chairman
chosen by a majority of the directors present shall act as chairman of such
meeting. The Secretary of the corporation or, in the absence of the Secretary,
any person appointed by the Chairman shall act as secretary of the meeting.

                                    ARTICLE V

                                    Officers

     Section 26. Officers Designated. The officers of the corporation shall
include, if and when designated by the Board of Directors, the Chairman of the
Board of Directors, the Chief Executive Officer, the President, one or more Vice
Presidents, the Secretary, the Chief Financial Officer and the Treasurer, all of
whom shall be elected at the annual organizational meeting of the Board of
Directors. The order of the seniority of the Vice Presidents shall be in the
order of their nomination, unless otherwise determined by the Board of
Directors. The Board of Directors may also appoint one or more Assistant
Secretaries, Assistant Treasurers and such other officers and agents with such
powers and duties as it shall deem necessary. The Board of Directors may assign
such additional titles to one or more of the officers as it shall deem
appropriate. Any one person may hold any number of offices of the corporation at
any one time unless specifically prohibited therefrom by law. The salaries and
other compensation of the officers of the corporation shall be fixed by or in
the manner designated by the Board of Directors.

     Section 27. Tenure and Duties of Officers.


                                       10



          (a) General. All officers shall hold office at the pleasure of the
Board of Directors and until their successors shall have been duly elected and
qualified, unless sooner removed. Any officer elected or appointed by the Board
of Directors may be removed at any time by the Board of Directors. If the office
of any officer becomes vacant for any reason, the vacancy may be filled by the
Board of Directors.

          (b) Duties of Chairman of the Board of Directors. The Chairman of the
Board of Directors, when present, shall preside at all meetings of the Board of
Directors and, unless he has designated the next senior officer to so preside,
at all meetings of the stockholders. The Chairman of the Board of Directors
shall perform other duties commonly incident to his office and shall also
perform such other duties and have such other powers as the Board of Directors
shall designate from time to time.

          (c) Duties of the Chief Executive and Chief Operating Officers. Unless
the Board of Directors designates otherwise, the Chairman of the Board shall be
the chief executive officer of the corporation and the President shall be the
chief operating officer of the corporation. Subject to the control of the Board
of Directors, the chief executive officer shall have general executive charge,
management and control, of the properties, business and operations of the
corporation with all such powers as may be reasonably incident to such
responsibilities; and subject to the control of the chief executive officer, the
chief operating officer shall have general operating charge, management and
control, of the properties, business and operations of the corporation with all
such powers as may be reasonably incident to such responsibilities. The chief
executive officer and, if and to the extent designated by the chief executive
officer, the chief operating officer, may agree upon and execute all leases,
contracts, evidences of indebtedness and other obligations in the name of the
corporation and may sign all certificates for shares of capital stock of the
corporation, and each shall have such other powers and duties as are designated
in accordance with these Bylaws and as from time to time may be assigned to each
by the Board of Directors.

          (d) Duties of President. Unless the Board of Directors otherwise
determines, subject to the control of the chief executive officer, the President
shall have the authority to agree upon and exercise all leases, contracts;
evidences of indebtedness and other obligations in the name of the corporation;
and, unless the Board of Directors otherwise determines, he shall, in the
absence of the Chairman of the Board or if there be no Chairman of the Board,
preside at all meetings of the shareholders and (should he be a director) of the
Board of Directors, and the President shall have such other powers and duties as
designated in accordance with these Bylaws and as from time to time may be
assigned to him by the Board of Directors.

          (e) Duties of Vice Presidents. If and to the extent determined by the
Board of Directors, the Vice Presidents, in the order of their seniority, may
assume and perform the duties of the President in the absence or disability of
the President or whenever the office of President is vacant. The Vice Presidents
shall perform other duties commonly incident to their office and shall also
perform such other duties and have such other powers as the Board of Directors
or the President shall designate from time to time.


                                       11



          (f) Duties of Secretary. The Secretary shall attend all meetings of
the stockholders and of the Board of Directors and shall record all acts and
proceedings thereof in the minute book of the corporation. The Secretary shall
give notice in conformity with these Bylaws of all meetings of the stockholders
and of all meetings of the Board of Directors and any committee thereof
requiring notice. The Secretary shall perform all other duties given him in
these Bylaws and other duties commonly incident to his office and shall also
perform such other duties and have such other powers as the Board of Directors
shall designate from time to time. The President may direct any Assistant
Secretary to assume and perform the duties of the Secretary in the absence or
disability of the Secretary, and each Assistant Secretary shall perform other
duties commonly incident to his office and shall also perform such other duties
and have such other powers as the Board of Directors or the President, shall
designate from time to time.

          (g) Duties of Chief Financial Officer. The Chief Financial Officer
shall keep or cause to be kept the books of account of the corporation in a
thorough and proper manner and shall render statements of the financial affairs
of the corporation in such form and as often as required by the Board of
Directors, the Chairman of the Board or the President. The Chief Financial
Officer, subject to the order of the Board of Directors, shall have the custody
of all funds and securities of the corporation. The Chief Financial Officer
shall perform other duties commonly incident to his office and shall also
perform such other duties and have such other powers as the Board of Directors,
the Chairman of the Board or the President shall designate from time to time.
The Chairman of the Board or the President may direct the Treasurer or any
Assistant Treasurer to assume and perform the duties of the Chief Financial
Officer in the absence or disability of the Chief Financial Officer, and each
Assistant Treasurer shall perform other duties commonly incident to his office
and shall also perform such other duties and have such other powers as the Board
of Directors, the Chairman of the Board or the President shall designate from
time to time.

     Section 28. Delegation of Authority. The Board of Directors may from time
to time delegate the powers or duties of any officer to any other, officer or
agent, notwithstanding any provision hereof.

     Section 29. Resignations. Any officer may resign at any time by giving
written notice to the Board of Directors or to the President or to the
Secretary. Any such resignation shall be effective when received by the person
or persons to whom such notice is given, unless a later time is specified
therein, in which event the resignation shall become effective at such later
time. Unless otherwise specified in such notice, the acceptance of any such
resignation shall not be necessary to make it effective. Any resignation shall
be without prejudice to the rights, if any, of the corporation under any
contract with the resigning officer.

     Section 30. Removal. Any officer may be removed from office at any time,
either with or without cause, by the vote or written consent of a majority of
the Directors in office at the time, or by any committee or superior officers
upon whom such power of removal may have been conferred by the Board of
Directors.

                                   ARTICLE VI


                                       12



                  Execution of Corporate Instruments and Voting
                     of Securities Owned by the Corporation

     Section 31. Execution of Corporate Instruments. The Board of Directors may,
in its discretion, determine the method and designate the signatory officer or
officers, or other person or persons, to execute on behalf of the corporation
any corporate instrument or document, or to sign on behalf of the corporation
the corporate name without limitation, or to enter into contracts on behalf of
the corporation, except where otherwise provided by law or these Bylaws, and
such execution or signature shall be binding upon the corporation.

     Unless otherwise specifically determined by the Board of Directors or
otherwise required by law, promissory notes, deeds of trust, mortgages and other
evidences of indebtedness of the corporation, and other corporate instruments or
documents requiring the corporate seal, and certificates of shares of stock
owned by the corporation, shall be executed, signed or endorsed by the Chairman
of the Board of Directors, or the President or any Vice President, and by the
Secretary or Chief Financial Officer or Treasurer or any Assistant Secretary or
Assistant Treasurer. All other instruments and documents requiring the corporate
signature, but not requiring the corporate seal, may be executed as aforesaid or
in such other manner as may be directed by the Board of Directors.

     All checks and drafts drawn on banks or other depositaries on funds to the
credit of the corporation or in special accounts of the corporation shall be
signed by such person or persons as the Board of Directors shall authorize so to
do.

     Unless authorized or ratified by the Board of Directors or within the
agency power of an officer, no officer, agent or employee shall have any power
or authority to bind the corporation by any contract or engagement or to pledge
its credit or to render it liable for any purpose or for any amount.

     Section 32. Voting of Securities Owned by the Corporation. All stock and
other securities of other corporations owned or held by the corporation for
itself, or for other parties in any capacity, shall be voted, and all proxies
with respect thereto shall be executed, by the person authorized so to do by
resolution of the Board of Directors, or, in the absence of such authorization,
by the Chairman of the Board of Directors, the President, or any Vice President.

                                   ARTICLE VII

                                 Shares of Stock

     Section 33. Form and Execution of Certificates. Certificates for the shares
of stock of the corporation shall be in such form as is consistent with the
Certificate of Incorporation and applicable law. Every holder of stock in the
corporation shall be entitled to have a certificate signed by or in the name of
the corporation by the Chairman of the Board of Directors, or the President or
any Vice President and by the Secretary or Chief Financial Officer or Treasurer
or any Assistant Treasurer or Assistant Secretary, certifying the number of
shares owned by him in the corporation. Where such certificate is countersigned
by a transfer agent other than the


                                       13



corporation or its employee, or by a registrar other than the corporation or its
employee, any other signature on the certificate may be a facsimile. In case any
officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent, or registrar before such certificate is issued, it may
be issued with the same effect as if he were such officer, transfer agent, or
registrar at the date of issue. Each certificate shall state upon the face or
back thereof, in full or in summary, all of the designations, preferences,
limitations, restrictions on transfer and relative rights of the shares
authorized to be issued.

     Section 34. Lost Certificates. A new certificate or certificates shall be
issued in place of any certificate or certificates theretofore issued by the
corporation alleged to have been lost, stolen, or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen, or destroyed. The corporation may require, as a condition
precedent to the issuance of a new certificate or certificates, the owner of
such lost, stolen, or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require or to
give the corporation a surety bond in such form and amount as it may direct as
indemnity against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost, stolen or destroyed.

     Section 35. Transfers. (a) Transfers of record of shares of stock of the
corporation shall be made only on its books by the holders thereof, in person or
by attorney duly authorized and upon the surrender of a properly endorsed
certificate or certificates for a like number of shares.

          (b) The corporation shall have power to enter into and perform any
agreement with any number of stockholders of any one or more classes of stock of
the corporation to restrict the transfer of shares of stock of the corporation
of any one or more classes owned by such stockholders in any manner not
prohibited by the General Corporation Law of Delaware.

     Section 36. Fixing Record Dates. (a) In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment. thereof, the Board of Directors may fix, in
advance, a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than sixty (60) nor less than ten (10) days
before the date of such meeting. If no record date is fixed by the Board of
Directors, the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given, or if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held. A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

          (b) In order that the corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix, in advance, a


                                       14



record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be not
more than sixty (60) days prior to such action. If no record date is fixed by
the Board of Directors, the record date for determining stockholders for any
such purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.

     Section 37. Registered Stockholders. The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and shall not be
bound to recognize any equitable or other claim to or interest in such share or
shares on the part of any other person whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of Delaware.

                                  ARTICLE VIII

                       Other Securities of the Corporation

     Section 38. Execution of other Securities. All bonds, debentures and other
corporate securities of the corporation, other than stock certificates (covered
in Section 33), may be signed by the Chairman of the Board of Directors, the
President or any Vice President, or such other person as may be authorized by
the Board of Directors, and the corporate seal impressed thereon or a facsimile
of such seal imprinted thereon and attested by the signature of the Secretary or
an Assistant Secretary, or the Chief Financial Officer or Treasurer or an
Assistant Treasurer, provided, however, that where any such bond, debenture or
other corporate security shall be authenticated by the. manual signature of a
trustee under an indenture pursuant to which such bond, debenture or other
corporate security shall be issued, the signatures of the persons signing and
attesting the corporate seal on such bond, debenture or other corporate security
may be the imprinted facsimile of the signatures of such persons. Interest
coupons appertaining to any such bond, debenture or other corporate security,
authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an
Assistant Treasurer of the corporation or such other person as may be authorized
by the Board of Directors, or bear imprinted thereon the facsimile signature of
such person. In case any officer who shall have signed or attested any bond,
debenture or other corporate security, or whose facsimile signature shall appear
thereon or on any such interest coupon, shall have ceased to be such officer
before any bond, debenture or other corporate security so signed or attested
shall have been delivered, such bond, debenture or other corporate security
nevertheless may be adopted by the corporation and issued and delivered as
though the person who signed the same or whose facsimile signature shall have
been used thereon had not ceased to be such officer of the corporation.

                                   ARTICLE IX

                                    Dividends

     Section 39. Declaration of Dividends. Dividends upon the capital stock of
the corporation, subject to the provisions of the Certificate of Incorporation,
if any, may be declared by the Board of Directors pursuant to law at any regular
or special meeting. Dividends may be


                                       15



paid in cash; in property, or, in shares of the capital stock, subject to the
provisions of the Certificate of Incorporation.

     Section 40. Dividend Reserve. Before payment of any dividend, there may be
set aside out of any finds of the corporation available for dividends such sum
or sums as the Board of Directors from time to time, in their absolute
discretion, think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the Board of Directors shall think
conducive to the interests of the corporation, and the Board of Directors may
modify or abolish any such reserve in the manner in which it was created.

                                    ARTICLE X

                                   Fiscal Year

     Section 41. Fiscal Year. The fiscal year of the corporation shall be fixed
by resolution of the Board of Directors.

                                   ARTICLE XI

                                 Indemnification

     Section 42. Indemnification of Directors, Officers, Employees and Other
Agents.

          (a) Directors and Executive Officers. The corporation shall indemnify
its Directors and executive officers to the fullest extent not prohibited by the
Delaware General Corporation Law; provided, however, that the corporation may
limit the extent of such indemnification by individual contracts with its
Directors and executive officers; and, provided, further, that the corporation
shall not be required to indemnify any Director or executive officer in
connection with any proceeding (or part thereof) initiated by such person or any
proceeding by such person against the corporation or its Directors, officers,
employees or other agents unless (i) such indemnification is expressly required
to be made by law, (ii) the proceeding was authorized by the Board of Directors
of the corporation or (iii) such indemnification is provided by the corporation,
in its sole discretion, pursuant to the powers vested in the corporation under
the Delaware General Corporation Law.

          (b) Other Officers, Employees and Other Agents. The corporation shall
have power to indemnify its other officers, employees and other agents as set
forth in the Delaware General Corporation Law.

          (c) Good Faith.

          (1) For purposes of any determination under this Bylaw, a Director or
     executive officer shall be deemed to have acted in good faith and in a
     manner he reasonably believed to be in or not opposed to the best interests
     of the corporation, and, with respect to any criminal action or proceeding,
     to have had no reasonable cause to


                                       16



     believe that his conduct was unlawful, if his action is based on
     information, opinions, reports and statements, including financial
     statements and other financial data; in each case prepared or presented by:

               (a) one or more officers or employees of the corporation whom the
     Director or executive officer believed to be reliable and competent in the
     matters presented;

               (b) counsel, independent accountants or other persons as to
     matters which the Director or executive officer believed to be within such
     person's professional competence; and

               (c) with respect to a Director, a committee of the Board upon
     which such Director does not serve, as to matters within such committee's
     designated authority, which committee the Director believes to merit
     confidence so long as, in each case, the Director or executive officer acts
     without knowledge that would cause such reliance to be unwarranted.

          (2) The termination of any proceeding by judgment, order, settlement,
     conviction or upon a plea of nolo contendere or its equivalent shall not,
     of itself, create a presumption that the person did not act in good faith
     and in a manner which he reasonably believed to be in or not opposed to the
     best interests of the corporation, and, with respect to any criminal
     proceeding, that he had reasonable cause to believe that his conduct was
     unlawful.

          (3) The provisions of this paragraph (c) shall not be deemed to be
     exclusive or to limit in any way the circumstances in which a person may be
     deemed to have met the applicable standard of conduct set forth by the
     Delaware General Corporation Law.

          (d) Expenses. The corporation shall advance, prior to the final
disposition of any proceeding, promptly following request therefor, all expenses
incurred by any Director or executive officer in connection with such proceeding
upon receipt of an undertaking by or on behalf of such person to repay said
amounts if it should be determined ultimately that such person is not entitled
to be indemnified under this Bylaw or otherwise.

     Notwithstanding the foregoing, unless otherwise determined pursuant to
paragraph (e) of this Bylaw, no advance shall be made by the corporation if a
determination is reasonably and promptly made (i) by the Board of Directors by a
majority vote of a quorum consisting of Directors who were not parties to the
proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, that the facts known to the decision making party at the time
such determination is made demonstrate clearly and convincingly that such person
acted in bad faith or in a manner that such person did not believe to be in or
not opposed to the best interests of the corporation.


                                       17



          (e) Enforcement. Without the necessity of entering into an express
contract, all rights to indemnification and advances to Directors and executive
officers under this Bylaw shall be deemed to be contractual rights and be
effective to the same extent and as if provided for in a contract between the
corporation and the Director or executive officer. Any right to indemnification
or advances granted by this Bylaw to a Director or executive officer shall be
enforceable by or on behalf of the person holding such right in any court of
competent jurisdiction if (i) the claim for indemnification or advances is
denied, in whole or in part, or (ii) no disposition of such claim is made within
ninety (90) days of request therefor. The claimant in such enforcement action,
if successful in whole or in part, shall be entitled to be paid also the expense
of prosecuting his claim. The corporation shall be entitled to raise as a
defense to any such action that the claimant has not met the standards of
conduct that make it permissible under the Delaware General Corporation Law for
the corporation to indemnify the claimant for the amount claimed. Neither the
failure of the corporation (including its Board of Directors, independent legal
counsel or its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he has met the applicable standard of conduct set
forth in the Delaware General Corporation Law, nor an actual determination by
the corporation (including its Board of Directors, independent legal counsel or
its stockholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that claimant
has not met the applicable standard of conduct.

          (f) Non-Exclusivity of Rights. The rights conferred on any person by
this Bylaw shall not be exclusive of any other right which such person may have
or hereafter acquire under any statute, provision of the Certificate of
Incorporation, Bylaws, agreement, vote of stockholders or disinterested
Directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding office. The corporation is specifically
authorized to enter into individual contracts with any or all of its Directors,
officers, employees or agents respecting indemnification and advances, to the
fullest extent not prohibited by the Delaware General Corporation Law.

          (g) Survival of Rights. The rights conferred on any person by this
Bylaw shall continue as to a person who has ceased to be a Director, officer,
employee or other agent and shall inure to the benefit of the heirs, executors
and administrators of such a person.

          (h) Insurance. To the fullest extent permitted by the Delaware General
Corporation Law, the corporation, upon approval by the Board of Directors, may
purchase insurance on behalf of any person required or permitted to be
indemnified pursuant to this Bylaw.

          (i) Amendments. Any repeal or modification of this Bylaw shall only be
prospective and shall not affect the rights under this Bylaw in effect at the
time of the alleged occurrence of any action or omission to act that is the
cause of any proceeding against any agent of the corporation.

          (j) Saving Clause. If this Bylaw or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
corporation shall nevertheless


                                       18



indemnify each Director and executive officer to the full extent not prohibited
by any applicable portion of this Bylaw that shall not have been invalidated, or
by any other applicable law.

          (k) Certain Definitions. For the purposes of this Bylaw, the following
definitions shall apply:

          (1) The term "proceeding" shall be broadly construed and shall
     include, without limitation, the investigation, preparation, prosecution,
     defense, settlement, arbitration and appeal of, and the giving of testimony
     in, any threatened, pending or completed action, suit or proceeding,
     whether civil, criminal, administrative or investigative.

          (2) The term "expenses" shall be broadly construed and shall include,
     without limitation, court costs, attorneys' fees, witness fees, fines,
     amounts paid in settlement or judgment and any other costs and expenses of
     any nature or kind incurred in connection with any proceeding.

          (3) The term the "corporation" shall include, in addition to the
     resulting corporation, any constituent corporation (including any
     constituent of a constituent) absorbed in a consolidation or merger which,
     if its separate existence had continued, would have had power and authority
     to indemnify its directors, officers, and employees or agents, so that any
     person who is or was a director, officer, employee or agent of such
     constituent corporation, or is or was serving at the request of such
     constituent corporation as a director, officer, employee or agent of
     another corporation, partnership, joint venture, trust or other enterprise,
     shall stand in the same position under the provisions of this Bylaw with
     respect to the resulting or surviving corporation as he would have with
     respect to such constituent corporation if its separate existence had
     continued.

          (4) References to a "director," "officer, ""employee," or "agent" of
     the corporation shall include without limitation, situations where such
     person is serving at the request of the corporation as a director, officer,
     employee, trustee or agent of another corporation, partnership, joint
     venture, trust or other enterprise.

          (5) References to "other enterprises" shall include employee benefit
     plans; references to "fines" shall include any excise taxes assessed on a
     person with respect to an employee benefit plan; and references to "serving
     at the request of the corporation" shall include any service as a director,
     officer, employee or agent of the corporation which imposes duties on, or
     involves services by, such director, officer, employee, or agent with
     respect to an employee benefit plan, its participants, or beneficiaries;
     and a person who acted in good faith and in a manner he reasonably believed
     to be in the interest of the participants and beneficiaries of an employee
     benefit plan shall be deemed to have acted in a manner "not opposed to the
     best interests of the corporation" as referred to in this Bylaw.


                                       19



                                   ARTICLE XII

                                     Notices

     Section 43. Notices.

          (a) Notice to Stockholders. Whenever, under any provisions of these
Bylaws, notice is required to be given to any stockholder, it shall be given in
writing, timely and duly deposited in the United States mail, postage prepaid,
and addressed to his last known post office address as shown by the stock record
of the corporation or its transfer agent.

          (b) Notice to Directors. Any notice required to be given to any
Director may be given by the method stated in subsection (a), or by facsimile,
telex or telegram, except that such notice other than one which is delivered
personally shall be sent to such address as such Director shall have filed in
writing with the Secretary, or, in the absence of such filing, to the last known
post office address of such Director.

          (c) Address Unknown. If no address of a stockholder or Director be
known, notice may be, sent to the office of the corporation required to be
maintained pursuant to Section 2 hereof.

          (d) Affidavit of Mailing. An affidavit, of mailing, executed by a duly
authorized and competent employee of the corporation or its transfer agent
appointed with respect to the class of stock affected, specifying the name and
address or the names and addresses of the stockholder or stockholders, or
Director or Directors, to whom any such notice or notices was or were given, and
the time and method of giving the same, shall be conclusive evidence of the
statements therein contained.

          (e) Time Notices Deemed Given. All notices given by mail, as above
provided, shall be deemed to have been given as at the time of mailing, and all
notices given by facsimile, telex or telegram shall be deemed to have been given
as of the sending time recorded at the time of transmission.

          (f) Methods of Notices. It shall not be necessary that the same method
of giving notice be employed in respect of all Directors, but one permissible
method may be employed in respect of any one or more, and any other permissible
method or methods may be employed in respect of any other or others.

          (g) Failure to Receive Notice. The period or limitation of time within
which any stockholder may exercise any option or right, or enjoy any privilege
or benefit, or be required to act, or within which any Director may exercise any
power or right, or enjoy any privilege, pursuant to any notice sent him in the
manner above provided, shall not be affected or extended in any manner by the
failure of such stockholder or such Director to receive such notice.


                                       20



          (h) Notice to Person with Whom Communication Is Unlawful. Whenever
notice is required to be given, under any provision of law or of the Certificate
of Incorporation or Bylaws of the corporation, to any person with whom
communication is unlawful, the giving of such notice to such person shall not be
required and there shall be no duty to apply to any governmental authority or
agency for a license or permit to give such notice to such person. Any action or
meeting which shall be taken or held without notice to any such person with whom
communication is unlawful shall have the same force and effect as if such notice
had been duly given. In the event that the action taken by the corporation is
such as to require the filing of a certificate under any provision of the
Delaware General Corporation Law, the certificate shall state, if such is the
fact and if notice is required, that notice was given to all persons entitled to
receive notice except such persons with whom communication is unlawful.

          (i) Notice to Person with Undeliverable Address. Whenever notice is
required to be given, under any provision of law or the Certificate of
Incorporation or Bylaws of the corporation, to any stockholder to whom (i)
notice of two consecutive annual meetings, and all notices of meetings to such
person during the period between such two consecutive annual meetings, or (ii)
all, and at least two, payments (if sent by first class mail) of dividends or
interest on securities during a twelve-month period, have been mailed addressed
to such person at his address as shown on the records of the corporation and
have been returned undeliverable, the giving of such notice to such person shall
not be required. Any action or meeting which shall be taken or held without
notice to such person shall have the same force and effect as if such notice had
been duly given. If any such person shall deliver to the corporation a written
notice setting forth his then current address, the requirement that notice be
given to such person shall be reinstated. In the event that the action taken by
the corporation is such as to require the filing of a certificate under any
provision of the Delaware General Corporation Law, the certificate need not
state that notice was not given to persons to whom notice was not required to be
given pursuant to this paragraph.

                                  ARTICLE XIII

                                   Amendments

     Section 44. Amendments. Except as otherwise set forth in paragraph (i) of
Section 42 of these Bylaws, these Bylaws may be amended or repealed and new
Bylaws adopted by the stockholders entitled to vote. The Board of Directors
shall have the power, if such power is conferred upon the Board of Directors by
the Certificate of Incorporation, to adopt amend or repeal Bylaws (including,
without limitation, the amendment of any Bylaw setting forth the number of
Directors who shall constitute the whole Board of Directors).

                                   ARTICLE XIV

                                Loans to Officers

     Section 45. Loans to Officers. The corporation may lend money to, or
guarantee any obligation of, or otherwise assist any officer or other employee
of the corporation or of its subsidiaries, including any officer or employee who
is a Director of the corporation or its


                                       21



subsidiaries, whenever, in the judgment of the Board of Directors, such loan,
guarantee or assistance may reasonably be expected to benefit the corporation.
The loan, guarantee or other assistance may be with or without interest and may
be unsecured, or secured in such manner as the Board of Directors shall approve,
including, without limitation, a pledge of shares of stock of the corporation.
Nothing in this Bylaw shall be deemed to deny, limit or restrict the powers of
guaranty or warranty of the corporation at common law or under statute.

                                   ARTICLE XV

                                  Annual Report

     Section 46. Annual Report. (a) Subject to the provisions of Section 46(b)
below, the Board of Directors shall cause an annual report to be sent to each
stockholder of the corporation not later than one hundred twenty (120) days
after the close of the corporation's fiscal year. Such report shall include a
balance sheet as of the end of such fiscal year and an income statement and
statement of changes in financial position for such fiscal year, accompanied by
any report thereon of independent accounts or, if there is no such report, the
certificate of an authorized officer of the corporation that such statements
were prepared without audit from the books and records of the corporation. Such
report shall be sent to stockholders at least fifteen (15) days prior to the
next annual meeting of stockholders after the end of the fiscal year to which it
relates.

          (b) If and so long as there are fewer than 100 holders of record of
the corporation's shares, the requirement of sending of an annual report to the
stockholders of the corporation is hereby expressly waived.


                                       22

EX-3.148

                                                                   Exhibit 3.148

A-234-Certificateof Incorporation

Certificate of Incorporation of
SUNRISE HANDICAP TRANSPORT CORP.

under Section 402 of the Business Corporation Law

IT IS HEREBY CERTIFIED THAT:

(1) The name of the proposed corporation is SUNRISE HANDICAP TRANSPORT CORP.

(2) The purpose or purposes for which this corporation is formed, are as
follows, to wit:

To conduct, engage in and carry on the general business of transportation by
air, by land and by water.

The corporation, in furtherance of its corporate purposes above set forth, shall
have all of the powers enumerated in Section 202 of the Business Corporation
Law, subject to any limitations provided in the Business Corporation Law or any
other statute of the State of New York.

(3) The office of the corporation is to be located in the Town (city) (town)
(incorporated village) of Babylon, County of Suffolk, State of New York.

(4) The aggregate number of shares which the corporation shall have the
authority to issue is

TWO-HUNDRED (200) SHARES, without par value, but with right reserved to
shareholders to fix consideration for issuance of said shares.

(5) The Secretary of State is designated as agent of the corporation upon whom
process against it may be served. The post office address to which the Secretary
of State shall mail a copy of any process against the corporation served upon
him is

345 36th Street, Lindenhurst, N.Y. 11757

(6) The accounting period which the corporation intends to establish for its
first franchise tax report is the fiscal-year ending April 30, 1981.

The undersigned incorporator, or each of them if there are more than one, is of
the age of eighteen years or over.



IN WITNESS WHEREOF, this certificate has been subscribed this 4th day of May,
1981 by the undersigned who affirm(s) that the statements made herein are true
under the penalties of perjury.


/s/ Joseph Randazzo
- -------------------------------------
Type name of incorporator
Joseph Randazzo
Signature

345 36th Street, Lindenhurst,
N.Y. 11757
Address


/s/ Gary Koziarz
- -------------------------------------
Type name of incorporator
GARY KOZIARZ
Signature

240 Cabota Avenue, Copiague,
N.Y. 11726
Address


- -------------------------------------
Type name of incorporator
Signature

- -------------------------------------
Address


                                        2



Certificate of Incorporation

of

SUNRISE HANDICAP TRANSPORT CORP.

under Section 402 of the Business Corporation Law

Filed By.
ARTHUR J. GIORGINI
Office and Post Office Address
326 So. Wellwood Avenue
Box 501
Lindenhurst, N.Y. 11757
(516) 884-3600

FILE S1-3204____


                                        3



CERTIFICATE OF CHANGE

OF

SUNRISE HANDICAP TRANSPORT CORP.

UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW

WE, THE UNDERSIGNED, Robert F. Jarrett, the Vice-President and Robert H. Byrne,
the Secretary of Sunrise Handicap Transport Corp. hereby certify:

1. The name of the corporation is Sunrise Handicap Transport Corp.

2. The Certificate of Incorporation of said corporation was filed by the
Department of State on May 11, 1981.

The following was authorized by the Board of Directors:

3. To change the post office address to which the Secretary of State shall mail
a copy of process in any action or proceeding against the corporation which may
be served on him from c/o The Corporation 11 Drew Court, Ronkonkoma, New York
11779 to c/o C T Corporation System, 1633 Broadway, New York, New York 10019.

     To appoint the registered agent in New York upon when all process against
the corporation may be served to be C T Corporation System at 1633 Broadway, New
York, New York 10019

IN WITNESS WHEREOF, we have signed this certificate on the ___ day of November
1995 and we affirm the statements contained thereon as true under penalties of
perjury.


/s/ Robert E. Jarrett
- -------------------------------------
Robert E. Jarrett - Vice President


/s/ Robert H. Byrne
- -------------------------------------
Robert H. Byrne, Secretary


                                        4



CERTIFICATE OF CHANGE
OF
SUNRISE HANDICAP TRANSPORT CORP.

UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW

LAIDLAW TRANSIT INC.
3221 NORTH SERVICE ROAD
BURLINGTON, ONT CANADA L7R 3Y8


                                        5



CERTIFICATE OF MERGER
OF

Associated Ambulance Service, Inc.
Adam Transportation, Inc.,
Park Ambulance Service, Inc.,
Five Counties Ambulance Service, Inc.
Sunrise Handicap Transport Corp.

INTO
MEDTRANS OF NEW YORK, INC.

UNDER SECTION 904 OF THE BUSINESS CORPORATION LAW

We, the undersigned, Michael Forsayeth and Robert H. Byrne, being respectively
the Vice-President and the Secretary of MedTrans of New York, Inc., and Michael
Forsayeth and Robert H. Byrne, being respectively the Vice-President and
Secretary of Associated Ambulance Service, Inc., Adam Transportation, Inc., Park
Ambulance Service, Five Counties Ambulance Service, Inc., and Sunrise Handicap
Transport Corp. hereby certify:

1. (a) The name of each constituent is as follows:

MedTrans of New York, Inc.
Associated Ambulance Service, Inc.
Adam Transportation, Inc.
Park Ambulance Service, Inc.
Five Counties Ambulance Service, Inc.
Sunrise Handicap Transport Corp.

(b) The name of the surviving corporation is MedTrans of New York, Inc. and
following the merger its name shall be MedTrans of New York, Inc.

2. As to each constituent corporation, the designation and number of outstanding
shares of each class and series and the voting rights thereof are as follows:



                            Designation and of      Class or Series    Shares entitled
                           shares in each class   of Shares entitled     to vote as a
Name of Corporation       or series outstanding         to Vote        class or series
- -------------------       ---------------------   ------------------   ---------------
                                                              
MedTrans of               100 Common              Common               1
New York, Inc.

Associated Ambulance      1,000 Common            Common               1
Service, Inc.

Adam Transportation,      100 Common              Common               1
Inc.



                                        6



                                                              
Park Ambulance            50 Common               Common               1
Service, Inc.

Five Counties Ambulance   100 Common              Common               1
Service, Inc.

Sunrise Handicap          100 Common              Common               1
Transport Corp.



3. There will be no amendments or changes made to the Certificate of
Incorporation of the surviving corporation once the merger has taken place.

4. The date when the Certificate of Incorporation of each constituent
corporation was filed by the Department of State is as follows:



Name of Corporation                     Date of Incorporation
- -------------------                     ---------------------
                                     
MedTrans of New York, Inc.              December 27, 1994

Associated Ambulance Service, Inc.      April 8, 1988 (under the name of
                                        AMB-U-Chair Coaches Inc.)

Adam Transportation Services, Inc       December 23, 1988

Park Ambulance Service, Inc.            August 3, 1964 (under the name of Park
                                        Ambulance & Oxygen Service, inc.)

Five Counties Ambulance Service, Inc.   November 23, 1964

Sunrise Handicap Transport Corp.        May 11, 1981


5. The merger was adopted by each constituent corporation in the following
manner.

(a) As to MedTrans of New York, Inc., by the unanimous written consent of the
shareholders.

(b) As to Associated Ambulance Service, Inc., by the unanimous written consent
of the shareholders.

(c) As to Adam Transportation Service, Inc., by the unanimous written consent of
the shareholders.

(d) As to Park Ambulance Service, Inc., by the unanimous written consent of the
shareholders.


                                        7



(e) As to Five Counties Ambulance Service, Inc., by the unanimous written
consent of the shareholders.

(f) As to Sunrise Handicap Transport Corp., by the unanimous written consent of
the shareholders.

6. The merger shall be effected on the 31st day of August, 1996.

IN WITNESS WHEREOF, we have signed this certificate on the 27 day of August,
1996, and we affirm the statements therein as true under penalties or perjury.

MedTrans of New York, Inc.


By: /s/ Michael Forsayeth
    ----------------------------------
    Michael Forsayeth - Vice President


By: /s/ Robert H. Byrne
    ----------------------------------
    Robert H. Byrne - Secretary


Associated Ambulance


By: /s/ Michael Forsayeth
    ----------------------------------
    Michael Forsayeth - Vice President


By: /s/ Robert H. Byrne
    ----------------------------------
    Robert H. Byrne - Secretary


Adam Transportation, Inc.


By: /s/ Michael Forsayeth
    ----------------------------------
    Michael Forsayeth - Vice President


By: /s/ Robert H. Byrne
    ----------------------------------
    Robert H. Byrne - Secretary

SIGNATURES CONTINUED...

Park Ambulance Service, Inc.


By: /s/ Michael Forsayeth
    ----------------------------------
    Michael Forsayeth - Vice President


By: /s/ Robert H. Byrne
    ----------------------------------
    Robert H. Byrne - Secretary


                                        8



Five Counties Ambulance Service, Inc.


By: /s/ Michael Forsayeth
    ----------------------------------
    Michael Forsayeth - Vice President


By: /s/ Robert H. Byrne
    ----------------------------------
    Secretary


Sunrise Handicap Transport Corp.


By: /s/ Michael Forsayeth
    ----------------------------------
    Michael Forsayeth - Vice President


By: /s/ Robert H. Byrne
    ----------------------------------
    Robert H. Byrne - Secretary


                                        9



CERTIFICATE OF MERGER
OF
ASSOCIATED AMBULANCE SERVICE, INC.
ADAM TRANSPORTATION, INC.
PARK AMBULANCE SERVICE, INC.
FIVE COUNTIES AMBULANCE SERVICE, INC.
SUNRISE HANDICAP TRANSPORT CORP.
INTO
MEDTRANS OF NEW YORK, INC.

UNDER SECTION 904 OF THE BUSINESS CORPORATION-LAW

LAIDLAW INC.
3221 N. SERVICE ROAD
BURLINGTON ONTARIO CANADA L7R 3Y8


                                       10



At a Special Term of the Supreme Court of the State of New York, County of
Albany, held at the Court House in Albany, New York, on the 18 day of March,
1997

PRESENT :
JUSTICE

SUPREME COURT
COUNTY OF ALBANY
STATE OF NEW YORK

MEDTRANS OF NEW YORK, INC.,
ASSOCIATED AMBULANCE SERVICE, INC.,
ADAM TRANSPORTATION SERVICE, INC.,
PARK AMBULANCE SERVICE, INC.,
FIVE COUNTIES AMBULANCE SERVICE, INC. AND
SUNRISE HANDICAP TRANSPORT CORP.

Plaintiffs,

- - AGAINST -

SECRETARY OF STATE OF THE STATE OF NEW YORK,

Defendant.

ORDER

Plaintiffs, MEDTRANS OF NEW YORK, INC., ASSOCIATED AMBULANCE SERVICE, INC., ADAM
TRANSPORTATION SERVICE, INC., PARK AMBULANCE SERVICE, INC., FIVE COUNTIES
AMBULANCE SERVICE, INC. and SUNRISE HANDICAP TRANSPORT CORP. by their attorney,
Laurence A. Kirsch, Esq., by an Order To Show Cause having sought an Order in
this Court annulling the filing of the Certificate of Merger of the above named
corporations into MEDTRANS OF NEW YORK, INC. filed on the 31st day of August,
1996, with the Division of Corporations of the New York State Secretary of
State's Office, and upon reading and filing the affidavit of Lawrence A. Kirsch,
Esq., sworn to the 28th day of February, 1997, and the Defendant having no
objection to such order, it is hereby

ORDERED, that the Certificate of Merger of ASSOCIATED AMBULANCE SERVICE, INC.,
ADAM TRANSPORTATION SERVICE, INC., PARK AMBULANCE SERVICE, INC., FIVE COUNTIES
AMBULANCE SERVICE, INC. AND SUNRISE HANDICAP TRANSPORT CORP. into MEDTRANS OF
NEW YORK, INC. filed in the Offices of the Division of Corporations of the New
York Secretary of State's Office on August 30, 1996, to be effective August 31,
1996 be annulled, and it is further

ORDERED, that the constituent corporations to the above merger be restored to
the index of existing corporations of the Department of State, Division of
Corporations, and it is further


                                       11



ORDERED, that Plaintiffs file a copy of this Order with the Department of State,
Division of Corporations with respect to each of the above named entities and
pay the appropriate statutory filing fees for same.

Signed this 18 day of March, 1997, at Albany, New York.


/s/ X
- -------------------------------------
Hon.
Justice of the Supreme Court

STATE OF NEW YORK
COUNTY OF ALBANY CLERK'S OFFICE
ss.:

I, THOMAS G. CLINGAN, Clerk of the said County, and also Clerk of the Supreme
and County Courts, being Courts of Record held therein, DO HEREBY CERTIFY that I
have compared the annexed copy with the original thereof filed in this office on
the 18 day of March 1997 and that the same is a correct transcript therefrom,
and of the whole of said original.

IN TESTIMONY WHEREOF, I have hereunto set my name and affixed my official seal,
this 18 day of March 1997.


/s/ THOMAS G. CLINGAN
- -------------------------------------
Clerk


                                       12



COURT ORDER NULLIFYING

CERTIFICATE OF MERGER
OF

MEDTRANS OF NEW YORK, INC.
ASSOCIATED AMBULANCE SERVICE, INC.
ADAM TRANSPORTATION SERVICE INC.
PARK AMBULANCE SERVICE, INC.
FIVE COUNTIES AMBULANCE SERVICE, INC.
SUNRISE HANDICAP TRANSPORT CORP.

Filed by:
HARTER, SECREST & EMERY
700 MIDTOWN TOWER
ROCHESTER, NY 14604-2070


                                       13



CERTIFICATE OF CHANGE
OF

SUNRISE HANDICAP TRANSPORT CORP.

Under Section 805-A of the Business Corporation Law

1. The name of the corporation is SUNRISE HANDICAP TRANSPORT CORP.

If applicable, the original name under which it was formed is

2. The Certificate of Incorporation of said corporation was filed by the
Department of State on 5-11-81.

3. The address of C T Corporation System as the registered agent of said
corporation is hereby changed from CT CORPORATION SYSTEM, 1633 BROADWAY, NEW
YORK. NY 10019 to 111 Eighth Avenue, New York, New York 10011.

4. The address to which the Secretary of State shall mail a copy of process in
any action or proceeding, against the corporation which may be served on him is
hereby changed from c/o CT CORPORATION SYSTEM, 1633 BROADWAY, NEW YORK, NY 10019
to c/o C T Corporation System, 111 Eighth Avenue, New York, New York 10011.

5. Notice of the above changes was mailed to the corporation by C T Corporation
System not less than 30 days prior to the date of delivery to the Department of
State and such corporation has not objected thereto.

6. C T Corporation System is both the agent of such corporation to whose address
the Secretary of State is required to mail copies of process and the registered
agent of such corporation.

IN WITNESS WHEREOF, I have signed this certificate on September 1, 1999 and
affirm the statements contained herein as true under penalties of perjury.

CT CORPORATION SYSTEM


By: /s/ Kenneth J. Uva
    ---------------------------------
    Kenneth J. Uva - Vice President


                                       14



E9 - DRAWDOWN

CERTIFICATE OF CHANGE
OF

SUNRISE HANDICAP TRANSPORT CORP.

Under Section 805-A of the Business Corporation Law

Filed by:
C T CORPORATION SYSTEM
111 Eighth Avenue
New York, NY 10011


                                       15

EX-3.149

                                                                   Exhibit 3.149

                                    BY--LAWS

                                       OF

                        SUNRISE HANDICAP TRANSPORT CORP.

                        ARTICLE I. SHAREHOLDERS' MEETING

Section 1. -- Annual Meeting.

          The annual meeting of the shareholders shall be held within five
months after the close of the fiscal year of the Corporation, for the purpose of
electing directors, and transacting such other business as may properly come
before the meeting.

Section 2 -- Special Meetings:

          Special meetings of the shareholders may be called at any time by the
Board of Directors or by the President or the Secretary at the written request
of the holders of fifty per cent (50%) of the shares then outstanding and
entitled to vote thereat, or as otherwise required under the provisions of the
Business Corporation Law.

Section 3 -- Place of Meetings:

          All meetings of shareholders shall be held at the principal office of
the Corporation, or at such other places within or without the State of New York
as shall be designated in the notices or waivers of notice of such meetings.

Section 4 -- Notice of Meetings:

          (a) Written notice of each meeting of shareholders, whether annual or
special, stating the time when and place where it is to be held, shall be served
either personally or by mail, not less than ten or more than fifty days before
the meeting, upon each shareholder of record entitled to vote at such meeting,
and to any other shareholder to whom the giving of notice may be required by
law. Notice of a special meeting shall also state the purpose or purposes for
which the meeting is called, and shall indicate that it is being issued by, or
at the direction of, the person or persons calling the meeting. If, at any
meeting, action is proposed to be taken that would, if taken, entitle
shareholders to receive payment for their shares pursuant to the Business
Corporation Law, the notice of such meeting shall include a statement of that
purpose and to that effect. If mailed, such notice shall be directed to each
such shareholder at his address, as it appears on the records of the
shareholders of the Corporation, unless he shall have previously filed with the
Secretary of the Corporation a written request that notices intended for him be
mailed to some other address, in which case, it shall be mailed to the address
designated in such request.



          (b) Notice of any meeting need not be given to any person who may
become a shareholder of record after the mailing of such notice and prior to the
meeting, or to any shareholder who attends such meeting, in person or by proxy,
or to any shareholder who, in person or by proxy, submits a signed waiver of
notice either before or after such meeting. Notice of any adjourned meeting of
shareholders need not be given, unless otherwise required by statute.

Section 5 -- Quorum:

          (a) Except as otherwise provided herein, or by statute, or in the
Certificate of Incorporation (such Certificate and any amendments thereof being
hereinafter collectively referred to as the "Certificate of Incorporation"), at
all meetings of shareholders of the Corporation, the presence at the
commencement of such meetings in person or by proxy of shareholders holding of
record a majority of the total number of shares of the Corporation then issued
and outstanding and entitled to vote, shall be necessary and sufficient to
constitute a quorum for the transaction of any business. The withdrawal of any
shareholder after the commencement of a meeting shall have no effect on the
existence of a quorum, after a quorum has been established at such meeting.

          (b) Despite the absence of a quorum at any annual or special meeting
of shareholders, the shareholders, by a majority of the votes cast by the
holders of shares entitled to vote thereon, may adjourn the meeting. At any such
adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the meeting as originally called if a quorum
had been present.

Section 6 -- Voting:

          (a) Except as otherwise provided by statute or by the Certificate of
Incorporation, any corporate action, other than the election of directors to be
taken by vote of the shareholders, shall be authorized by a majority of votes
cast at a meeting of shareholders by the holders of shares entitled to vote
thereon.

          (b) Except as otherwise provided by statute or by the Certificate of
Incorporation, at each meeting of shareholders, each holder of record of stock
of the Corporation entitled to vote thereat, shall be entitled to one vote for
each share of stock registered in his name on the books of the Corporation.

          (c) Each shareholder entitled to vote or to express consent or dissent
without a meeting, may do so by proxy; provided, however, that the instrument
authorizing such proxy to act shall have been executed in writing by the
shareholder himself, or by his attorney-in-fact thereunto duly authroized in
writing. No proxy shall be valid after the expiration of eleven months from the
date of its execution, unless the persons executing it shall have specified
therein the length of time it is to continue in force. Such instrument shall be
exhibited to the Secretary at the meeting and shall be filed with the records of
the Corporation.

          (d) Any resolution in writing, signed by all of the shareholders
entitled to vote thereon, shall be and constitute action by such shareholders to
the effect therein expressed, with the same force and effect as if the same had
been duly passed by unanimous vote at a duly called


                                       2



meeting of shareholders and such resolution so signed shall be inserted in the
Minute Book of the Corporation under its proper date.

                              ARTICLE II. DIRECTORS

                        SUNRISE HANDICAP TRANSPORT CORP.

Section 1. -- Number.

          The affairs and the business of the Corporation, except as otherwise
provided in the Certificate of Incorporation, shall be managed by the Board of
Directors. The number of the directors of the Corporation shall be ( ), unless
and until otherwise determined by vote of a majority of the entire Board of
Directors. The number of Directors shall not be less than three, unless all of
the outstanding shares are owned beneficially and of record by less than three
shareholders, in which event the number of directors shall not be less than the
number of shareholders.

Section 2. -- How Elected.

          At the annual meeting of shareholders, the persons duly elected by the
votes cast at the election held thereat shall become the directors for the
ensuing year.

Section 3. -- Term of Office.

          The term of office of each of the directors shall be until the next
annual meeting of shareholders and thereafter until a successor has been elected
and qualified.

Section 4. -- Duties of Directors.

          The Board of Directors shall have the control and general management
of the affairs and business of the Corporation unless otherwise provided the
certificate of Incorporation. Such directors shall in all cases act as a Board
regularly convened by a majority, and they may adopt such rules and regulations
for the conduct of their meetings, and the management and business of the
Corporation as they may deem proper, not inconsistent with these By-Laws and the
Laws of the State of New York.

Section 5. -- Directors' Meetings.

          Regular meetings of the Board of Directors shall be held immediately
following the annual meetings of the shareholders, and at such other times as
the Board of Directors may determine. Special meetings of the Board of Directors
may be called by the President at any time and must be called by the President
or the Secretary upon the written request of two Directors.

Section 6. -- Notice of Special Meetings.

          Notice of special meetings of the Board of Directors shall be served
personally or by mail addressed to each Director at his last known address no
less than five or more than


                                       3



twenty days prior to the date of such meeting. The notice of such meeting shall
contain a statement of the business to be transacted thereat. No business other
than that specified in the call for the meeting shall be transacted at any such
special meeting. Notice of special meeting may be waived by any Direct-or by
written waiver or by personal attendance thereat without protest of lack of
notice to him.

Section 7. -- Quorum.

          At any meeting of the Board of Directors, except as otherwise provided
by the Certificate of Incorporation, or by these By-Laws, a majority of the
Board of Directors shall constitute a quorum. However, a lesser number when not
constituting a quorum may adjourn the meeting from time to time until a quorum
shall be present or represented.

Section 8. -- Voting.

          Except as otherwise provided by statute, or by the Certificate of
Incorporation, or by these By-Laws, the affirmative vote of a majority of the
Directors present at any meeting of the Board of Directors at which a quorum is
present shall be necessary for the transaction of any item of business thereat.
Any resolution in writing, signed by all of the directors entitled to vote
thereon, shall be and constitute action by such directors to the effect therein
expressed, with the same force and effect as if the same had been duly passed by
unanimous vote at a duly called meeting of directors and such resolution so
signed shall be inserted in the Minute Book of the Corporation under its proper
date.

Section 9. -- Vacancies.

          Unless otherwise provided in the Certificate of Incorporation,
vacancies in the Board of Directors occurring between annual meetings of the
shareholders shall be filled for the unexpired portion of the term by a majority
vote of the remaining Directors, even though less than a quorum exists.

Section 10. -- Removal of Directors.

          Any or all of the directors may be removed, either with or without
cause at any time by a vote of the shareholders at any meeting called for such
purpose.

Section 11. -- Resignation.

          Any director may resign at any time by giving written notice to the
Board of Directors, the President or the Secretary of the Corporation. Unless
otherwise specified in such written notice, such resignation shall take effect
upon receipt thereof by the Board of Directors or such officer, and the
acceptance of such resignation shall not be necessary to make it effective.

Section 12. -- Salary.

          No stated salary shall be paid to directors, as such, for their
services, but by resolution of the Board of Directors a fixed sum and expenses
of attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board; provided, however, that


                                       4



nothing herein contained shall be construed to preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor.

Section 13. -- Contracts.

          (a) No contract or other transaction between this Corporation and any
other Corporation shall be impaired, affected or invalidated, nor shall any
director be liable in any way by reason of the fact that any one or more of the
directors of this Corporation is or are interested in, or is a director or
officer, or are directors or officers of such other Corporation, provided that
such facts are disclosed or made known to the Board of Directors.

          (b) Any director, personally and individually, may be interested in
any contract or transaction of this Corporation, and no director shall be liable
in any way by reason of such interest, provided that the fact of such interest
be disclosed or made known to the Board of Directors, and provided that the
Board of Directors shall authorize, approve or ratify such contract or
transaction by the vote (not counting the vote of any such director) of a
majority of a quorum, notwithstanding the presence of any such director at the
meeting at which such action is taken. Such director or directors may be counted
in determining the presence of a quorum at such meeting. This Section shall not
be construed to impair or invalidate or in any way affect any contract or other
transaction which would otherwise be valid under the law (common, statutory or
otherwise) applicable thereto.

Section 14. -- Committees;

          The Board of Directors, by resolution adopted by a majority of the
entire Board, may from time to time designate from among its members an
executive committee and such other committees, and alternate members thereof, as
they deem desirable, each consisting of three or more members, with such powers
and authority (to the extent permitted by law) as may be provided in such
resolution. Each such committee shall serve at[ the pleasure of the Board.

                              ARTICLE III. OFFICERS

                        SUNRISE HANDICAP TRANSPORT CORP.

Section 1 -- Number of Officers.

          (a) The officers of the Corporation shall consist of a President, a
Secretary, a Treasurer, and such other officers, including a Chairman of the
Board of Directors. and one or more Vice Presidents, as the Board of Directors
may from time to time deem advisable. Any officer other than the Chairman of the
Board of Directors may be, but is not required to be, a director of the
Corporation. Any officer may hold more than one office, except the same person
may not hold the office of President and Secretary.

Section 2. -- Election of Officers.

          Officers of the Corporation shall be elected at the first meeting of
the Board of Directors. Thereafter, and unless otherwise provided in the
Certificate of Incorporation, the officers of the Corporation shall be elected
annually by the Board of Directors at its meeting held


                                       5



immediately after the annual meeting of shareholders and shall hold office for
one year and until their successors have been duly elected and qualified.

Section 3. -- Removal of Officers.

          Any officer elected by the Board of Directors may be removed, with or
without cause, and a successor elected, by vote of the Board of Directors,
regularly convened at a regular or special meeting. Any officer elected by the
shareholders may be removed, with or without cause, and a successor elected, by
vote of the shareholders, regularly convened at an annual or special meeting.

Section 4. -- President.

          The President shall be the chief executive officer of the Corporation
and shall have general charge of the business, affairs and property thereof,
subject to direction of the Board of Directors, and shall have general
supervision over its officers and agents. He shall, if present, preside at all
meetings of the Board of Directors in the absence of a Chairman of the Board and
at all meetings of shareholders. He may do and perform all acts incident to the
office of President.

Section 5. -- Vice-President.

          In the absence of or inability of the President to act, the
Vice-President shall perform the duties and exercise the powers of the President
and shall perform such other functions as the Board of Directors may from time
to time prescribe.

Section 6. -- Secretary.

          The Secretary shall:

          (a) Keep the minutes of the meetings of the Board of Directors and of
the shareholders in appropriate books.

          (b) Give and serve all notice of all meetings of the Corporation.

          (c) Be custodian of the records and of the seal of the Corporation and
affix the latter to such instruments or documents as may be authorized by the
Board of Directors.

          (d) Keep the shareholder records in such a manner as to show at any
time the amount of shares, the manner and the time the same was paid for, the
names of the owners thereof alphabetically arranged and their respective places
of residence, or their Post Office addresses, the number of shares owned by each
of them and the time at which each person became owner, and keep such
shareholder records available daily during the usual business hours at the
office of the Corporation subject to the inspection of any person duly
authorized, as prescribed by law.

          (e) Do and perform all other duties incident to the office of
Secretary.


                                       6



Section 7. -- Treasurer.

          The Treasurer shall:

          (a) Have the care and custody of and be responsible for all of the
funds and securities of the Corporation and deposit of such funds in the name
and to the credit of the Corporation in such a bank and safe deposit vaults as
the Directors may designate.

          (b) Exhibit at all reasonable times his books and accounts to any
Director or shareholder of the Corporation upon application at the office of the
Corporation during business hours.

          (c) Render a statement of the condition of the finances of the
Corporation at each stated meeting of the Board of Directors if called upon to
do so, and a full report at the annual meeting of shareholders. He shall keep at
the office of the Corporation correct books of account of all of its business
and transactions and such books of account as the Board of Directors may
require. He shall do and perform all other duties incident to the office of
Treasurer.

Section 8. -- Duties of Officers May Be Delegated.

          In the case of the absence of any officer of the Corporation, or for
any reason the Board may deem sufficient, the Board may, except as otherwise
provided in these By-Laws, delegate the powers or duties of such officers to any
other officer or any Director for the time being, provided a majority of the
entire Board concur therein.

Section 9. -- Vacancies - How Filled.

          Should any vacancy in any office occur by death, resignation or
otherwise, the same shall be filled, without undue delay, by the Board of
Directors at its next regular meeting or at a special meeting called for that
purpose, except as otherwise provided in the Certificate of Incorporation.

Section 10. -- Compensation of Officers.

          The officers shall receive such salary or compensation as may be fixed
and determined by the Board of Directors, except as otherwise provided in the
certificate of Incorporation.

                  ARTICLE IV. CERTIFICATES REPRESENTING SHARES

                        SUNRISE HANDICAP TRANSPORT CORP.

Section 1. -- Issue of Certificates Representing Shares.

          The President shall cause to be issued to each shareholder one or more
certificates, under the seal of the Corporation, signed by the President (or
Vice-President) and the Treasurer (or Secretary) certifying the number of shares
owned by him in the Corporation.


                                       7



Section 2. -- Lost or Destroyed Certificates.

          The holder of any certificate representing shares of the Corporation
shall immediately notify the Corporation of any loss or destruction of the
certificate representing the same. The Corporation may issue a new certificate
in the place of any certificate theretofore issued by it, alleged to have been
lost or destroyed. On production of such evidence of loss or destruction as the
Board of Directors in its discretion may require, the Board of Directors may, in
its discretion, require the owner of the lost or destroyed certificate, or his
legal representatives, to give the Corporation a bond in such sum as the Board
may direct, and with such surety or sureties as may be satisfactory to the
Board, to indemnify the Corporation against any claims, loss, liability or
damage it may suffer on account of the issuance of the new certificate. A new
certificate may be issued without requiring any such evidence or bond when, in
the judgment of the Board of Directors, it is proper so to do.

Section 3. -- Transfers of Shares.

          (a) Transfers of shares of the Corporation shall be made on the shares
records of the Corporation only by the holder of record thereof, in person or by
his duly authorized attorney, upon surrender for cancellation of the certificate
or certificates representing such shares, with an assignment or power of
transfer endorsed thereon or delivered therewith, duly executed, with such proof
of the authenticity of the signature and of authority to transfer and of payment
of transfer taxes as the Corporation or its agents may require.

          (b) The Corporation shall be entitled to treat the holder of record of
any share or shares as the absolute owner thereof for all purposes and,
accordingly, shall not be bound to recognize any legal, equitable or other claim
to, or interest in, such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise expressly provided by law.

                                 ARTICLE V. SEAL

The seal of the Corporation shall be as follows:

                  ARTICLE VI. DIVIDENDS OR OTHER DISTRIBUTIONS

          The Corporation, by vote of the Board of Directors, may declare and
pay dividends or make other distributions in cash or its bonds or its property
on its outstanding shares to the extent as provided and permitted by law, unless
contrary to any restriction contained in the Certificate of Incorporation.

                       ARTICLE VII. NEGOTIABLE INSTRUMENTS

          All checks, notes or other negotiable instruments shall be signed on
behalf of this Corporation by such of the officers, agents and employees as the
Board of Directors may from time to time designate, except as otherwise provided
in the certificate of Incorporation.


                                       8



                            ARTICLE VIII. FISCAL YEAR

          The fiscal year of the Corporation shall be determined by resolution
of the Board of Directors.

                             ARTICLE IX. AMENDMENTS

Section 1. -- By Shareholders.

          All by-laws of the Corporation shall be subject to alteration or
repeal and new by-laws may be made, by a majority vote of the shareholders at
the time entitled to vote in the election of directors.

Section 2. -- By Directors;

          The Board of Directors shall have power to make, adopt, alter, amend
and repeal, from time to time, by-laws of the Corporation; provided, however,
that the shareholders entitled to vote with respect thereto as in this Article
IX above-provided may alter, amend or repeal by-laws made by the Board of
Directors, except that the Board of Directors shall have no power to change the
quorum for meetings of shareholders or of the Board of Directors, or to change
any provisions of the by-laws with respect to the removal of directors or the
filling of vacancies in the Board resulting from the removal by the
shareholders. If any by-law regulating an impending election of directors is
adopted, amended or repealed by the Board of Directors, there shall be set forth
in the notice of the next meeting of shareholders for the election of directors,
the by-law so adopted, amended or repealed, together with a concise statement of
the changes made.

                               ARTICLE X. OFFICES

          The offices of the Corporation shall be located in the City, County
and State designated in the Certificate of Incorporation. The Corporation may
also maintain offices at such other places within or without the United States
as the Board of Directors may, from time to time, determine.

          The undersigned Incorporator certifies that he has adopted the
foregoing by-laws as the first by-laws of the Corporation, in accordance with
the requirements of the Business Corporation Law.

Dated: MAY 11, 1981


                                        /s/ Joseph Randazzo
                                        ----------------------------------------
                                        Incorporator
                                        JOSEPH RANDAZZO


                                        9

EX-3.150

                                                                   Exhibit 3.150
                                  FORM B C A-47

       BEFORE ATTEMPTING TO EXECUTE THESE BLANKS BE SURE TO READ CAREFULLY
                      THE INSTRUCTIONS ON THE BACK THEREOF.

                   (THESE ARTICLES MUST BE FILED IN DUPLICATE)

STATE OF ILLINOIS,
                                    ss.
LAKE COUNTY

TO Alan J. Dixon, Secretary of State

THE UNDERSIGNED,



    Name       Number      Street       Address City   State
- -------------  ------  ---------------  ------------  --------
                                          
Tom E. Krause   127    Woodlawn Drive,  Mundelein,    Illinois
Nancy Krause    127    Woodlawn Drive,  Mundelein,    Illinois


being one or more natural  persons of the age of  twenty-one  years or more or a
corporation,  and having subscribed to shares of the corporation to be organized
pursuant  hereto,  for the purpose of forming a corporation  under "The Business
Corporation  Act" of the  State of  Illinois,  do  hereby  adopt  the  following
Articles of Incorporation:

                                   ARTICLE ONE

The name of the corporation hereby incorporated is:  TEK, Inc.

                                   ARTICLE TWO

The address of its initial  registered  office in the State of Illinois  is: 175
Peterson Road Street,  in the Village of  Libertyville  60048 County of Lake and
the name of its initial Registered Agent at said address is: Tom E. Krause

                                  ARTICLE THREE

The duration of the corporation is:  Perpetual

                                  ARTICLE FOUR

The purpose or purposes for which the corporation is organized are:



     The running of an ambulance  and rescue squad  business and all  activities
     relating   thereto   including   but  not  limited  to  the  emergency  and
     non-emergency  transportation  of  people  via  ambulance  or  other  motor
     vehicle. The corporation will not engage in the practice of medicine.

                                  ARTICLE FIVE

PARAGRAPH 1: The aggregate  number of shares which the corporation is authorized
to issue is 1,000,  divided into one (1) classes. The designation of each class,
the number of shares of each class,  and the par value, if any, of the shares of
each class,  or a statement  that the shares of any class are without par value,
are as follows:

           Series      Number of    Par value per share or statement that shares
Class      (If any)    Shares       are without par value

Common                 1,000        No Par Value

PARAGRAPH 2: The preferences, qualifications,  limitations, restrictions and the
special or relative rights in respect of the shares of each class are:

NONE

                                   ARTICLE SIX

     The class and  number of shares  which the  corporation  proposes  to issue
without  further  report  to the  Secretary  of  State,  and  the  consideration
(expressed in dollars) to be received by the corporation therefor, are:

                                                Total consideration to be
Class of shares         Number of shares        received therefor:

Common                  1,000                   $ 10, 000.00

                                  ARTICLE SEVEN

     The  corporation  will not  commence  business  until at least one thousand
dollars has been received as consideration for the issuance of shares.

                                  ARTICLE EIGHT

     The  number  of  directors  to be  elected  at  the  first  meeting  of the
shareholders is: two (2)

                                  ARTICLE NINE

PARAGRAPH 1: It is  estimated  that the value of all property to be owned by the
corporation for the following year wherever located will be $10,000

                                       2


PARAGRAPH 2: It is estimated that the value of the property to be located within
the State of Illinois during the following year will be $10,000

PARAGRAPH  3: It is estimated  that the gross  amount of business  which will be
transacted by the corporation during the following year will be $140,000

PARAGRAPH  4: It is estimated  that the gross  amount of business  which will be
transacted  at or from places of  business  in the State of Illinois  during the
following year will be $140,000

     NOTE: If all the property of the corporation is to be located in this State
and all of its  business  is to be  transacted  at or from places of business in
this State, or if the  incorporators  elect to pay the initial  franchise tax on
the basis of its entire stated capital and paid-in surplus, then the information
called for in Article Nine need not be stated.

/s/ Tom E. Krause
- --------------------------
Tom E. Krause

/s/ Nancy M. Krause
- --------------------------
Nancy M. Krause

Incorporators Signatures

     NOTE: There may be one or more  incorporators.  Each incorporator  shall be
either a  corporation,  domestic or foreign,  or a natural  person of the age of
twenty-one years or more. If a corporation acts as incorporator, the name of the
corporation and state of incorporation  shall be shown and the execution must be
by its President or  Vice-President  and verified by him, and the corporate seal
shall be affixed and attested by its Secretary or an Assistant Secretary.

                             OATH AND ACKNOWLEDGMENT

STATE OF ILLINOIS
                        ss.
Lake County

I, Jayne J. Harlow,  A Notary Public,  do hereby certify that on the 23rd day of
March 1977 Tom E. Krause and Nancy M. Krause  personally  appeared before me and
being first duly sworn by me acknowledged the signing of the foregoing  document
in the respective  capacities therein set forth and declared that the statements
therein contained are true.

IN WITNESS WHEREOF,  I have hereunto set my hand and seal the day and year above
written.

                                         /s/ Jayne J. Harlow
                                         ---------------------------------------
                                         Notary Public

                                       3


BCA 1.15 (Rev. Jan. 1986)

Submit in Duplicate

Remit payment in Check or Money Order, payable to "Secretary of State".

DO NOT SEND CASH!

                                    JIM EDGAR
                               SECRETARY OF STATE
                                STATE OF ILLINOIS

                             STATEMENT OF CORRECTION

Pursuant  to the  provisions  of "The  Business  Corporation  Act of 1983",  the
undersigned corporation hereby submits the following Statement of Correction.

1.   The name of the corporation is TEK, Inc.

2.   The State or Country of incorporation is Illinois

3.   The title of the instrument to be corrected is Articles of Incorporation

4.   The instrument to be corrected was filed by the Secretary of State on March
     25, 1977.

5.   It  was  inaccurate,  erroneous  or  defective  in  the  following:  If not
     sufficient space to cover this point, add one or more sheets of this size.

     The  consideration  to be received  for the initial  issuance of shares was
     misstated.

6.   The corrected portion(s) of the above instrument, in corrected form, are as
     follows:  If not sufficient  space to cover this point, use reverse side or
     add one or more sheets of this size.

     Article 6:

                                                 Total consideration
Class of shares         Number of shares         received
- ---------------         --------------------------------------------

Common                        1,000                     1,000

     The  undersigned  corporation has caused this statement to be signed by its
duly authorized officers,  each of whom affirm, under penalties of perjury, that
the facts stated herein are true.

Dated  April 21, 1987                                 TEK, INC.
                                                 ------------------------------

                                       4


                                                 (Exact Name of Corporation)
attested by /s/ Nancy M. Krause                  by /s/ Tom E. Krause
            --------------------------           -------------------------------
(Signature of Secretary or Assistant             (Signature of President or Vice
 Secretary)                                      President)
Nancy M. Krause/Secretary                        Tom E. Krause/President
(Type or Print Name and Title)                   (Type or Print Name and Title)

                                       5


File #
Form BCA-5.10
NFP-105.10
(Rev. Jan. 1995)

George H. Ryan
Secretary of State
Department of Business Services
Springfield, IL  62756
Telephone (217) 782-3647

STATEMENT OF
CHANGE
OF REGISTERED AGENT
AND/OR REGISTERED
OFFICE

1.   CORPORATE NAME: TEK, INC.

2.   STATE OR COUNTRY OF INCORPORATION: ILLINOIS

3.   Name and  address of the  registered  agent and  registered  office as they
appear on the records of the office of the Secretary of State (before change):

Registered Agent    Tom E. Krause
                    -----------------------------------------------------
                    First Name       Middle Name            Last Name

Registered Office   4801 Prime Parakway
                    -----------------------------------------------------
                    Number  Street Suite No.(A P.O. Box alone is not acceptable)

                    McHenry 60051-1660    McHenry
                    City    Zip Code      County

4.   Name and address of the  registered  agent and  registered  office shall be
(after all changes herein reported):

Registered Agent    C T Corporation system
                    First Name       Middle Name            Last Name

Registered Office   208 S. LaSalle Street
                    Number   Street  Suite No. (A P.O. Box alone is not
                                     acceptable)

                    Chicago  60604      Cook
                    City     Zip Code   County

                                       6


(ILL. - 581 - 12/27/94)

5.   The address of the registered office and the address of the business office
of the registered agent, as changed, will be identical.

6.   The above change was authorized by: ("X" one box only)

     a.  [ ]  By resolution duly adopted by the board of directors.    (Note 5)

     b.  [ ]  By action of the registered agent.                       (Note 6)

NOTE:  When the registered  agent changes,  the signatures of both president and
secretary are required.

7.   (If  authorized  by the  board of  directors,  sign  here.  See Note 5) The
undersigned  corporation  has  caused  this  statement  to be signed by its duly
authorized officers,  each of whom affirms, under penalties of perjury, that the
facts stated herein are true.

Dated    November 30, 1995                        TEK, INK
                                           -------------------------------------
                                           (Exact Name of Corporation)

attested by /s/ Robert H. Byrne            by /s/ Robert E. Janett
            ----------------------------   -------------------------------------
           (Signature of Secretary)        (Signature of Vice President)
           Robert H. Byrne - Secretary     Robert E. Janett - Vice-President
           (Type or Print Name and Title)  (Type or Print Name and Title)

(If change of registered  office by registered agent, sign here. See Note 6) The
undersigned,  under  penalties of perjury,  affirms that the facts stated herein
are true.

Dated 12/8/95  19__                    /s/ Ann Marie Cummins
                                       -----------------------------------------
                                       (Signature of Registered Agent of Record)
                                       ANN MARIE CUMMINS
                                       ASSISTANT SECRETARY

NOTES

1.   The registered office may, but need not be the same as the principal office
of the corporation. However, the registered office and the office address of the
registered agent must be the same.

2.   The registered office must include a street or road address;  a post office
box number alone is not acceptable.

3.   A corporation cannot act as its own registered agent.

4.   If the  registered  office is changed from one county to another,  then the
corporation  must file with the  recorder of deeds of the new county a certified
copy of the articles of  incorporation  and a certified copy of the statement of
change of registered office. Such certified copies may be obtained ONLY from the
Secretary of State.

                                       7


5.   Any change of registered  agent must be by resolution  adopted by the board
of  directors.  This  statement  must  then  be  signed  by  the  president  (or
vice-president) and by the secretary (or an assistant secretary).

6.   The registered  agent may report a change of the  registered  office of the
corporation for which he or she is registered agent. When the agent reports such
a change, this statement must be signed by the registered agent.

                                       8

EX-3.151

                                                                   Exhibit 3.151

                                     BY-LAWS

                                       OF

                                    ARTICLE I

                                     OFFICES

     The corporation shall continuously maintain in the State of Illinois a
registered office and a registered agent whose office is identical with such
registered office, and may have other offices within or without the state.

                                   ARTICLE II

                                  SHAREHOLDERS

     SECTION 1. ANNUAL MEETING. An annual meeting of the shareholders shall be
held on the in of each year for the purpose of electing directors and for the
transaction of such other business as may come before the meeting. If the day
fixed for the annual meeting shall be a legal holiday, such meeting shall be
held on the next succeeding business day.

     SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be
called either by the president, by the board of directors or by the holders of
not less than one-fifth of all the outstanding shares of the corporation, for
the purpose or purposes stated in the call of the meeting.

     SECTION 3. PLACE OF MEETING. The board of directors may designate any
place, as the place of meeting for any annual meeting or for any special meeting
called by the board of directors. If no designation is made, or if a special
meeting be otherwise called, the place of meeting shall be at

     SECTION 4. NOTICE OF MEETINGS. Written notice stating the place, date, and
hour of the meeting, and in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
nor more than forty days before the date of the meeting, or in the case of a
merger or consolidation not less than twenty nor more than forty days before the
meeting, either personally or by mail, by or at the direction of the president,
or the secretary, or the officer or persons calling the meeting, to each
shareholder of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail,
addressed to the shareholder at his address as it appears on the records



of the corporation, with postage thereon prepaid. When a meeting is adjourned to
another time or place, notice need not be given of the adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment is
taken.

     SECTION 5. FIXING OF RECORD DATE. For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or to receive payment of any dividend, or other distribution
or allotment of any rights, or to exercise any rights in respect of any change,
conversion or exchange of shares or for the purpose of any other lawful action,
the board of directors of the corporation may fix in advance a record date which
shall not be more than forty days and, for a meeting of shareholders, not less
than ten days, or in the case of a merger or consolidation not less than twenty
days, before the date of such meeting. If no record date is fixed, the record
date for the determination of shareholders entitled to notice of or to vote at a
meeting of shareholders shall be the date on which notice of the meeting is
mailed, and the record date for the determination of shareholders for any other
purpose shall be the date on which the board of directors adopts the resolution
relating thereto. A determination of shareholders of record entitled to notice
of or to vote at a meeting of shareholders shall apply to any adjournment of the
meeting.

     SECTION 6. VOTING LISTS. The officer or agent having charge of the transfer
books for shares of the corporation shall make, at least ten days before each
meeting of shareholders, a complete list of the shareholders entitled to vote at
such meeting, arranged in alphabetical order, showing the address of and the
number of shares registered in the name of the shareholder, which list, for a
period of ten days prior to such meeting, shall be kept on file at the
registered office of the corporation and shall be open to inspection by any
shareholder for any purpose germane to the meeting, at any time during usual
business hours. Such list shall also be produced and kept open at the time and
place of the meeting and may be inspected by any shareholder during the whole
time of the meeting. The original share ledger or transfer book, or a duplicate
thereof kept in this State, shall be prima facie evidence as to who are the
shareholders entitled to examine such list or share ledger or transfer book or
to vote at any meeting of shareholders.

     SECTION 7. QUORUM. The holders of a majority of the outstanding shares of
the corporation, present in person or represented by proxy, shall constitute a
quorum at any meeting of shareholders; provided that if less than a majority of
the outstanding shares are represented at said meeting, a majority of the shares
so represented may adjourn the meeting at any time without further notice. If a
quorum is present, the affirmative vote of the majority of the shares
represented at the meeting shall be the act of the shareholders, unless the vote
of a greater number or voting by classes is required by The Business Corporation
Act, the articles of incorporation or these by-laws. At any adjourned meeting at
which a quorum shall be present, any business may be transacted which might have
been transacted at the original meeting. Withdrawal of shareholders from any
meeting shall not cause failure of a duly constituted quorum at that meeting.

     SECTION 8. PROXIES. Each shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent to corporate action in writing
without a meeting


                                       2



may authorize another person or persons to act for him by proxy, but no such
proxy shall be valid after eleven months from the date of its execution, unless
otherwise provided in the proxy.

     SECTION 9. VOTING OF SHARES.Each outstanding share, regardless of class,
shall be entitled to one vote upon each matter submitted to vote at a meeting of
shareholders.

     SECTION 10. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of another corporation, domestic or foreign, may be voted by such officer,
agent, or proxy as the by-laws of such corporation may prescribe, or, in the
absence of such provision, as the board of directors of such corporation may
determine.

     Shares standing in the name of a deceased person, a minor ward or an
incompetent person, may be voted by his administrator, executor, court appointed
guardian, or conservator, either in person or by proxy without a transfer of
such shares into the name of such administrator, executor, court appointed
guardian, or conservator. Shares standing in the name of a trustee may be voted
by him, either in person or by proxy.

     Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority so to do be
contained in an appropriate order of the court by which such receiver was
appointed.

     A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

     Any number of shareholders may create a voting trust for the purpose of
conferring upon a trustee or trustees the right to vote or otherwise represent
their share, for a period not to exceed ten years, by entering into a written
voting trust agreement specifying the terms and conditions of the voting trust,
and by transferring their shares to such trustee or trustees for the purpose of
the agreement. Any such trust agreement shall not become effective until a
counterpart of the agreement is deposited with the corporation at its registered
office. The counterpart of the voting trust agreement so deposited with the
corporation shall be subject to the same right of examination by a shareholder
of the corporation, in person or by agent or attorney, as are the books and
records of the corporation, and shall be subject to examination by any holder of
a beneficial interest in the voting trust, either in person or by agent or
attorney, at any reasonable time for any proper purpose.

     Shares of its own stock belonging to this corporation shall not be voted,
directly or indirectly, at any meeting and shall not be counted in determining
the total number of outstanding shares at any given time, but shares of its own
stock held by it in a fiduciary capacity may be voted and shall be counted in
determining the total number of outstanding shares at any given time.

     SECTION 11. CUMULATIVE VOTING. In all elections for directors, every
shareholder shall have the right to vote, in person or by proxy, the number of
shares owned by


                                       3



him, for as many persons as there are directors to be elected, or to cumulate
said shares, and give one candidate as many votes as the number of directors
multiplied by the number of his shares shall equal, or to distribute them on the
same principle among as many candidates as he shall see fit.

     SECTION 12. INSPECTORS. At any meeting of shareholders, the presiding
officer may, or upon the request of any shareholder shall appoint one or more
persons as inspectors for such meeting.

     Such inspectors shall ascertain and report the number of shares represented
at the meeting, based upon their determination of the validity and effect of
proxies; count all votes and report the results; and do such other acts as are
proper to conduct the election and voting with impartiality and fairness to all
the shareholders.

     Each report of an inspector shall be in writing and signed by him or by a
majority of them if there be more than one inspector acting at such meeting. If
there is more than one inspector, the report of a majority shall be the report
of the inspectors. The report of the inspector or inspectors on the number of
shares represented at the meeting and the results of the voting shall be prima
facie evidence thereof.

     SECTION 13. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.

     SECTION 14. VOTING BY BALLOT. Voting on any question or in any election may
be by voice unless the presiding officer shall order or any shareholder shall
demand that voting be by ballot.

                                   ARTICLE III

                                    DIRECTORS

     SECTION 1. GENERAL POWERS. The business of the corporation shall be managed
by its board of directors.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of
the corporation shall be. Each director shall hold office until the next annual
meeting of shareholders or until his successor shall have been elected and
qualified. Directors need not be residents of Illinois or shareholders of the
corporation. The number of directors may be increased or decreased from time to
time by the amendment of this section; but no decrease shall have the effect of
shortening the term of any incumbent director.

     SECTION 3. REGULAR MEETINGS. A regular meeting of the board of directors
shall be held without other notice than this by-law, immediately after the
annual meeting of


                                       4



shareholders. The board of directors may provide, by resolution, the time and
place for the holding of additional regular meetings without other notice than
such resolution.

     SECTION 4. SPECIAL MEETINGS. Special meetings of the board of directors may
be called by or at the request of the president or any two directors. The person
or persons authorized to call special meetings of the board of directors may fix
any place as the place for holding any special meeting of the board of directors
called by them.

     SECTION 5. NOTICE. Notice of any special meeting shall be given at least
days previous thereto by written notice to each director at his business
address. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail so addressed, with postage thereon prepaid. If notice
be given by telegram, such notice shall be deemed to be delivered when the
telegram is delivered to the telegram company. The attendance of a director at
any meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the board of directors need be specified in the
notice or waiver of notice of such meeting.

     SECTION 6. QUORUM. A majority of the number of directors fixed by these
by-laws shall constitute a quorum for transaction of business at any meeting of
the board of directors, provided that if less than a majority of such number of
directors are present at said meeting, a majority of the directors present may
adjourn the meeting at any time without further notice.

     SECTION 7. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors, unless the act of a greater number is required by statute, these
by-laws, or the articles of incorporation.

     SECTION 8. VACANCIES. Any vacancy occurring in the board of directors and
any directorship to be filled by reason of an increase in the number of
directors, may be filled by election at an annual meeting or at a special
meeting of shareholders called for that purpose.

     SECTION 9. ACTION WITHOUT A MEETING. Unless specifically prohibited by the
articles of incorporation or by-laws, any action required to be taken at a
meeting of the board of directors, or any other action which may be taken at a
meeting of the board of directors, or of any committee thereof may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all the directors entitled to vote with respect to the
subject matter thereof, or by all the members of such committee, as the case may
be. Any such consent signed by all the directors or all the members of the
committee shall have the same effect as a unanimous vote, and may be stated as
such in any document filed with the Secretary of State or with anyone else.

     SECTION 10. COMPENSATION. The board of directors, by the affirmative vote
of a majority of directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services


                                       5



to the corporation as directors, officers, or otherwise. By resolution of the
board of directors the directors may be paid their expenses, if any, of
attendance at each meeting of the board. No such payment previously mentioned in
this section shall preclude any director from serving the corporation in any
other capacity and receiving compensation therefor.

     SECTION 11. PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the board of directors at which action on any corporate
matter is taken shall be conclusively presumed to have assented to the action
taken unless his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such action with the person acting
as the secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered mail to the secretary of the corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.

     SECTION 12. EXECUTIVE COMMITTEE. The board of directors, by resolution
adopted by a majority of the number of directors fixed by the by-laws or
otherwise, may designate two or more directors to constitute an executive
committee, which committee, to the extent provided in such resolution, shall
have and exercise all of the authority of the board of directors in the
management of the corporation, except as otherwise required by law. Vacancies in
the membership of the committee shall be filled by the board of directors at a
regular or special meeting of the board of directors. The executive committee
shall keep regular minutes of its proceedings and report the same to the board
when required.

                                   ARTICLE IV

                                    OFFICERS

     SECTION 1. NUMBER. The officers of the corporation shall be a president,
one or more vice-presidents (the number thereof to be determined by the board of
directors), a treasurer, a secretary, and such assistant treasurers, assistant
secretaries or other officers as may be elected by the board of directors. Any
two or more offices may be held by the same person, except the offices of
president and secretary.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation
shall be elected annually by the board of directors at the first meeting of the
board of directors held after each annual meeting of shareholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as conveniently may be. Vacancies may be filled or new
offices created and filled at any meeting of the board of directors. Each
officer shall hold office until his successor shall have been duly elected and
shall have qualified or until his death or until he shall resign or shall have
been removed in the manner hereinafter provided. Election of an officer shall
not of itself create contract rights.

     SECTION 3. REMOVAL. Any officer elected or appointed by the board of
directors may be removed by the board of directors whenever in its judgment the
best interests of the corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.


                                       6



     SECTION 4. PRESIDENT. The president shall be the principal executive
officer of the corporation. Subject to the direction and control of the board of
directors, he shall be in charge of the business of the corporation; he shall
see that the resolutions and directions of the board of directors are carried
into effect except in those instances in which that responsibility is
specifically assigned to some other person by the board of directors; and, in
general, he shall discharge all duties incident to the office of president and
such other duties as may be prescribed by the board of directors from time to
time. He shall preside at all meetings of the shareholders and of the board of
directors. Except in those instances in which the authority to execute is
expressly delegated to another officer or agent of the corporation or a
different mode of execution is expressly prescribed by the board of directors or
these by-laws, he may execute for the corporation certificates for its shares,
and any contracts, deeds, mortgages, bonds, or other instruments which the board
of directors has authorized to be executed, and he may accomplish such execution
either under or without the seal of the corporation and either individually or
with the secretary, any assistant secretary, or any other officer thereunto
authorized by the board of directors, according to the requirements of the form
of the instrument. He may vote all securities which the corporation is entitled
to vote except as and to the extent such authority shall be vested in a
different officer or agent of the corporation by the board of directors.

     SECTION 5. THE VICE-PRESIDENTS. The vice-president (or in the event there
be more than one vice-president, each of the vice-presidents) shall assist the
president in the discharge of his duties as the president may direct and shall
perform such other duties as from time to time may be assigned to him by the
president or by the board of directors. In the absence of the president or in
the event of his inability or refusal to act, the vice-president (or in the
event there be more than one vice-president, the vice-presidents in the order
designated by the board of directors, or by the president if the board of
directors has not made such a designation, or in the absence of any designation,
then in the order of seniority of tenure as vice-president) shall perform the
duties of the president, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the president. Except in those instances in
which the authority to execute is expressly delegated to another officer or
agent of the corporation or a different mode of execution is expressly
prescribed by the board of directors or these by-laws, the vice-president (or
each of them if there are more than one) may execute for the corporation
certificates for its shares and any contracts, deeds, mortgages, bonds or other
instruments which the board of directors has authorized to be executed, and he
may accomplish such execution either under or without the seal of the
corporation and either individually or with the secretary, any assistant
secretary, or any other officer thereunto authorized by the board of directors,
according to the requirements of the form of the instrument.

     SECTION 6. THE TREASURER. The treasurer shall be the principal accounting
and financial officer of the corporation. He shall: (a) have charge of and be
responsible for the maintenance of adequate books of account for the
corporation; (b) have charge and custody of all funds and securities of the
corporation, and be responsible therefor and for the receipt and disbursement
thereof; and (c) perform all the duties incident to the office of treasurer and
such other duties as from time to time may be assigned to him by the president
or by the board of directors. If required by the board of directors, the
treasurer shall give a bond for the faithful


                                       7



discharge of his duties in such sum and with such surety or sureties as the
board of directors may determine.

     SECTION 7. THE SECRETARY. The secretary shall: (a) record the minutes of
the shareholders' and of the board of directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these by-laws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation; (d) keep a register of
the post-office address of each shareholder which shall be furnished to the
secretary by such shareholder; (e) sign with the president, or a vice-president,
or any other officer thereunto authorized by the board of directors,
certificates for shares of the corporation, the issue of which shall have been
authorized by the board of directors, and any contracts, deeds, mortgages,
bonds, or other instruments which the board of directors has authorized to be
executed, according to the requirements of the form of the instrument, except
when a different mode of execution is expressly prescribed by the board of
directors or these by-laws; (f) have general charge of the stock transfer books
of the corporation; (g) perform all duties incident to the office of secretary
and such other duties as from time to time may be assigned to him by the
president or by the board of directors.

     SECTION 8. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The assistant
treasurers and assistant secretaries shall perform such duties as shall be
assigned to them by the treasurer or the secretary, respectively, or by the
president or the board of directors. The assistant secretaries may sign with the
president, or a vice-president, or any other officer thereunto authorized by the
board of directors, certificates for shares of the corporation, the issue of
which shall have been authorized by the board of directors, and any contracts,
deeds, mortgages, bonds, or other instruments which the board of directors has
authorized to be executed, according to the requirements of the form of the
instrument, except when a different mode of execution is expressly prescribed by
the board of directors or these by-laws. The assistant treasurers shall
respectively, if required by the board of directors, give bonds for the faithful
discharge of their duties in such sums and with such sureties as the board of
directors shall determine.

     SECTION 9. SALARIES. The salaries of the officers shall be fixed from time
to time by the board of directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
corporation.

                                    ARTICLE V

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The board of directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.


                                       8



     SECTION 2. LOANS. No loans shall be contracted on behalf of the corporation
and no evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the board of directors. Such authority may be general or
confined to specific instances.

     SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents of
the corporation and in such manner as shall from time to time be determined by
resolution of the board of directors.

     SECTION 4. DEPOSITS. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositaries as the board of directors may
select.

                                   ARTICLE VI

                           CERTIFICATES FOR SHARES AND
                                 THEIR TRANSFER

     SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of the
corporation shall be signed by the president or a vice-president or by such
officer as shall be designated by resolution of the board of directors and by
the secretary or an assistant secretary, and shall be sealed with the seal or a
facsimile of the seal of the corporation. If both of the signatures of the
officers be by facsimile, the certificate shall be manually signed by or on
behalf of a duly authorized transfer agent or clerk. Each certificate
representing shares shall be consecutively numbered or otherwise identified, and
shall also state the name of the person to whom issued, the number and class of
shares (with designation of series, if any), the date of issue, that the
corporation is organized under Illinois law, and the par value or a statement
that the shares are without par value. If the corporation is authorized and does
issue shares of more than one class or of series within a class, the certificate
shall also contain such information or statement as may be required by law.

     The name and address of each shareholder, the number and class of shares
held and the date on which the certificates for the shares were issued shall be
entered on the books of the corporation. The person in whose name shares stand
on the books of the corporation shall be deemed the owner thereof for all
purposes as regards the corporation.

     SECTION 2. LOST CERTIFICATES. If a certificate representing shares has
allegedly been lost or destroyed the board of directors may in its discretion,
except as may be required by law, direct that a new certificate be issued upon
such indemnification and other reasonable requirements as it may impose.

     SECTION 3. TRANSFERS OF SHARES. Transfers of shares of the corporation
shall be recorded on the books of the corporation and, except in the case of a
lost or destroyed certificate, on surrender for cancellation of the certificate
for such shares. A certificate presented for transfer must be duly endorsed and
accompanied by proper guaranty of signature and other appropriate assurances
that the endorsement is effective.


                                       9



                                   ARTICLE VII

                                   FISCAL YEAR

     The fiscal year of the corporation shall be fixed by resolution of the
board of directors.

                                  ARTICLE VIII

                                    DIVIDENDS

     The board of directors may from time to time declare, and the corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and its articles of incorporation.

                                   ARTICLE IX

                                      SEAL

     The corporate seal shall have inscribed thereon the name of the corporation
and the words "Corporate Seal, Illinois". The seal may be used by causing it or
a facsimile thereof to be impressed or affixed or in any manner reproduced.

                                    ARTICLE X

                                WAIVER OF NOTICE

     Whenever any notice is required to be given under the provisions of these
by-laws or under the provisions of the articles of incorporation or under the
provisions of The Business Corporation Act of the State of Illinois, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.

                                   ARTICLE XI

                                   AMENDMENTS

     The power to make, alter, amend, or repeal the by-laws of the corporation
shall be vested in the board of directors, unless reserved to the shareholders
by the articles of incorporation. The by-laws may contain any provisions for the
regulation and management of the affairs of the corporation not inconsistent
with law or the articles of incorporation.


                                       10



                     SUGGESTION FOR INDEMNIFICATION - BY-LAW

                          INDEMNIFICATION OF OFFICERS,
                         DIRECTORS, EMPLOYEES AND AGENTS

     SECTION 1. The corporation shall have power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment or settlement, conviction or upon a plea
of nolo contendere or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interest of the corporation, and
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.

     SECTION 2. The corporation shall have power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving. at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the corporation unless and only to the extent that the court in
which such action or suit was brought shall determine upon application that
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.

     The chairman called for the nomination of officers. Thereupon the following
persons were nominated for officers of the corporation, to serve for the term
provided in the by-laws:

     President
     Vice-President
     Secretary
     Treasurer


                                       11



     No further nominations being made the nominations were closed and the
directors proceeded to vote on the nominees. All of the directors present at the
meeting having voted and the vote having been counted, the chairman announced
the aforesaid nominees had been duly elected to the offices set before their
respective names, by the affirmative vote of all directors of the corporation
present at the meeting, to serve for the term provided in the by-laws.

     The secretary of the meeting then presented a corporate seal conforming to
the provisions of the by-laws, said seal making the following impression:

     Thereupon, on motion duly made and seconded, the following resolution was
unanimously adopted:

          RESOLVED that the seal presented to this meeting be and it hereby is
     adopted as the seal of this corporation.

     The secretary then presented to the meeting a form of certificate
representing shares of the corporation.

     Thereupon, on motion duly made and seconded, the following resolution was
unanimously adopted:

          RESOLVED that the certificates to represent the shares of this
     corporation shall be in the form of the specimen certificate presented to
     this meeting, and said specimen certificate shall be inserted in the minute
     book of this corporation immediately following the minutes of this meeting.

     The chairman then stated to the meeting that prior to the filing of the
articles of incorporation in the office of the Secretary of State, subscriptions
to the shares of the corporation had been executed as follows:



                   Number      Amount
Name   Address   of Shares   Subscribed
- ----   -------   ---------   ----------
                    



     The chairman stated further that he was advised that under the laws of the
State of Illinois, the filing of the articles of incorporation by the Secretary
of State constituted acceptance by the corporation of all existing subscriptions
to its shares, and that it was in order for the board of directors to determine
the time and manner of payment of such subscription:

     Thereupon, on motion duly made and seconded, the following resolutions were
unanimously adopted:


                                       12



          RESOLVED that the subscribers to shares of this corporation be and
     they are hereby requested to make full payment forthwith to the treasurer
     of the corporation for their shares.

          FURTHER RESOLVED that the treasurer be and he is hereby directed to
     give notice of this action of the board of directors to all subscribers.

          FURTHER RESOLVED that the shares subscribed for shall be issued for
     the consideration stated in the subscription agreement, and that when and
     as any subscriber shall make full payment to the treasurer of this
     corporation for the shares subscribed by him in accordance with the
     subscription agreement heretofore accepted, the shares of said subscriber
     shall be deemed full paid and nonassessable.

          FURTHER RESOLVED that, when and as any subscriber shall make full
     payment for his shares to the treasurer of this corporation, the proper
     officers of this corporation, as provided in the by-laws, shall execute and
     deliver to said subscriber a certificate or certificates representing said
     shares.

     Thereupon, on motion duly made and seconded, the following resolution was
unanimously adopted:

          RESOLVED that the officers of this corporation be and they are hereby
     authorized and directed to pay all organization expenses of this
     corporation out of the funds of this corporation.

     There being no further or other business to come before the meeting, on
motion duly made, seconded and carried, the meeting adjourned.


                                        ----------------------------------------
                                        Secretary of the Meeting

APPROVED:

- -------------------------------------

- -------------------------------------

- -------------------------------------

- -------------------------------------

- -------------------------------------

- -------------------------------------


                                       13

EX-3.152

                                                                   Exhibit 3.152

                              ARTICLES OF AMENDMENT

                                       OF

                        TIDEWATER AMBULANCE SERVICE, INC.

      The undersigned corporation, pursuant to Title 13.1, Chapter 9, Article l
1 of the Code of Virginia, hereby executes the following articles of amendment
and sets forth:

      FIRST: The name of the corporation (the "Corporation") is Tidewater
Ambulance Service, Inc.

      SECOND: The Corporation's Articles of Incorporation are hereby amended to
change the purpose of the Corporation, and from and after the date of acceptance
of these Articles of Amendment by the Commonwealth of Virginia State Corporation
Commission, paragraph 2 of the Articles of Incorporation is hereby deleted in
its entirety and in lieu thereof the following is substituted:

            "2. The purpose for which this corporation is organized is to carry
      on any and all business activities permitted by law."

      THIRD: The foregoing amendment was adopted on May 28 2003.

      FOURTH: The foregoing amendment was adopted by the unanimous consent of
the shareholders of the Corporation.

      The undersigned Vice President of the Corporation, who is authorized to
act for and on behalf of the Corporation, declares that the facts herein stated
are true as of May 28 2003.

TIDEWATER AMBULANCE SERVICE, INC.

By: /s/ Lori Evans
    --------------------------
    Lori Evans, Vice President



                               ARTICLES OF MERGER

                                     MERGING

                        MERCY AMBULANCE OF RICHMOND, INC.
                            (A VIRGINIA CORPORATION)

                                      INTO

                        TIDEWATER AMBULANCE SERVICE, INC,
                            (A VIRGINIA CORPORATION)

      Pursuant to the provisions of Section 13.1-720 of the Virginia Stock
Corporation Act, Tidewater Ambulance Service, Inc. ("Tidewater Ambulance"), as
the surviving corporation, hereby adopts the following Articles of Merger:

                                       I.

      The Plan of Merger (the "Plan") pursuant to which Mercy Ambulance of
Richmond, Inc. ("Mercy Ambulance"), a Virginia corporation, will merge into
Tidewater Ambulance (the "Merger"), is attached hereto as Exhibit A.

                                       II.

The Plan was duly approved and adopted as of December 18, 1997, by the sole
shareholder of Mercy Ambulance by written consent and as of December 18, 1997,
by the sole shareholder of Tidewater Ambulance by written consent.

                                       III

      The Certificate of Merger issued by the State Corporation Commission of
Virginia in connection with the Merger shall become effective as of 12:01 A.M.
on January 1, 1998.

      The undersigned declares that the facts herein stated are true as of
December 18, 1997.

                                      MERCY AMBULANCE OF RICHMOND, INC.

                                               By: /s/ Thomas C. Nelson
                                                   -----------------------------
                                                    Name: Thomas C. Nelson
                                                    Title: President

                                      TIDEWATER AMBULANCE SERVICE, INC.

                                               By: /s/ Thomas C. Nelson
                                                   -----------------------------
                                                    Name: Thomas C. Nelson
                                                    Title: President

                                        2


                                 PLAN OF MERGER

      THIS PLAN OF MERGER is made and entered into as of this 18 day of December
1997, by and between Mercy Ambulance of Richmond, Inc., a Virginia corporation
("Mercy Ambulance") and Tidewater Ambulance Service, Inc., a Virginia
corporation ("Tidewater Ambulance").

      The sole shareholder of each of Mercy Ambulance and Tidewater Ambulance
adopted by written consent the merger of Mercy Ambulance with and into Tidewater
Ambulance by a statutory merger upon the terms and conditions set forth herein
(the "Merger").

      NOW THEREFORE, Mercy Ambulance and Tidewater Ambulance agree as follows:

            1. Merger. The Merger (as defined above) shall take effect in
      accordance with Chapter 12 of the Virginia Stock Corporation Act (the
      "VSCA") as of the date specified in the Certificate of Merger issued by
      the Virginia State Corporation Commission unless a later date is specified
      in the Articles of Merger filed pursuant to the VSCA (the "Effective
      Date"): Tidewater Ambulance shall be and shall continue in existence as
      the surviving corporation (the "Surviving Corporation") and the separate
      corporate existence of Mercy Ambulance shall cease.

            2. Effect of Merger on Outstanding Shares.

                  (a) On the Effective Date, each issued and outstanding share
            of Mercy Ambulance common stock, no par value, and each right to
            acquire any such share shall be canceled and retired without payment
            of any consideration therefor and shall cease to exist.

                  (b) The issued and outstanding shares of common stock, $1.00
            par value, of the Surviving Corporation shall remain outstanding
            after the Merger and shall not be affected in any way by the Merger.

            3. Articles of Incorporation and Bylaws. The Articles of
      Incorporation and Bylaws of Tidewater Ambulance in effect on the Effective
      Date shall continue to be (until amended or repealed as provided for by
      applicable law) the Articles of Incorporation and Bylaws of the Surviving
      Corporation at and after the Effective Date.

            4. Termination or Abandonment. This Plan of Merger may be terminated
      and the Merger abandoned at any time prior to the Effective Date by either
      Mercy Ambulance or Tidewater Ambulance by action of its Board of
      Directors.

                                        3


            5. Miscellaneous Provisions.

                  (a) This Plan of Merger shall be governed by the laws of the
            Commonwealth of Virginia.

                  (b) This Plan of Merger may be executed in any number of
            counterparts and each counterpart shall be deemed to be an original,
            but all of such counterparts together shall constitute one and the
            same plan.

      IN WITNESS WHEREOF, Mercy Ambulance and Tidewater Ambulance have caused
this Plan of Merger to be duly executed as of the day and year first written
above.

                                           MERCY AMBULANCE OF RICHMOND, INC.

                                                By: /s/  Thomas C. Nelson
                                                    ---------------------------
                                                    Name: Thomas C. Nelson
                                                    Title: President

                                           TIDEWATER AMBULANCE SERVICE, INC.

                                               By: /s/  Thomas C. Nelson
                                                   -----------------------------
                                                   Name: Thomas C. Nelson
                                                   Title: President

                                        4


                            ARTICLES OF AMENDMENT FOR

                        TIDEWATER AMBULANCE SERVICE, INC.

      A. The name of the corporation is Tidewater Ambulance Service, Inc.

      B. The authority of the corporation to issue stock shall be changed from
50,000 shares of common stock with a par value of $1.00 per share to 5,000
shares of common stock with a par value of $1.00 per share.

      C. The Board of Directors met on November 1, 1985 and found that the
amendment was in the best interest of the corporation, and directed that a
question be submitted to a vote of a meeting of the stockholders. Notice was
given to all stockholders on November 1, 1985, and all stockholders waived
notice of said meeting. November 1, 1985 was the date of the stockholders'
meeting. A copy of the proposed amendment was given to all stockholders. All
stockholders waived notice of the meeting and the amendment was adopted on
November 1, 1985.

      D. The number of shares outstanding at the date of the meeting was 100.
The number of shares entitled to vote was 100.

      E. The number of shares voting in favor was 100. The number of shares
voting in opposition were none.

      F. The amendment does change the amount of stated capital, in that it
reduces it from 50,000 shares of common stock with a par value of $1.00 to 5,000
shares of common stock with a par value of $1.00.

      G. The amendment does not affect a restatement of the Articles of
Incorporation.

                                          TIDEWATER AMBULANCE SERVICE, INC.

                                                By: /s/ John V. Crombie
                                                    ----------------------------
                                                                     , President

                                                    /s/ Mary Alice Carter
                                                    ----------------------------
                                                                     , Secretary

                                        5


                            ARTICLES OF INCORPORATION
                                       OF
                        TIDEWATER AMBULANCE SERVICE, INC.

      WE, the undersigned, hereby associate to form a stock corporation under
the provisions of Chapter I, Title 13.1 of the Code of Virginia, and to that end
have set forth the following:

      1. The name of the corporation shall be Tidewater Ambulance Service, Inc.

      2. The purpose for which this corporation is organized is to operate an
ambulance service.

      3. The corporation shall have the authority to issue 50,000 shares of
common stock with a par value of $1.00 per share.

      4. The post office address of the initial registered office 705 One Main
Plaza East, Norfolk, Virginia 23510.

      5. The name of the city in which the initial registered office is located
is Norfolk, Virginia.

      6. The name of the initial registered agent is Albert Teich, Jr., who is a
resident of Virginia and a member of the Virginia State Bar, and whose business
office is the same as the registered office of the corporation.

      7. The Directors constituting the initial Board of Directors shall be:

John V. Crombie                                         Patricia A. Crombie
815 Pecan Point Road                                    815 Pecan Point Road
Apartment 22                                            Apartment 22
Norfolk, Virginia 23502                                 Norfolk, Virginia 23502

                                Mary Alice Carter
                               601 Timothy Avenue
                             Norfolk, Virginia 23505

      WITNESS the following signature and seal this 29 day of August, 1983

/s/ Albert Teich, Jr. (SEAL)
- ---------------------
Albert Teich, Jr.

                                        6

EX-3.153

                                                                   Exhibit 3.153

                                    BYLAWS OF

                       TIDEWATER AMBULANCE SERVICES, INC.

                                    ARTICLE I

                            MEETINGS OF STOCKHOLDERS

     Section 1. Annual Meeting. Unless a different date or time is designated by
resolution of the Board of Directors, the annual meeting of the shareholders for
the election of directors and the transaction of whatever other business may be
brought before said meeting shall be held on the second Tuesday in March of each
year, at 10:00 a.m., if said date is not a legal holiday, or, if a legal
holiday, at said time on the next succeeding business day unless the Board of
Directors otherwise determines.

     Section 2 Special Meetings. Special meetings of shareholders, unless
otherwise provided by law, may be called for any purpose at any time by the
Board of Directors or the President.

     Section 3. Place of Meeting. The Board of Directors may designate any
place, either within or without the Commonwealth of Virginia, as the place of
meeting for any annual meeting or for any special meeting which is called by the
Board of Directors. If no place is designated by the Board of Directors, or if a
special meeting is called otherwise than by the Board of Directors, the place of
meeting shall be the offices of the Corporation in Norfolk, Virginia.

     Section 4. Notice of Meeting. Written notice stating the place, day and
hour of the meeting and, in case of a special meeting, the purpose or purposes
for which the meeting is called, shall be given not less than ten days nor more
than sixty days before the date of such meeting (except as a different time is
specified by law) either personally or by mail, telegram, teletype or other
carrier, by or at the direction of the President, the Secretary, or the person
calling the meeting, to each shareholder of record entitled by law to notice of
such meeting. If mailed, such notice shall be deemed to be given when deposited
in the United States mail, with postage prepaid, addressed to the shareholder at
his address as it appears on the stock records of the Corporation.

     Section 5. Fixing of Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors may fix in advance a date as the record
date for any such determination of shareholders, such date in any case to be not
more than seventy days prior to the date on which the particular action,
requiring such determination of shareholders, is to be taken. If no record date
is fixed by the Board of Directors, as provided above, then the close of
business on the day before the date on which notice of the meeting is mailed, or
the date on which a resolution of the Board of Directors declaring a dividend is



adopted, shall be the record date for such determination of shareholders. When a
determination of shareholders entitled to vote at any meeting of shareholders
has been made, as provided herein, such determination shall apply to any
adjournment of such meeting if the meeting is adjourned to a date not more than
120 days after the original meeting date.

     Section 6. Quorum. A majority of the shares entitled to vote on a matter,
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders, with respect to that matter, except as otherwise required by law.
If less than a majority of the shares entitled to vote are so represented at the
meeting, then a majority of the shares which are so represented may adjourn the
meeting from time to time without further notice, but may take no other action.
At such adjourned meeting, at which a quorum is present in person or represented
by proxy, any business may be transacted which might have been transacted at the
meeting as originally called had the same then been held.

     Section 7. Proxies. At all meetings of shareholders, a shareholder may vote
in person or by proxy executed in writing by such shareholder or his duly
authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the
Corporation or any other officer or agent authorized to tabulate votes before or
at the time of the meeting. No proxy shall be valid after eleven months from its
date, unless otherwise provided in the proxy.

     Section 8. Voting of Shares. Each share entitled to vote on a matter at any
meeting of shareholders shall be entitled to one vote on each such matter
submitted to a vote at such meeting. If a quorum exists, action on a matter,
other than the election of directors, by a group of shares entitled to vote
thereon is approved if the votes for approval cast within the group exceed the
vote cast opposing the action, unless a greater number of affirmative votes is
required by law.

     At each election of directors, every shareholder shall have the right to
vote, in person or by proxy, the number of shares which he is entitled to vote
at said meeting, for as many persons as there are directors to be elected at
said meeting, but cumulative voting shall not be permitted. In elections of
directors those receiving the greatest number of votes shall be deemed elected
even though not receiving a majority of the votes cast.

     Section 9. Action by Shareholders Without a Meeting. Any action required to
be taken at a meeting of shareholders, or any action which may be taken at a
meeting of shareholders, may be taken without a meeting if a consent in writing,
setting forth the action so taken (and, if signed at a time other than at the
time such action is to be effective, the consent states the dates on which each
shareholder signed) shall be signed before or after such action by all of the
shareholders. Such written consent shall have the same force and effect as a
unanimous vote.


                                        2



                                   ARTICLE II

                               BOARD OF DIRECTORS

     Section 1. General Powers. The business and affairs of the Corporation
shall be managed under the direction of its Board of Directors, the members of
which need not be shareholders of the Corporation.

     Section 2. Number and Election. The number of members of the Board of
Directors shall be equal to the number of persons whom the shareholders shall
have elected to be directors from time to time; which shall be no more than five
(5) nor less than one (1). The Board of Directors shall be elected annually by
the shareholders for a term of one (1) year, or, if elected at a time other than
upon the annual meeting of shareholders, for a term expiring as of the next
annual meeting. In any event, unless sooner removed, directors shall serve until
their successors are duly elected and qualify.

     Section 3. Vacancies. Any vacancy occurring on the Board of Directors, may
be filled by the affirmative vote of a majority of the remaining directors
though such majority be less than a quorum of the Board.

     Section 4. Removal of Directors. At a meeting of shareholders called
expressly for that purpose, any director may be removed, with or without cause,
by a vote of the shareholders holding a majority of the shares entitled to be
cast at an election of directors by the voting group or voting groups by which
such director was elected.

     Section 5. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such times, at least annually, as shall be specified by the
Board of Directors by resolution from time to time. Such regular meetings may be
held without notice of time, place and purpose thereof. If not otherwise
specified by resolution, the Board of Directors shall meet the first business
day following the annual meeting of shareholders at 9:00 a.m. in the location
where the shareholders' meeting was held.

     Section 6. Special Meetings. Special meetings of the Board of Directors may
be called by or at the request of the President or any two directors. Notice of
the time and place of each special meeting shall be given orally or in writing
to each director. Such notice, if given in person, by private carrier, telegram,
or telephone, must be received at least twenty-four hours prior to such meeting,
and, if given by mail, must be mailed postpaid and correctly addressed and
postmarked at least six days prior to such meeting; provided that if the notice
is sent by registered or certified mail, the notice is sufficient if the receipt
is signed by or or behalf of the addressee at least twenty-four hours prior to
such meeting. Any director may waive notice of any meeting, and attendance at or
participation in any meeting shall constitute a waiver of notice of such meeting
unless the director objects at the beginning of the meeting, or promptly upon
his arrival, to holding it or transacting business at the meeting and does not
thereafter vote for or assent to action taken at the meeting.


                                        3



     Section 7. Quorum. A majority of the number of directors of the Corporation
shall constitute a quorum for the transaction of business at any meeting of the
Board. If a quorum is not present, a majority of those in attendance may adjourn
the meeting from time to time until a quorum is obtained.

     Section 8. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors. Any action required to be taken at a meeting of directors, or any
action which may be taken at a meeting of directors, may be taken without a
meeting if a consent in writing, setting forth the action so taken (and, if
signed at a time other than at the time such action is to be effective, the
consent states the dates on which each director signed) shall be signed before
or after such action by all of the directors. Such written consent shall have
the same force and effect as a unanimous vote.

     Section 9. Compensation. By a resolution of the shareholders or the Board
of Directors, the directors may be paid their expenses, if any, and a fixed sum
for attending each meeting of the Board of Directors and each meeting of a
committee of the Board; and may, in addition, be paid an annual retainer. No
such payment shall preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.

     Section 10. Presumption of Assent. A director of the Corporation who is
present at a meeting of the Board of Directors when any action is taken is
deemed to have assented to the action taken unless he votes against or abstains
from the action taken, or he has objected at the beginning of the meeting, or
promptly upon his arrival, to the holding of the meeting or transacting
specified business at the meeting. Any such dissenting votes, abstentions or
objections shall be entered in the minutes of the meeting.

                                   ARTICLE III

                                    OFFICERS

     Section 1. Officers. The officers of the Corporation shall be a President
and a Secretary, each of whom shall be appointed by and shall serve at the
pleasure of the Board. In addition, the Corporation shall have such other
officers as may be appointed from time to time by the Board.

     Section 2. President. The President shall preside at all meetings, shall
make reports to the Board of Directors and stockholders, shall have general
supervision of the business and affairs of the Corporation and shall possess
such powers and perform such duties as are incident to the office, subject to
the direction of the Board of Directors.

     Section 3. Secretary. The Secretary shall serve as secretary of the Board
of Directors. The Secretary shall keep the minutes of all meetings of the
shareholders and the Board of Directors, attend to serving and giving all
notices of the Corporation; have charge of the corporate seal, the stock
certificate records and such other books, records and papers as the Board of
Directors may direct; keep a stock record containing the names of all persons
who are


                                        4



shareholders of the Corporation, showing their place of residence, the number of
shares of stock held by them, and the time when they became owners thereof; and
perform such other duties as may be incident to the office or as may be
prescribed by the President. If Assistant Secretaries are appointed, each such
officer shall be authorized to perform the functions of the Secretary upon the
request or absence of the Secretary.

     Section 4. Execution of Instruments. Checks, notes, drafts, other
commercial instruments, assignments, guarantees of signatures and contracts
(except as otherwise provided herein or by law) shall be executed by the
President, or any such officer(s) or employee(s) or agent(s) as the Board of
Directors or any of such designated officers may direct.

                                   ARTICLE IV

                          EMPLOYEES OTHER THAN OFFICERS

     Section 1. Employees. Subject to the authority of the Board of Directors,
the President or any other officer authorized by the President may employ such
agents and employees, other than officers, as such officer may deem advisable
for the prompt and orderly transaction of the business of the Corporation. Any
officer so doing may define the duties of such agents and employees, fix their
compensation and dismiss them. Such officer is authorized, on behalf of the
Corporation, to execute any agency, employment, or other such agreements which
may be necessary and proper to effect the employment of such agent or employee.

                                    ARTICLE V

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

     Section 1. Form and Signatures. Certificates evidencing shares of the
Corporation shall be in such form as may be determined by the Board of
Directors. Such certificates shall be signed by the President and by the
Secretary or any other officer authorized by a resolution of the Board of
Directors, and may (but need not) be sealed by the seal of the Corporation or a
facsimile thereof. The signatures of the officers upon a certificate may be
facsimiles if the certificate is countersigned by a transfer agent, or
registered by a registrar, other than the Corporation itself or an employee
thereof.

     All certificates for shares shall be consecutively numbered or otherwise
identified. The name and address of the person to whom the shares represented
thereby are issued, along with the number of shares and the date of issue, shall
be entered on the stock transfer records of the Corporation. All certificates
surrendered to the Corporation for transfer shall be cancelled. No new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and cancelled, except that in the case of a
lost, destroyed or mutilated certificate, a new one may be issued therefor upon
such terms and indemnity to the Corporation as the Board of Directors may
prescribe.


                                        5



     Section 2. Transfer of Shares. Transfer of shares of the Corporation shall
be made only on the transfer records of the Corporation by the holder of record
thereof or by his legal representative, who shall furnish proper evidence of.
authority to transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the Corporation, and on
surrender for cancellation of the certificate for such shares. The person in
whose name shares stand on the books of the Corporation shall be deemed by the
Corporation to be the owner thereof for all purposes except to the extent the
Board of Directors, by resolution, may establish a procedure whereby the
beneficial owners of shares registered in the name of a nominee are to be
recognized by the Corporation as the shareholder, in accordance with applicable
law.

                                   ARTICLE VI

                                WAIVER OF NOTICE

     Section 1. Waiver. Unless otherwise provided by law, whenever any notice is
required to be given to any stockholder or Director of the Corporation under the
provisions of these Bylaws, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

                                   ARTICLE VII

                                   FISCAL YEAR

     Section 1. Fiscal Year. The fiscal year of the Corporation shall begin on
January 1st and end on December 31st of each year.

                                  ARTICLE VIII

                             DIVIDENDS AND FINANCES

     Section 1. Dividends. The Board of Directors may from time to time declare,
and the Corporation may pay, dividends on its outstanding shares in the manner
and upon such terms and conditions as may be permitted by law.

     Section 2. Depositories. The monies of the Corporation shall be deposited
in such banks or trust companies as the Board of Directors shall designate, and
all payments so far as practicable, shall be made by checks. Checks and drafts
as well as notes, bonds or other instruments creating or evidencing an
obligation for the payment of money shall be signed in the name of the
Corporation or as the Board of Directors shall direct.


                                        6



                                   ARTICLE IX

                          SHARES OF OTHER CORPORATIONS

     Section 1. Voting. The President is authorized to vote, represent, and
exercise on behalf of the Corporation all rights incident to any and all shares
of any other corporation or corporations standing in the name of the
Corporation. The authority herein granted to said officer to vote or represent
on behalf of the Corporation any and all shares held by the Corporation in any
other corporation or corporations may be exercised either by said officer in
person or by any person authorized so to do by proxy or power of attorney duly
executed by said officer. Notwithstanding the above, however, the Board of
Directors, in its discretion, may designate by resolution any additional person
to vote or represent said shares of other corporations.

                                    ARTICLE X

                                      SEAL

     Section 1. Seal. The seal of the Corporation shall be in such form as may
be approved from time to time by the Board of Directors and said seal, or a
facsimile thereof, may be imprinted or affixed by any process or in any manner
reproduced. The Secretary or Treasurer, any Assistant Secretary or Assistant
Treasurer and any other officer authorized by resolution of the Board of
Directors shall be empowered to affix and attest the corporate seal on all
documents.

                                   ARTICLE XI

                                   AMENDMENTS

     Section 1. Amendments. Unless otherwise provided by law or indicated
herein, these Bylaws or any of them may be altered, amended, or repealed and new
Bylaws made by the Board of Directors or the shareholders at any regular
meeting, at any special meeting where such action has been announced in the call
and notice of such meeting, or by unanimous consent in writing in lieu of a
meeting.

                                   ARTICLE XII

                   Indemnification and Limitation of Liability

     Section 1. Limitation of Liability. To the fullest extent that the Virginia
Stock Corporation Act, as it exists on the date hereof or may hereafter be
amended, permits the limitation or elimination of the liability of directors or
officers of the Corporation for breach of fiduciary duty, and provided that a
director or officer shall not have engaged in (i) any breach of


                                        7



his or her duty of loyalty to the Corporation, (ii) acts or omissions not in
good faith or which involve willful misconduct or a knowing violation of law, or
(iii) any transactions from which the director or officer derived an improper or
personal benefit, then such a director or officer shall not be liable to the
Corporation for monetary damages. Any amendment to or repeal of this Article XII
shall not adversely affect any right or protection of a director or officer of
the Corporation for or with respect to any acts or omissions of such director or
officer occurring prior to such amendment or repeal.

     Section 2. Indemnification. To the fullest extent permitted and in the
manner prescribed by the Virginia Stock Corporation Act and any other applicable
law, the Corporation shall indemnify, against all liability incurred in a
proceeding (and advance reasonable expenses to), any director or officer of the
Corporation, who is, was, or is threatened to be made a party to any such
threatened, pending, or completed action, suit, or proceeding. (whether civil,
criminal, administrative, arbitrative, or investigative), including an action by
or in the right of the Corporation, by reason of the fact that he is or was such
a director or officer or is or was serving at the request of the Corporation as
a director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, employee benefit plan, or other enterprise. The Board of
Directors is empowered, by majority vote of a quorum of disinterested directors,
to contract in advance to indemnify any director or officer.

     Section 3. Other Persons. The Board of Directors is empowered, by majority
vote of a quorum of disinterested directors, to cause the Corporation to
indemnify, or contract in advance to indemnify, (and advance reasonable expenses
to) any person not specified in Section 2 of this Article who was or is a party
to any proceeding by reason of the fact that he is or was an employee or agent
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, employee benefit plan, or other enterprise, to the same extent as if
such person were specified as one to whom indemnification is granted in Section
2 hereof.

     Section 4. Insurance. The Corporation may purchase and maintain insurance
to indemnify it against the whole or any portion of the liability assumed by it
in accordance with this Article and may also procure insurance, in such amounts
as the Board of Directors may determine, on behalf of any person who is or was a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, employee benefit plan, or other enterprise, against any
liability asserted against or incurred by such person in any such capacity or
arising from his status as such, whether or not the Corporation would have power
to indemnify him against such liability under the provisions of this Article.

     Section 5. Scope. The provisions of this Article XII shall be applicable to
all actions, claims, suits, or proceedings commenced after the adoption hereof,
whether arising from any action taken or failure to act before or after such
adoption. No amendment, modification, or repeal of this Article shall diminish
the rights provided hereby or diminish the right to indemnification with respect
to any claim, issue, or matter in any then pending or subsequent proceeding that
is based in any material respect on any alleged action or failure to act prior
to such amendment, modification, or repeal.


                                        8



     Section 6. Continuous Coverage. Reference herein to directors, officers,
employees, or agents, shall include former directors, officers, employees, and
agents, and their respective heirs, executors, and administrators.

     Section 7. Amendment. This Article XII may only be altered, amended, or
repealed by action of the shareholders of the Corporation.


                                        9

EX-3.154

                                                                   Exhibit 3.154

                            ARTICLES OF INCORPORATION

                                       1.

          The name of the corporation is "Troup County Emergency Medical
Services, Inc."

                                       2.

          The corporation has perpetual duration.

                                       3.

          The corporation is organized pursuant to the provisions of the Georgia
Business Corporation Code.

                                       4.

          The corporation is organized as a corporation for profit for any
lawful purpose not specifically prohibited to corporations under the applicable
laws of the State of Georgia, including but not limited to the operation of a
business supplying routine convalescent and emergency ambulance services in and
about Troup County, Georgia, together with all of the lawful activities which
are incidental to the operation of such a service. The corporation shall be
authorized in connection with such activities to carry on any lawful business.

                                       5.

          The corporation shall have the authority to issue not more than
Twenty-five Hundred shares of common voting stock with a par value of One
Hundred Dollars per share.

                                       6.

          The corporation shall not commence business until it shall have
received at least Five Hundred Dollars ($500.00) in payment for the issuance of
shares of stock.

                                       7.

          No shareholder shall have the preemptive right to acquire unissued
shares of the corporation.

                                       8.

          The address of the initial registered office of the corporation shall
be:



                                   406 Ridley Avenue
                                   LaGrange, Georgia 30240

and the initial registered agent of the corporation at such address shall be:

                                   Randy Neil Norred

                                       9.

          The initial Board of Directors of the corporation shall consist of one
member, and his name and address is:

                                   Randy Neil Norred
                                   408 Camelot Court
                                   LaGrange, Georgia 30240

                                       10.

          The name and address of the incorporator is:

                                   Randy Neil Norred
                                   408 Camelot Court
                                   LaGrange, Georgia 30240


                                        /s/ Randy Neil Norred
                                        ----------------------------------------
                                        Randy Neil Norred - Incorporator



                   CONSENT TO APPOINTMENT AS REGISTERED AGENT

TO: Ben W. Fortson, Jr.
    Secretary of State
    Ex-Officio Corporation
    Commissioner
    State of Georgia

I (We) RANDY NEIL NORRED
       (Type or print name of person(s)

do hereby consent to serve as registered agent for the corporation

       TROUP COUNTY EMERGENCY MEDICAL SERVICES, INC.
       (Type or print name of corporation)

This 5th day of JANUARY, 1978.


                                        /s/ Randy Neil Norred
                                        ----------------------------------------
                                        Randy Neil Norred

Address of registered agent(s):
   (Type or print address)

408 Camelot Court
LaGrange, Georgia 30240

EX-3.155

                                                                   Exhibit 3.155

                                     BY-LAWS

                                       OF

                               THE SUBSIDIARIES OF

                         AMERICAN MEDICAL RESPONSE, INC.

                  Section 1. LAW, CERTIFICATE OF INCORPORATION
                                   AND BY-LAWS

     1.1. These by-laws are subject to the certificate of incorporation of the
corporation. In these by-laws, references to law, the certificate of
incorporation and by-laws mean the law, the provisions of the certificate of
incorporation and the by-laws as from time to time in effect.

                             Section 2. STOCKHOLDERS

     2.1. Annual Meeting. The annual meeting of stockholders shall be held at
10:00 am on the second Tuesday in May in each year, unless that day be a legal
holiday at the place where the meeting is to be held, in which case the meeting
shall be held at the same hour on the next succeeding day not a legal holiday,
or at such other date and time as shall be designated from time to time by the
board of directors and stated in the notice of the meeting, at which they shall
elect a board of directors and transact such other business as may be required
by law or these by-laws or as may properly come before the meeting.

     2.2. Special Meetings. A special meeting of the stockholders may be called
at any time by the chairman of the board, if any, the president or the board of
directors. A special meeting of the stockholders shall be called by the
secretary, or in the case of the death, absence, incapacity or refusal of the
secretary, by an assistant secretary or some other officer, upon application of
a majority of the directors. Any such application shall state the purpose or
purposes of the proposed meeting. Any such call shall state the place, date,
hour, and purposes of the meeting.

     2.3. Place of Meeting. All meetings of the stockholders for the election of
directors or for any other purpose shall be held at such place within or without
the state of incorporation as may be determined from time to time by the
chairman of the board, if any, the president or the board of directors. Any
adjourned session of any meeting of the stockholders shall be held at the place
designated in the vote of adjournment.

     2.4. Notice of Meetings. Except as otherwise provided by law, a written
notice of each meeting of stockholders stating the place, day and hour thereof
and, in the case of a special meeting, the purposes for which the meeting is
called, shall be given not less then ten nor more than sixty days before the
meeting, to each stockholder entitled to vote thereat, and to each stockholder
who, by law, by the certificate of incorporation or by these by-laws, is
entitled to notice, by leaving such notice with him or at his residence or usual
place of business, or by depositing it in the United States mail, postage
prepaid, and addressed to such stockholder at his address as it appears in the
records of the corporation. Such



notice shall be given by the secretary, or by an officer or person designated by
the board of directors, or in the case of a special meeting by the officer
calling the meeting. As to any adjourned session of any meeting of stockholders,
notice of the adjourned meeting need not be given if the time and place thereof
are announced at the meeting at which the adjournment was taken except that if
the adjournment is for more than thirty days or if after the adjournment a new
record date is set for the adjourned session, notice of any such adjourned
session of the meeting shall be given in the manner heretofore described. No
notice of any meeting of stockholders or any adjourned session thereof need be
given to a stockholder if a written waiver of notice, executed before or after
the meeting or such adjourned session by such stockholder, is filed with the
records of the meeting or if the stockholder attends such meeting without
objecting at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any meeting of the stockholders or any
adjourned session thereof need be specified in any written waiver of notice.

     2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as
to any matter shall consist of a majority of the votes entitled to be cast on
the matter, except where a larger quorum is required by law, by the certificate
of incorporation or by these by-laws. Any meeting may be adjourned from time to
time by a majority of the votes properly cast upon the question, whether or not
a quorum is present. If a quorum is present at an original meeting, a quorum
need not be present at an adjourned session of that meeting. Shares of its own
stock belonging to the corporation or to another corporation, if a majority of
the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the corporation, shall neither
be entitled to vote nor be counted for quorum purposes; provided, however, that
the foregoing shall not limit the right of any corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

     2.6. Action by Vote. When a quorum is present at any meeting, a plurality
of the votes properly cast for election to any office shall elect to such office
and a majority of the votes properly cast upon any question other than an
election to an office shall decide the question, except when a larger vote is
required by law, by the certificate of incorporation or by these by-laws. No
ballot shall be required for any election unless requested by a stockholder
present or represented at the meeting and entitled to vote in the election.

     2.7. Action without Meetings. Unless otherwise provided in the certificate
of incorporation, any action required or permitted to be taken by stockholders
for or in connection with any corporate action may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the corporation by
delivery to its registered office in the state of incorporation by hand or
certified or registered mail, return receipt requested, to its principal place
of business or to an officer or agent of the corporation having custody of the
book in which proceedings of meetings of stockholders are recorded. No written
consent shall be effective to take the corporate action referred to therein
unless written consents signed by a number of stockholders sufficient to take
such action are delivered to the corporation in the manner specified in this
paragraph within sixty days of the earliest dated consent so delivered.

     If action is taken by consent of stockholders and in accordance with the
foregoing, there shall be filed with the records of the meetings of stockholders
the writing or writings comprising such consent.


                                       -2-



     If action is taken by less than unanimous consent of stockholders, prompt
notice of the taking of such action without a meeting shall be given to those
who have not consented in writing and a certificate signed and attested to by
the secretary that such notice was given shall be filed with the records of the
meetings of stockholders.

     In the event that the action which is consented to is such as would have
required the filing of a certificate under any provision of the General
Corporation Law of the State of Delaware, if such action had been voted upon by
the stockholders at a meeting thereof, the certificate filed under such
provision shall state, in lieu of any statement required by such provision
concerning a vote of stockholders, that written consent has been given under
Section 228 of said General Corporation Law and that written notice has been
given as provided in such Section 228.

     2.8. Proxy Representation. Every stockholder may authorize another person
or persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether by waiving notice of any meeting, objecting to
or voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by his
attorney-in-fact. No proxy shall be voted or acted upon after three years from
its date unless such proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and, if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally. The authorization of a proxy may but need
not be limited to specified action, provided, however, that if a proxy limits
its authorization to a meeting or meetings of stockholders, unless otherwise
specifically provided such proxy shall entitle the holder thereof to vote at any
adjourned session but shall not be valid after the final adjournment thereof.

     2.9. Inspectors. The directors or the person presiding at the meeting may,
and shall if required by applicable law, appoint one or more inspectors of
election and any substitute inspectors to act at the meeting or any adjournment
thereof. Each inspector, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting, the inspectors shall make a report in
writing of any challenge, question or matter determined by them and execute a
certificate of any fact found by them.

     2.10. List of Stockholders. The secretary shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at such meeting, arranged in alphabetical order
and showing the address of each stockholder and the number of shares registered
in his name. The stock ledger shall be the only evidence as to who are
stockholders entitled to examine such list or to vote in person or by proxy at
such meeting.


                                       -3-



                          Section 3. BOARD OF DIRECTORS

     3.1. Number. The corporation shall have one or more directors, the number
shall be consistent with applicable law and shall be determined from time to
time by vote of a majority of the directors then in office. No director need be
a stockholder.

     3.2. Tenure. Each director shall hold office until the next annual meeting
and until his successor is elected and qualified, or until he sooner dies,
resigns, is removed or becomes disqualified.

     3.3. Powers. The business and affairs of the corporation shall be managed
by or under the direction of the board of directors who shall have and may
exercise all the powers of the corporation and do all such lawful acts and
things as are not by law, the certificate of incorporation or these by-laws
directed or required to be exercised or done by the stockholders.

     3.4. Vacancies. Vacancies and any newly created directorships resulting
from any increase in the number of directors may be filled by vote of the
holders of the particular class or series of stock entitled to elect such
director at a meeting called for the purpose, or by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director, in
each case elected by the particular class or series of stock entitled to elect
such directors. When one or more directors shall resign from the board,
effective at a future date, a majority of the directors then in office,
including those who have resigned, who were elected by the particular class or
series of stock entitled to elect such resigning director or directors shall
have power to fill such vacancy or vacancies, the vote or action by writing
thereon to take effect when such resignation or resignations shall become
effective. The directors shall have and may exercise all their powers
notwithstanding the existence of one or more vacancies in their number, subject
to any requirements of law or of the certificate of incorporation or of these
by-laws as to the number of directors required for a quorum or for any vote or
other actions.

     3.5. Committees. The board of directors may, by vote of a majority of the
whole board, (a) designate, change the membership of or terminate the existence
of any committee or committees, each committee to consist of one or more of the
directors; (b) designate one or more directors as alternate members of any such
committee who may replace any absent or disqualified member at any meeting of
the committee; and (c) determine the extent to which each such committee shall
have and may exercise the powers of the board of directors in the management of
the business and affairs of the corporation, including the power to authorize
the seal of the corporation to be affixed to all papers which require it and the
power and authority to declare dividends or to authorize the issuance of stock;
excepting, however, such powers which by law, by the certificate of
incorporation or by these by-laws they are prohibited from so delegating. In the
absence or disqualification of any member of such committee and his alternate,
if any, the member or members thereof present at any meeting and not
disqualified from voting, whether or not constituting a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in the
place of any such absent or disqualified member. Except as the board of
directors may otherwise determine, any committee may make rules for the conduct
of its business, but unless otherwise provided by the board or such rules, its
business shall be conducted as nearly as may be in the same manner as is
provided by these by-laws for the conduct of business by the board of directors.
Each committee shall keep regular minutes of its meetings and report the same to
the board of directors upon request.

     3.6. Regular Meetings. Regular meetings of the board of directors may be
held without call or notice at such places within or without the State of
Delaware and at such times as the board may from


                                       -4-



time to time determine, provided that notice of the first regular meeting
following any such determination shall be given to absent directors. A regular
meeting of the directors may be held without call or notice immediately after
and at the same place as the annual meeting of stockholders.

     3.7. Special Meetings. Special meetings of the board of directors may be
held at any time and at any place within or without the state of incorporation
designated in the notice of the meeting, when called by the chairman of the
board, if any, the president, or by one-third or more in number of the
directors, reasonable notice thereof being given to each director by the
secretary or by the chairman of the board, if any, the president or any one of
the directors calling the meeting.

     3.8. Notice. It shall be reasonable and sufficient notice to a director to
send notice by mail or overnight courier at least forty-eight hours or by
telegram at least twenty-four hours before the meeting addressed to him at his
usual or last known business or residence address or to give notice to him in
person or by telephone at least twenty-four hours before the meeting. Notice of
a meeting need not be given to any director if a written waiver of notice,
executed by him before or after the meeting, is filed with the records of the
meeting, or to any director who attends the meeting without protesting prior
thereto or at its commencement the lack of notice to him. Neither notice of a
meeting nor a waiver of a notice need specify the purposes of the meeting.

     3.9. Quorum. Except as may be otherwise provided by law, by the certificate
of incorporation or by these by-laws, at any meeting of the directors a majority
of the directors then in office shall constitute a quorum; a quorum shall not in
any case be less than one-third of the total number of directors constituting
the whole board. Any meeting may be adjourned from time to time by a majority of
the votes cast upon the question, whether or not a quorum is present, and the
meeting may be held as adjourned without further notice.

     3.10. Action by Vote. Except as may be otherwise provided by law, by the
certificate of incorporation or by these by-laws, when a quorum is present at
any meeting the vote of a majority of the directors present shall be the act of
the board of directors.

     3.11. Action Without a Meeting. Any action required or permitted to be
taken at any meeting of the board of directors or a committee thereof may be
taken without a meeting if all the members of the board or of such committee, as
the case may be, consent thereto in writing, and such writing or writings are
filed with the records of the meetings of the board or of such committee. Such
consent shall be treated for all purposes as the act of the board or of such
committee, as the case may be.

     3.12. Participation in Meetings by Conference Telephone. Members of the
board of directors, or any committee designated by such board, may participate
in a meeting of such board or committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other or by any other means permitted by law. Such
participation shall constitute presence in person at such meeting.

     3.13. Compensation. In the discretion of the board of directors, each
director may be paid such fees for his services as director and be reimbursed
for his reasonable expenses incurred in the performance of his duties as
director as the board of directors from time to time may determine. Nothing
contained in this section shall be construed to preclude any director from
serving the corporation in any other capacity and receiving reasonable
compensation therefor.

     3.14. Interested Directors and Officers.


                                       -5-



     (a) No contract or transaction between the corporation and one or more of
its directors or officers, or between the corporation and any other corporation,
partnership, association, or other organization in which one or more of the
corporation's directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the board or committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purpose, if:

          (1) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the board of directors
or the committee, and the board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or

          (2) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or

          (3) The contract or transaction is fair as to the corporation as of
the time it is authorized, approved or ratified, by the board of directors, a
committee thereof, or the stockholders.

     (b) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or of a committee
which authorizes the contract or transaction.

                         Section 4. OFFICERS AND AGENTS

     4.1. Enumeration; Qualification. The officers of the corporation shall be a
president, a treasurer, a secretary and such other officers, if any, as the
board of directors from time to time may in its discretion elect or appoint
including without limitation a chairman of the board, one or more vice
presidents and a controller. The corporation may also have such agents, if any,
as the board of directors from time to time may in its discretion choose. Any
officer may be but none need be a director or stockholder. Any two or more
offices may be held by the same person. Any officer may be required by the board
of directors to secure the faithful performance of his duties to the corporation
by giving bond in such amount and with sureties or otherwise as the board of
directors may determine.

     4.2. Powers. Subject to law, to the certificate of incorporation and to the
other provisions of these by-laws, each officer shall have, in addition to the
duties and powers herein set forth, such duties and powers as are commonly
incident to his office and such additional duties and powers as the board of
directors may from time to time designate.

     4.3. Election. The officers may be elected by the board of directors at
their first meeting following the annual meeting of the stockholders or at any
other time. At any time or from time to time the directors may delegate to any
officer their power to elect or appoint any other officer or any agents.

     4.4. Tenure. Each officer shall hold office until his respective successor
is chosen and qualified unless a shorter period shall have been specified by the
terms of his election or appointment, or in each case until he sooner dies,
resigns, is removed or becomes disqualified. Each agent shall retain his
authority at the pleasure of the directors, or the officer by whom he was
appointed or by the officer who then holds agent appointive power.


                                       -6-



     4.5. Chairman of the Board of Directors, President and Vice President. The
chairman of the board, if any, shall have such duties and powers as shall be
designated from time to time by the board of directors. Unless the board of
directors otherwise specifies, the chairman of the board, or if there is none
the chief executive officer, shall preside, or designate the person who shall
preside, at all meetings of the stockholders and of the board of directors.

     Unless the board of directors otherwise specifies, the president shall be
the chief executive officer and shall have direct charge of all business
operations of the corporation and, subject to the control of the directors,
shall have general charge and supervision of the business of the corporation.

     Any vice presidents shall have such duties and powers as shall be set forth
in these by-laws or as shall be designated from time to time by the board of
directors or by the president.

     4.6. Treasurer and Assistant Treasurers. Unless the board of directors
otherwise specifies, the treasurer shall be in charge of the corporation's funds
and valuable papers, and shall have such other duties and powers as may be
designated from time to time by the board of directors or by the president. If
no controller is elected, the treasurer shall, unless the board of directors
otherwise specifies, also have the duties and powers of the controller. Any
assistant treasurers shall have such duties and powers as shall be designated
from time to time by the board of directors, the president or the treasurer.

     4.7. Controller and Assistant Controllers. If a controller is elected, he
shall, unless the board of directors otherwise specifies, be in charge of its
books of account and accounting records, and of its accounting procedures. He
shall have such other duties and powers as may be designated from time to time
by the board of directors, the president or the treasurer. Any assistant
controller shall have such duties and powers as shall be designated from time to
time by the board of directors, the president, the treasurer or the controller.

     4.8. Secretary and Assistant Secretaries. The secretary shall record all
proceedings of the stockholders, of the board of directors and of committees of
the board of directors in a book or series of books to be kept therefor and
shall file therein all actions by written consent of stockholders or directors.
In the absence of the secretary from any meeting, an assistant secretary, or if
there be none or he is absent, a temporary secretary chosen at the meeting,
shall record the proceedings thereof. Unless a transfer agent has been appointed
the secretary shall keep or cause to be kept the stock and transfer records of
the corporation, which shall contain the names and record addresses of all
stockholders and the number of shares registered in the name of each
stockholder. He shall have such other duties and powers as may from time to time
be designated by the board of directors or the president. Any assistant
secretaries shall have such duties and powers as shall be designated from time
to time by the board of directors, the president or the secretary.


                                       -7-



                      Section 5. RESIGNATIONS AND REMOVALS

     5.1. Any director or officer may resign at any time by delivering his
resignation in writing to the chairman of the board, if any, the president, or
the secretary or to a meeting of the board of directors. Such resignation shall
be effective upon receipt unless specified to be effective at some other time,
and without in either case the necessity of its being accepted unless the
resignation shall so state. A director (including persons elected by
stockholders or directors to fill vacancies in the board) may be removed from
office with or without cause by the vote of the holders of a majority of the
issued and outstanding shares of the particular class or series entitled to vote
in the election of such director. The board of directors may at any time remove
any officer either with or without cause. The board of directors may at any time
terminate or modify the authority of any agent.

                              Section 6. VACANCIES

     6.1. If the office of the president or the treasurer or the secretary
becomes vacant, the directors may elect a successor by vote of a majority of the
directors then in office. If the office of any other officer becomes vacant, any
person or body empowered to elect or appoint that officer may choose a
successor. Each such successor shall hold office for the unexpired term, and in
the case of the president, the treasurer and the secretary until his successor
is chosen and qualified or in each case until he sooner dies, resigns, is
removed or becomes disqualified. Any vacancy of a directorship shall be filled
as specified in Section 3.4 of these by-laws.

                            Section 7. CAPITAL STOCK

     7.1. Stock Certificates. Each stockholder shall be entitled to a
certificate stating the number and the class and the designation of the series,
if any, of the shares held by him, in such form as shall, in conformity to law,
the certificate of incorporation and the by-laws, be prescribed from time to
time by the board of directors. Such certificate shall be signed by the chairman
or vice chairman of the board, or the president or a vice president and by the
treasurer or an assistant treasurer or by the secretary or an assistant
secretary. Any of or all the signatures on the certificate may be a facsimile.
In case an officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed on such certificate shall have ceased to be
such officer, transfer agent, or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such
officer, transfer agent, or registrar at the time of its issue.

     7.2. Loss of Certificates. In the case of the alleged theft, loss,
destruction or mutilation of a certificate of stock, a duplicate certificate may
be issued in place thereof, upon such terms, including receipt of a bond
sufficient to indemnify the corporation against any claim on account thereof, as
the board of directors may prescribe.

                     Section 8. TRANSFER OF SHARES OF STOCK

     8.1. Transfer on Books. Subject to the restrictions, if any, stated or
noted on the stock certificate, shares of stock may be transferred on the books
of the corporation by the surrender to the corporation or its transfer agent of
the certificate therefor properly endorsed or accompanied by a written
assignment and power of attorney properly executed, with necessary transfer
stamps affixed, and with such proof of the authenticity of signature as the
board of directors or the transfer agent of the corporation may reasonably
require. Except as may be otherwise required by law, by the certificate of


                                       -8-



incorporation or by these by-laws, the corporation shall be entitled to treat
the record holder of stock as shown on its books as the owner of such stock for
all purposes, including the payment of dividends and the right to receive notice
and to vote or to give any consent with respect thereto and to be held liable
for such calls and assessments, if any, as may lawfully be made thereon,
regardless of any transfer, pledge or other disposition of such stock until the
shares have been properly transferred on the books of the corporation.

     It shall be the duty of each stockholder to notify the corporation of his
post office address.

     8.2. Record Date. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the board of directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the board of directors, and which record date shall
not be more than sixty nor less than ten days before the date of such meeting.
If no such record date is fixed by the board of directors, the record date for
determining the stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the board of directors may fix a new record date for the adjourned meeting.

     In order that the corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the board of directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the board of directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the board of directors. If no
such record date has been fixed by the board of directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the board of directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation by delivery to its registered office in the state of incorporation
hand or certified or registered mail, return receipt requested, to its principal
place of business or to an officer or agent of the corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. If no
record date has been fixed by the board of directors and prior action by the
board of directors is required by applicable law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
board of directors adopts the resolution taking such prior action.

     In order that the corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or to exercise any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the board of directors may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be not
more than sixty days prior to such payment, exercise or other action. If no such
record date is fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.


                                       -9-



                            Section 9. CORPORATE SEAL

     9.1. Subject to alteration by the directors, the seal of the corporation
shall consist of a flat-faced circular die with the word "Delaware" and the name
of the corporation cut or engraved thereon, together with such other words,
dates or images as may be approved from time to time by the directors.

                         Section 10. EXECUTION OF PAPERS

     10.1. Except as the board of directors may generally or in particular cases
authorize the execution thereof in some other manner, all deeds, leases,
transfers, contracts, bonds, notes, checks, drafts or other obligations made,
accepted or endorsed by the corporation shall be signed by the chairman of the
board, if any, the president, a vice president or the treasurer.

                             Section 11. FISCAL YEAR

     11.1. The fiscal year of the corporation shall end on the 31st of December.

                             Section 12. AMENDMENTS

     12.1. These by-laws may be adopted, amended or repealed by vote of a
majority of the directors then in office or by vote of a majority of the stock
outstanding and entitled to vote. Any by-law, whether adopted, amended or
repealed by the stockholders or directors, may be amended or reinstated by the
stockholders or the directors.


                                      -10-

EX-3.156

                                                                   Exhibit 3.156

                       RESTATED ARTICLES OF INCORPORATION

                                       OF

                AMERICAN EMERGENCY PHYSICIANS MEDICAL GROUP, INC.

      J. PAUL HOLLAND, M.D. and JAMES L. JONES, M.D. hereby certify that:

      1.    They are the President and the Secretary, respectively, of AMERICAN
EMERGENCY PHYSICIANS MEDICAL GROUP, INC., a California corporation formed on
December 20, 1988, California corporation number 1452227.

      2.    The Articles of Incorporation of this corporation are hereby amended
and restated to read as follows:

                                       "I.

      The name of this corporation is: AMERICAN EMERGENCY PHYSICIANS MANAGEMENT,
INC.

                                       II.

      The purpose of this corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.

                                      III.

      This corporation is authorized to issue only one class of shares of stock;
and the total number of shares which this corporation is authorized to issue is
One Hundred Thousand (100,000).

                                       IV.

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

      Any repeal or modification of the provisions of this Article IV shall not
adversely affect any rights or protections to which the corporation's directors
were entitled prior to such repeal or modification.

                                       V.



      This corporation is authorized to provide indemnification of agents (as
defined in Section 317 of the California Corporations Code) for breach of duty
to this corporation and its stockholders through bylaw provisions or through
agreements with the agents, or both, in excess of the indemnification otherwise
permitted by Section 317 of the California Corporations Code, subject to the
limits on such excess indemnification set forth in Section 204 of the California
Corporations Code.

      Any repeal or modification of this Article V shall not adversely affect
any rights or protections to which the corporation's agents were entitled prior
to such repeal or modification."

      3.    The foregoing amendment and restatement of the Articles of
Incorporation has been duly approved by the Board of Directors of the
corporation.

      4.    The foregoing amendment and restatement of the Articles of
Incorporation has been duly approved by the required vote of the shareholders,
in accordance with Section 902 of the California Corporations Code. The total
number of outstanding shares of the corporation is Ten Thousand Five Hundred
Twenty (10,520). The number of shares voting in favor of the amendment equalled
or exceeded the vote required, which percentage vote required was more than
fifty percent (50%).

      Each of the undersigned declares under penalty of perjury under the laws
of the State of California that the matters set forth in the foregoing
certificate are true and correct of his own knowledge.

DATED:  October 31, 1999

                                              /s/ J. Paul Holland,
                                              --------------------------------
                                              J. PAUL HOLLAND, M.D.,
                                              President

                                              /s/ James L. Jones, M.D.
                                              --------------------------------
                                              JAMES L. JONES, M.D.,
                                              Secretary

                                      -2-

EX-3.157

                                                                  Exhibit 3.157

                                     BYLAWS
                                       OF

                AMERICAN EMERGENCY PHYSICIANS MEDICAL GROUP, INC.
                              A MEDICAL CORPORATION

                                    ARTICLE I

                                     OFFICES

     Section 1. PRINCIPAL OFFICES. The board of directors shall fix the location
of the principal office of the corporation at any place within or outside the
State of California. If the principal executive office is located outside this
state, and the corporation has one or more business offices in this state, the
board of directors shall fix and designate a principal business office in the
State of California.

     Section 2. OTHER OFFICES. The board of directors may at any time establish
branch or subordinate offices at any place or places where the corporation is
qualified to do business.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

     Section 1. PLACE OF MEETINGS. Meetings of shareholders shall be held at any
place within or outside the State of California designated by the board of
directors. In the absence of any such designation, shareholders' meetings shall
be held at the principal executive office of the corporation.

     Section 2. ANNUAL MEETING. The annual meeting of shareholders shall be held
during the month of MARCH in each year, the exact date and time of which shall
be designated by the board of directors. At each meeting, directors shall be
elected, and any other proper business may be transacted. In no event shall the
date of the annual meeting be more than 15 months since the last annual meeting
of the shareholders.

     Section 3. SPECIAL MEETING. A special meeting of the shareholders may be
called at any time by the board of directors, or by the chairman of the board,
or by the president, or by one or more shareholders holding shares in the
aggregate entitled to cast not less than 10% of the votes at that meeting.

     If a special meeting is called by any person or persons other than the
board of directors, the request shall be in writing, specifying the time of such
meeting and the general nature of the business proposed to be transacted, and
shall be delivered personally or sent by registered mail or by telegraphic or
other facsimile transmission to the chairman of the board, the president, any
vice president, or the secretary of the corporation. The officer receiving the
request shall cause notice to be promptly given to the shareholders entitled to
vote, in accordance with the provisions of Sections 4 and 5 of this Article II,
that a meeting will be held at the time requested



by the person or persons calling the meeting, not less than thirty-five (35) nor
more than sixty (60) days after the receipt of the request. If the notice is not
given within twenty (20) days after receipt of the request, the person or
persons requesting the meeting may give the notice. Nothing contained in this
paragraph of this Section 3 shall be construed as limiting, fixing or affecting
the time when a meeting of the shareholders called by action of the board of
directors may be held.

     Section 4. NOTICE OF SHAREHOLDERS' MEETINGS. All notices of meetings of
shareholders shall be sent or otherwise given in accordance with Section 5 of
this Article II not less than ten (10) nor more than sixty (60) days before the
date of the meeting. The notice shall specify the place, date and hour of the
meeting and (i) in the case of a special meeting, the general nature of the
business to be transacted, or (ii) in the case of the annual meeting, those
matters which the board of directors, at the time of giving the notice, intends
to present for action by the shareholders. The notice of any meeting at which
directors are to be elected shall include the name of any nominee or nominees
whom, at the time of the notice, management intends to present for election.

     If action is proposed to be taken at any meeting for approval of (i) a
contract or transaction in which a director has a direct or indirect financial
interest, pursuant to Section 310 of the Corporations Code of California, (ii)
an amendment of the articles of incorporation, pursuant to Section 902 of that
Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of
that code, (iv) a voluntary dissolution of the corporation, pursuant to Section
1900 of that Code, or (v) a distribution in dissolution other than in accordance
with the rights of outstanding preferred shares, pursuant to Section 2007 of
that Code, the notice shall also state the general nature of that proposal.

     Section 5. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any
meeting of shareholders shall be given either personally or by first-class mail
or telegraphic or other written communication, charges prepaid, addressed to the
shareholder at the address of that shareholder appearing on the books of the
corporation or given by the shareholder to the corporation for the purpose of
notice. If no such address appears on the corporation's books or is given,
notice shall be deemed to have been given if sent to that shareholder by
first-class mail or telegraphic or other written communication to the
corporation's principal executive office, or if published at least once in a
newspaper of general circulation in the county where that office is located.
Notice shall be deemed to have been given at the time when delivered personally
or deposited in the mail or sent by telegram or other means of written
communication.

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

     An affidavit of the mailing or other means of giving any notice of any
shareholders' meeting shall be executed by the secretary, assistant secretary,
or any transfer agent of the


                                        2



corporation giving the notice, and shall be filed and maintained in the minute
book of the corporation.

     Section 6. QUORUM. The presence in person or by proxy of the holders of a
majority of the shares entitled to vote at any meeting of shareholders shall
constitute a quorum for the transaction of business. The shareholders present at
a duly called or held meeting at which a quorum is present may continue to do
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum, if any action taken (other than
adjournment) is approved by at least a majority of the shares required to
constitute a quorum.

     Section 7. ADJOURNED MEETING; NOTICE. Any shareholders' meeting, annual or
special, whether or not a quorum is present, may be adjourned from time to time
by the vote of the majority of the shares represented at the meeting, either in
person or by proxy, but in the absence of a quorum, no other business may be
transacted at that meeting, except as provided in Section 6 of this Article II.

     When any meeting of shareholders, either annual or special, is adjourned to
another time or place, notice need not be given of the adjourned meeting if the
time and place are announced at a meeting at which the adjournment is taken,
unless a new record date for the adjourned meeting is fixed, or unless the
adjournment is for more than forty-five (45) days from the date set for the
original meeting, in which case the board of directors shall set a new record
date. Notice of any such adjourned meeting shall be given to each shareholder of
record entitled to vote at the adjourned meeting in accordance with the
provisions of Sections 4 and 5 of this Article II. At any adjourned meeting the
corporation may transact any business which might have been transacted at the
original meeting.

     Section 8. VOTING. The shareholders entitled to vote at any meeting of
shareholders shall be determined in accordance with the provisions of Section 11
of this Article II, subject to the provisions of Sections 702 to 704, inclusive,
of the Corporations Code of California (relating to voting shares held by
fiduciary, in the name of a corporation, or in joint ownership). The
shareholders' vote may be by voice vote or by ballot; provided, however, that
any election for directors must be by ballot if demanded by any shareholder
before the voting has begun. On any matter other than elections of directors,
any shareholder may vote part of the shares in favor of the proposal and refrain
from voting the remaining shares or vote them against the proposal, but, if the
shareholder fails to specify the number of shares which the shareholder is
voting affirmatively, it will be conclusively presumed that the shareholder's
approving vote is with respect to all shares that the shareholder is entitled to
vote. If a quorum is present, the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on any matter (other than the
election of directors) shall be the act of the shareholders, unless the vote of
a greater number or voting by classes is required by California General
Corporation Law or by the articles of incorporation.

     At a shareholders' meeting at which directors are to be elected, no
shareholder shall be entitled to cumulate votes (i.e., cast for any one or more
candidates a number of votes greater than the number of shareholder's shares)
unless the candidates' names have been placed in nomination prior to
commencement of the voting and a shareholder has given notice prior to
commencement of the voting of the shareholder's intention to cumulate votes. If
any


                                        3



shareholder has given such a notice, then every shareholder entitled to vote may
cumulate votes for candidates in nomination and give one candidate a number of
votes equal to the number of directors to be elected multiplied by the number of
votes to which that shareholder's shares are entitled or distribute the
shareholder's votes on the same principle among any or all of the candidates as
the shareholder thinks fit. The candidates receiving the highest number of
votes, up to the number of directors to be elected, shall be elected.

     Section 9. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. The
transactions of any meeting of shareholders either annual or special, however
called and noticed, and wherever held, shall be as valid as though had at a
meeting duly held after regular call and notice, if a quorum be present either
in person or by proxy, and if, either before or after the meeting, each person
entitled to vote, who was not present in person or by proxy, signs a written
waiver of notice or a consent to a holding of the meeting, or an approval of the
minutes. The waiver of notice or consent need not specify either the business to
be transacted or the purpose of any annual or special meeting of shareholders,
except that if action is taken or proposed to be taken for approval of any of
those matters specified in the second paragraph of Section 4 of this Article II,
the waiver of notice or consent shall state the general nature of the proposal.
All such waivers, consents or approvals shall be filed with the corporate
records or made a part of the minutes of the meeting.

     Attendance by a person at a meeting shall also constitute a waiver of
notice of that meeting, except when the person objects, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened, and except that attendance at a meeting is not a waiver of
any right to object to the consideration of matters not included in the notice
of the meeting if that objection is expressly made at the meeting.

     Section 10. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any
action which may be taken at any annual or special meeting of the shareholders
may be taken without a meeting and without prior notice, if a consent in
writing, setting forth the action so taken, is signed by the holders of
outstanding shares having not less than the minimum number of votes that would
be necessary to authorize or take that action at a meeting at which all shares
entitled to vote on that action were present and voted. In the case of election
of directors, such a consent shall be effective only if signed by the holders of
all outstanding shares entitled to vote for the election of directors; provided,
however, that a director may be elected at any time to fill a vacancy on the
board of directors that has not been filled by the directors, by the written
consent of the holder of a majority of the outstanding shares entitled to vote
for the election of directors. All such consents shall be filed with the
secretary of the corporation and shall be maintained in the corporate records.
Any shareholder giving a written consent, or the shareholder's proxy holders, or
a transferee of the shares or a personal representative of the shareholder or
their respective proxy holders, may revoke the consent by a writing received by
the secretary of the corporation before written consent of the number of shares
required to authorize the proposed action have been filed with the secretary.

     If the consents of all shareholders entitled to vote have not been
solicited in writing, and if the unanimous written consent of all such
shareholders shall not have been received, the secretary shall give prompt
notice of the corporate action approved by the shareholders without a meeting.
This notice shall be given in the manner specified in Section 5 of this Article
II. In the


                                        4



case of approval of (i) contracts or transactions in which a director has a
direct or indirect financial interest, pursuant to Section 310 of the
Corporations Code of California, (ii) indemnification of agents of the
corporation, pursuant to Section 317 of that Code, (iii) a reorganization of the
corporation, pursuant to Section 1201 of that Code, and (iv) a distribution in
dissolution other than in accordance with the rights of outstanding preferred
shares, pursuant to Section 2007 of that Code, the notice shall be given at
least ten (10) days before the consummation of any action authorized by that
approval.

     Section 11. RECORD DATE FOR SHAREHOLDER NOTICE, VOTING, AND GIVING
CONSENTS. For purposes of determining the shareholders entitled to notice of any
meeting or to vote or entitled to give consent to corporate action without a
meeting, the board of directors may fix, in accordance, a record date, which
shall not be more than sixty (60) days nor less then ten (10) days before the
date of any such meeting nor more than sixty (60) days before any such action
without a meeting, and in this event only shareholders of record on the date so
fixed are entitled to notice and to vote or to give consents, as the case may
be, notwithstanding any transfer of any shares on the books of the corporation
after the record date, except as otherwise provided in the California General
Corporation Law.

     If the board of directors does not so fix a record date:

     (a) The record date for determining shareholders entitled to notice of or
to vote at a meeting of shareholders shall be at the close of business on the
business day next preceding the day on which notice is given or, if notice is
waived, at the close of business on the business day next preceding the day on
which the meeting is held.

     (b) The record date for determining shareholders entitled to give consent
to corporate action in writing without a meeting, (i) when no prior action by
the board has been taken, shall be at the close of business on the day on which
the board adopts the resolution relating to that action, or the sixtieth (60th)
day before the date of such other action, whichever is later.

     Section 12. PROXIES. Every person entitled to vote for directors or on any
other matter shall have the right to do so either in person or by one or more
agents authorized by a written proxy signed by the person and filed with the
secretary of the corporation. A proxy shall be deemed signed if the
shareholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission, or otherwise) by the shareholder or the
shareholder's attorney in fact. A validly executed proxy which does not state
that it is irrevocable shall continue in full force and effect unless (i)
revoked by the person executing it, before the vote pursuant to that proxy by a
writing delivered to the corporation stating that the proxy is revoked, or by a
subsequent proxy executed by, or attendance at the meeting and voting in person
by, the person executing the proxy; or (ii) written notice of the death or
incapacity of the maker of that proxy is received by the corporation before the
vote pursuant to that proxy is counted; provided, however, that no proxy shall
be valid after the expiration of eleven (11) months from the date of the proxy,
unless otherwise provided in the proxy. The revocability of a proxy that states
on its face that it is irrevocable shall be governed by the provisions of
Sections 705(e) and 705(f) of the Corporations Code of California.


                                        5



     Section 13. INSPECTORS OF ELECTION. Before any meeting of shareholders, the
board of directors may appoint any persons other than nominees for office to act
as inspectors of election at the meeting or its adjournment. If no inspectors of
election are so appointed, the chairman of the meeting may, and on the request
of any shareholder or a shareholder's proxy shall, appoint inspectors of
election at the meeting. The number of inspectors shall be either one (1) or
three (3). If inspectors are appointed at a meeting on the request of one or
more shareholders or proxies, the holders of a majority of shares or their
proxies present at the meeting shall determine whether one (1) or three (3)
inspectors are to be appointed. If any person appointed as inspector fails to
appear or fails or refuses to act, the chairman of the meeting may, and upon the
request of any shareholder or a shareholder's proxy shall, appoint a person to
fill that vacancy.

     These inspectors shall:

     (a) Determine the number of shares outstanding and the voting power of
each, the shares represented at the meeting, the existence of a quorum, and the
authenticity, validity, and effect of proxies;

     (b) Receive votes, ballots, or consents;

     (c) Hear and determine all challenges and questions in any way arising in
connection with the right to vote;

     (d) Count and tabulate all votes or consents;

     (e) Determine when the polls shall close;

     (f) Determine the result; and

     (g) Do any other act that may be proper to conduct the election or vote
with fairness to all shareholders.

                                   ARTICLE III

                                    DIRECTORS

     Section 1. POWERS. Subject to the provisions of the California General
Corporation Law and any limitations in the articles of incorporation and these
bylaws relating to action required to be approved by the shareholders or by the
outstanding shares, the business and affairs of the corporation shall be managed
and all corporate powers shall be exercised by or under the direction of the
board of directors.

     Without prejudice to these general powers, and subject to the same
limitations, the directors shall have the power to:

     (a) Select and remove all officers, agents, and employees of the
corporation; prescribe any powers and duties for them that are consistent with
law, with the articles of


                                        6



incorporation, and with these bylaws; fix their compensation; and require from
them security for faithful service.

     (b) Change in the principal executive office or the principal business
office in the State of California from one location to another; cause the
corporation to be qualified to do business in any other state, territory,
dependency, or country and conduct business within or without the State of
California; and designate any place within or without the State of California
for the holding of any shareholders' meeting, or meetings, including annual
meetings.

     (c) Adopt, make, and use a corporate seal; prescribe the forms of
certificates of stock; and alter the form of the seal and certificates.

     (d) Authorize the issuance of shares of stock of the corporation on any
lawful terms, in consideration of money paid, labor done, services actually
rendered, debts or securities cancelled, or tangible or intangible property
actually received;

     (e) Borrow money and incur indebtedness on behalf of the corporation, and
cause to be executed and delivered for the corporation's purposes, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations, and other evidences of debt and securities.

     Section 2. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number of
directors shall be five (5) until changed by a duly adopted amendment to the
articles of incorporation or by an amendment to this bylaw adopted by the vote
or written consent of holders of a majority of the outstanding shares entitled
to vote; provided, however, that an amendment reducing the number of directors
to a number less than five (5) cannot be adopted if the votes cast against its
adoption at a meeting, or the shares not consenting in the case of action by
written consent, are equal to more than 16-2/3% of the outstanding shares
entitled to vote.

     Section 3. ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall be
elected at each annual meeting of the shareholders to hold office until the next
annual meeting. Each director, including a director elected to fill a vacancy,
shall hold office until the expiration of the term for which elected and until a
successor has been elected and qualified.

     Section 4. VACANCIES. Vacancies in the board of directors may be filled by
a majority of the remaining directors, though less than a quorum, or by a sole
remaining director, except that a vacancy created by the removal of a director
by the vote or written consent of the shareholders or by court order may be
filled only by the vote of a majority of the shares entitled to vote represented
at a duly held meeting at which a quorum is present, or by the written consent
of the holders of a majority of the outstanding shares entitled to vote. Each
director so elected shall hold office until the next annual meeting of the
shareholders and until a successor has been elected and qualified.

     A vacancy or vacancies in the board of directors shall be deemed to exist
in the event of the death, resignation, or removal of any director, or if the
board of directors by resolution declares vacant the office of a director who
has been declared of unsound mind by an order of court or convicted of a felony,
or if the authorized number of directors is increased, or if the


                                        7



shareholders fail, at any meeting of shareholders at which any director or
directors are elected, to elect the number of directors to be voted for at that
meeting.

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

     Any director may resign effective on giving written notice to the chairman
of the board, the president, the secretary, or the board of directors, unless
the notice specifies a later time for that resignation to become effective. If
the resignation of a director is effective at a future time, the board of
directors may elect a successor to take office when the resignation becomes
effective.

     No reduction of the authorized number of directors shall have the effect of
removing any director before that director's term of office expires; provided,
however, the entire Board of Directors or any individual director may be removed
from office in the manner provided by law. A director, other than the sole
shareholder-director, who becomes a disqualified person as defined in Section
13401(d) of the California Corporations Code shall cease to be a director upon
the effective date of his or her disqualification (unless he or she shall have
sooner resigned) and his or her office shall be vacant until filled as provided
in this Section.

     Section 5. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. Regular meetings of
the board of directors may be held at any place within or outside the State of
California that has been designated from time to time by resolution of the
board. In the absence of such a designation, regular meetings shall be held at
the principal executive office of the corporation. Special meetings of the board
shall be held at any place within or outside the State of California that has
been designated in the notice of the meeting or, if not stated in the notice or
there is no notice, at the principal executive office of the corporation. Any
meeting, regular or special, may be held by conference telephone or similar
communication equipment, so long as all directors participating in the meeting
can hear one another, and all such directors shall be deemed to be present in
person at the meeting.

     Section 6. ANNUAL MEETING. Immediately following each annual meeting of
shareholders, the board of directors shall hold a regular meeting for the
purpose of organization, any desired election of officers, and the transaction
of other business. Notice of this meeting shall not be required.

     Section 7. OTHER REGULAR MEETINGS. Other regular meetings of the board of
directors shall be held without call at such time as shall from time to time be
fixed by the board of directors. Such regular meetings may be held without
notice. Unless dispensed with by action of the board, a regular meeting of the
board shall be held on the 2nd Thursday of March, June, September and December
of each year, the exact date and time of which shall be set by the chairman of
the board, or if he fails to do so by the president, by the secretary, any vice
president or any two directors.


                                        8



     Section 8. SPECIAL MEETINGS. Special meetings of the board of directors for
any special purpose or purposes may be called at any time by the chairman of the
board or the president or any vice president or the secretary or any two
directors.

     Notice of the time and place of special meetings shall be delivered
personally or by telephone to each director or sent by first-class mail or
telegram, charges prepaid, addressed to each director at that director's address
as it is shown on the records of the corporation. In case the notice is mailed,
it shall be deposited in the United States mail at least four (4) days before
the time of holding of the meeting. In case the notice is delivered personally,
or by telephone or telegram, it shall be delivered personally or by telephone or
to the telegraph company at least forty-eight (48) hours before the time of the
holding of the meeting. Any oral notice given personally or by telephone may be
communicated either to the director or to a person at the office of the director
who the person giving the notice has reason to believe will promptly communicate
it to the director. The notice need not specify the purpose of the meeting nor
the place if the meeting is to be held at the principal executive office of the
corporation.

     Section 9. QUORUM. A majority of the authorized number of directors shall
constitute a quorum for the transaction of business, except to adjourn as
provided in Section 11 of this Article III. Every act or decision done or made
by a majority of the directors present at a meeting duly held at which a quorum
is present shall be regarded as the act of the board of directors, subject to
the provisions of Section 310 of the Corporations Code of California ( as to
approval of contracts or transactions in which a director has a direct or
indirect material financial interest), Section 311 of that Code (as to
appointment of committees), and Section 317(e) of that Code (as to
indemnification of directors), and subject to the following limitations:

     (a) The authorization for the issuance of shares of stock of the
corporation shall be approved by the affirmative vote of 75% or more of the
authorized number of directors of the corporation;

     (b) The act or decision to terminate the employment of any employee of the
corporation who is also a shareholder of the corporation shall be approved by
the affirmative vote of 75% or more of the authorized number of directors of the
corporation; and

     (c) The adoption of a new bylaw or amendment of a bylaw reducing the
super-majority requirements of the affirmative vote of 75% or more of the
authorized number of directors of the corporation as required by subsections (a)
or (b) of this Section 9 of this Article III shall be approved by the
affirmative vote of the authorized number of directors of the corporation.

A meeting at which a quorum is initially present may continue to transact
business notwithstanding the withdrawal of directors, if any action taken is
approved by at least a majority of the required quorum for that meeting.

     Section 10. WAIVER OF NOTICE. The transaction of any meeting of the board
of directors, however called and noticed or wherever held, shall be as valid as
though had at a meeting duly held after regular call and notice if a quorum is
present and if, either before or after the meeting, each of the directors not
present signs a written waiver of notice, a consent to


                                        9



holding the meeting or an approval of the minutes. The waiver of notice or
consent need not specify the purpose of the meeting. All such waivers, consents,
and approvals shall be filed with the corporate records or made a part of the
minutes of the meeting. Notice of a meeting shall also be deemed given to any
director who attends the meeting without protesting before or at its
commencement, the lack of notice to that director.

     Section 11. ADJOURNMENT. A majority of the directors present, whether or
not constituting a quorum, may adjourn any meeting to another time and place.

     Section 12. NOTICE OF ADJOURNMENT. Notice of the time and place of holding
an adjourned meeting need not be given, unless the meeting is adjourned for more
than twenty-four hours, in which case notice of the time and place shall be
given before the time of the adjourned meeting, in the manner specified in
Section 8 of this Article III, to the directors who were not present at the time
of the adjournment.

     Section 13. ACTION WITHOUT MEETING. Any action required or permitted to be
taken by the board of directors may be taken without a meeting, if all members
of the board shall individually or collectively consent in writing to that
action. Such action by written consent shall have the same force and effect as a
unanimous vote of the board of directors. Such written consent or consents shall
be filed with the minutes of the proceedings of the board.

     Section 14. FEES AND COMPENSATION OF DIRECTORS. Directors and members of
committees may receive such compensation, if any, for their services, and such
reimbursement of expenses, as may be fixed or determined by resolution of the
board of directors. This Section 14 shall not be construed to preclude any
director from serving the corporation in any other capacity as an officer,
agent, employee, or otherwise, and receiving compensation for those services.

                                   ARTICLE IV

                                   COMMITTEES

     Section 1. COMMITTEES OF DIRECTORS. The board of directors may, by
resolution adopted by a majority of the authorized number of directors,
designate one or more committees, each consisting of two or more directors, to
serve at the pleasure of the board. The board may designate one or more
directors as alternate members of any committee, who may replace any absent
member at any meeting of the committee. Any committee, to the extent provided in
the resolution of the board, shall have all the authority of the board, except
with respect to:

     (a) the approval of any action which, under the General Corporation Law of
California, also requires shareholders' approval or approval of the outstanding
shares;

     (b) the filling of vacancies on the board of directors or in any committee;

     (c) the fixing of compensation of the directors for serving on the board or
any committee;

     (d) the amendment or repeal of bylaws or the adoption of new bylaws;


                                       10



     (e) the amendment or repeal of any resolution of the board of directors
which by its express terms is not so amendable or repealable;

     (f) a distribution to the shareholders of the corporation, except at a rate
or in a periodic amount or within a price range determined by the board of
directors; or

     (g) the appointment of any other committees of the board of directors or
the members of these committees.

     Section 2. MEETINGS AND ACTION OF COMMITTEES. Meetings and action of
committees shall be governed by, and held and taken in accordance with, the
provisions of Article III of these bylaws, Section 5 (place of meetings), 7
(regular meetings), 8 (special meetings and notice), 9 (quorum), 10 (waiver of
notice), 11 (adjournment), 12 (notice of adjournment), and 13 (action without
meeting), with such changes in the context of these bylaws as are necessary to
substitute the committee and its members for the board of directors and its
members, except that the time of regular meetings of committees may be
determined either by resolution of the board of directors or by resolution of
the committee; special meetings of committees may also be called by resolution
of the board of directors; and notice of special meetings of committees shall
also be given to all alternate members, who shall have the right to attend all
meetings of the committee. The board of directors may adopt rules for the
government of any committee not inconsistent with the provisions of these
bylaws.

                                    ARTICLE V

                                    OFFICERS

     Section 1. OFFICERS. The officers of the corporation shall be a president,
a secretary, and a chief financial officer. The corporation may also have, at
the discretion of the board of directors, a chairman of the board, one or more
vice presidents, one or more assistant secretaries, one or more assistant
treasurers, and such other officers as may be appointed in accordance with the
provisions of Section 3 of this Article V. Any number of offices may be held by
the same person.

     Section 2. ELECTION OF OFFICERS. The officers of the corporation, except
such officers as may be appointed in accordance with the provisions of Section 3
or Section 5 of this Article V, shall be chosen by the board of directors, and
each shall serve at the pleasure of the board, subject to the rights, if any, of
an officer under any contract of employment.

     Section 3. SUBORDINATE OFFICERS. The board of directors may appoint, and
may empower the president to appoint, such other officers as the business of the
corporation may require, each of whom shall hold office for such period, have
such authority and perform such duties as are provided in the bylaws or as the
board of directors may from time to time determine.

     Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights, if
any, of an officer under any contract of employment, any officer may be removed,
either with or without cause, by the board of directors, at any regular or
special meeting of the board, or, except


                                       11



in case of an officer chosen by the board of directors, by any officer upon whom
such power of removal may be conferred by the board of directors.

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

     Section 5. VACANCIES IN OFFICE. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in these bylaws for regular appointments to that office.

     Section 6. CHAIRMAN OF THE BOARD. The chairman of the board, if such an
officer be elected, shall, if present, preside at meetings of the board of
directors and exercise and perform such other powers and duties as may be from
time to time assigned to him by the board of directors or prescribed by the
bylaws. If there is no president, the chairman of the board shall in addition be
the chief executive officer of the corporation and shall have the powers and
duties prescribed in Section 7 of this Article V.

     Section 7. PRESIDENT. Subject to such supervisory powers, if any, as may be
given by the board of directors to the chairman of the board, if there be such
an officer, the president shall be the chief executive officer of the
corporation and shall, subject to the control of the board of directors, have
general supervision, direction, and control of the business and the officers of
the corporation. He shall preside at all meetings of the shareholders and, in
the absence of the chairman of the board, or if there be none, at all meetings
of the board of directors. He shall have the general powers and duties of
management usually vested in the office of president of a corporation, and shall
have such other powers and duties as may be prescribed by the board of directors
or the bylaws.

     Section 8. VICE PRESIDENT. In the absence or disability of the president,
the vice presidents, if any, in order of their rank as fixed by the board of
directors or, if not ranked, a vice president designated by the board of
directors, shall perform all the duties of the president, and when so acting
shall have all the powers of, and be subject to all the restrictions upon, the
president. The vice presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by the
board of directors or the bylaws, and the president, or the chairman of the
board.

     Section 9. SECRETARY. The secretary shall keep or cause to be kept, at the
principal executive office or such other place as the board of directors may
direct, a book of minutes of all meetings and actions of directors, committees
of directors, and shareholders, with the time and place of holding, whether
regular or special, and, if special, how authorized, the notice given, the names
of those present at directors' meetings or committee meetings, the number of
shares present or represented at shareholders' meetings, and the proceedings.

     The secretary shall keep, or cause to be kept, at the principal executive
office or at the office of the corporations transfer agent or registrar, as
determined by resolution of the board of


                                       12



directors, a share register, or a duplicate share register, showing the names of
all shareholders and their addresses, the number and classes of shares held by
each, the number and date of certificates issued for the same, and the number
and date of cancellation of every certificate surrendered for cancellation.

     The secretary shall give, or cause to be given, notice of all meetings of
the shareholders and of the board of directors required by the bylaws or by law
to be given, and he shall keep the seal of the corporation if one be adopted, in
safe custody, and shall have such other powers and perform such other duties as
may be prescribed by the board of directors or by the bylaws.

     Section 10. CHIEF FINANCIAL OFFICER. The chief financial officer shall keep
and maintain, or cause to be kept and maintained, adequate and correct books and
records of accounts of the properties and business transactions of the
corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, retained earnings, and shares. The books
of account shall at all reasonable times be open to inspection by any director.

     The chief financial officer shall deposit all moneys and other valuables in
the name and to the credit of the corporation with such depositories as may be
designated by the board of directors. He shall disburse the funds of the
corporation as may be ordered by the board of directors, shall render to the
president and directors, whenever they request it, an account of all of his
transactions as chief financial officer and of the financial condition of the
corporation, and shall have other powers and perform such other duties as may be
prescribed by the board of directors or the bylaws.

                                   ARTICLE VI

                               INDEMNIFICATION OF
                    OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS

     Section 1. RIGHT TO INDEMNIFICATION. Each person who was or is a party or
is threatened to be made a party to or is involved (as a party, witness, or
otherwise), in any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative (hereafter
a "Proceeding"), by reason of the fact that he, or a person of whom he is the
legal representative, is or was a director, officer, employee, or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, or other enterprise, or was a
director, officer, employee or agent of a foreign or domestic corporation that
was a predecessor corporation of the corporation or of another enterprise at the
request of such predecessor corporation, including service with respect to
employee benefit plans, whether the basis of the Proceeding is alleged action in
an official capacity as a director, officer, employee, or agent or in any other
capacity while service as a director, officer, employee, or agent (hereafter an
"Agent"), shall be indemnified and held harmless by the corporation to the
fullest extent authorized by statutory and decisional law, as the same exists or
may hereafter be interpreted or amended (but, in the case of any such amendment
or interpretation, only to the extent that such amendment or interpretation
permits the corporation to provide broader indemnification rights than were
permitted prior thereto) against all expenses, liability, and loss (including
attorney's fees, judgments, fines, ERISA excise taxes and penalties, amounts
paid or


                                       13



to be paid in settlement, any interest, assessments, or other charges imposed
thereon, and any federal, state, local, or foreign taxes imposed on any Agent as
a result of the actual or deemed receipt of any payments under this Article)
reasonably incurred or suffered by such person in connection with investigating,
defending, being a witness in, or participating in (including the appeal), or
preparing for any of the foregoing in, any Proceeding (hereafter "Expenses");
provided, however, that except as to actions to enforce indemnification rights
pursuant to Section 3. of this ARTICLE VI, the corporation shall indemnify any
Agent seeking indemnification in connection with a Proceeding (or part thereof)
initiated by such person only if the Proceeding (or part thereof) was authorized
by the Board of Directors of the corporation.

The right to indemnification conferred in this Article shall be a contract
right. It is the corporation's intention that these bylaws provide
indemnification in excess of that expressly permitted by Section 317 of the
California General Corporation Law, as authorized by the corporation's Articles
of Incorporation.

     Section 2. AUTHORITY TO ADVANCE EXPENSES. Expenses incurred by an officer
or director (acting in his capacity as such) in defending a Proceeding shall be
paid by the corporation in advance of the final disposition of such Proceeding,
provided, however, that if required by the California General Corporation Law,
as amended, such Expenses shall be advanced only upon delivery to the
corporation of an undertaking by or on behalf of such director or officer to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the corporation as authorized in this Article or otherwise.
Expenses incurred by other Agents of the corporation (or by the directors or
officers not acting in their capacity as such, including service with respect to
employee benefit plans) may be advanced upon the receipt of a similar
undertaking, if required by law, and upon such other terms and conditions as the
Board of Directors deems appropriate. Any obligations to reimburse the
corporation for Expense advances shall be unsecured and no interest shall be
charged thereon.

     Section 3. RIGHT OF CLAIMANT TO BRING SUIT. If a claim under Section 1. or
2. of this ARTICLE VI is not paid in full by the corporation within thirty (30)
days after a written claim has been received by the corporation, the claimant
may at any time thereafter bring suit against the corporation to recover the
unpaid amount of the claim and, if successful in whole or in part, the claimant
shall be entitled to be paid also the expense (including attorney's fees) of
prosecuting such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending a
Proceeding in advance of its final disposition where the required undertaking
has been tendered to the corporation) that the claimant has not met the
standards of conduct that make it permissible under the California General
Corporation Law for the corporation to indemnify the claimant for the amount
claimed. The burden of proving such a defense shall be on the corporation.
Neither the failure of the corporation (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is
proper under the circumstances because he has met the applicable standard of
conduct set forth in the California General Corporation Law, nor an actual
determination by the corporation (including its Board of Directors, independent
legal counsel, or its stockholders) that the claimant had not met such
applicable standard of conduct, shall be a defense to the action or create a
presumption that claimant has not met the applicable standard of conduct.


                                       14



     Section 4. PROVISIONS NONEXCLUSIVE. The rights conferred on any person by
this Article shall not be exclusive of any other rights that such person may
have or hereafter acquire under any statute, provision of the Articles of
Incorporation, agreement, vote of stockholders or disinterested directors, or
otherwise, both as to action in an official capacity and as to action on another
capacity while holding such office. To the extent that any provision of the
Articles, agreement, or vote of the stockholders or disinterested directors is
inconsistent with these bylaws, the provision, agreement, or vote shall take
precedence.

     Section 5. AUTHORITY TO INSURE. The corporation may purchase and maintain
insurance to protect itself and any Agent against any Expense asserted against
or incurred by such person, whether or not the corporation would have the power
to indemnify the Agent against such Expense under applicable law or the
provisions of this Article, provided that, in cases where the corporation owns
all or a portion of the shares of the company issuing the insurance policy, the
company and/or the policy must meet one of the two sets of conditions set forth
in Section 317 of the California General Corporation Law, as amended.

     Section 6. SURVIVAL OF RIGHTS. The rights provided by this Article shall
continue as to a person who has ceased to be an Agent and shall inure to the
benefit of the heirs, executors, and administrators of such person.

     Section 7. SETTLEMENT OF CLAIMS. The corporation shall not be liable to
indemnify any Agent under this Article (a) for any amounts paid in settlement of
any action or claim effected without the corporation's written consent, which
consent shall not be unreasonably withheld; or (b) for any judicial award, if
the corporation was not given a reasonable and timely opportunity, at its
expense, to participate in the defense of such action.

     Section 8. EFFECT OF AMENDMENT. Any amendment, repeal, or modification of
this Article shall not adversely affect any right or protection of any Agent
existing at the time of such amendment, repeal, or modification.

     Section 9. SUBROGATION. In the event of payment under this Article, the
corporation shall be subrogated to the extent of such payment to all of the
rights of recovery of the Agent, who shall execute all papers required and shall
do everything that may be necessary to secure such rights, including the
execution of such documents necessary to enable the corporation effectively to
bring suit to enforce such rights.

     Section 10. DUPLICATION OF PAYMENTS. The corporation shall not be liable
under this Article to make any payment in connection with any claim made against
the Agent to the extent the Agent has otherwise actually received payment (under
any insurance policy, agreement, vote, or otherwise) of the amounts otherwise
indemnifiable hereunder.

                                   ARTICLE VII

                               RECORDS AND REPORTS

     Section 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER. The corporation
shall keep at its principal executive office, or at the office of its transfer
agent or registrar, if either be appointed and as determined by resolution of
the board of directors, a


                                       15



record of its shareholders, giving the names and addresses of all shareholders
and the number and class of shares held by each shareholder.

     A shareholder or shareholders of the corporation holding at least five
percent (5%) in the aggregate of the outstanding voting shares of the
corporation may (i) inspect and copy the records of shareholders' names and
addresses and shareholdings during usual business hours on five days prior
written demand on the corporation, and (ii) obtain from the transfer agent of
the corporation, on written demand and on the tender of such transfer agent's
usual charges for such list, a list of the shareholders' names and addresses,
who are entitled to vote for the election of directors, and their shareholdings,
as of the most recent record date for which that list has been compiled or as of
a date specified by the shareholder after the date of demand. This list shall be
made available to any such shareholder by the transfer agent on or before the
later of five (5) days after the demand is received or the date specified in the
demand as the date as of which the list is to be compiled. The record of
shareholders shall also be open to inspection on the written demand of any
shareholders shall also be open to inspection on the written demand of any
shareholder or holder of a voting trust certificate, at any time during usual
business hours, for a purpose reasonably related to the holder's interests as a
shareholder or as the holder of a voting trust certificate. Any inspection and
copying under this Section 1 may be made in person or by an agent or attorney of
the shareholder or holder of a voting trust certificate making the demand.

     Section 2. MAINTENANCE AND INSPECTION OF BYLAWS. The corporation shall keep
at its principal executive office, or if its principal business office is not in
this state, the original or a copy of the bylaws as amended to date, which shall
be open to inspection by the shareholders at all reasonable times during office
hours. If the principal executive office of the corporation is outside the State
of California and the corporation has no principal business office in this
state, the secretary shall, upon the written request of any shareholder, furnish
to that shareholder a copy of the bylaws as amended to date.

     Section 3. MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS. The
accounting books and records and minutes of proceedings of the shareholders and
the board of directors and any committee or committees of the board of directors
shall be kept at such place or places designated by the board of directors, or,
in the absence of such designation, at the principal executive office of the
corporation. The minutes shall be kept in written form and the accounting books
and records shall be kept either in written form or in any other form capable of
being converted into written form. The minutes and accounting books and records
shall be open to inspection upon the written demand of any shareholder or holder
of a voting trust certificate, at any reasonable time during usual business
hours, for a purpose reasonably related to the holder's interests as a
shareholder or as the holder of a voting trust certificate. The inspection may
be made in person or by an agent or attorney, and shall include the right to
copy and make extracts. These rights of inspection shall extend to the records
of each subsidiary corporation of the corporation.

     Section 4. INSPECTION BY DIRECTORS. Every director shall have the absolute
right at any reasonable time to inspect all books, records, and documents of
every kind and the physical properties of the corporation and each of its
subsidiary corporations. This inspection by a director may be made in person or
by an agent or attorney and the right of inspection includes the right to copy
and make extracts of documents.


                                       16



     Section 5. ANNUAL REPORT TO SHAREHOLDERS. The annual report to shareholders
referred to in Section 1501 of the California General Corporation Law is
expressly dispensed with, but nothing herein shall be interpreted as prohibiting
the board of directors from issuing annual or other periodic reports to the
shareholders of the corporation as they consider appropriate.

     Section 6. FINANCIAL STATEMENTS. A copy of any annual financial statement
and any income statement of the corporation for each quarterly period of each
fiscal year, and any accompanying balance sheet of the corporation as of the end
of each such period, that has been prepared by the corporation shall be kept on
file in the principal executive office of the corporation for twelve (12) months
and each such statement shall be exhibited at all reasonable times to any
shareholder demanding an examination of any such statement or a copy shall be
mailed to any such shareholder.

     If a shareholder or shareholders holding at least five percent (5%) of the
outstanding shares of any class of stock of the corporation makes a written
request to the corporation for an income statement of the corporation for the
three-month, six-month or nine-month period of the then current fiscal year
ended more than thirty (30) days before the date of the request, and a balance
sheet of the corporation as of the end of that period, the chief financial
officer shall cause that statement to be prepared, if not already prepared, and
shall deliver personally or mail that statement or statements to the person
making the request within thirty (30) days after the receipt of the request. If
the corporation has not sent to the shareholders its annual report for the last
fiscal year, this report shall likewise be delivered or mailed to the
shareholder or shareholders within thirty (30) days after the request.

     The corporation shall also, on the written request of any shareholder, mail
to the shareholder a copy of the last annual, semi-annual, or quarterly income
statement which it has prepared, and a balance sheet as of the end of that
period.

     The quarterly income statements and balance sheets referred to in this
section shall be accompanied by the report, if any, of any independent accounts
engaged by the corporation or the certificate of an authorized officer of the
corporation that the financial statements were prepared without audit from the
books and records of the corporation.

     Section 7. ANNUAL STATEMENT OF GENERAL INFORMATION. The corporation shall,
during the period commencing on August 1st and ending on December 31st in each
year, file with the Secretary of State of California, on the prescribed form, a
statement setting forth the authorized number of directors, the names and
complete business or residence addresses of the chief executive officer,
secretary, and chief financial officer, the street address of its principal
executive office or principal business office in this state, and the general
type of business constituting the principal business activity of the
corporation, together with a designation of the agent of the corporation for the
purpose of service of process, all in compliance with Section 1502 of the
Corporations Code of California.

                                  ARTICLE VIII

                 RESTRICTION ON OWNERSHIP AND TRANSFER OF SHARES


                                       17



     Section 1. ONLY LICENSED PERSONS SHALL OWN. No shares may be issued to any
person other than a licensed person as defined in Section 13401(c) of the
California Corporations Code or a medical corporation which renders professional
services if such medical corporation has only one shareholder who is a licensed
person as defined in Section 13401 of the California Corporations Code.

     Section 2. TRANSFER OF SHARES. A transfer or purported transfer of shares
of this corporation to any unlicensed person or in violation of the regulations
issued by the Board of Medical Quality Assurance shall be void.

     Section 3. SHARES OF DECEASED OR DISQUALIFIED SHAREHOLDER. When this
corporation has two or more shareholders and one of its shareholders dies or
becomes a disqualified person as defined in Section 13401(d) of the California
Corporations Code, his or her shares shall be sold and transferred to this
corporation, to one or more of the other shareholders of this corporation or to
other eligible licensed persons on such terms as are agreed upon. Such sale or
transfer shall not be later than six (6) months after any such death and not
later than ninety (90) days after the date the shareholder becomes a
disqualified person. If no such agreement shall be in effect, or, if in effect,
if such agreement shall be in dispute, in default, or unperformed, then upon the
last day for mandatory sale required by this Section 3, the corporation may
cancel all of such shares without the necessity of the physical surrender of the
certificates evidencing such shares and such deceased or disqualified
shareholder shall upon cancellation cease to be a shareholder of this
corporation. Nothing in this Section 3 shall in any way impair any of the rights
of any such disqualified shareholder or representative of any such deceased
shareholder to claim just compensation for the value of his or her shares.

     Section 4. REPURCHASE OF SHARES. This corporation may repurchase its own
shares without regard to any restrictions provided by law upon the repurchase of
shares, if at least one (1) share remains issued and outstanding.

     Section 5. PROHIBITED DISTRIBUTION TO SHAREHOLDERS. No income of the
corporation attributable to professional services rendered while any shareholder
is a disqualified person as defined in the Professional Corporations Act shall
in any manner be distributed or accrue to the benefit of such shareholder or his
or her shares in this corporation.

     Section 6. REPURCHASE BY A DISQUALIFIED PERSON -- SHARE CERTIFICATE LEGEND.
In the event any shareholder becomes a disqualified person and his or her shares
are transferred and sold to the corporation and/or its other shareholders, and
if the corporation and its shareholders agree that such shares may be resold to
such person if and when he or she becomes an eligible shareholder, then the
share certificates of the corporation shall contain an appropriate legend
setting forth such restrictions.

                                   ARTICLE IX

                            GENERAL CORPORATE MATTERS

     Section 1. RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING. For
purposes of determining the shareholders entitled to receive payment of any


                                       18



dividend or other distribution or allotment of any rights or entitled to
exercise any rights in respect of any other lawful action (other than action by
shareholders by written consent without a meeting), the board of directors may
fix, in advance, a record date, which shall not be more than sixty (60) days
before any such action, and in that case only shareholders of record on the date
so fixed are entitled to receive the dividend, distribution, or allotment of
rights or to exercise the rights, as the case may be, notwithstanding any
transfer of any shares on the books of the corporation after the record date so
fixed, except as otherwise provided in the California General Corporation Law.

     If the board of directors does not so fix a record date, the record date
for determining shareholders for any such purpose shall be at the close of
business on the day on which the board adopts the applicable resolution or the
sixtieth (60th) day before the date of that action, whichever is later.

     Section 2. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS. All checks, drafts,
or other orders for payment of money, notes, or other evidences of indebtedness,
issued in the name of or payable to the corporation, shall be signed or endorsed
by such person or persons and in such manner as, from time to time, shall be
determined by resolution of the board of directors.

     Section 3. CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The board of
directors, except as otherwise provided in these bylaws, may authorize any
officer or officers, agent or agents, to enter into any contract or execute any
instrument in the name of and on behalf of the corporation, and this authority
may be general or confined to specific instances; and, unless so authorized or
ratified by the board of directors or within the agency power of an officer, no
officer, agent, or employee shall have any power or authority to bind the
corporation by any contract or engagement or to pledge its credit or to render
it liable for any purpose or for any amount.

     Section 4. CERTIFICATES FOR SHARES. A certificate or certificates for
shares of the capital stock of the corporation shall be issued to each
shareholder when any of these shares are fully paid, and the board of directors
may authorize the issuance of certificates or shares as partly paid provided
that these certificates shall state the amount of the consideration to be paid
for them and the amount paid. All certificates shall be signed in the name of
the corporation by the chairman of the board or vice chairman of the board or
the president or vice president and by the chief financial officers or an
assistant treasurer or the secretary or any assistant secretary, certifying the
number of shares and the class or series of shares owned by the shareholder. Any
or all of the signatures on the certificate may be facsimile. In case any
officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed on a certificate shall have ceased to be that officer,
transfer agent, or registrar before that certificate is issued, it may be issued
by the corporation with the same effect as if that person were an officer,
transfer agent, or registrar at the date of issue.

     Section 5. LOST CERTIFICATES. Except as provided in this Section 5, no new
certificates for shares shall be issued to replace an old certificate unless the
latter is surrendered to the corporation and cancelled at the same time. The
board of directors may, in case any share certificate or certificate for any
other security is lost, stolen, or destroyed, authorize the issuance


                                       19



of a replacement certificate on such terms and conditions as the board may
require, including provision for indemnification of the corporation secured by a
bond or other adequate security sufficient to protect the corporation against
any claim that may be made against it, including any expense or liability, on
account of the alleged loss, theft, or destruction of the certificate or the
issuance of the replacement certificate.

     Section 6. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The chairman of
the board, the president, or any vice president, or any other person authorized
by resolution of the board of directors or by any of the foregoing designated
officers, is authorized to vote on behalf of the corporation any and all shares
of any other corporation or corporations, foreign or domestic, standing in the
name of the corporation. The authority granted to these officers to vote or
represent on behalf of the corporation any and all shares held by the
corporation in any other corporation or corporations may be exercised by any of
these officers in person or by any person authorized to do so by a proxy duly
executed by these officers.

     Section 7. CONSTRUCTION AND DEFINITIONS. Unless the context requires
otherwise, the general provisions, rules of construction, and definitions in the
California General Corporation Law shall govern the construction of these
bylaws. Without limiting the generality of this provision, the singular number
includes the plural, the plural number includes the singular, and the term
"person" includes both a corporation and a natural person.

                                    ARTICLE X

                                   AMENDMENTS

     Section 1. AMENDMENT BY SHAREHOLDERS. New bylaws may be adopted or these
bylaws may be amended or repealed by the vote or written consent of holders of a
majority of the outstanding shares entitled to vote; provided, however, that if
the articles of incorporation of the corporation set forth the number of
authorized directors of the corporation, the authorized number of directors of
the corporation may be changed only by an amendment of the articles of
incorporation, and further provided that the adoption of a new bylaw reducing
the super-majority requirements of the affirmative vote of 75% or more of the
authorized number of directors of the corporation as required by subsections
(a), (b) or (c) of the Section 9 of ARTICLE III shall be approved by the
affirmative vote or written consent of holders of 75% or more of the outstanding
shares entitled to vote.

     Section 2. AMENDMENT BY DIRECTORS. Subject to the rights of the
shareholders as provided in Section 1 of this Article IX, bylaws, other than a
bylaw or an amendment of a bylaw changing the authorized number of directors,
may be adopted, amended, or repealed by the board of directors.

                                   ARTICLE XI

                           SUSPENSION AND TERMINATION

     Section 1. SUSPENSION OF CERTAIN BYLAW PROVISIONS. Upon the death or
disability of the sole remaining shareholder-director, the following provisions
of these bylaws


                                       20



shall be suspended until one or more licensed persons shall succeed such
deceased, disqualified [as defined in Corporations Code Section 13401(d)], or
disabled sole shareholder-director, or, in the case of disability or
disqualification, the sole remaining shareholder-director is restored to
capacity or reinstated by an act of Court or the Board of Medical Quality
Assurance:

     (a) All of Article II, Section 12, except the first sentence thereof;

     (b) All of Section 1 of Article VIII;

     (c) All of Section 2 of Article VIII;

     (d) All of Section 3 of Article VIII;

     (e) All of Section 3 of Article X.

KNOW ALL MEN BY THESE PRESENTS:

                                    * * * * *

     That we, the undersigned, being all of the persons appointed by the
incorporator to act as the first Board of Directors of AMERICAN EMERGENCY
PHYSICIANS MEDICAL GROUP, INC., hereby assent to the foregoing bylaws and adopt
the same as the bylaws of said corporation.

     IN WITNESS WHEREOF, we have hereunto set our hands this 5th day of January,
1989.


                                        /s/ Denis Kollar
                                        ----------------------------------------
                                        DENIS KOLLAR, M.D.


                                        /s/ J. Paul Holland
                                        ----------------------------------------
                                        J. PAUL HOLLAND, M.D.


                                        /s/ James J. Jones
                                        ----------------------------------------
                                        JAMES L. JONES, M.D.


                                        /s/ Norman Owashi
                                        ----------------------------------------
                                        NORMAN OWASHI, M.D.


                                        /s/ Neal Rouzier
                                        ----------------------------------------
                                        NEAL ROUZIER, M.D.


                                       21



THIS IS TO CERTIFY:

     That I am the duly elected, qualified and acting Secretary of AMERICAN
EMERGENCY PHYSICIANS MEDICAL GROUP, INC., and that the above and foregoing
bylaws were adopted as the bylaws of said corporation on January 5, 1989, by the
persons appointed by the incorporator to act as the first directors of said
corporation.

     IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of January,
1989.


                                        /s/ James L. Jones
                                        ----------------------------------------
                                        JAMES L. JONES, M.D.,
                                        Secretary


                                       22



                            FIRST AMENDMENT TO BYLAWS

                                       OF

                AMERICAN EMERGENCY PHYSICIANS MEDICAL GROUP, INC.
                              A MEDICAL CORPORATION

     Section 2. of Article III of the Bylaws of AMERICAN EMERGENCY PHYSICIANS
MEDICAL GROUP, INC. is hereby amended to read as follows:

     "Section 2. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number of
directors shall be eight (8) until changed by a duly adopted amendment to the
articles of incorporation or by an amendment to this bylaw adopted by the vote
or written consent of holders of a majority of the outstanding shares entitled
to vote; provided, however, that an amendment reducing the number of directors
to a number less than eight (8) cannot be adopted if the votes cast against its
adoption at a meeting, or the shares not consenting in the case of action by
written consent, are equal to more than 16-2/3% of the outstanding shares
entitled to vote."

                             SECRETARY'S CERTIFICATE

THIS IS TO CERTIFY:

     That I am the duly elected, qualified and acting Secretary of AMERICAN
EMERGENCY PHYSICIANS MEDICAL GROUP, INC., and that the above and foregoing First
Amendment to Bylaws was adopted and approved by the Directors and Shareholders
of said corporation on February 15, 1990.

     IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of February,
1990.


                                        /s/ James L. Jones
                                        ----------------------------------------
                                        JAMES L. JONES, M.D.,
                                        Secretary


                                       23

EX-3.158

                                                                   Exhibit 3.158

                                    RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                         NORMAN BRUCE JETTON, M.D., INC.

     NORMAN BRUCE JETTON, M.D. certifies that:

          1. He is the President and Secretary of NORMAN BRUCE JETTON, M.D.,
INC., a California corporation.

          2. The Articles of Incorporation of this corporation are amended and
restated to read as follows:

                                    ARTICLE I

     The name of this corporation is: NORMAN BRUCE JETTON, INC.

                                   ARTICLE II

     The purpose of the corporation is to engage in any lawful act or activity
     for which a corporation may be organized under the General Corporation Law
     of California, other than the banking business, the trust company business,
     or the practice of a profession permitted to be incorporated by the
     California Corporations Code.

                                   ARTICLE III

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

                                   ARTICLE IV

     The corporation is authorized to issue only one class of shares of stock,
     and the total number of shares which this corporation is authorized to
     issue is seven thousand five hundred (7,500).

          3. The foregoing amendment and restatement of the Articles of
Incorporation has been duly approved by the Board of Directors of this
corporation.

          4. The foregoing amendment of the Articles of Incorporation has been
duly approved by the required vote of the shareholders in accordance with
Section 902 of the Corporations Code of the State of California. The total
number of outstanding shares of the corporation is 1,000. The number of shares
voting in favor of the amendment equalled or exceeded the vote required. The
percentage vote required was more than 50%.



     I further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
and of my own knowledge.

Dated: December 2nd, 1999.


                                        /s/ Norman Bruce Jetton, M.D.
                                        ----------------------------------------
                                        NORMAN BRUCE JETTON, M.D.
                                        President


                                        /s/ NORMAN BRUCE JETTON, M.D.
                                        ----------------------------------------
                                        NORMAN BRUCE JETTON, M.D.
                                        Secretary


                                        2

EX-3.159

                                                                   Exhibit 3.159

                              AMENDED AND RESTATED

                                     BY-LAWS
                                       OF

                           NORMAN BRUCE JETTON, INC.,

                            A CALIFORNIA CORPORATION

                                    ARTICLE I
                                     OFFICES

Section 1. PRINCIPAL OFFICE. The principal office for the transaction of
business of the corporation is hereby fixed and located at 1982 Port Locksleigh
Place, City of Newport Beach, County of Orange, State of California. The
location may be changed by approval of a majority of the authorized Directors,
and additional offices may be established and maintained at such other place or
places, either within or without California, as the Board of Directors may from
time to time designate.

Section 2. OTHER OFFICES. Branch or subordinate offices may at any time be
established by the Board of Directors at any place or places where the
corporation is qualified to do business.

                                   ARTICLE II
                             DIRECTORS - MANAGEMENT

Section 1. RESPONSIBILITY OF BOARD OF DIRECTORS. Subject to the provisions of
the General Corporation Law and to any limitations in the Articles of
Incorporation of the corporation relating to action required to be approved by
the Shareholders, as that term is defined in Section 153 of the California
Corporations Code, or by the outstanding shares, as that term is defined in
Section 152 of the Code, the business and affairs of the corporation shall be
managed and all corporate powers shall be exercised by or under the direction of
the Board of Directors. The Board may delegate the management of the day-to-day
operation of the business of the corporation to a management company or other
person, provided that the business and affairs of the corporation shall be
managed and all corporate powers shall be exercised under the ultimate direction
of the Board.

Section 2. STANDARD OF CARE. Each Director shall perform the duties of a
Director, including the duties as a member of any committee of the Board upon
which the Director may serve, in good faith, in a manner such Director believes
to be in the best interests of the corporation, and with such care, including
reasonable inquiry, as an ordinary prudent person in a like position would use
under similar circumstances. (Sec. 309)

Section 3. EXCEPTION FOR CLOSE CORPORATION. Notwithstanding the provisions of
Section 1, in the event that this corporation shall elect to become a close
corporation as defined



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

Section 4. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number of
Directors shall be one (1) until changed by a duly adopted amendment to the
Articles of Incorporation or by an amendment to this by-law adopted by the vote
or written consent of holders of a majority of the outstanding shares entitled
to vote, as provided in Sec. 212.

Section 5. ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall be elected
at each annual meeting of the Shareholders to hold office until the next annual
meeting. Each Director, including a Director elected to fill a vacancy, shall
hold office until the expiration of the term for which elected and until a
successor has been elected and qualified.

Section 6. VACANCIES. Vacancies in the Board of Directors may be filled by a
majority of the remaining Directors, though less than a quorum, or by a sole
remaining Director, except that a vacancy created by the removal of a Director
by the vote or written consent of the Shareholders or by court order may be
filled only by the vote of a majority of the shares entitled to vote represented
at a duly held meeting at which a quorum is present, or by the written consent
of holders of a majority of the outstanding shares entitled to vote. Each
Director so elected shall hold office until the next annual meeting of the
Shareholders and until a successor has been elected and qualified.

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

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

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

Section 7. REMOVAL OF DIRECTORS. The entire Board of Directors or any individual
Director may be removed from office as provided by Secs. 302, 303 and 304 of the
Corporations Code of the State of California. In such case, the remaining Board
members may elect a


                                        2



successor Director to fill such vacancy for the remaining unexpired term of the
Director so removed.

Section 8. NOTICE, PLACE AND MANNER OF MEETINGS. Meetings of the Board of
Directors may be called by the Chairman of the Board, or the President, or any
Vice President, or the Secretary, or any two (2) Directors and shall be held at
the principal executive office of the corporation, unless some other place is
designated in the notice of the meeting. Members of the Board may participate in
a meeting through use of a conference telephone or similar communications
equipment so long as all members participating in such a meeting can hear one
an-other. Accurate minutes of any meeting of the Board or any committee thereof,
shall be maintained as required by Sec. 1500 of the Code by the Secretary or
other Officer designated for that purpose.

Section 9. ORGANIZATION MEETINGS. The organization meetings of the Board of
Directors shall be held immediately following the adjournment of the annual
meetings of the Shareholders.

Section 10. OTHER REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at the corporate offices, or such other place as may be designated
by the Board of Directors, as follows:

Time of Regular Meeting: 10:00 a.m.
Date of Regular Meeting: December 31

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

Section 11. SPECIAL MEETINGS - NOTICES - WAIVERS. Special meetings of the Board
may be called at any time by any of the aforesaid officers, i.e., by the
Chairman of the Board or the President or any Vice President or the Secretary or
any two (2) Directors.

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

When all of the Directors are present at any Directors' meeting, however called
or noticed, and either (i) sign a written consent thereto on the records of such
meeting, or, (ii) if a majority of the Directors are present and if those not
present sign a waiver of notice of such meeting or a consent to holding the
meeting or an approval of the minutes thereof, whether prior to or after the
holding


                                        3



of such meeting, which said waiver, consent or approval shall be filed with the
Secretary of the corporation, or, (iii) if a Director attends a meeting without
notice but without protesting, prior thereto or at its commencement, the lack of
notice, then the transactions thereof are as valid as if had at a meeting
regularly called and noticed.

Section 12. SOLE DIRECTOR PROVIDED BY ARTICLES OF INCORPORATION OR BY-LAWS. In
the event only one (1) Director is required by the By-Laws or Articles of
Incorporation, then any reference herein to notices, waivers, consents, meetings
or other actions by a majority or quorum of the Directors shall be deemed to
refer to such notice, waiver, etc., by such sole Director, who shall have all
the rights and duties and shall be entitled to exercise all of the powers and
shall assume all the responsibilities otherwise herein described as given to a
Board of Directors.

Section 13. DIRECTORS ACTION BY UNANIMOUS WRITTEN CONSENT. Any action required
or permitted to be taken by the Board of Directors may be taken without a
meeting and with the same force and effect as if taken by a unanimous vote of
Directors, if authorized by a writing signed individually or collectively by all
members of the Board. Such consent shall be filed with the regular minutes of
the Board.

Section 14. QUORUM. A majority of the number of Directors as fixed by the
Articles of Incorporation or By-Laws shall be necessary to constitute a quorum
for the transaction of business, and the action of a majority of the Directors
present at any meeting at which there is a quorum, when duly assembled, is valid
as a corporate act; provided that a minority of the Directors, in the absence of
a quorum, may adjourn from time to time, but may not transact any business. A
meeting at which a quorum is initially present may continue to transact
business, notwithstanding the withdrawal of Directors, if any action taken is
approved by a majority of the required quorum for such meeting.

Section 15. NOTICE OF ADJOURNMENT. Notice of the time and place of holding an
adjourned meeting need not be given to absent Directors if the time and place be
fixed at the meeting adjourned and held within twenty-four (24) hours, but if
adjourned more than twenty-four (24) hours, notice shall be given to all
Directors not present at the time of the adjournment.

Section 16. COMPENSATION OF DIRECTORS. Directors, as such, shall not receive any
stated salary for their services, but by resolution of the Board a fixed sum and
expense of attendance, if any, may be allowed for attendance at each regular and
special meeting of the Board; provided that nothing herein contained shall be
construed to preclude any Director from serving the corporation in any other
capacity and receiving compensation therefor.

Section 17. COMMITTEES. Committees of the Board may be appointed by resolution
passed by a majority of the whole Board. Committees shall be composed of two (2)
or more members of the Board, and shall have such, powers of the Board as may be
expressly delegated to it by resolution of the Board of Directors, except those
powers expressly made non-delegable by Sec. 311.


                                        4



Section 18. ADVISORY DIRECTORS. The Board of Directors from time to time may
elect one or more persons to be Advisory Directors who shall not by such
appointment be members of the Board of Directors. Advisory Directors shall be
available from time to time to perform special assignments specified by the
President, to attend meetings of the Board of Directors upon invitation and to
furnish consultation to the Board. The period during which the title shall be
held may be prescribed by the Board of Directors. If no period is prescribed,
the title shall be held at the pleasure of the Board.

Section 19. RESIGNATIONS. Any Director may resign effective upon giving written
notice to the Chairman of the Board, the President, the Secretary or the Board
of Directors of the corporation, unless the notice specifies a later time for
the effectiveness of such resignation. If the resignation is effective at a
future time, a successor may be elected to take office when the resignation
becomes effective.

                                   ARTICLE III
                                    OFFICERS

Section 1. OFFICERS. The Officers of the corporation shall be a President, a
Secretary, and a Chief Financial Officer. The corporation may also have, at the
discretion of the Board of Directors, a Chairman of the Board, one or more Vice
Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers,
and such other Officers as may be appointed in accordance with the provisions of
Section 3 of this Article III. Any number of offices may be held by the same
person.

Section 2. ELECTION. The Officers of the corporation, except such Officers as
may be appointed in accordance with the provisions of Section 3 or Section 5 of
this Article, shall be chosen annually by the Board of Directors, and each shall
hold office until he or she shall resign or shall be removed or otherwise
disqualified to serve, or a successor shall be elected and qualified.

Section 3. SUBORDINATE OFFICERS, ETC. The Board of Directors may appoint such
other Officers as the business of the corporation may require, each of whom
shall hold office for such period, have such authority and perform such duties
as are provided in the By-Laws or as the Board of Directors may from time to
time determine.

Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights, if any,
of an Officer under any contract of employment, any Officer may be removed,
either with or without cause, by the Board of Directors, at any regular or
special meeting to the Board, or, except in case of an Officer chosen by the
Board of Directors, by any Officer upon whom such power of removal may be
conferred by the Board of Directors.

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


                                        5



Section 5. VACANCIES. A vacancy in any office because of death, resignation,
removal, disqualification or any other cause shall be filled in the manner
prescribed in the By-Laws for regular appointments to that office.

Section 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if such an officer
be elected, shall, if present, preside at meetings of the Board of Directors and
exercise and perform such other powers and duties as may be from time to time
assigned by the Board of Directors or prescribed by the By-Laws. If there is no
President, the Chairman of the Board shall in addition be the Chief Executive
Officer of the corporation and shall have the powers and duties prescribed in
Section 7 of this Article III.

Section 7. PRESIDENT. Subject to such supervisory powers, if any, as may be
given by the Board of Directors to the Chairman of the Board, if there be such
an Officer, the President shall be the Chief Executive Officer of the
corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and Officers of the
corporation. He or she shall preside at all meetings of the Shareholders and in
the absence of the Chairman of the Board, or if there be none, at all meetings
of the Board of Directors. The President shall be ex officio a member of all the
standing committees, including the Executive Committee, if any, and shall have
the general powers and duties of management usually vested in the office of
President of a corporation, and shall have such other powers and duties as may
be prescribed by the Board of Directors or the By-Laws.

Section 8. VICE PRESIDENT. In the absence or disability of the President, the
Vice Presidents, if any, in order of their rank as fixed by the Board of
Directors, or if not ranked, the Vice President designated by the Board of
Directors, shall perform all the duties of the President, and when so acting
shall have all the powers of, and be subject to, all the restrictions upon, the
President. The Vice Presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by the
Board of Directors or the By-Laws.

Section 9. SECRETARY. The Secretary shall keep, or cause to be kept, a book of
minutes at the principal office or such other place as the Board of Directors
may order, of all meetings of Directors and Shareholders, with the time and
place of holding, whether regular or special, and if special, how authorized,
the notice thereof given, the names of those present at Directors' meetings, the
number of shares present or represented at Shareholders' meetings and the
proceedings thereof.

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

The Secretary shall give, or cause to be given, notice of all the meetings of
the Shareholders and of the Board of Directors required by the By-Laws or by law
to be given. He or she shall keep


                                        6



the seal of the corporation in safe custody, and shall have such other powers
and perform such other duties as may be prescribed by the Board of Directors or
by the By-Laws.

Section 10. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall keep and
maintain, or cause to be kept and maintained in accordance with generally
accepted accounting principles, adequate and correct accounts of the properties
and business transactions of the corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, earnings (or
surplus) and shares. The books of account shall at all reasonable times be open
to inspection by any Director.

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

                                   ARTICLE IV
                             SHAREHOLDERS' MEETINGS

Section 1. PLACE OF MEETINGS. All meetings of the Shareholders shall be held at
the principal executive office of the corporation unless some other appropriate
and convenient location be designated for that purpose from time to time by the
Board of Directors.

Section 2. ANNUAL MEETINGS. The annual meetings of the Shareholders shall be
held, each year, at the time and on the day following:

Time of Meeting: 10:00 a.m.
Date of Meeting: December 31

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

Section 3. SPECIAL MEETINGS. Special meetings of the Shareholders may be called
at any time by the Board of Directors, the Chairman of the Board, the President,
a Vice President, the Secretary, or by one or more Shareholders holding not less
than one-tenth (1/10) of the voting power of the corporation. Except as next
provided, notice shall be given as for the annual meeting.

Upon receipt of a written request addressed to the Chairman, President, Vice
President, or Secretary, mailed or delivered personally to such Officer by any
person (other than the Board) entitled to call a special meeting of
Shareholders, such Officer shall cause notice to be given, to the Shareholders
entitled to vote, that a meeting will be held at a time requested by the person
or persons calling the meeting, not less than thirty-five (35) nor more than
sixty (60) days after the


                                        7



receipt of such request. If such notice is not given within twenty (20) days
after receipt of such request, the persons calling the meeting may give notice
thereof in the manner provided by these By-Laws or apply to the Superior Court
as provided in Sec. 305 (c).

Section 4. NOTICE OF MEETINGS - REPORTS. Notice of meetings, annual or special,
shall be given in writing not less than ten (10) nor more than sixty (60) days
before the date of the meeting to Shareholders entitled to vote thereat. Such
notice shall be given by the Secretary or the Assistant Secretary, or if there
be no such Officer, or in the case of his or her neglect or refusal, by any
Director or Shareholder.

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

Notice of any meeting of Shareholders shall specify the place, the day and the
hour of meeting, and (1) in case of a special meeting, the general nature of the
business to be transacted and no other business may be transacted, or (2) in the
case of an annual meeting, those matters which the Board at date of mailing,
intends to present for action by the Shareholders. At any meetings where
Directors are to be elected, notice shall include the names of the nominees, if
any, intended at date of notice to be presented by management for election.

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

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

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

Section 5. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. The transactions
of any meeting of Shareholders, however called and noticed, shall be valid as
though had at a meeting duly held after regular call and notice, if a quorum be
present either in person or by proxy, and if, either before or after the
meeting, each of the Shareholders entitled to vote, not present in person or by
proxy, sign a written waiver of notice, or a consent to the holding of such
meeting or an approval of the minutes thereof. All such waivers, consents or
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting. Attendance shall constitute a waiver of notice, unless
objection shall be made as provided in Sec. 601 (e).


                                        8



Section 6. SHAREHOLDERS ACTING WITHOUT A MEETING - DIRECTORS. Any action which
may be taken at a meeting of the Shareholders, may be taken without a meeting or
notice of meeting if authorized by a writing signed by all of the Shareholders
entitled to vote at a meeting for such purpose, and filed with the Secretary of
the corporation, provided, further, that while ordinarily Directors can only be
elected by unanimous written consent under Sec. 603 (d), if the Directors fail
to fill a vacancy, then a Director to fill that vacancy may be elected by the
written consent of persons holding a majority of shares entitled to vote for the
election of Directors.

Section 7. OTHER ACTIONS WITHOUT A MEETING. Unless otherwise provided in the
California Corporations Code or the Articles, any action which may be taken at
any annual or special meeting of Shareholders may be taken without a meeting and
without prior notice, if a consent in writing, setting forth the action so
taken, signed by the holders of outstanding shares having not less than the
minimum number of votes that would be necessary to authorized or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted.

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

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

(2) Prompt notice shall be given of the taking of any other corporate action
approved by Shareholders without a meeting by less than unanimous written
consent, to each of those Shareholders entitled to vote who have not consented
in writing.

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

Section 8. QUORUM. The holders of a majority of the shares entitled to vote
thereat, present in person, or represented by proxy, shall constitute a quorum
at all meetings of the Shareholders for the transaction of business except as
otherwise provided by law, by the Articles of Incorporation, or by these
By-Laws. If, however, such majority shall not be present or represented at any
meeting of the Shareholders, the Shareholders entitled to vote thereat, present
in person, or by proxy, shall have the power to adjourn the meeting from time to
time, until the requisite amount of voting shares shall be present. At such
adjourned meeting at which the requisite amount of voting shares shall be
represented, any business may be transacted which might have been transacted at
a meeting as originally notified.

If a quorum be initially present, the Shareholders may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
Shareholders to leave less than a


                                        9



quorum, if any action taken is approved by a majority of the Shareholders
required to initially constitute a quorum.

Section 9. VOTING. Only persons in whose names shares entitled to vote stand on
the stock records of the corporation on the day of any meeting of Shareholders,
unless some other day be fixed by the Board of Directors for the determination
of Shareholders of record, and then on such other day, shall be entitled to vote
at such meeting.

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

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

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

Section 10. PROXIES. Every Shareholder entitled to vote, or to execute consents,
may do so, either in person or by written proxy, executed in accordance with the
provisions of Secs. 604 and 705 of the Code and filed with the Secretary of the
corporation.

Section 11. ORGANIZATION. The President, or in the absence of the President, any
Vice President, shall call the meeting of the Shareholders to order, and shall
act as chairman of the meeting. In the absence of the President and all of the
Vice Presidents, Shareholders shall appoint a chairman for such meeting. The
Secretary of the corporation shall act as Secretary of all meetings of the
Shareholders, but in the absence of the Secretary at any meeting of the
Shareholders, the presiding Officer may appoint any person to act as Secretary
of the meeting.

Section 12. INSPECTORS OF ELECTION. In advance of any meeting of Shareholders
the Board of Directors may, if they so elect, appoint inspectors of election to
act at such meeting or any adjournment thereof. If inspectors of election be not
so appointed, or if any persons so


                                       10



appointed fail to appear or refuse to act, the chairman of any such meeting may,
and on the request of any Shareholder or his or her proxy shall, make such
appointment at the meeting in which case the number of inspectors shall be
either one (1) or three (3) as determined by a majority of the Shareholders
represented at the meeting.

Section 13. (A) SHAREHOLDERS' AGREEMENTS. Notwithstanding the above provisions,
in the event this corporation elects to become a close corporation, an agreement
between two (2) or more Shareholders thereof, if in writing and signed by the
parties thereof, may provide that in exercising any voting rights the shares
held by them shall be voted as provided therein or in Sec. 706, and may
otherwise modify these provisions as to Shareholders' meetings and actions.

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

                                    ARTICLE V
                       CERTIFICATES AND TRANSFER OF SHARES

Section 1. CERTIFICATES FOR SHARES. Certificates for shares shall be of such
form and device as the Board of Directors may designate and shall state the name
of the record holder of the shares represented thereby; its number; date of
issuance; the number of shares for which it is issued; a statement of the
rights, privileges, preferences and restrictions, if any; a statement as to the
redemption or conversion, if any; a statement of liens or restrictions upon
transfer or voting, if any; if the shares be assessable or, if assessments are
collectible by personal action, a plain statement of such facts.

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

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

Section 2. TRANSFER ON THE BOOKS. Upon surrender to the Secretary or transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of


                                       11



succession, assignment or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.

Section 3. LOST OR DESTROYED CERTIFICATES. Any person claiming a certificate of
stock to be lost or destroyed shall make an affidavit or affirmation of the fact
and shall, if the Directors so require, give the corporation a bond of
indemnity, in form and with one or more sureties satisfactory to the Board, in
at least double the value of the stock represented by said certificate,
whereupon a new certificate may be issued in the same tenor and for the same
number of shares as the one alleged to be lost or destroyed.

Section 4. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may appoint
one or more transfer agents or transfer clerks, and one or more registrars,
which shall be an incorporated bank or trust company, either domestic or
foreign, who shall be appointed at such times and places as the requirements of
the corporation may necessitate and the Board of Directors may designate.

Section 5. CLOSING STOCK TRANSFER BOOKS - RECORD DATE. In order that the
corporation may determine the Shareholders entitled to notice of any meeting or
to vote or entitled to receive payment of any dividend or other distribution or
allotment of any rights or entitled to exercise any rights in respect of any
other lawful action, the Board may fix, in advance, a record date, which shall
not be more than sixty (60) nor less than ten (10) days prior to the date of
such meeting nor more than sixty (60) days prior to any other action.

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

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

Section 6. LEGEND CONDITION. In the event any shares of this corporation are
issued pursuant to a permit or exemption therefrom requiring the imposition of a
legend condition, the person or persons issuing or transferring said shares
shall make sure said legend appears on the certificate and shall not be required
to transfer any shares free of such legend unless an amendment to such permit or
a new permit be first issued so authorizing such a deletion.

Section 7. CLOSE CORPORATION CERTIFICATES. All certificates representing shares
of this corporation, in the event it shall elect to become a close corporation,
shall contain the legend required by Sec. 418 (c).


                                       12



                                   ARTICLE VI
                         RECORDS - REPORTS - INSPECTION

Section 1. RECORDS. The corporation shall maintain, in accordance with generally
accepted accounting principles, adequate and correct accounts, books and records
of its business and properties. All of such books, records and accounts shall be
kept at its principal executive office in the State of California, as fixed by
the Board of Directors from time to time.

Section 2. INSPECTION OF BOOKS AND RECORDS. All books and records provided for
in Sec. 1500 shall be open to inspection of the Directors and Shareholders from
time to time and in the manner provided in said Sec. 1600 - 1602.

Section 3. CERTIFICATION AND INSPECTION OF BY-LAWS. The original or a copy of
these By-Laws, as amended or otherwise altered to date, certified by the
Secretary, shall be kept at the corporation's principal executive office and
shall be open to inspection by the Shareholders of the corporation at all
reasonable times during office hours, as provided in Sec. 213 of the
Corporations Code.

Section 4. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for payment
of money, notes or other evidences of indebtedness, issued in the name of or
payable to the corporation, shall be signed or endorsed by such person or
persons and in such manner as shall be determined from time to time by
resolution of the Board of Directors.

Section 5. CONTRACTS, ETC. -- HOW EXECUTED. The Board of Directors, except as in
the By-Laws otherwise provided, may authorize any Officer or Officers, agent or
agents, to enter into any contract or execute any instrument in the name of and
on behalf of the corporation. Such authority may be general or confined to
specific instances. Unless so authorized by the Board of Directors, no Officer,
agent or employee shall have any power or authority to bind the corporation by
any contract or agreement, or to pledge its credit, or to render it liable for
any purpose or to any amount, except as provided in Sec. 313 of the Corporations
Code.

                                   ARTICLE VII
                                 ANNUAL REPORTS

Section 1. REPORT TO SHAREHOLDERS, DUE DATE. The Board of Directors shall cause
an annual report to be sent to the Shareholders not later than one hundred
twenty (120) days after the close of the fiscal or calendar year adopted by the
corporation. This report shall be sent at least fifteen (15) days before the
annual meeting of Shareholders to be held during the next fiscal year and in the
manner specified in Section 4 of Article IV of these By-Laws for giving notice
to Shareholders of the corporation. The annual report shall contain a balance
sheet as of the end of the fiscal year and an income statement and statement of
changes in financial position for the fiscal year, accompanied by any report of
independent accountants or, if there is no such report, the certificate of an
authorized Officer of the corporation that the statements were prepared without
audit from the books and records of the corporation.


                                       13



Section 2. WAIVER. The annual report to Shareholders referred to in Section 1501
of the California General Corporation Law is expressly dispensed with so long as
this corporation shall have less than one hundred (100) Shareholders. However,
nothing herein shall be interpreted as prohibiting the Board of Directors from
issuing annual or other periodic reports to the Shareholders of the corporation
as they consider appropriate.

                                  ARTICLE VIII
                              AMENDMENTS TO BY-LAWS

Section 1. AMENDMENT BY SHAREHOLDERS. New By-Laws may be adopted or these
By-Laws may be amended or repealed by the vote or written consent of holders of
a majority of the outstanding shares entitled to vote; provided, however, that
if the Articles of Incorporation of the corporation set forth the number of
authorized Directors of the corporation, the authorized number of Directors may
be changed only by an amendment of the Articles of Incorporation.

Section 2. POWERS OF DIRECTORS. Subject to the right of the Shareholders to
adopt, amend or repeal By-Laws, as provided in Section 1 of this Article VIII,
and the limitations of Sec. 204 (a) (5) and Sec. 212, the Board of Directors may
adopt, amend or repeal any of these By-Laws other than a By-Law or amendment
thereof changing the authorized number of Directors.

Section 3. RECORD OF AMENDMENTS. Whenever an amendment or new By-Law is adopted,
it shall be copied in the book of By-Laws with the original By-Laws, in the
appropriate place. If any By-Law is repealed, the fact of repeal with the date
of the meeting at which the repeal was enacted or written assent was filed shall
be stated in said book.

                                   ARTICLE IX
                                 CORPORATE SEAL

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

                                    ARTICLE X
                                  MISCELLANEOUS

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

Section 2. REPRESENTATION OF SHARES IN OTHER CORPORATIONS. Shares of other
corporations standing in the name of this corporation may be voted or
represented and all incidents thereto may be exercised on behalf of the
corporation by the Chairman of the Board, the President or any Vice President
and the Secretary or an Assistant Secretary.

Section 3. SUBSIDIARY CORPORATIONS. Shares of this corporation owned by a
subsidiary shall not be entitled to vote on any matter. A subsidiary for these
purposes is defined as a corporation, the shares of which possessing more than
25% of the total combined voting power


                                       14



of all classes of shares entitled to vote, are owned directly or indirectly
through one (1) or more subsidiaries.

Section 4. INDEMNIFICATION AND LIABILITY. The liability of the directors of the
corporation for monetary damages shall be eliminated to the fullest extent
permissible under California law.

The corporation is authorized to provide indemnification of agents (as defined
in Section 317 of the California Corporations Code) for breach of duty to the
corporation and shareholders through bylaw provisions or through agreements with
the agents, or both, in excess of the indemnification otherwise permitted by
Section 317 of the California Corporations Code, subject to the limits on such
excess indemnification set forth in Section 204 of the California Corporations
Code.

Section 5. ACCOUNTING YEAR. The accounting year of the corporation shall be
fixed by resolution of the Board of Directors.


                                       15



CERTIFICATE OF ADOPTION OF AMENDED AND RESTATED BY-LAWS

ADOPTION BY INCORPORATOR(S) OR FIRST DIRECTOR(S).
The undersigned person(s) named in the Articles of Incorporation as the
Incorporator(s) or First Director(s) of the above named corporation hereby adopt
the same as the Amended and Restated By-Laws of said corporation.

Executed this ___________ day of _________, 1999.


/s/ Norman Bruce Jetton, M.D.
- -----------------------------------
Name NORMAN BRUCE JETTON, M.D.

CERTIFICATE BY SECRETARY

I DO HEREBY CERTIFY AS FOLLOWS:

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

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal
this _________ day of ______________, 1999.


/s/ Norman Bruce Jetton, M.D.
- -------------------------------------
Secretary NORMAN BRUCE JETTON, M.D.

CERTIFICATE BY SECRETARY OF ADOPTION BY SHAREHOLDERS' VOTE.

THIS IS TO CERTIFY:

That I am the duly elected, qualified and acting Secretary of the above named
corporation and that the above and foregoing Code of By-Laws was submitted to
the Shareholders at their first meeting and recorded in the minutes thereof, was
ratified by the vote of Shareholders entitled to exercise the majority of the
voting power of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand this _________ day of ________,

Secretary


                                       16



                          BYLAWS FOR THE REGULATION OF
                         NORMAN BRUCE JETTON, M.D., INC.

                     (a California Professional Corporation)

Preamble. This corporation is a professional corporation organized and operated
under the applicable laws of the State of California. For the purposes of these
Bylaws, the term "professional services" shall have the meaning defined in
Corporations Code Section 13401(a); the term "professional corporation" shall
have the meaning defined in Corporations Code Section 13401(b); the term
"licensed person" shall have the meaning defined in Corporations Code Section
13401(c). It is subject to the rules of its regulating agency (hereinafter
called "Agency"), the

                                    ARTICLE I

                                     Offices

Section 1.01. Principal Office. The Board of Directors shall fix the location of
the principal executive office of the corporation at any place within the State
of California.

Section 1.02. Other Offices. Other business offices may at any time be
established by the Board at any place or places where the corporation is
qualified to do business, subject to the Rules of the Agency.

                                   ARTICLE II

                            Meetings of Shareholders

Section 2.01. Place of Meetings. All annual or other meetings of shareholders
shall be held at the principal executive office of the corporation, or at any
other place within or without the State of California which may be designated
either by the Board or by the written consent of all persons entitled to vote
thereat, given either before or after the meeting and filed with the Secretary
of the corporation.

Section 2.02. Annual Meetings. The annual meetings of shareholders shall be held
on the same date as the annual meeting of the Board on a date, during the last
three months of the fiscal year of the corporation annually to be selected by
the directors of the corporation. At such meetings directors shall be elected,
reports of the affairs of the corporation shall be considered, and any other
business may be transacted which is within the powers of the shareholders.

Section 2.03. Special Meetings. Special meetings of the shareholders, for any
purpose or purposes whatsoever, may be called at any time by the Chairman of the
Board or the President, or by the Board, or by one or more shareholders holding
not less than ten percent (10%) of the votes at the meeting.


                                       17



Section 2.04. Quorum. A majority of the voting shares at any meeting shall
constitute a quorum for the transaction of business. Business may be continued
after withdrawal of enough shareholders to leave less than a quorum.

Section 2.05. Voting. Only persons in whose names shares appear on the stock
records of the corporation the day before notice of the meeting or, if notice is
waived, two days prior to the date of the meeting, shall be entitled to vote at
such meetings. Each shareholder is entitled to one vote for each share, except
that for the election of directors each shareholder shall be entitled to a
number of votes equal to the number of directors to be elected, multiplied by
the number of shares which he is entitled to vote. Voting for the election of
directors shall be by voice unless any shareholder demands a ballot vote before
the voting begins.

Section 2.06. Action Without Meeting. Action may be taken by shareholders
without a meeting if each shareholder entitled to vote signs a written consent
to the action and such consents are filed with the Secretary of the corporation.

Section 2.07. Proxies and Voting Trusts. Every persons entitled to vote or
execute consents may do so either in person or by written proxy executed by the
person or his agent and filed with the Secretary of the corporation, provided,
however, that no shareholder of this corporation shall enter into a voting
trust, proxy or other arrangement vesting another person (other than another
licensed person who is a shareholder of this corporation) with the authority to
exercise the voting power of any or all of his shares. Any such purported voting
trust, proxy or other arrangement shall be void.

                                   ARTICLE III

                                    Directors

Section 3.01. Powers. Subject to limitations of the Articles, these Bylaws, and
of the California General Corporation law as to action required to be approved
by the shareholders or by the outstanding shares, the business and affairs of
the corporation shall be managed and all corporate powers shall be exercised by
or under the direction of the Board.

Section 3.02. Number and Qualification of Directors. The authorized number of
directors shall be 1 until changed by amendment to this Section 3.02 duly
adopted by the vote or written consent of holders of a majority of the
outstanding shares entitled to vote. Each director shall be a licensed person as
defined in Section 13401(c) of the California Corporations Code.

Section 3.03. Election and Term of Office. Each director shall be elected
annually by the shareholders entitled to vote, and shall hold office until his
respective successor is elected, or until his death, resignation, or removal.

Section 3.04. Vacancies. Vacancies in the Board, except for a vacancy created by
the removal of a director, may be filled by a majority of the remaining
directors, though less than a quorum, or by a sole remaining director, and each
director so elected shall hold office until his successor


                                       18



is elected at an annual or a special meeting of the shareholders. A vacancy in
the Board created by the removal of a director may only be filled by a majority
of the shareholders at a duly held meeting or by written consent. A director,
other than the sole shareholder-director, who becomes a disqualified person
shall cease to be a director upon the effective date of his disqualification
(unless he shall have sooner resigned) and his office shall be vacant until
filled as provided above.

The shareholder may elect a director or directors at any time to fill any
vacancy or vacancies not filled by the directors. Any such election by written
consent shall require the consent of a majority of the outstanding shares.

Section 3.05. Place of Meetings. All meetings of the Board shall be held at the
principal office of the corporation or at such place within or without the State
as may be designated from time to time by resolution of the Board or by written
consent of all the members of the Board.

Section 3.06. Regular Meetings. Concurrently with each annual meeting of
shareholders the Board shall hold a regular meeting for the purpose of
organization, election of officers, and the transaction of other business. Call
and notice of such meetings are hereby dispensed with.

Section 3.07. Special Meetings. Special meetings of the Board for any purpose or
purposes shall be called at any time by the Chairman of the Board, the
President, any Vice President, the Secretary or by any two directors. Special
meetings shall be held upon four days' written notice, or forty-eight hours
notice given personally or by telephone, telegraph, telex, or other similar
means, addressed or delivered to each director.

Section 3.08. Board Action Without Meeting. Any action required or permitted to
be taken by the Board, may be taken without a meeting, and with the same force
and effect as a unanimous vote of directors, if all members of the Board shall
individually or collectively consent in writing to such action.

Section 3.09. Action at a Meeting; Quorum and Required Vote. A majority of the
authorized number of directors at a meeting constitutes a quorum for the
transaction of business, except as hereinafter provided. Members of the Board
may participate in a meeting through use of conference telephone or similar
communications equipment, so long as all members participating in such meeting
can hear one another. Every act or decision done or made by a majority of the
directors present shall be regarded as the act of the Board, unless a greater
number is required by law or by the Articles. A meeting at which a quorum is
initially present may continue to transact business notwithstanding the
withdrawal of a director, provided that any action taken is approved by at least
a majority of the required quorum for such meeting.

Section 3.10. Fees and Compensation. Directors and members of committees may
receive such compensation, if any, for their services, any such reimbursement
for expenses, as may be fixed or determined by resolution of the Board.


                                       19



Section 3.11. Indemnification. The corporation shall indemnify its "agents", as
defined in Section 317 of the California General Corporation Law, to the full
extent permitted by said Section and applicable law.

                                   ARTICLE IV

                                    Officers

Section 4.01. Officers. The officers of the corporation shall be a President, a
Vice President, a Secretary and a Treasurer. The corporation may also have, at
the discretion of the Board, a Chairman of the Board, one or more additional
Vice Presidents, and one or more assistant Secretaries and Treasurers. All
principal officers shall be licensed persons, except that if this corporation
should have only one shareholder, he shall be the President and Treasurer of the
corporation and the other officers may be unlicensed persons. Should this
corporation have two shareholders, they shall between them fill the offices of
President, Vice President, Secretary and Treasurer. One person may hold two or
more offices, except that the offices of President and Secretary shall not be
held by the same person.

Section 4.02. Election. The officers of the corporation shall be chosen annually
by the Board, and each shall hold his office until he shall resign or shall be
removed or otherwise disqualified to serve, or his successor shall be elected
and qualified.

Section 4.03. Chairman of the Board. The Chairman of the Board, if there shall
be such an officer, shall, if present, preside at all meetings of the Board and
exercise and perform such other powers and duties as may be from time to time
assigned to him by the Board.

Section 4.04. President. Subject to such supervisory powers, if any, as may be
given by the Board to the Chairman of the Board, if there be such an officer,
the President shall be the general manager and chief executive officer of the
corporation and has, subject to the control of the Board, general supervision,
direction and control of the business and officers of the corporation. The
President shall preside at all meetings of the shareholders and, in the absence
of the Chairman if the Board, or if there be none, at all meetings of the Board.
The President shall have the general powers and duties of management usually
vested in the office of president and general manager of a corporation and has
such other powers and duties as may be prescribed by the Board.

Section 4.05. Vice Presidents. In the absence or disability of the President,
the Vice Presidents in order of their rank as fixed by the Board or, if not
ranked, the Vice President designated by the Board, shall perform all the duties
of the President, and when so acting shall have such other powers of, and be
subject to all the restrictions upon, the President. The Vice Presidents shall
have such other powers and perform such other duties as from time to time may be
prescribed for them respectively by the Board.

Section 4.06. Secretary. The Secretary shall keep or cause to be kept, at the
principal executive office and other place as the Board may order, a book of
minutes of all meetings of the shareholders and the Board, with the time and
place of holding, whether regular or special, and,


                                       20



if special, how authorized, the notice thereof given, the names of those present
at Board meetings, the number of shares present or represented at shareholders'
meetings, and the proceedings thereof.

The Secretary shall keep, or cause to be kept, at the principal executive office
or at the office of the corporation's transfer agent, if one be appointed, a
share register, or a duplicate share register, showing the names of the
shareholders and their addresses, the number and class of shares held by each,
the number and date of cancellation of every certificate surrendered for
cancellation.

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

Section 4.07. Treasurer. The Treasurer shall be the chief financial officer of
the corporation and shall keep and maintain, or cause to be kept and maintained,
adequate and correct accounts of the properties and business transactions of the
corporation.

The Treasurer shall deposit all moneys and other valuables in the name and to
the credit of the corporation with such depositaries as may be designated by the
Board. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, shall render to the President and directors, whenever they
request it, an account of all of his transactions as Treasurer and of the
financial condition of the corporation, and shall have such other powers and
perform such other duties as may be prescribed by the Board.

                                    ARTICLE V

                                  Miscellaneous

Section 5.01. Inspection of Corporate Records. The accounting books and records,
the record of shareholders, and minutes of proceedings of the shareholders and
the Board shall be open to inspection upon the written demand on the corporation
of any shareholder or director at any reasonable time, in person or by agent or
attorney, and the right of inspection includes the right to copy and make
extracts.

Section 5.02. Checks, Drafts, Etc. All checks, drafts or other orders for
payment of money, notes or other evidences of indebtedness, issued in the name
of or payable to the corporation, shall be signed or endorsed by such person or
persons and in such manner as, from time to time, shall be determined by
resolution of the Board or as permitted by law.

Section 5.03. Annual and Other Reports. The requirement of an annual report to
shareholders is hereby dispensed with. Upon the request by a shareholder, an
annual report will be provided to him pursuant to Section 1501 of the General
Corporation Law.


                                       21



Section 5.04. Contracts, Etc., How Executed. The Board may authorize any officer
or officers to execute any instrument in the name of and on behalf of the
corporation and such execution or signatures shall be binding upon the
corporation.

Section 5.05. Certificate for Shares. Every holder of shares in the corporation
shall be entitled to have a certificate signed in the name of the corporation by
the Chairman of the Board or the President or a Vice President and by the chief
financial officer or an assistant Treasurer or the Secretary or any assistant
Secretary, certifying the number of shares owned by the shareholder. Any of the
signatures on the certificate may be facsimile, provided that in such event at
least one signature, including that of either officer, shall be manually signed.
In case any officer who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer before such certificate
is issued, it may be issued by the corporation with the same effect as if such
person were an officer at the date of issue.

Any such certificate shall also bear on its face and reverse the legend
prescribed to be stated thereon by the Rules of the Agency.

Certificates for shares may be issued prior to full payment under such
restrictions as the Board may provide; provided, however, that any such
certificates so issued prior to full payment shall state on the face thereof the
amount remaining unpaid and the terms of payment thereof. No shares may be
issued to any persons other than a licenced person.

No new certificates shall be issued until the former certificate for the shares
represented thereby shall have been surrendered and cancelled, except in the
case of a lost or destroyed certificate for which the Board may order a new
certificate be issued upon such terms, conditions, and guarantees as the Board
may see fit to impose, including the filing of sufficient indemnity.

Section 5.06. Ownership and Transfer of Shares. The shares of this corporation
may be owned only by this medical corporation or by a licensed physician and
surgeon. The shares of the corporation owned by a person who (1) dies, (2)
ceases to be an eligible shareholder, or (3) becomes a disqualified person as
defined in Section 13401 (d) of the California Corporations Code for a period
exceeding ninety (90) days shall be sold and transferred to the corporation or
its shareholders. The sale or transfer shall occur not later than six (6) months
after his death and not later than ninety (90) days after the day he ceases to
be an eligible shareholder or ninety (90) days after the date he becomes a
disqualified person. The shareholder shall have no other voting rights from and
after the date of death or of disqualification or of termination of eligibility
except the right to receive payment for the shares in accordance with the
agreement of sale.

Section 5.07. Prohibited Distributions to Shareholders. No income of the
corporation attributable to professional services rendered while any shareholder
is a disqualified person as defined in Corporations Code Section 13401(d) shall
in any manner be distributed or accrue to the benefit of such shareholder or his
shares in the corporation.

Section 5.08. Repurchase of Shares. This corporation may repurchase its
outstanding shares without regard to any restriction provided by law upon the
repurchase of shares, provided only that one voting share remains issued and
outstanding.


                                       22



Section 5.09. Shares of Deceased or Disqualified Shareholder. When this
corporation shall have two or more shareholders and one of its shareholders
dies, ceases to be an eligible shareholder or becomes a disqualified person, his
shares shall be sold and transferred to this corporation, to one or more of the
other shareholders of this corporation or to other eligible persons upon such
terms as are agreed upon. Such sale shall not be later than six (6) months after
any such death and not later than ninety (90) days after the date that he
becomes a disqualified person. If no such agreement shall be in effect or, if in
effect, if such agreement shall be in dispute, in default or unperformed, then
upon the last day for the mandatory sale required by this Section, the
corporation may cancel all of such shares without the necessity of the physical
surrender of the certificates evidencing such shares and such disqualified,
deceased or ineligible shareholder or representative of such deceased
shareholder to claim just compensation for the fair value of his shares.

Section 5.10. Restrictions on Transfer. Before there can be a valid sale or
transfer of any of the common shares of the corporation by any shareholder, he
shall first offer these shares to the corporation and then to the other
shareholders of common shares in the following manner:

(a) The offering shareholder shall deliver a notice in writing, by mail, or
otherwise, to the Secretary of the corporation stating the price, terms, and
conditions of the proposed sale or transfer, the number of shares to be sold or
transferred, and his intention so to sell or transfer these shares. Within
thirty (30) days thereafter, the corporation shall have the prior right to
purchase all of the shares so offered at the price and upon the terms and
conditions stated in the notice. Should the corporation fail to purchase all of
these shares, at the expiration of said thirty-day period, or prior thereto upon
the determination of the corporation to purchase none or only a portion of such
shares so offered, the Secretary of the corporation shall, within five (5) days
thereafter, mail or deliver to each of the other common shareholders a notice
setting forth the particulars concerning said shares not so purchased by the
corporation described in the notice received from the offering shareholder. The
other shareholders shall have the right to purchase all of the shares specified
in said Secretary's notice by delivering to the Secretary by mail or otherwise a
written offer or offers to purchase all or any specified number of such shares
upon the terms so described to the Secretary within fifteen (15) days after
mailing or delivering such Secretary's notice to such other shareholders. If the
total number of shares specified in such offers so received within such period
by the Secretary exceeds the number of shares referred to in such Secretary's
notice, each offering shareholder shall be entitled to purchase such proportion
of the shares referred to in said notice to the Secretary, as the number of
shares of this corporation, which he holds, bears to the total number of shares
held by all such shareholders desiring to purchase the shares referred to in
said notice to the Secretary.

(b) If all the shares referred to in said notice to the Secretary are not
disposed of under such apportionment, each shareholder desiring to purchase
shares in a number in excess of his proportionate share, as provided above,
shall be entitled to purchase such proportion of those shares which remain thus
undisposed of, as the total number of shares which he holds bears to the total
number of shares held by all of the shareholders desiring to purchase shares in
excess of those to which they are entitled under such apportionment.


                                       23



(c) If none or only a part of the shares referred to in said notice to the
Secretary is purchased, as aforesaid, by the corporation or in accordance with
offers from one or more of the shareholders and may dispose of all of the shares
of stock referred to in said notice, to any person or persons to whom such
transfer is lawful under the applicable rules and statutes; provided, however,
that he shall not sell or transfer such shares at a lower price or on terms more
favorable to the purchaser or transferee than those specified in said notice to
the Secretary, nor to any person other than a licensed person.

(d) Within the limitations herein provided, this corporation may purchase the
shares of this corporation from any offering shareholder, provided, however,
that at no time shall this corporation be permitted to purchase all of its
outstanding voting shares. Any sale or transfer or purported sale or transfer of
the common shares of the corporation shall be null and void unless the terms,
conditions, and provisions of this Article V are strictly observed and followed.

(e) The foregoing restrictions shall not apply to a transfer by a shareholder in
trust to himself as trustee for his own benefit.

Section 5.11. Reports to Agency. Annual and periodic reports required by law and
the Rules of the Agency shall be prepared, verified and timely filed by an
officer of this corporation who is a licensed person.

Section 5.12. Inspection of Bylaws. The corporation shall keep in its principal
executive office in California, the original or a copy of the Bylaws as amended
or otherwise altered to date, certified by the Secretary, which shall be open to
inspection by the shareholders at all reasonable times during office hours.

Section 5.13. Construction and Definitions. Unless the context otherwise
requires, the general provisions, rules of construction and definitions
contained in the California General Corporation Law and the Rules of the Agency
shall govern the construction of these Bylaws.

                                   ARTICLE VI

                                   Amendments

Section 6.01. These Bylaws may be amended or repealed either by approval of the
majority of the outstanding shares or by the approval of the Board; provided,
however, that after the issuance of shares, a Bylaw changing the authorized
number of directors may only be adopted by the shareholders.

Section 6.02. Limitation on Amendments to Bylaws. Bylaws required by the Rules
of the Agency may not be altered, amended or repealed unless the action so taken
is recorded in the minute book of this corporation and promptly reported to the
Agency from time to time as required by its Rules.


                                       24



                                   ARTICLE VII

                           Suspension and Termination

Section 7.01. Suspension of Certain Bylaw Provisions. Upon the death or
disability of the sole remaining shareholder-director, the following provisions
of these Bylaws shall be suspended until one or more licensed persons shall
succeed such deceased, disqualified (as defined in Corporations Code Section
13401(d) or disabled sole shareholder-director or, in the case of disability or
disqualification, the sole remaining shareholder-director is restored to
capacity or reinstated by act of court or the Agency:

(a) The Preamble.

(b) So much of Section 1.02 which reads "subject to the Rules of the Agency".

(c) So much of the first sentence of Section 2.07 beginning with the words
"provided, however," through the end of said Section.

(d) The last sentence of Section 3.02.

(e) The last sentence of the first paragraph of Section 3.04.

(f) The third and fourth sentences of Section 4.01.

(g) The second paragraph of Section 5.05 and in its place the following: "Any
such certificate shall also contain such legend or other statement as may be
required by Section 418 of the General Corporation Law, the Corporate Securities
Law of 1968, the Federal Securities Laws, and any agreement between the
corporation and the issues thereof."

(h) The last sentence of the third paragraph of Section 5.05.

(i) The last sentence of Section 5.06.

(j) All of Section 5.07.

(k) All of Section 5.09.

(l) So much of Section 5.10(c) which reads "nor to any person".

(m) All of Section 5.11.

(n) So much of the first sentence of Section 5.13 which reads "and the Rules of
the Agency".

(o) All of Section 6.02.


                                       25



Section 7.02. Effect and Termination of Certificate of Registration. In the
event of revocation, withdrawal, surrender or cancellation of the Certificate of
Registration of this corporation as a professional corporation it shall cease to
be a professional corporation but its corporate existence shall not be affected,
the validity of its outstanding shares shall not be impaired and it shall not be
wound up or dissolved except as provided in the General Corporation Law of the
State of California.

KNOW ALL THESE MEN BY THESE PRESENT:

That we the undersigned, being all of the persons appointed in the Articles of
Incorporation to act as the first Board of Directors of NORMAN BRUCE JETTON,
M.D., INC. hereby assent to the foregoing Bylaws, and adopt the same as the
Bylaws of said professional corporation.

IN WITNESS WHEREOF, we have hereunto set our hands this 19th day of December,
1977.


/s/ Norman Bruce Jetton, M.D.
- --------------------------------
Directors

THIS IS TO CERTIFY:

That I am the duly elected, qualified and acting Secretary of NORMAN BRUCE
JETTON, M.D., INC. and that the above and foregoing Bylaws were adopted as the
Bylaws of said professional corporation on the 19th day of December, 1977, by
Norman Bruce Jetton, M.D., the person(s) appointed in the Articles of
Incorporation to act as the first director(s) of said professional corporation.

IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of December, 1977.


/s/ Janice A. Jetton
- --------------------------------
Secretary

THIS IS TO CERTIFY:

That I am the duly elected, qualified and acting Secretary of NORMAN BRUCE
JETTON, M.D., INC. and that the above and foregoing Code of Bylaws was submitted
to the shareholders at their first meeting held on the 19th day of December,
1977, and was ratified by the vote of the shareholders entitled to exercise the
majority of the voting power of said professional corporation.

IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of December, 1977.


/s/ Janice A. Jetton
- --------------------------------
Secretary


                                       26

EX-3.160

                                                                   Exhibit 3.160

                                        ARTICLES OF AMENDMENT OF
                                        JOHN R. VAUGHN, JR. P.C.

KNOW ALL MEN BY THESE PRESENTS:

      I, the undersigned, John R. Vaughn, Jr., President of John R. Vaughn, Jr.
P.C., a Georgia professional corporation (the "Corporation"), do hereby certify
that on May 27, 1997, all of the Directors and Shareholders of the Corporation,
by unanimous written consent, did adopt and approve the following resolutions
amending the Articles of Incorporation of the Corporation:

      1.    RESOLVED, that the Articles of Incorporation of the Corporation be
amended by deleting in its entirety Article I of the Articles of Incorporation
of the Corporation and substituting in lieu thereof the following:

                                       I.

      The name of the corporation is: Tifton Management Services, Inc.

      2.    RESOLVED, that the Articles of Incorporation of the Corporation be
amended by deleting in its entirety Article II of the Articles of Incorporation
of the Corporation and substituting in lieu thereof the following:

                                       II.

      The Corporation shall have perpetual duration, and may conduct any
business or other activity in which a business corporation created under the
Georgia Business Corporation Code may lawfully engage.

      3.    RESOLVED, that the President of the Corporation is hereby authorized
and directed on behalf of the Corporation to file Articles of Amendment with the
Secretary of State of Georgia as required by law.

      In accordance with Official Code of Georgia Annotated (O.C.G.A.) Section
14-2-1006(6), the Amendment to the Articles of Incorporation set forth above was
duly approved by the sole Shareholder of the Corporation in accordance with the
provisions of O.C.G.A. 14-2-1003.

      These Articles of Amendment are executed under seal by the undersigned
officer of the Corporation, this 27th day of May, 1997.

                                                JOHN R. VAUGHN, JR. P.C.

                                                By: /s/  John R. Vaughn
                                                    -------------------------
                                                John R. Vaughn, Jr., President



                            Articles of Incorporation
                                       of
                            John R. Vaughn, Jr., P.C.

                                       I.

The name of the corporation is:

                            John R. Vaughn, Jr., P.C.

                                       II.

      The Corporation shall have perpetual duration, and shall not be dissolved
or in any similar manner affected by the death, insanity, incompetency,
resignation, withdrawal or revocation or suspension of the license to practice
medicine of any one or more of the shareholders, except as provided under the
applicable provisions of the Georgia Professional Corporation Act, Georgia Laws
1970, p. 243.

      The Corporation is organized under the Georgia Business Corporation Code
and hereby elects to become subject to the Georgia Professional Corporation Act,
Georgia Laws, 1970, for the following purposes:

      (a)   To practice medicine as permitted by the Act and without violating
any applicable laws of the State of Georgia, or any applicable canons or
standards of professional ethics.

      (b)   In its own name to invest its funds in real estate, mortgages,
stocks, bonds or any other type of investment, and to own real or personal
property necessary or appropriate for rendering its professional services.

      (c)   To do and perform any and all acts and things whatsoever which are
both lawful and ethical and which may be or become necessary desirable, proper,
convenient, connected with or related or incidental to the foregoing purposes.

      (d)   To do all and everything necessary and proper for the accomplishment
of any of the purposes of or attaining to any of the objects or the furtherance
of the purposes and objects enumerated in these Articles of Incorporation or any
amendment thereof, necessary or incidental to the protection and benefit of this
Corporation, and to enter into any other lawful businesses from time to time
without limitation.

                                      III.

      This Corporation shall have authority to issue not more than 50,000 shares
of common stock of $1.00 par value.

                                       IV.

                                       2


      This corporation shall not commence business until it shall have received
not less than $500.00 in payment for the issuance of shares of stock.

                                       V.

      The initial registered office of the corporation shall be at 620 Rockmont
Drive, N.E., Atlanta, Georgia 30324. The initial registered agent of the
Corporation shall be John R. Vaughn, Jr.

                                       VI.

      The initial Board of Directors shall consist of one member who shall be:

                               John R. Vaughn, Jr.
                            620 Rockmont Drive, N.E.
                             Atlanta, Georgia 30324

                                      VII.

      The name and address of the incorporator is: Ruby Carpio Bell, 3445
Peachtree Rd., N.E., Suite 900, Atlanta, Georgia 30326.

      IN WITNESS WHEREOF, the undersigned execute these Articles of
Incorporation this the 13th day of June, 1978.

                                                 /s/Ruby Carpio Bell
                                                 ------------------------------
                                                 Ruby Carpio Bell, Incorporator

                                       3


                   CONSENT TO APPOINTMENT AS REGISTERED AGENT

TO:   Ben W. Fortson, Jr.
      Secretary of State
      Ex-Officio Corporation
      Commissioner
      State of Georgia

I, John R. Vaughn, Jr.,
- --------------------------------------------------------------------------------
           (Type or print name of person(s))

do hereby consent to serve as registered agent for the corporation

John R. Vaughn, Jr., P.C.
- --------------------------------------------------------------------------------
           (Type or print name of corporation)

This ________ day of ________ 19_____

                                                       /s/  John R. Vaughn, Jr
                                                       -------------------------

                                                       _________________________

Address of registered agent(s):
(Type or print address)

John R. Vaughn, Jr.

620 Rockmont Drive, NE

Atlanta, Georgia 30324

____________________________

                                       4

EX-3.161

                                                                   Exhibit 3.161

                                     BYLAWS

                                       OF

                        TIFTON MANAGEMENT SERVICES, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of TIFTON MANAGEMENT SERVICES, INC.
(the "Corporation") shall be such registered agent and office as shall from time
to time be established pursuant to the articles of incorporation, as amended
from time to time, of the Corporation (the "Charter") or by resolution of the
Board of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Georgia as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

     2.01. Meetings of Shareholders of the Corporation (the "Shareholders") for
any purpose may be held at such place, within or without the State of Georgia,
as shall be fixed from time to time by the Board, or, if the Board has not so
specified, then at such place as may be fixed by the person or persons calling
the meeting.

     2.02. An annual meeting of the Shareholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Shareholders, a complete
list of the Shareholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Shareholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Shareholder who may be present.

     2.04. Special meetings of the Shareholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a



majority of the Board, or the holders of not less than ten percent of all the
shares entitled to vote at the meetings. Business transacted at all special
meetings shall be confined to the objects stated in the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Shareholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
Shareholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Shareholders, the Shareholders
entitled to vote thereat, present in person or represented by proxy, shall
nevertheless have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At an adjourned session at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Shareholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Shareholders, unless otherwise provided by statute or the Charter. At any
meeting of the Shareholders, every Shareholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Shareholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Shareholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Shareholders entitled to notice of or to vote at a meeting of
Shareholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.


                                       2



     2.10. Any action required by statute to be taken at a meeting of the
Shareholders, or any action which may be taken at a meeting of the Shareholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Shareholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Shareholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Shareholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Shareholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Shareholders at the
annual meeting or a special meeting called for that purpose, but no decrease
shall have the effect of shortening the term of an incumbent director. Directors
need not be Shareholders or residents of the State of Georgia. The directors
shall be elected at the annual meeting of the Shareholders, except as
hereinafter provided, and each director elected shall hold office until his or
her successor shall be elected and shall qualify.

     3.03. At any meeting of Shareholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Shareholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Shareholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Shareholders.


                                       3



     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Shareholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Shareholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         Executive and Other Committees

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              Meetings of Directors

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Georgia.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Shareholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.


                                       4



     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically provided by statute or by the Charter or by these
bylaws. If a quorum shall not be present at any meeting of directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            Compensation of Directors

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Shareholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid; addressed to such director or Shareholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Shareholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.


                                       5



                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Shareholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.

     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              Chairman of the Board

     5.06. The Chairman of the Board shall preside at all meetings of the
shareholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             Chief Executive Officer

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           Vice-Chairman of the Board


                                       6



     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Shareholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  The President

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     The Secretary and Assistant Secretaries

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Shareholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Shareholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  The Treasurer

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.

     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.


                                       7



                                  Other Offices

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Shareholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of Georgia. Each certificate shall be signed by either the President or
any Vice President then in office and by either the Secretary, an Assistant
Secretary, or any Treasurer then in office, and may be sealed with the seal of
the Corporation or a facsimile thereof. If any certificate is countersigned by a
transfer agent, or an assistant transfer agent or registered by a registrar,
other than the Corporation or an employee of the Corporation, the signature of
any such officer of the Corporation may be a facsimile. Whenever the Corporation
shall be authorized to issue more than one class of stock, there shall be (1)
set forth conspicuously upon the face or back of each certificate a full
statement of (a) all of the designations, preferences, limitations, and relative
rights of the shares of each class authorized to be issued and (b) if the
Corporation is authorized to issue any preferred or special class in series, the
variations in the relative rights and preferences of the shares of each series
so far as the same have been fixed and determined and the authority of the Board
to fix and determine the relative rights and preferences of subsequent series;
or (2) stated conspicuously on the face or back of the certificate that (a) such
a statement is set forth in the Charter on file in the office of the Secretary
of State of Georgia and (b) the Corporation will furnish a copy of such
statement to the record holder of the certificate without charge upon request to
the Corporation at its principal place of business or registered office.
Whenever the Corporation by the Charter has limited or denied the preemptive
rights of Shareholders to acquire unissued or treasury shares of the
Corporation, each certificate (1) shall conspicuously set forth upon the face or
back of such certificate a full statement of the limitation or denial of
preemptive rights contained in the Charter, or (2) shall conspicuously state on
the face or back of the certificate that (a) such statement is set forth in the
Charter on file in the office of the Secretary of State of Georgia and (b) the
Corporation will furnish a copy of such statement to the record holder of the
certificate without charge upon request to the Corporation at its principal
place of business or registered office. If any restriction on the transfer or
the registration of the transfer of shares shall be imposed or agreed to by the
Corporation, as permitted by law, each certificate representing shares so
restricted (1) shall conspicuously set forth a full or summary statement of the
restriction on the face of the certificate, or (2) shall set forth such
statement on the back of the certificate and conspicuously refer to the same on
the


                                       8



face of the certificate, or (3) shall conspicuously state on the face or back of
the certificate that such a restriction exists pursuant to a specified document
and (a) that the Corporation will furnish to the record holder of the
certificate without charge upon written request to the corporation at its
principal place of business or registered office a copy of the specified
document, or (b) if such document is one required or permitted to be and has
been filed under the Georgia Corporation Act, that such document is on file in
the office of the Secretary of State of Georgia and contains a full statement of
such restriction.

                                Lost Certificates

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

                               Transfer of Shares

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by Georgia law, it shall be the duty of the Corporation or
the transfer agent of the Corporation to register the transfer as requested.

                             Registered Shareholders

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    Dividends

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Shareholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such


                                       9



purpose for a period of not more than fifty days prior to the payment date of
such dividend. In the absence of any action by the Board, the date upon which
the Board adopts the resolution declaring such dividend shall be the record
date.

                                    Reserves

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     Checks

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer car officers or such other person or persons as the Board
may from time to time designate.

                       Execution of Contracts, Deeds, Etc.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   Fiscal Year

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              Voting of Securities

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 Indemnification

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is


                                       10



threatened to be made a named defendant or respondent to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
arbitral, administrative, or investigative, any appeal in such action, suit, or
proceeding, and any inquiry or investigation that could lead to such an action,
suit, or proceeding, because such person is affect any right of any person
otherwise entitled to indemnification by virtue of this Section 7.07 at the time
of such repeal or modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1) the Charter or statute reserves the power exclusively to the
     Shareholders in whole or part; or

          (2) the Shareholders in amending, repealing or adopting a particular
     bylaw expressly provide that the Board may not amend or repeal such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Shareholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Shareholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                       11



                                   BY-LAWS OF

                            JOHN R. VAUGHN, JR., P.C.

                                   ARTICLE ONE

                                     OFFICES

     1.1 The address of the registered office of the corporation is John R.
Vaughn, Jr., P.C., 620 Rockmont Drive, N.E., Atlanta, Georgia; and the name of
the registered agent at this address is Dr. John R. Vaughn, Jr.

                                   ARTICLE TWO

                                  CAPITAL STOCK

     2.1 Certificates of stock shall be numbered consecutively in the order in
which they are issued. They shall be signed by the President and Secretary and
the seal of the corporation shall be affixed thereto. In an appropriate place in
the corporate records shall be entered the name of the person owning the shares,
the number of shares, and the date of issue. Certificates of stock exchanged or
returned shall be cancelled by the Secretary and placed in the corporate
records. Certificates of stock shall bear the following Notice:

                                     "NOTICE

          SHARES IN THIS PROFESSIONAL CORPORATION MAY ONLY BE ISSUED TO, HELD
          BY, OR TRANSFERRED TO A PERSON WHO IS LICENSED TO PRACTICE THE
          PROFESSION FOR WHICH THE CORPORATION IS ORGANIZED AND WHO, UNLESS
          DISABLED, IS ACTIVELY ENGAGED IN SUCH PRACTICE, EXCEPT AS OTHERWISE
          PROVIED IN SECTION 5 OF THE GEORGIA PROFESSIONAL CORPORATION ACT.
          SHARES STANDING IN THE NAME OF A DISQUALIFIED OR RETIRED PERSON, OR IN
          THE NAME OF THE PERSONAL REPRESENTATIVE OF A DECEASED PERSON, EXCEPT
          DURING THE HOLDING PERIOD PROVIDED IN SECTION 5 OF THIS ACT, ARE
          VOID."

     2.2 Transfers of stock shall be made on the stock books of the corporation
by the holder in person or by power of attorney, or by surrender of the old
certificate for such shares, duly assigned.

     2.3 The holders of the common stock shall be entitled to one vote for each
share of stock standing in their name.


                                       12



     2.4 Certificates of stock shall be issued, held, transferred, redeemed and
cancelled in strict conformity with the requirements of the Georgia Professional
Corporation Act.

                                  ARTICLE THREE

                             SHAREHOLDERS' MEETINGS

     3.1 The annual meeting of shareholders of the corporation shall be held
within or without the State of Georgia at such place and time as may from time
to time be fixed by the Board of Directors.

     3.2 At all meetings of shareholders, any holder of common stock shall be
entitled to cast one vote for each share of common stock held by such
shareholder, either in person or by written proxy.

     3.3 Special meetings of the shareholders may be called at any time by the
President or any holder or holders of as much as ten percent (10%) of the
outstanding capital stock of the corporation upon five days' notice, either
mailed to the last known address or personally given to each shareholder. Notice
of a special meeting may be waived by instrument in writing. Attendance at such
meeting in person or by proxy shall constitute a waiver of notice thereof.

     3.4 Notice of any special meeting of shareholders shall in general terms
state the purpose or purposes for which the meeting is called.

     3.5 At all meetings of shareholders a majority of the outstanding shares of
stock shall constitute a quorum for the transaction of business, and no
resolution or business shall be transacted without the favorable vote of a
majority of the shares represented at the meeting and entitled to vote. A lesser
number may adjourn from day to day.

     3.6 Any action to be taken at a meeting of the shareholders of the
corporation, or any action that may be taken at a meeting of the shareholders,
may be taken without a meeting if a consent in writing setting forth the action
so taken shall be signed by all of the shareholders entitled to vote with
respect to the subject matter thereof.

                                  ARTICLE FOUR

                                    DIRECTORS

     4.1 Subject to these by-laws, or any lawful agreement between the
shareholders, the full and entire management of the affairs and business of the
corporation shall be vested in the Board of Directors, which shall have and may
exercise all of the powers that may be exercised or performed by the
corporation.


                                       13



     4.2 The Board of Directors shall consist of one member who shall be elected
at an annual meeting of the shareholders and serve for a term of one year and
until their successors are elected. A majority of said Directors shall
constitute a quorum for the transaction of business. All resolutions adopted and
all business transacted by the Board of Directors shall require the affirmative
vote of a majority of the Directors present at the meeting.

     4.3 The Directors may fill the place of any Director which may become
vacant prior to the expiration of his term, such appointment by the Directors to
continue until the expiration of the term of the Director whose place has become
vacant.

     4.4 The Directors shall meet annually following the annual meeting of the
shareholders. Special meetings of the Directors may be called at any time by the
President or by any one of the Directors then holding office on five days'
notice. Notice of any such meeting may be waived by instrument in writing.
Notice shall be deemed given on the third day after mailing via U.S. first class
mail such notice to any director at his address as shown on the records of the
corporation. Attendance in person at such meeting shall constitute a waiver of
notice thereof. The signature of any Director approving the minutes of any
meeting of the Board of Directors, entered thereon, shall be effective to the
same extent as if such Director had been present at such meeting. Any meeting of
the Board of Directors may be held within or without the State of Georgia at
such place as may be determined by the person or persons calling the meeting.

     4.5 Any action to be taken at a meeting of the Directors, or any action
that may be taken at a meeting of the Directors, may be taken without a meeting
if a consent which may be in the form of minutes of a meeting in writing,
setting forth the action so taken, shall be signed by all of the Directors.

                                  ARTICLE FIVE

                                    OFFICERS

     5.1 The officers of the corporation shall consist of a President, a
Secretary and a Treasurer. The officers shall be elected by the Directors and
shall serve at the pleasure of the Board of Directors.

     5.2 The President shall be the chief executive officer of the corporation
and shall have general and active management of the operation of the
corporation. He shall be responsible for the administration of the corporation,
including general supervision of the policies of the corporation, general and
active management of the financial affairs of the corporation, and shall execute
bonds, mortgages or other contracts under the seal of the corporation. He shall
only borrow money on behalf of the corporation pursuant to authority which may
be general authority from the Board of Directors. The President shall have the
authority to institute or defend legal proceedings when the Directors are
deadlocked.


                                       14



     5.3 The Secretary shall keep minutes of all meetings of the shareholders
and Directors and have charge of the minute books, stock books and seal of the
corporation and shall perform such other duties and have such other powers as
may from time to time be delegated to him by the President or the Board of
Directors.

     5.4 The Treasurer shall be charged with the management of the financial
affairs of the corporation and shall have the power to recommend action
concerning the corporation's financial affairs to the President.

     5.5 Assistants to the Secretary and Treasurer and one or more Vice
Presidents may be appointed by and shall have such duties as shall be delegated
to them by the President or the Board of Directors.

                                   ARTICLE SIX

                                      SEAL

     6.1 The seal of the corporation shall be in such form as the Board of
Directors may from time to time determine, and shall initially be in the
following form:


                                        ----------------------------------------
                                        Corporate Seal
                                        Fulton County, Georgia

In the event it is inconvenient to use such a seal at any time, the signature of
the company followed by the word "Seal" enclosed in parentheses or scroll, shall
be deemed the seal of the corporation. The seal shall be in the custody of the
Secretary and affixed by him or any Assistant Secretary on the certificates of
stock and such other papers as may be directed by law, by these by-laws or by
the President or by the Board of Directors.

                                  ARTICLE SEVEN

                                    AMENDMENT

     7.1 These by-laws may be amended at any meeting of the shareholders by the
affirmative vote of a majority of those present at any meeting of the
shareholders of the corporation, or may be amended unanimously by the Board of
Directors provided that such amendment shall be ineffective after the date of
the next meeting of the shareholders unless approved at that meeting by the
affirmative vote of the holders of a majority of the issued and outstanding
shares of common stock of the corporation represented at such next meeting.


                                       15



                                  ARTICLE EIGHT

                                  REIMBURSEMENT

     8.1 Any payments made to an officer of the corporation such as a salary,
commission, bonus, interest, or rent, or entertainment expense incurred by him,
which shall be disallowed in whole or in part as a deductible expense by the
Internal Revenue Service, shall be reimbursed by such officer to the corporation
to the full extent of such disallowance. It shall be the duty of the Directors,
as a Board, to enforce payment of each such amount disallowed. In lieu of
payment by the officer, subject to the determination of the Directors,
proportionate amounts may be withheld from his future compensation payments
until the amount owed to the corporation has been recovered.

                                  ARTICLE NINE

                             EMPLOYEE BENEFIT PLANS

     9.1 The corporation hereby establishes one or more of the following
Employee Benefit Plans: (1) a pension plan; (2) a profit sharing plan; (3) a
sick pay plan; (4) a medical expense plan; or (5) other fringe benefit or
incentive compensation plans.

                                   ARTICLE TEN

                                 INDEMNIFICATION

     10.1 Any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by the
corporation) by reason of the fact that he is or was a director, officer,
employee or agent of this corporation, or of a similar position for another
corporation, partnership, joint venture, trust or other enterprise at the
request of this corporation, shall be indemnified by this corporation, against
all expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding shall be indemnified against all expense (including
attorneys' fees) actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit, if he acted in a manner he
reasonably believed to be in or not opposed to the best interests of this
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in a manner which he reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.


                                       16



     10.2 Determination of the right to such indemnification and the amount
thereof may be made, at the option of the person to be indemnified, pursuant to
procedure set forth from time to time in the by-laws or by any of the following
procedures: (a) order of the court or administrative body or agency having
jurisdiction of the action, suit or proceeding, (b) resolution adopted by a
majority of a quorum of the board of directors who have incurred expenses in
connection with such action, suit or proceeding, (c) resolution adopted by a
majority of a quorum of the stockholders entitled to vote at any meeting, or (d)
order of any court having jurisdiction over the corporation. Such right of
indemnification shall not be exclusive of any other right which such directors,
officers and employees of the corporation and the other persons above mentioned,
may have or hereafter acquire and, without limiting the generality of such
statement, they shall be entitled to their respective rights of indemnification
or reimbursement under any by-law, agreement, vote of stockholders, provision of
law, insurance policy, or otherwise, as well as their rights under this Article.
The provisions of this Article shall apply to any member of any committee
appointed by the board of directors as fully as though such person had been a
director, officer or employee of the corporation.

     10.3 A disinterested majority of the board of directors of this corporation
or a majority of a quorum of the stockholders entitled to vote at a meeting
shall be authorized to pay to any person entitled to indemnification under this
Article, all actual expenses incurred in connection with such action, suit or
proceeding during the pendancy thereof.

     10.4 It is the intention of this corporation that this Article of the
By-Laws of this corporation and the indemnification hereunder shall extend to
the maximum indemnification possible under the laws of the State of Georgia, and
if any one or more words, phrases, clauses, sentences, or section of this
Article should be held unenforceable for any reason, all remaining portions of
this Article shall remain of full force and effect.

     10.5 No contract or other transaction between this Corporation and any
other firm, association or corporation shall be affected or invalidated by the
fact that any of the members of the Board of Directors of this Corporation are
interested in or are members, shareholders, governors, directors or officers of
such firm, association or corporation; and no contract, act or transaction of
this Corporation with any individual firm, association or corporation shall be
affected or invalidated by the fact that any of the members of the Board of
Directors of this Corporation are parties to or interested in such contract, act
or transaction or are in any way connnected with such individual, firm,
association or corporation. Each individual who may become a member of the Board
of Directors of this Corporation is hereby relieved from any liability that
might otherwise exist from contracting with this Corporation for the benefit of
himself or any firm, association or corporation in which he may in any way be
interested.


                                       17

EX-3.162

                                                                   Exhibit 3.162

                            ARTICLES OF AMENDMENT OF
                         TUCKER EMERGENCY SERVICES, P.C.

Pursuant to O.C.G.A. Section 14-2-1006 of the Georgia Business Corporation Code,
Tucker Emergency Services, P.C., a Georgia Professional Corporation, hereby
submits the following Articles of Amendment:

1. The name of the corporation is Tucker Emergency Services, P.C.

2. The First Article of the Articles of Incorporation is deleted in its entirety
and hereby amended to read as follows:

                                       "1.

The name of the corporation is: Tucker Emergency Services, Inc."

3. The Eleventh Article of the Articles of Incorporation is deleted in its
entirety and hereby amended to read as follows:

                                      "11.

This Corporation is organized pursuant to the Georgia Business Corporation Code,
and shall be governed by the provisions of the Georgia Business Corporation
Code."

4. Pursuant to O.C.G.A. Section 14-2-1002, the foregoing Amendment was adopted
by the sole Shareholder and Director on 12/31, 1997.

IN WITNESS WHEREOF, Tucker Emergency Services, P.C., has caused these Articles
of Amendment to be executed and its corporate seal to be affixed and has caused
the foregoing to be attested, all by its duly authorized officers on this 31 day
of December, 1997.

                                        TUCKER EMERGENCY SERVICES, P.C.


                                        By /s/ Eric Deal
                                           -------------------------------------
                                           Eric Deal, D.O., President

                                           (CORPORATE SEAL)


ATTEST


/s/ Sherice Deal
- -------------------------------------
Secretary



                            CONSENT TO ACTION OF THE
                           SHAREHOLDER AND DIRECTOR OF
                         TUCKER EMERGENCY SERVICES, P.C.

I, the undersigned, being the sole Shareholder and the duly elected Director of
Tucker Emergency Services, P.C., a Georgia Professional Corporation, hereby
consent to the following action in lieu of a meeting of the Shareholder and
Board of Directors, pursuant to Section 14-2-821 and Section 14-2-704 of the
Georgia Business Corporation Code:

1. The Articles of Incorporation of the Corporation are to be amended by
deleting the First Article in its entirety and substituting in its place:

                                       "1.

The name of the Corporation is: Tucker Emergency Services, Inc."

2. The Articles of Incorporation of the Corporation are to be amended by
deleting the Eleventh Article in its entirety and substituting in its place:

                                      "11.

This Corporation is organized pursuant to the Georgia Business Corporation Code,
and shall be governed by the provisions of the Georgia Business Corporation
Code."

Dated 12/31, 1997


                                        /s/ Eric Deal
                                        ----------------------------------------
                                        Eric Deal, D.O.,
                                        Shareholder and Director


                                       2



                  CERTIFICATE REGARDING REQUEST FOR PUBLICATION
                      OF NOTICE OF CHANGE OF CORPORATE NAME

I, the undersigned, am the attorney for the corporation, and thus authorized to
act on behalf of Tucker Emergency Services, P.C., a Georgia Professional
Corporation.

I hereby verify that:

A request for publication of a notice of intent to file Articles of Amendment to
change the name of the corporation has been delivered to the Secretary of State.
The request for publication of such notice will be mailed or delivered to The
Atlanta Jewish Times on December 31, 1997 and payment will be made as required
by Section 14-2-1006.1 of the Official Code of Georgia Annotated.

So, CERTIFIED, this 31st day of December, 1997.


/s/ Claire A. Mattson                 (SEAL)
- -------------------------------------
Claire A. Mattson, Attorney for
Tucker Emergency Services, P.C.


                                       3



                            ARTICLES OF INCORPORATION
                                       OF
                         TUCKER EMERGENCY SERVICES, P.C.

                                       1.

The name of the corporation shall be:

TUCKER EMERGENCY SERVICES, P.C.

                                       2.

The initial registered off ice of the Corporation shall be at Six Piedmont
Center, Suite 720, Atlanta, Georgia 30305. The registered agent of the
Corporation at such address shall be George M. Fox. The name and address of the
incorporator is George M. Fox.

                                       3.

The purpose of the corporation is: to conduct the practice of the profession of
osteopathic medicine, specializing in emergency medicine, traumatic medicine and
cardiology, but also including the practice of all other related medical
practices and procedures; to furnish related laboratory and clinical services;
to own, hold, and lease such real and personal property as will be useful to the
successful operation of the foregoing activities; and to perform such other
related activities as may be necessary or appropriate for the better
accomplishment of the purposes herein set forth.

                                       4.

The Corporation shall issue shares of stock in the manner prescribed by the
Articles of Incorporation and by the By-Laws of the Corporation. The Corporation
shall have authority to issue not more than 100,000 shares with par value of
$1.00 per share. The Corporation shall not commence business until it shall have
received not less than $500.00 in payment for the issuance of such shares of
stock. All such common stock issued shall be fully paid and nonassessable, and
shall have such value as stated in the By-Laws of the Corporation. No
shareholder shall sel1, assign, pledge, transfer or otherwise dispose of
(whether by operation of law or otherwise) his stock in the Corporation without
complying with such restrictions, if any, as may be set forth in the By-Laws of
the Corporation.

                                       5.

The corporation shall be managed by a Board of Directors initially consisting of
one member, who shall be:

                                  Eric A. Deal
                              846 Holly Hedge Road


                                       4



                          Stone Mountain, Georgia 30083

                                       6.

The Corporation shall have perpetual duration and shall have continuity of life.

                                       7.

The Board of Directors may, from time to time, and in its discretion, distribute
to the shareholders out of the capital surplus of the Corporation a portion of
the assets, in cash or property.

                                       8.

None of the holders of shares shall have any preemptive rights or be entitled as
a matter of right to purchase, subscribe for or otherwise acquire: any new or
additional shares of stock of the Corporation of any class; or any options or
warrants to purchase, subscribe for or otherwise acquire any indebtedness or
other securities convertible into or carrying options; or warrants to purchase,
subscribe for or otherwise acquire such new or additional shares.

                                       9.

It is contemplated that the stockholders shall be employees of the Corporation
and subject to its management and control in the same manner as other employees,
notwithstanding their ownership of shares in the Corporation.

                                       10.

The Corporation shall be authorized, upon the adoption of a resolution by the
Board of Directors, to purchase its own shares from the unreserved and
unrestricted capital surplus available therefor.

                                       11.

This Corporation is organized pursuant to the Georgia Business Corporation Code,
and shall be governed by the provisions of the Georgia Professional Corporation
Act.


                                       5



IN WITNESS WHEREOF, the undersigned executes these Articles of Incorporation.

                                        GEORGE M. FOX, P.C.


                                        By: /s/ George M. Fox
                                            ------------------------------------
                                            GEORGE M. FOX

Six Piedmont Center - Suite 720
3252 Piedmont Road, N.E.
Atlanta, Georgia 30305
(404) 266-0700


                                       6



                   CONSENT TO APPOINTMENT AS REGISTERED AGENT

TO: Secretary of State
    Ex-Officio Corporation Commissioner
    State of Georgia

     I, GEORGE M. FOX, hereby consent to serve as registered agent for TUCKER
EMERGENCY SERVICES, P.C.

     Dated July 13, 1998.


                                        /s/ George M. Fox
                                        ----------------------------------------
                                        GEORGE M. FOX

Address of registered agent:

Six Piedmont Center, Suite 720
3525 Piedmont Road, N.E.
Atlanta, Georgia 30305


                                       7

EX-3.163

                                                                   Exhibit 3.163

                                     BYLAWS

                                       OF

                         TUCKER EMERGENCY SERVICES, INC.

                                    ARTICLE I

                                     OFFICES

     1.01 The registered agent and office of TUCKER EMERGENCY SERVICES, INC.
(the "Corporation") shall be such registered agent and office as shall from time
to time be established pursuant to the articles of incorporation, as amended
from time to time, of the Corporation (the "Charter") or by resolution of the
Board of Directors of the Corporation (the "Board").

     1.02 The Corporation may also have offices at such other places both within
and without the State of Georgia as the Board may from time to time determine or
the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.01 Meetings of Stockholders of the Corporation (the "Stockholders") for
any purpose may be held at such place, within or without the State of Georgia,
as shall be fixed from time to time by the Board, or, if the Board has not so
specified, then at such place as may be fixed by the person or persons calling
the meeting.

     2.02 An annual meeting of the Stockholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03 At least ten days before each meeting of Stockholders, a complete list
of the Stockholders entitled to vote at said meeting arranged in alphabetical
order, with the residence of each and the number of voting shares held by each,
shall be prepared by the officer or agent having charge of the stock transfer
books. Such list, for a period of ten days prior to such meeting, shall be kept
on file at the registered office of the Corporation and shall be subject to
inspection by any Stockholder at any time during usual business hours. Such list
shall be produced and kept open at the time and place of the meeting during the
whole time thereof, and shall be subject to the inspection of any Stockholder
who may be present.

     2.04 Special meetings of the Stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote



at the meetings. Business transacted at all special meetings shall be confined
to the objects stated in the notice of the meeting.

     2.05 Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Stockholder of record entitled to vote at the meeting.

     2.06 The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
Stockholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Stockholders, the Stockholders
entitled to vote thereat, present in person or represented by proxy, shall
nevertheless have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At an adjourned session at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.

     2.07 When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

     2.08 Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders, unless otherwise provided by statute or the Charter. At any
meeting of the Stockholders, every Stockholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Stockholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Stockholders present at the meeting.

     2.09 The Board may fix in advance a record date for the purpose of
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.


                                        2



     2.10 Any action required by statute to be taken at a meeting of the
Stockholders, or any action which may be taken at a meeting of the Stockholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Stockholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Stockholders.

     2.11 Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Stockholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01 The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Stockholders.

     3.02 The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Stockholders at the
annual meeting or a special meeting called for that purpose, but no decrease
shall have the effect of shortening the term of an incumbent director. Directors
need not be Stockholders or residents of the State of Georgia. The directors
shall be elected at the annual meeting of the Stockholders, except as
hereinafter provided, and each director elected shall hold office until his or
her successor shall be elected and shall qualify.

     3.03 At any meeting of Stockholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Stockholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Stockholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Stockholders.

     3.04 Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such


                                        3



directorships and any newly created directorships of such class or series to be
filled by reason of an increase in the number of such directors may be filled by
the affirmative vote of a majority of the directors elected by such class or
series then in office or by a sole remaining director so elected, or by the vote
of the holders of the outstanding shares of such class or series, and such
directorships shall not in any case be filled by the vote of the remaining
directors or the holders of the outstanding shares as a whole unless otherwise
provided in the Charter.

     3.05 At each election for directors, every Stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Stockholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         Executive and Other Committees

     3.06 The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              Meetings of Directors

     3.07 The directors of the Corporation may hold their meetings, both regular
and special, either within or without the State of Georgia.

     3.08 The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Stockholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09 Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10 Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

     3.11 At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the


                                        4



Board, except as may be otherwise specifically provided by statute or by the
Charter or by these bylaws. If a quorum shall not be present at any meeting of
directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

     3.12 Any action required or permitted to be taken at a meeting of the Board
or any committee may be taken without a meeting if a consent in writing, setting
forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13 Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            Compensation of Directors

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

                                   ARTICLE IV

                                     NOTICES

     4.01 Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Stockholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Stockholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02 Whenever any notice is required to be given to any Stockholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V


                                        5



                                    OFFICERS

     5.01 The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02 The Board at its first meeting after each annual meeting of
Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.

     5.03 The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04 The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05 Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              Chairman of the Board

     5.06 The Chairman of the Board shall preside at all meetings of the
stockholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             Chief Executive Officer

     5.07 The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           Vice-Chairman of the Board

     5.08 The Vice-Chairman of the Board shall have duties assigned by the Board
and shall preside in the absence of the Chairman, at all meetings of the
Stockholders and the Board. He shall be ex-officio a member of all standing
committees.


                                        6



                                  The President

     5.09 The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     The Secretary and Assistant Secretaries

     5.10 The Secretary shall attend all sessions of the Board and all meetings
of the Stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Stockholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11 Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  The Treasurer

     5.12 The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.

     5.13 The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14 If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15 Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  Other Offices


                                        7



     5.16 Any Executive Vice President, Vice President, or other officer elected
by the Board shall have such powers and perform such duties as the Board may
from time to time prescribe or as the President may from time to time delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01 Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Stockholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of Georgia. Each certificate shall be signed by either the President or
any Vice President then in office and by either the Secretary, an Assistant
Secretary, or any Treasurer then in office, and may be sealed with the seal of
the Corporation or a facsimile thereof. If any certificate is countersigned by a
transfer agent, or an assistant transfer agent or registered by a registrar,
other than the Corporation or an employee of the Corporation, the signature of
any such officer of the Corporation may be a facsimile. Whenever the Corporation
shall be authorized to issue more than one class of stock, there shall be (1)
set forth conspicuously upon the face or back of each certificate a full
statement of (a) all of the designations, preferences, limitations, and relative
rights of the shares of each class authorized to be issued and (b) if the
Corporation is authorized to issue any preferred or special class in series, the
variations in the relative rights and preferences of the shares of each series
so far as the same have been fixed and determined and the authority of the Board
to fix and determine the relative rights and preferences of subsequent series;
or (2) stated conspicuously on the face or back of the certificate that (a) such
a statement is set forth in the Charter on file in the office of the Secretary
of the State of Georgia and (b) the Corporation will furnish a copy of such
statement to the record holder of the certificate without charge upon request to
the Corporation at its principal place of business or registered office.
Whenever the Corporation by the Charter has limited or denied the preemptive
rights of Stockholders to acquire unissued or treasury shares of the
Corporation, each certificate (1) shall conspicuously set forth upon the face or
back of such certificate a full statement of the limitation or denial of
preemptive rights contained in the Charter, or (2) shall conspicuously state on
the face or back of the certificate that (a) such statement is set forth in the
Charter on file in the office of the Secretary of Georgia and (b) the
Corporation will furnish a copy of such statement to the record holder of the
certificate without charge upon request to the Corporation at its principal
place of business or registered office. If any restriction on the transfer or
the registration of the transfer of shares shall be imposed or agreed to by the
Corporation, as permitted by law, each certificate representing shares so
restricted (1) shall conspicuously set forth a full or summary statement of the
restriction on the face of the certificate, or (2) shall set forth such
statement on the back of the certificate and conspicuously refer to the same on
the face of the certificate, or (3) shall conspicuously state on the face or
back of the certificate that such a restriction exists pursuant to a specified
document and (a) that the Corporation will furnish to the record holder of the
certificate without charge upon written request to the


                                        8



corporation at its principal place of business or registered office a copy of
the specified document, or (b) if such document is one required or permitted to
be and has been filed under the Georgia Business Corporation Code, that such
document is on file in the office of the Secretary of Georgia and contains a
full statement of such restriction.

                                Lost Certificates

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

                               Transfer of Shares

     6.03 Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by Georgia law, it shall be the duty of the Corporation or
the transfer agent of the Corporation to register the transfer as requested.

                             Registered Stockholders

     6.04 Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    Dividends

     7.01 Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Stockholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period or not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.


                                        9



                                    Reserves

     7.02 There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     Checks

     7.03 All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       Execution of Contracts, Deeds, Etc.

     7.04 The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   Fiscal Year

     7.05 The fiscal year of the Corporation shall be fixed by resolution of the
Board.

                              Voting of Securities

     7.06 Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 Indemnification

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, arbitral, administrative, or investigative, any appeal in such action,
suit, or proceeding, and any inquiry or investigation that could lead to such


                                       10



an action, suit, or proceeding, because such person is or was a director or
officer of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, partner, venturer, proprietor, trustee,
employee, agent, or similar functionary of another corporation, partnership,
joint venture, sole proprietorship, trust, employee benefit plan, or other
enterprise, against judgments, penalties (including excise and similar taxes),
fines, settlements, and reasonable expenses (including attorneys' fees) actually
incurred by such person in connection with such action, suit, or proceeding. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that an individual did not act in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

          (b) Subject to any limitation which may be contained in the Charter,
the Corporation shall, to the full extent permitted by law, pay or reimburse on
a current basis the expenses incurred by any person described in subsection (a)
of this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief that he has met
the standard of conduct necessary for indemnification and (ii) a written
undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

          (c) If required by law at the time such payment is made, any payment
of indemnification or advance of expenses to a director shall be reported in
writing to the stockholders with or before the notice or waiver of notice of the
next Stockholder's meeting or with or before the next submission to Stockholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

          (d) The Corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
Corporation or who is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee; employee, agent, or
similar functionary of another foreign or domestic corporation, partnership,
joint venture, sole proprietorship, trust, employee benefit plan, or other
enterprise, against any liability asserted against him and incurred by him in
such a capacity or arising out of his status as such a person, whether or not
the corporation would have the power to indemnify him against that liability
under this article, subject to any restrictions imposed by law. The Corporation
may create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

          (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Stockholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person.


                                       11



The rights provided in this Section 7.07 shall be deemed to be provided by a
contract between the Corporation and the individuals who serve in the capacities
described in subsection (a) hereof at any time while these bylaws are in effect,
and no repeal or modification of this Section 7.07 by the Stockholders shall
adversely affect any right of any person otherwise entitled to indemnification
by virtue of this Section 7.07 at the time of such repeal or modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01 The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1)  the Charter or statute reserves the power exclusively to the
               Stockholders in whole or part; or

          (2)  the Stockholders in amending, repealing or adopting a particular
               bylaw expressly provide that the Board may not amend or repeal
               such bylaw.

     8.02 Unless the Charter or a bylaw adopted by the Stockholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Stockholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                       12

EX-3.164

                                                                Exhibit 3.164

                          CERTIFICATE OF INCORPORATION
                                       OF
                        ADAM TRANSPORTATION SERVICE, INC.

     The undersigned, a natural person of the age of eighteen years or over,
desiring to form a corporation pursuant to the provisions of the Business
Corporation Law of the State of New York, hereby certifies as follows:

          FIRST: The name of the corporation is

                        ADAM TRANSPORTATION SERVICE, INC.

hereinafter sometimes called "the corporation."

          SECOND: The purpose for which it is formed is as follows:

     The purpose for which this corporation is organized is to engage in any
lawful act or activity for which corporations may be formed under the Business
Corporation Law provided that the corporation is not formed to engage in any act
or activity which requires the consent or approval of any state official,
department, board, agency or other body, without such consent or approval first
being obtained.



     For the accomplishment of the aforesaid purposes, and in furtherance
thereof, the corporation shall have and may exercise all of the powers,
conferred by the Business Corporation Law upon corporations formed thereunder,
subject to any limitations contained in Article 2 of said law or in accordance
with the provisions of any other statute of the State of New York.

          THIRD: The-office of the corporation in the State of New York is to be
located in the County of Westchester.

          FOURTH: The aggregate number of shares which the corporation shall
have the authority to issue is 200, no par value.

          FIFTH: The Secretary of State is designated as the agent of the
corporation upon whom process against the corporation may be served, and the
address to which the Secretary of State shall mail a copy of any process against
the corporation served upon him is c/o The Corporation, 722 Nepperhan Avenue,
Yonkers, New York 10703.

          IN WITNESS WHEREOF I hereunto sign my name and affirm that statements
made herein are true under the penalties of perjury this 12th day of December,
1988.


Incorporator:                           /s/ Linda Pellitier
                                        ----------------------------------------
                                        Linda Pellitier

Address:                                283 Washington Avenue Albany,
                                        New York 12206

                                        283 Washington Avenue Albany,
                                        New York 12206


                                        2



                          CERTIFICATE OF INCORPORATION
                                       OF
                        ADAM TRANSPORTAT1ON SERVICE, INC.

                Under Section 402 of the Business Corporation Law

Filer:

         Roberts & Roberts
         One Old Country Road, Suite 350
         Carle Place, New York  11514


                                        3



                              CERTIFICATE OF CHANGE
                                       OF
                        ADAM TRANSPORTATION SERVICE, INC.
               UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW

     WE, THE UNDERSIGNED, Robert E. Jarrett and Robert H. Byrne, being
respectively the Vice-President, Financial Operations and Secretary of Adam
Transportation Service, Inc. hereby certify:

     1.   The name of the corporation is Adam Transportation Service, Inc.

     2.   The Certificate of Incorporation of said corporation was filed by the
          Department of State on December 23, 1988.

     3.   The following was authorized by the Board of Directors:

          A.   To change the location of the corporation's office in New York
               from the County of Westchester to the County of New York.

          B.   To change the post office address to which the Secretary of State
               shall mail a copy of process in any action or proceeding against
               the corporation which may be served on him from c/o The
               Corporation, 722 Nepperhan Avenue, Yonkers, New York 10703 to c/o
               CT Corporation, 1633 Broadway, New York, New York 10019.

          C.   To designate the registered agent in New York upon whom all
               process against the corporation may be served on as CT
               Corporation System, 1633 Broadway, New York 10019.

     IN WITNESS WHEREOF, we have signed this Certificate on the 18 of April,
1995 and we affirm the statements contained therein as true under penalties of
perjury.


                                        /s/ Robert E. Jarrett
                                        ----------------------------------------
                                        Robert E. Jarrett - Vice President,
                                        Financial Operations


                                        /s/ Robert H. Byrne
                                        ----------------------------------------
                                        Robert H. Byrne - Secretary


                                        4



                              CERTIFICATE OF CHANGE
                                       OF
                        ADAM TRANSPORTATION SERVICE, INC.

               UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW

LAIDLAW TRANSIT INC.
3221 N. SERVICE ROAD
BURLINGTON ONTARIO CANADA L7R 3Y8


                                        5



                              CERTIFICATE OF MERGER
                                       OF
                  ASSOCIATED AMBULANCE & HEALTH SERVICES, INC.
                                      INTO
                        ADAM TRANSPORTATION SERVICE, INC.

                            UNDER SECTION 904 of the
                            BUSINESS CORPORATION LAW

     We, the undersigned, Robert E. Jarrett and Robert H. Byrne, being
respectively the Vice-President and the Secretary of Associated Ambulance &
Health Services, Inc., and Robert E. Jarrett and Robert H. Byrne, being
respectively the Vice-President and Secretary of Adam Transportation Service,
Inc. hereby certify:

     1.   (a)  The name of each constituent is as follows:

               Associated Ambulance & Health Services, Inc.

               Adam Transportation Service, Inc.

          (b)  The name of the surviving corporation is Adam Transportation
               Service, Inc. and following the merger its name shall be Adam
               Transportation Service, Inc.

     2. As to each constituent corporation, the designation and number of
outstanding shares of each class and series and the voting rights thereof are as
follows:



                             Designation and number     Class or Series    Shares entitled
Name of                     of shares in each class   of Shares entitled     to vote as a
Corporation                  or series outstanding          to Vote        class or series
- -----------                 -----------------------   ------------------   ---------------
                                                                  
Associated Transportation          24 Common                Common                1
& Health Services, Inc

Adam Transportation                100 Common               Common                1
Services, Inc.


     3. There will be no amendments or changes made to the Certificate of
Incorporation of the surviving corporation once the merger hits taken place.

     4. The date when the Certificate of Incorporation of each constituent
corporation was filed by the Department of State is as follows:


                                        6





Name of Corporation                            Date of Incorporation
- -------------------                            ---------------------
                                            
Associated Ambulance & Health Services, Inc.   March 9, 1981
Adam Transportation Service, Inc.              December 23, 1988


     5. The merger was adopted by each constituent corporation in the following
manner:

     (a)  As to Associated Ambulance & Health Services, Inc., by the unanimous
          written consent of the shareholders.

     (b)  As to Adam Transportation Service, Inc., by the unanimous written
          consent of the shareholders.

     6. The merger shall be effected on the 31st day of August, 1995.

     IN WITNESS WHEREOF, we have signed this certificate on the 23 day of
August, 1995, and we affirm the statements therein as true under penalties or
perjury.

                                        Associated Ambulance & Health
                                        Services, Inc.


                                        By: /s/ Robert E. Jarrett
                                            ------------------------------------
                                            Robert E. Jarrett - Vice President


                                        By: /s/ Robert E. Jarrett
                                            ------------------------------------
                                            Robert E. Jarrett - Secretary


                                        Adam Transportation Service, Inc.


                                        By: /s/ Robert E. Jarrett
                                            ------------------------------------
                                            Robert E. Jarrett - Vice President


                                        By: /s/ Robert E. Jarrett
                                            ------------------------------------
                                            Robert H. Byrne - Secretary


                                        7



                              CERTIFICATE OF MERGER
                                       OF
                  ASSOCIATED AMBULANCE & HEALTH SERVICES, INC.
                                      INTO
                        ADAM TRANSPORTATION SERVICE, INC.

                UNDER SECTION 904 OF THE BUSINESS CORPORATION LAW

LAIDLAW TRANSPORTATION LIMITED
3221 N. SERVICE ROAD
BURLINGTON, ONTARIO CANADA L7N 3G2


                                        8



                              CERTIFICATE OF MERGER
                                       OF

                       Associated Ambulance Service, Inc.,
                       Adam Transportation Service, Inc.,
                          Park Ambulance Service, Inc.,
                     Five Counties Ambulance Service, Inc.,
                        Sunrise Handicap Transport Corp.

                                      INTO
                           MEDTRANS OF NEW YORK, INC.

     We, the undersigned, Michael Forsayeth and Robert H. Byrne, being
respectively the Vice-President and the Secretary of MedTrans of New York, Inc.,
and Michael Forsayeth and Robert H. Byrne, being respectively the Vice-President
and Secretary of Associated Ambulance Service, Inc., Adam Transportation
Service, Inc., Park Ambulance Service, Five Counties Ambulance Service, Inc. and
Sunrise Handicap Transport Corp. hereby certify:

     1.   (a)  The name of each constituent is as follows:

               MedTrans of New York, Inc.
               Associated Ambulant Service, Inc.,
               Adam Transportation Service, Inc.,
               Park Ambulance Service, Inc.,
               Five Counties Ambulance Service, Inc.,
               Sunrise Handicap Transport Corp.

          (b)  The name of the surviving corporation is MedTrans of New York,
               Inc. and following the merger its name shall be MedTrans of New
               York, Inc.

     2. As to each constituent corporation, the designation and number of
outstanding shares of each class and series and the voting rights thereof are as
follows:



                                 Designation and number     Class or Series     Shares entitled
Name of                         of shares in each class   of Shares entitled     to vote as a
Corporation                      or series outstanding          to Vote        class or series
- -----------                     -----------------------   ------------------   ----------------
                                                                      
MedTrans of
New York, Inc.                         100 Common               Common                1

Associated Ambulance                  1,000 Common              Common                1
Services, Inc

Adam Transportation Services,          100 Common               Common                1
Inc.



                                        9



                                                                             
Park Ambulance                          50 Common               Common                1
Service, Inc.

Five Counties Ambulance                100 Common               Common                1
Service, Inc.

Sunrise Handicap                       100 Common               Common                1
Transport Corp.



     3. There will be no amendment or changes made to the Certificate of
Incorporation of the surviving corporation once the merger has taken place.

     4. The date when the Certificate of Incorporation of each constituent
corporation was filed by the Department of State is as follows:



         Name of Corporation            Date of Incorporation
         -------------------            ---------------------
                                     
MedTrans of New York, Inc.              December 27, 1994

Associated Ambulance Services, Inc.     April 8, 1988 (under the name of
                                        AMB-U- Chair Coaches, Inc.)
Adam Transportation Services, Inc       December 23, 1988

Park Ambulance Service, Inc.            August 3, 1964 (under the name of
                                        Park Ambulance & Oxygen Service, Inc)

Five Counties Ambulance Service, Inc.   November 23, 1964

Sunrise Handicap Transport Corp.        May 11, 1981


     5. The merger was adopted by each constituent corporation in the following
manner:

     (a)  As to MedTrans of New York, Inc., by the unanimous written consent of
          the shareholders.

     (b)  As to Associated Ambulance, Inc., by the unanimous written consent of
          the shareholders.

     (c)  As to Adam Transportation Service; Inc., by the unanimous written
          consent of the shareholders.

     (d)  As to Park Ambulance Service, Inc., by the unanimous written consent
          of the shareholders.

     (e)  As to Five Counties Ambulance Service, Inc., by the unanimous written


                                       10



          consent of the shareholders.

     (f)  As to Sunrise Handicap Transport Corp., by the unanimous written
          consent of the shareholders.

     6. The merger shall be effected on the 31st day of August, 1996.

     IN WITNESS WHEREOF, we have signed this certificate on the 27 day of
August, 1996, and we affirm the statements therein as true under penalties or
perjury.

                                        MedTrans of New York, Inc.


                                        By: /s/ Michael Forsayeth
                                            ------------------------------------
                                            Michael Forsayeth - Vice President


                                        By: /s/ Robert H. Byrne
                                            ------------------------------------
                                            Robert H. Byrne - Secretary


                                        Associated Ambulance Service, Inc.


                                        By: /s/ Michael Forsayeth
                                            ------------------------------------
                                            Michael Forsayeth - Vice President


                                        By: /s/ Robert H. Byrne
                                            ------------------------------------
                                            Robert H. Byrne - Secretary


                                        Adam Transportation, Inc.


                                        By: /s/ Michael Forsayeth
                                            ------------------------------------
                                            Michael Forsayeth - Vice President


                                        By: /s/ Robert H. Byrne
                                            ------------------------------------
                                            Robert H. Byrne - Secretary


                                       11



SIGNATURES CONTINUED...

                                        Park Ambulance Service, Inc.


                                        By: /s/ Michael Forsayeth
                                            ------------------------------------
                                            Michael Forsayeth - Vice President


                                        By: /s/ Robert H. Byrne
                                            ------------------------------------
                                            Robert H. Byrne - Secretary


                                        Five Counties Ambulance Service, Inc.


                                        By: /s/ Michael Forsayeth
                                            ------------------------------------
                                            Michael Forsayeth - Vice President


                                        By: /s/ Robert H. Byrne
                                            ------------------------------------
                                            Robert H. Byrne - Secretary


                                        Sunrise Handicap Transport Corp.


                                        By: /s/ Michael Forsayeth
                                            ------------------------------------
                                            Michael Forsayeth - Vice President


                                        By: /s/ Robert H. Byrne
                                            ------------------------------------
                                            Robert H. Byrne - Secretary


                                       12



                              CERTIFICATE OF MERGER
                                       OF
                       ASSOCIATED AMBULANCE SERVICE, INC.,
                       ADAM TRANSPORTATION SERVICE, INC.,
                          PARK AMBULANCE SERVICE, INC.,
                     FIVE COUNTIES AMBULANCE SERVICE, INC.,
                        SUNRISE HANDICAP TRANSPORT CORP.
                                      INTO
                           MEDTRANS OF NEW YORK, INC.

                UNDER SECTION 904 OF THE BUSINESS CORPORATION LAW

LAIDLAW INC.
3221 N. SERVICE ROAD
BURLINGTON ONTARIO CANADA L7R 3Y8


                                       13



                                                        At a Special Term of the
                                                      Supreme Court of the State
                                                          of New York, County of
                                                       Albany, held at the Court
                                                       House in Albany, New York
                                                    on the 18 day of March, 1997

               PRESENT:

               HON. ________________, JUSTICE.

          SUPREME COURT
          COUNTY OF ALBANY           STATE OF NEW YORK

          MEDTRANS OF NEW YORK, INC.,
          ASSOCIATED AMBULANCE SERVICE, INC.,
          ADAM TRANSPORTATION SERVICE, INC.,
          PARK AMBULANCE SERVICE, INC.,
          FIVE COUNTIES AMBULANCE SERVICE, INC. AND
          SUNRISE HANDICAP TRANSPORT CORP.

                                                    Plaintiffs,

                                   - AGAINST -                             ORDER

SECRETARY OF STATE OF THE STATE OF NEW YORK,

                                        Defendant.

Plaintiffs, MEDTRANS OF NEW YORK, INC., ASSOCIATED AMBULANCE SERVICE, INC., ADAM
TRANSPORTATION SERVICE, INC., PARR AMBULANCE SERVICE, INC., FIVE COUNTIES
AMBULANCE SERVICE, INC. and SUNRISE HANDICAP TRANSPORT CORP. by their attorney,
Lawrence A. Kirsch, Esq., by an Order To Show Cause having sought an Order in
this Court annulling the filing-of the Certificate of Merger of the above named
corporations-into MEDTRANS OF NEW YORK, INC. filed on the 31st day of August,
1996, with the Division of Corporations of the New York State Secretary of
State's Office, and upon reading and filing the affidavit of Lawrence A. Kirsch,
Esq., sworn to the 28th day of February, 1997, and the Defendant having no
objection to such order, it is hereby


                                       14



ORDERED, that the Certificate of Merger of ASSOCIATED AMBULANCE SERVICE, INC.,
ADAM TRANSPORTATION SERVICE, INC., PARK AMBULANCE SERVICE, INC., FIVE COUNTIES
AMBULANCE SERVICE, INC. AND SUNRISE HANDICAP TRANSPORT CORP. into MEDTRANS OF
NEW YORK, INC. filed in the Offices of the Division of Corporations of the New
York Secretary of State's Office on August 30, 1996, to be effective August 31,
1996 be annulled, and it is further

ORDERED, that the constituent corporations to the above merger be restored to
the index of existing corporations of the Department of State, Division of
Corporations, and it is further

ORDERED, that Plaintiffs file a copy of this Order with the Department of State,
Division of Corporations with respect to each of the above named entities and
pay the appropriate statutory filing fees for same.


                                       15



             Signed this 18 day of March, 1997, at Albany, New York.


                                        /s/ X
                                        ----------------------------------------
                                        Hon.
                                        Justice of the Supreme Court

STATE OF NEW YORK               )
COUNTY OF ALBANY CLERK'S OFFICE ) ss.:

I, THOMAS G. CLINGAN, Clerk of the said County, and also Clerk of the Supreme
and County Courts, being Courts of Record held therein, DO HEREBY CERTIFY that I
have compared the annexed copy Order with the original thereof filed m this
office on the 18 day of March, 1997 and that the same is a correct transcript
therefrom, and of the whole of said original.

     IN TESTIMONY WHEREOF, I have hereunto set my name and affixed my official
seal, this 18 day of March, 1997


/s/ THOMAS G. CLINGAN                   Clerk
- -------------------------------------


                                       16



                             COURT ORDER NULLIFYING

                              CERTIFICATE OF MERGER
                                       OF

                           MEDTRANS OF NEW YORK, INC.
                       ASSOCIATED AMBULANCE SERVICE, INC.,
                       ADAM TRANSPORTATION SERVICE, INC.,
                          PARK AMBULANCE SERVICE, INC.,
                     FIVE COUNTIES AMBULANCE SERVICE, INC.,
                        SUNRISE HANDICAP TRANSPORT CORP.

                                        Filed by:
                                        HARTER, SECREST & EMERY
                                        700 MIDTOWN TOWER
                                        ROCHESTER, NY 14604-2070


                                       17



                              CERTIFICATE OF CHANGE
                                       OF
                        ADAM TRANSPORTATION SERVICE, INC.

               Under Section 805-A of the Business Corporation Law

1.   The name of the corporation is
     ADAM TRANSPORTATION SERVICE, INC.

     If applicable, the original name under which it was formed is

2.   The Certificate of Incorporation of said corporation was filed by the
     Department of State on 12/23/88.

3.   The address of CT Corporation System as the registered agent of said
     corporation is hereby changed from CT CORPORATION SYSTEM, 1633 BROADWAY,
     NEW YORK, NY 10019 to 111 Eighth Avenue, New York, New York 10011.

4.   The address to which the Secretary of State shall mail a copy of process in
     any action or proceeding against the corporation which may be served on him
     is hereby changed from c/o CT CORPORATION, 1633 BROADWAY, NEW YORK, NY
     10019 to CT Corporation System, 111 Eighth Avenue, New York, New York
     10011.

5.   Notice of the above changes was mailed to the corporation by CT Corporation
     System not less than 30 days prior to the date of delivery to the
     Department of State and such corporation has not objected thereto.

6.   CT Corporation System is both the agent of such corporation to whose
     address the Secretary of State is required to mail copies of process and
     the registered agent of such corporation.

IN WITNESS WHEREOF, I have signed this certificate on September 1, 1999 and
affirm the statements contained herein as true under penalties of perjury.

                                        CT CORPORATION SYSTEM


                                        By: /s/ Kenneth J. Uva
                                            ------------------------------------
                                            Kenneth J. Uva
                                            Vice President

NY Domestic Corporation - agent process address


                                       18



                              CERTIFICATE OF CHANGE
                                       OF
                        ADAM TRANSPORTATION SERVICE, INC.

               Under Section 805-A of the Business Corporation Law

Filed by: CT CORPORATION SYSTEM
          111 Eighth Avenue
          New York, New York 10011

NY Domestic Corporation - agent process address


                                       19

EX-3.165

                                                                  Exhibit 3.165

                                     BY-LAWS

                                       of

                        ADAM TRANSPORTATION SERVICE, INC.

                               ARTICLE I - OFFICES

     The principal office of the corporation shall be at 78 Ingraham Street,
Brooklyn, New York County of Kings State of New York. The corporation may also
have offices at such other places within or without the State of New York as the
board may from time to time determine or the business of the corporation may
require.

                            ARTICLE II - SHAREHOLDERS

1.   PLACE OF MEETINGS.

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

2.   ANNUAL MEETING.

     The annual meeting of the shareholders shall be held on the 2nd day of
January at 11:00A.M. in each year if not a legal holiday, and, if a legal
holiday, then on the next business day following at the same hour, when the
shareholders shall elect a board and transact such other business as may
properly come before the meeting.

3.   SPECIAL MEETINGS.

     Special meetings of the shareholders may be called by the board or by the
president and shall be called by the president or the secretary at the request
in writing of a majority of the board or at the request in writing by
shareholders owning a majority in amount of the shares issued and outstanding.
Such request shall state the purpose or purposes of the proposed meeting.
Business transacted at a special meeting shall be confined to the purposes
stated in the notice.

4.   FIXING RECORD DATE.

     For the purpose of determining the shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or to express
consent to or dissent from any proposal without a meeting, or for the purpose of
determining shareholders entitled to receive payment of any dividend or the
allotment of any rights, or for the purpose of any other


                                    By-Laws A



action, the board shall fix, in advance, a date as the record date for any such
determination of shareholders. Such date shall not be more than fifty nor less
than ten days before the date of such meeting, nor more than fifty days prior to
any other action. If no record date is fixed it shall be determined in
accordance with the provisions of law.

5.   NOTICE OF MEETINGS OF SHAREHOLDERS.

     Written notice of each meeting of shareholders shall state the purpose or
purposes for which the meeting is called, the place, date and hour of the
meeting and unless it is the annual meeting, shall indicate that it is being
issued by or at the direction of the person or persons calling the meeting.
Notice shall be given either personally or by mail to each shareholder entitled
to vote at such meeting, not less than ten nor more than fifty days before the
date of the meeting. If action is proposed to be taken that might entitle
shareholders to payment for their shares, the notice shall include a statement
of that purpose and to that effect. If mailed, the notice is given when
deposited in the United States mail, with postage thereon prepaid, directed to
the shareholder at his address as it appears on the record of shareholders, or,
if he shall have filed with the secretary a written request that notices to him
be mailed to some other address, then directed to him at such other address.

6.   WAIVERS.

     Notice of meeting need not be given to any shareholder who signs a waiver
of notice, in person or by proxy, whether before or after the meeting. The
attendance of any shareholder at a meeting, in person or by proxy, without
protesting prior to the conclusion of the meeting the lack of notice of such
meeting, shall constitute a waiver of notice by him.

7.   QUORUM OF SHAREHOLDERS.

     Unless the certificate of incorporation provides otherwise, the holders of
a majority of the shares entitled to vote thereat shall constitute a quorum at a
meeting of shareholders for the transaction of any business, provided that when
a specified item of business is required to be voted on by a class or classes,
the holders of a majority of the shares of such class or classes shall
constitute a quorum for the transaction of such specified item of business.

     When a quorum is once present to organize a meeting, it is not broken by
the subsequent withdrawal of any shareholders.

     The shareholders present may adjourn the meeting despite the absence of a
quorum.


                                    By-Laws B



action, the board shall fix, in advance, a date as the record date for any such
determination of shareholders. Such date shall not be more than fifty nor less
than ten days before the date of such meeting, nor more than fifty days prior to
any other action. If no record date is fixed it shall be determined in
accordance with the provisions of law.

5.   NOTICE OF MEETINGS OF SHAREHOLDERS.

     Written notice of each meeting of shareholders shall state the purpose or
purposes for which the meeting is called, the place, date and hour of the
meeting and unless it is the annual meeting, shall indicate that it is being
issued by or at the direction of the person or persons calling the meeting.
Notice shall be given either personally or by mail to each shareholder en-titled
to vote at such meeting, not less than ten nor more than fifty days before the
date of the meeting. If action is proposed to be taken that might entitle
shareholders to payment for their shares, the notice shall include a statement
of that purpose and to that effect. If mailed, the notice is given when
deposited in the United States mail, with postage thereon prepaid, directed to
the shareholder at his address as it appears on the record of shareholders, or,
if he shall have filed with the secretary a written request that notices to him
be mailed to some other address, then directed to him at such other address.

6.   WAIVERS.

     Notice of meeting need not be given to any shareholder who signs a waiver
of notice, in person or by proxy, whether before or after the meeting. The
attendance of any shareholder at a meeting, in person or by proxy, without
protesting prior to the conclusion of the meeting the lack of notice of such
meeting, shall constitute a waiver of notice by him.

7.   QUORUM OF SHAREHOLDERS.

     When a quorum is once present to organize a meeting, it is not broken by
the subsequent withdrawal of any shareholders.

     The shareholders present may adjourn the meeting despite the absence of a
quorum.


                                    By-Laws B



8.   PROXIES.

     Every shareholder entitled to vote at a meeting of shareholders or to
express consent or dissent without a meeting may authorize another person or
persons to act for him by proxy.

     Every proxy must be signed by the shareholder or his attorney-in-fact. No
proxy shall be valid after expiration of eleven months from the date thereof
unless otherwise provided in the proxy. Every proxy shall be revocable at the
pleasure of the shareholder executing it, except as otherwise provided by law.

9.   QUALIFICATION OF VOTERS.

     Every shareholder of record shall be entitled at every meeting of
shareholders to one vote for every share standing in his name on the record of
shareholders, unless otherwise provided in the certificate of incorporation.

10.  VOTE OF SHAREHOLDERS.

     Except as otherwise required by statute or by the certificate of
incorporation;

     (a) directors shall be elected by a plurality of the votes cast at a
meeting of shareholders by the holders of shares entitled to vote in the
election;

     (b) all other corporate action shall be authorized by a majority of the
votes cast.

11.  WRITTEN CONSENT OF SHAREHOLDERS.

     Any action that may be taken by vote may be taken without a meeting on
written consent, setting forth the action so taken, signed by the holders of all
the outstanding shares entitled to vote thereon or signed by such lesser number
of holders as may be provided for in the certificate of incorporation.

                             ARTICLE III - DIRECTORS

1.   BOARD OF DIRECTORS.

     Subject to any provision in the certificate of incorporation the business
of the corporation shall be managed by its board of directors, each of whom
shall be at least 18 years of age and shall be shareholders.

2.   NUMBER OF DIRECTORS.

     The number of directors shall be two
When all of the shares are owned by less than three shareholders, the number of
directors may be less than three but not less than the number of shareholders.


                                    By-Laws C



8.   PROXIES.

     Every shareholder entitled to vote at a meeting of shareholders or to
express consent or dissent without a meeting may authorize another person or
persons to act for him by proxy.

     Every proxy must be signed by the shareholder or his attorney-in-fact. No
proxy shall be valid after expiration of eleven months from the date thereof
unless otherwise provided in the proxy. Every proxy shall be revocable at the
pleasure of the shareholder executing it, except as otherwise provided by law.

9.   QUALIFICATION OF VOTERS.

     Every shareholder of record shall be entitled at every meeting of
shareholders to one vote for every share standing in his name on the record of
shareholders, unless otherwise provided in the certificate of incorporation.

10.  VOTE OF SHAREHOLDERS.

11.  WRITTEN CONSENT OF SHAREHOLDERS.

     Any action that may be taken by vote may be taken without a meeting on
written consent, setting forth the action so taken, signed by the holders of all
the outstanding shares entitled to vote thereon or signed by such lesser number
of holders as may be provided for in the certificate of incorporation.

                             ARTICLE III - DIRECTORS

1.   BOARD OF DIRECTORS.

     Subject to any provision in the certificate of incorporation the business
of the corporation shall be managed by its board of directors, each of whom
shall be at least 18 years of age and be shareholders.

2.   NUMBER OF DIRECTORS.

     The number of directors shall be
When all of the shares are owned by less than three shareholders, the number of
directors may be less than three but not less than the number of shareholders.


                                    By-Laws C



3.   ELECTION AND TERM OF DIRECTORS.

     At each annual meeting of shareholders, the shareholders shall elect
directors to hold office until the next annual meeting. Each director shall hold
office until the expiration of the term for which he is elected and until his
successor has been elected and qualified, or until his prior resignation or
removal.

4.   NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

     Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board for any reason except the removal
of directors without cause may be filled by a vote of a majority of the
directors then in office, although less than a quorum exists, unless otherwise
provided in the certificate of incorporation. Vacancies occurring by reason of
the removal of directors without cause shall be filled by vote of the
shareholders unless otherwise provided in the certificate of incorporation. A
director elected to fill a vacancy caused by resignation, death or removal shall
be elected to hold office for the unexpired term of his predecessor.

5.   REMOVAL OF DIRECTORS.

     Any or all of the directors may be removed for cause by vote of the
shareholders or by action of the board. Directors may be removed without cause
only by vote of the shareholders.

6.   RESIGNATION.

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

7.   QUORUM OF DIRECTORS.

     Unless otherwise provided in the certificate of incorporation, a majority
of the entire board shall constitute a quorum for the transaction of business or
of any specified item of business.

8.   ACTION OF THE BOARD.

     Unless otherwise required by law, the vote of a majority of the directors
present at the time of the vote, if a quorum is present at such time, shall be
the act of the board. Each director present shall have one vote regardless of
the number of shares, if any, which he may hold.


                                    By-Laws D



3.   ELECTION AND TERM OF DIRECTORS.

     At each annual meeting of shareholders, the shareholders shall elect
directors to hold office until the next annual meeting. Each director shall hold
office until the expiration of the term for which he is elected and until his
successor has been elected and qualified, or until his prior resignation or
removal.

4.   NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

     Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board for any reason except the removal
of directors without cause may be filled by a vote of a majority of the
directors then in office, although less than a quorum exists, unless otherwise
provided in the certificate of incorporation. Vacancies occurring by reason of
the removal of directors without cause shall be filled by vote of the
shareholders unless otherwise provided in the certificate of incorporation. A
director elected to fill a vacancy caused by resignation, death or removal shall
be elected to hold office for the unexpired term of his predecessor.

5.   REMOVAL OF DIRECTORS.

     Any or all of the directors may be removed for cause by vote of the
shareholders or by action of the board. Directors may be removed without cause
only by vote of the shareholders.

6.   RESIGNATION.

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

7.   QUORUM OF DIRECTORS.

8.   ACTION OF THE BOARD.


                                    By-Laws D



9.   PLACE AND TIME OF BOARD MEETINGS.

     The board may hold its meetings at the office of the corporation or at such
other places, either within or without the State of New York, as it may from
time to time determine.

10.  REGULAR ANNUAL MEETING.

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

11.  NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT.

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

     (b) A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place. Notice of the
adjournment shall be given all directors who were absent at the time of the
adjournment and, unless such time and place are announced at the meeting, to the
other directors.

12.  CHAIRMAN.

     At all meetings of the board the president, or in his absence, a chairman
chosen by the board shall preside.

13.  EXECUTIVE AND OTHER COMMITTEES.

     The board, by resolution adopted by a majority of the entire board, may
designate from among its members an executive committee and other committees,
each consisting of three or more directors. Each such committee shall serve at
the pleasure of the board.

14.  COMPENSATION.

     No compensation shall be paid to directors, as such, for their services,
but by resolution of the board a fixed sum and expenses for actual attendance,
at each regular or special meeting of the board may be authorized. Nothing
herein contained shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.


                                    By-Laws E



                              ARTICLE IV - OFFICERS

1.   OFFICES, ELECTION, TERM.

     (a) Unless otherwise provided for in the certificate of incorporation, the
board may elect or appoint a president, one or more vice-presidents, a secretary
and a treasurer, and such other officers as it may determine, who shall have
such duties, powers and functions as hereinafter provided.

     (b) All officers shall be elected or appointed to hold office until the
meeting of the board following the annual meeting of shareholders.

     (c) Each officer shall hold office for the term for which he is elected or
appointed and until his successor has been elected or appointed and qualified.

2.   REMOVAL, RESIGNATION, SALARY, ETC.

     (a) Any officer elected or appointed by the board may be removed by the
board with or without cause.

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

     (c) Any two or more offices may be held by the same person, except the
offices of president and secretary. When all of the issued and outstanding stock
of the corporation is owned by one person, such person may hold all or any
combination of offices.

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

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

3.   PRESIDENT.

     The president shall be the chief executive officer of the corporation; he
shall preside at all meetings of the shareholders and of the board; he shall
have the management of the business of the corporation and shall see that all
orders and resolutions of the board are carried into effect.

4.   VICE-PRESIDENTS.

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


                                    By-Laws F



5.   SECRETARY.

     The secretary shall:

     (a) attend all meetings of the board and of the shareholders;

     (b) record all votes and minutes of all proceedings in a book to be kept
for that purpose;

     (c) give or cause to be given notice of all meetings of shareholders and of
special meetings of the board;

     (d) keep in safe custody the seal of the corporation and affix it to any
instrument when authorized by the board;

     (e) when required, prepare or cause to be prepared and available at each
meeting of shareholders a certified list in alphabetical order of the names of
shareholders entitled to vote thereat, indicating the number of shares of each
respective class held by each;

     (f) keep all the documents and records of the corporation as required by
law or otherwise in a proper and safe manner.

     (g) perform such other duties as may be prescribed by the board.

6.   ASSISTANT- SECRETARIES.

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

7.   TREASURER.

     The treasurer shall:

     (a) have the custody of the corporate funds and securities;

     (b) keep full and accurate accounts of receipts and disbursements in the
corporate books;

     (c) deposit all money and other valuables in the name and to the credit of
the corporation in such depositories as may be designated by the board;

     (d) disburse the funds of the corporation as may be ordered or authorized
by the board and preserve proper vouchers for such disbursements;


                                    By-Laws G



     (e) render to the president and board at the regular meetings of the board,
or whenever they require it, an account of all his transactions astreasurer and
of the financial condition of the corporation;

     (f) render a full financial report at the annual meeting of the
shareholders if so requested;

     (g) be furnished by all corporate officers and agents at his request, with
such reports and statements as he may require as to all financial transactions
of the corporation;

     (h) perform such other duties as are given to him by these by-laws or as
from time to time are assigned to him by the board or the president.

8.   ASSISTANT-TREASURER.

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

9.   SURETIES AND BONDS.

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

                       ARTICLE V - CERTIFICATES FOR SHARES

1.   CERTIFICATES.

     The shares of the corporation shall be represented by certificates. They
shall be numbered and entered in the books of the corporation as they are
issued. They shall exhibit the holder's name and the number of shares and shall
be signed by the president or a vice-president and the treasurer or the
secretary and shall bear the corporate seal.

2.   LOST OR DESTROYED CERTIFICATES.

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


                                    By-Laws H



3.   TRANSFERS OF SHARES.

     (a) Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate; every such transfer shall be entered on
the transfer book of the corporation which shall be kept at its principal
office. No transfer shall be made within ten days next preceding the annual
meeting of shareholders.

     (b) The corporation shall be entitled to treat the holder of record of any
share as the holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of New York.

4.   CLOSING TRANSFER BOOKS.

     The board shall have the power to close the share transfer books of the
corporation for a period of not more than ten days during the thirty day period
immediately preceding (1) any shareholders' meeting, or (2) any date upon which
shareholders shall be called upon to or have a right to take action without a
meeting, or (3) any date fixed for the payment of a dividend or any other form
of distribution, and only those shareholders of record at the time the transfer
books are closed, shall be recognized as such for the purpose of (1) receiving
notice of or voting at such meeting, or (2) allowing them to take appropriate
action, or (3) entitling them to receive any dividend or other form of
distribution.

                             ARTICLE VI - DIVIDENDS

     Subject to the provisions of the certificate of incorporation and to
applicable law, dividends on the outstanding shares of the corporation may be
declared in such amounts and at such time or times as the board may determine.
Before payment of any dividend, there may be set aside out of the net profits of
the corporation available for dividends such sum or sums as the board from time
to time in its absolute discretion deems proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other purpose as the board shall think
conducive to the interests of the corporation, and the board may modify or
abolish any such reserve.

                          ARTICLE VII - CORPORATE SEAL

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


                                    By-Laws I



                     ARTICLE VIII - EXECUTION OF INSTRUMENTS

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

                            ARTICLE IX - FISCAL YEAR

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

             ARTICLE X - REFERENCES TO CERTIFICATE OF INCORPORATION

     Reference to the certificate of incorporation in these by-laws shall
include all amendments thereto or changes thereof unless specifically excepted.

                           ARTICLE XI - BY-LAW CHANGES

               AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS.

     (a) Except as otherwise provided in the certificate of incorporation the
by-laws may be amended, repealed or adopted by vote of the holders of the shares
at the time entitled to vote in the election of any directors. By-laws may also
be amended, repealed or adopted by the board but any by-law adopted by the board
may be amended by the shareholders entitled to vote thereon as hereinabove
provided.

     (b) If any by-law regulating an impending election of directors is adopted,
amended or repealed by the board, there shall be set forth in the notice of the
next meeting of shareholders for the election of directors the by-law so
adopted, amended or repealed, together with a concise statement of the changes
made.


                                    By-Laws J



     The president and secretary thereupon assumed their respective offices in
place and stead of the temporary chairman and the temporary secretary.

     Upon motion duly made, seconded and carried, it was

     RESOLVED that the seal now presented at this meeting, an impression of
which is directed to be made in the margin of the minute book, be and the same
hereby is adopted as the seal of this corporation and further

     RESOLVED that the president and treasurer be and they hereby are authorized
to issue certificates for shares in the form as submitted to this meeting and
appended to the minutes of this meeting and further

     RESOLVED that the share and transfer book now presented at this meeting be
and the same hereby is adopted as the share and transfer book of the
corporation.

     Upon motion duly made, seconded and carried, it was

     RESOLVED that the treasurer be and hereby is authorized to open a bank
account in behalf of the corporation with located at and a resolution for that
purpose on the printed form of said bank was adopted and was ordered appended to
the minutes of this meeting.

     Upon motion duly made, seconded and carried, it was

     RESOLVED that the corporation proceed to carry on the business for which it
was incorporated.


                                        8



     The secretary then presented to the meeting a written proposal from to this
corporation.

     Upon motion duly made, seconded and carried, the said proposal was ordered
filed with the secretary, and he was requested to spread the same at length upon
the minutes, said proposal being as follows:


                                       8a



     The proposal was taken up for consideration and the following resolution
was on motion unanimously adopted:

     WHEREAS a written proposal has been made to this corporation in the form as
set forth above in these minutes, and

     WHEREAS in the judgment of this board the assets proposed to be transferred
to the corporation are reasonably worth the amount of the consideration demanded
therefor, and that it is in the best interests of this corporation to accept the
said offer as set forth in said proposal,

     NOW THEREFORE, IT IS RESOLVED that said offer, as set forth in said
proposal, be and the same hereby is approved and accepted, and that in
accordance with the terms thereof, this corporation, shall as full payment for
said property issue to said offeror(s) or nominee(s) fully paid and
non-assessable shares of this corporation, and it is

     FURTHER RESOLVED, that upon the delivery to this corporation of said assets
and the execution and delivery of such proper instruments as may be necessary to
transfer and convey the same to this corporation, the officers of this
corporation are authorized and directed to execute and deliver the certificate
or certificates for such shares as are required to be issued and delivered on
acceptance of said offer in accordance with the foregoing.


                                       8b



     The chairman presented to the meeting a form of certificate required under
Tax Law section 275A to be filed in the office of the tax commission.

     Upon motion duly made, seconded and carried, it was

     RESOLVED that the proper officers of this corporation are hereby authorized
and directed to execute and file such certificate forthwith.

     On motion duly made, seconded and carried, it was

     RESOLVED that all of the acts taken and decisions made at the organization
meeting be and they hereby are ratified and it was

     FURTHER RESOLVED, that the signing of these minutes shall constitute full
ratification thereof and waiver of notice of the meeting by the signatories.

     There being no further business before the meeting, on motion duly made,
seconded and carried, the meeting adjourned.

     Dated the 2nd day of January 1989.


- -------------------------------------   /s/ X
                                        ----------------------------------------
- -------------------------------------   Secretary


- -------------------------------------   /s/ Gerald Ellis
                                        ----------------------------------------
- -------------------------------------   Chairman

- -------------------------------------

     A true copy of each of the following papers referred to in the foregoing
minutes is appended hereto.

     Waiver of notice of meeting
     Specimen certificate for shares
     Resolution designating depository of funds


                                        9



                   WAIVER OF NOTICE OF FIRST MEETING OF BOARD

                                       of

                        ADAM TRANSPORTATION SERVICE, INC.

     We, the undersigned, being all the directors of the above corporation
hereby agree and consent that the first meeting of the board be held on the date
and at the time and place stated below for the purpose of electing officers and
the transaction thereat of all such other business as may lawfully come before
said meeting and hereby waive all notice of the meeting and of any adjournment
thereof.

     Place of meeting 78 Ingraham Street, Brooklyn, NY 11237

     Date of meeting  January 2, 1989

     Time of meeting  10:00 A.M.


                                        /s/ X
                                        ----------------------------------------
                                        Director


                                        /s/ Gerald Ellis
                                        ----------------------------------------
                                        Director

     Dated: December 26, 1988


                                       10

EX-3.166

                                                                   Exhibit 3.166

                          CERTIFICATE OF INCORPORATION
                                       OF
                      EM-CODE REIMBURSEMENT SOLUTIONS, INC.
                    Pursuant to the provisions of Section 102
                      of the General Corporation Law of the
                                State of Delaware

      I, the undersigned, for the purpose of creating and organizing a
corporation under the provisions of and subject to the requirements of the
General Corporation Law of the State of Delaware, do HEREBY CERTIFY as follows

      FIRST:   Name. The name of the corporation (the "Corporation") is:
               EM-CODE REIMBURSEMENT SOLUTIONS, INC.

      SECOND:  Effective Date. The incorporation of the Corporation pursuant
               hereto shall be effective upon filing this Certificate of
               Incorporation with the Delaware Secretary of State.

      THIRD:   Registered Agent. The address of the registered office of the
               Corporation in the State of Delaware is 9 East Loockerman Street,
               in the city of Dover, Delaware 19901, county of Kent. The name of
               the registered agent at such address is National Registered
               Agents, Inc.

      FOURTH:  Purpose. The purposes for which the Corporation is formed are to
               engage in any lawful act or activity for which corporations may
               be organized under the Delaware General Corporation Law.

      FIFTH:   Authorized Shares. The aggregate number of shares of stock which
               the Corporation shall have authority to issue is One Thousand
               (1,000) shares of Common Stock, par value $.01

      SIXTH:   Incorporator. The name and mailing address of the sole
               incorporator of the Corporation are as follow:

               Paulette G. Lockwood
               1717 Main Street, Suite 5200
               Dallas, Texas 75201

      SEVENTH: In furtherance and not in limitation of the powers conferred by
               the laws of the State of Delaware, the Board of Directors of the
               Corporation is expressly authorized and empowered to make, alter
               or repeal the Bylaws of the Corporation, subject to the power of
               the stockholders of the Corporation to alter or repeal any Bylaws
               made by the Board of Directors. Election of Directors need not be
               by written ballot.



      EIGHTH:  The Corporation reserves the right at any time and from time to
               time to amend, alter, change or repeal any provision contained in
               this Certificate of Incorporation in the manner now or hereafter
               prescribed by law, and rights, preferences and privileges of
               whatsoever nature conferred upon stockholders, directors, or any
               other persons whomsoever by and pursuant to this Certificate of
               Incorporation in its present form or as hereafter amended are
               granted subject to the right reserved in this Article.

      NINTH:   No person shall be personally liable to the Corporation or its
               stockholders for monetary damages for breach of fiduciary duty as
               a director, provided, however, that the foregoing shall not
               eliminate or limit the liability of a director (1) for any breach
               of the director's duty of loyalty to the Corporation or its
               stockholders, (2) for acts or omissions not in good faith or
               which involve intentional misconduct or a knowing violation of
               law, (3) under Section 174 of the General Corporation Law of the
               State of Delaware, or (4) for any transaction from which the
               director derived an improper personal benefit. If the General
               Corporation Law of the State of Delaware is amended to authorized
               corporate action further eliminating or limiting the personal
               liability of Directors, then the liability of a director of the
               Corporation shall be eliminated or limited to the fullest extent
               permitted by the General Corporation Law of the State of
               Delaware, as so amended. Any repeal or modification of the
               provisions of this Article Ninth by the stockholders of the
               Corporation shall not adversely affect any right or protection of
               a director of the Corporation existing at the time of such repeal
               or modification.

                            [SIGNATURE ON NEXT PAGE]

                                       2


      IN WITNESS WHEREOF, the undersigned, being the incorporator hereinabove
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, does make this Certificate, hereby
declaring, certifying and acknowledging under penalties of perjury that the
facts herein stated are true and that this Certificate of Incorporation is her
act and deed, and accordingly has hereunto set her hand, this 16th day of
October,1998.

                                                  /s/ Paulette G. Lockwood
                                                ------------------------------
                                              Paulette G. Lockwood, Incorporator

                                       3


             CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
                             AND OF REGISTERED AGENT

It is hereby certified that:

      1. The name of the corporation (hereinafter called the "corporation") is
              EM-CODE REIMBURSEMENT SOLUTIONS, INC.

      2. The registered office of the corporation within the State of Delaware
is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808,
County of New Castle.

      3. The registered agent of the corporation within the State of Delaware is
hereby changed to Corporation Service Company, the business office of which is
identical with the registered office of the corporation as hereby changed.

      4. The corporation has authorized the changes hereinbefore set forth by
resolution of its Board of Directors.

Signed on January 29, 2003

"/s/" Robyn E. Bakalar
- -------------------------------------
Robyn E. Bakalar, Assistant Secretary

DE BC D-COA CERTIFICATE OF CHANGE 09/00 (#163)

                                       4

EX-3.167

                                                                   Exhibit 3.167

                                     BYLAWS

                                       OF

                      EMCODE REIMBURSEMENT SOLUTIONS, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of EMCODE REIMBURSEMENT SOLUTIONS,
INC. (the "Corporation") shall be such registered agent and office as shall from
time to time be established pursuant to the articles of incorporation, as
amended from time to time, of the Corporation (the "Charter") or by resolution
of the Board of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Delaware as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.01. Meetings of Stockholders of the Corporation (the "Stockholders") for
any purpose may be held at such place, within or without the State of Delaware,
as shall be fixed from time to time by the Board, or, if the Board has not so
specified, then at such place as may be fixed by the person or persons calling
the meeting.

     2.02. An annual meeting of the Stockholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Stockholders, a complete
list of the Stockholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Stockholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Stockholder who may be present.

     2.04. Special meetings of the Stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote



at the meetings. Business transacted at all special meetings shall be confined
to the objects stated in the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Stockholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
Stockholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Stockholders, the Stockholders
entitled to vote thereat, present in person or represented by proxy, shall
nevertheless have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At an adjourned session at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders, unless otherwise provided by statute or the Charter. At any
meeting of the Stockholders, every Stockholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Stockholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Stockholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.


                                       2



     2.10. Any action required by statute to be taken at a meeting of the
Stockholders, or any action which may be taken at a meeting of the Stockholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Stockholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Stockholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Stockholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Stockholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Stockholders at the
annual meeting or a special meeting called for that purpose, but no decrease
shall have the effect of shortening the term of an incumbent director. Directors
need not be Stockholders or residents of the State of Delaware. The directors
shall be elected at the annual meeting of the Stockholders, except as
hereinafter provided, and each director elected shall hold office until his or
her successor shall be elected and shall qualify.

     3.03. At any meeting of Stockholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Stockholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Stockholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Stockholders.

     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of


                                       3



an increase in the number of such directors may be filled by the affirmative
vote of a majority of the directors elected by such class or series then in
office or by a sole remaining director so elected, or by the vote of the holders
of the outstanding shares of such class or series, and such directorships shall
not in any case be filled by the vote of the remaining directors or the holders
of the outstanding shares as a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Stockholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         Executive and Other Committees

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              Meetings of Directors

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Delaware.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Stockholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically provided by statute or by the Charter or by these
bylaws. If a quorum shall not be present at any meeting of directors, the
directors present thereat


                                        4



may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            Compensation of Directors

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Stockholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Stockholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Stockholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its


                                       5



discretion, elect a Vice Chairman of the Board, one or more Executive Vice
Presidents or Vice Presidents and a Treasurer. Such other officers, including
assistant officers, and agents as may be deemed necessary may be elected or
appointed by the Board. Any two or more offices may be held by the same person.

     5.02. The Board at its first meeting after each annual meeting of
Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.

     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              Chairman of the Board

     5.06. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             Chief Executive Officer

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           Vice-Chairman of the Board

     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Stockholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  The President

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the


                                        6



Board are carried into effect. He shall be an ex-officio member of all standing
committees of the Board.

                     The Secretary and Assistant Secretaries

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Stockholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  The Treasurer

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.

     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  Other Offices

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.


                                        7



                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Stockholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of State of Delaware. Each certificate shall be signed by either the
President or any Vice President then in office and by either the Secretary, an
Assistant Secretary, or any Treasurer then in office, and may be sealed with the
seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, other than the Corporation or an employee of the Corporation,
the signature of any such officer of the Corporation may be a facsimile.
Whenever the Corporation shall be authorized to issue more than one class of
stock, there shall be (1) set forth conspicuously upon the face or back of each
certificate a full statement of (a) all of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and (b) if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences
of the shares of each series so far as the same have been fixed and determined
and the authority of the Board to fix and determine the relative rights and
preferences of subsequent series; or (2) stated conspicuously on the face or
back of the certificate that (a) such a statement is set forth in the Charter on
file in the office of the Secretary of State of Delaware and (b) the Corporation
will furnish a copy of such statement to the record holder of the certificate
without charge upon request to the Corporation at its principal place of
business or registered office. Whenever the Corporation by the Charter has
limited or denied the preemptive rights of Stockholders to acquire unissued or
treasury shares of the Corporation, each certificate (1) shall conspicuously set
forth upon the face or back of such certificate a full statement of the
limitation or denial of preemptive rights contained in the Charter, or (2) shall
conspicuously state on the face or back of the certificate that (a) such
statement is set forth in the Charter on file in the office of the Secretary of
State of Delaware and (b) the Corporation will furnish a copy of such statement
to the record holder of the certificate without charge upon request to the
Corporation at its principal place of business or registered office. If any
restriction on the transfer or the registration of the transfer of shares shall
be imposed or agreed to by the Corporation, as permitted by law, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that such a
restriction exists pursuant to a specified document and (a) that the Corporation
will furnish to the record holder of the certificate without charge upon written
request to the corporation at its principal place of business or registered
office a copy of the specified document, or (b) if such document is one required
or permitted to be and has been filed under the Delaware Business Corporation
Act, that such document is on file in the office of the Secretary of State of
Delaware and contains a full statement of such restriction.


                                        8



                                Lost Certificates

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

                               Transfer of Shares

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by State of Delaware law, it shall be the duty of the
Corporation or the transfer agent of the Corporation to register the transfer as
requested.

                             Registered Stockholders

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    Dividends

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Stockholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.

                                    Reserves

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or


                                        9



for such other purpose as the directors shall think beneficial to the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     Checks

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       Execution of Contracts, Deeds, Etc.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   Fiscal Year

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              Voting of Securities

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 Indemnification

     7.07(a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, arbitral, administrative, or investigative, any appeal in such action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding, because such person is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a


                                       10



presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief that he has met
the standard of conduct necessary for indemnification and (ii) a written
undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the stockholders with or before the notice or waiver of notice of the
next Stockholder's meeting or with or before the next submission to Stockholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Stockholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Stockholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.


                                       11



                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1) the Charter or statute reserves the power exclusively to the
     Stockholders in whole or part; or

          (2) the Stockholders in amending, repealing or adopting a particular
     bylaw expressly provide that the Board may not amend or repeal such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Stockholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Stockholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                       12

EX-3.168

                                                                   Exhibit 3.168

                            ARTICLES OF INCORPORATION

                                       OF

                             EmCare of Arizona, Inc.
                       (An Arizona Business Corporation*)

1. Name.

The name of the Corporation is EmCare of Arizona, Inc.

2. Purpose.

The purpose for which this Corporation is organized is the transaction of any or
all lawful business for which corporations may be incorporated under the laws of
Arizona. as they may be amended from time to time.

3. Initial Business.

The Corporation initially intends to conduct the business of

"the provision of management services related to the non-medical aspects of
emergency room department staffing and management as well as managed services
related to physician practices."

4. Authorized Capital.

The Corporation shall have authority to issue 1,000 shares of Common Stock.

5. Known Place of Business. (In Arizona)

The street address of the known place of business of the Corporation is:

c/o National Registered Agents, Inc.
815 N. First Avenue, Suite 4
Phoenix, Arizona 85003

*    Incorporated under and subject to Articles 1 through 17 of Title 10,
     Arizona Revised Statutes, eff. 1/1/96.

CF: 0042

Rev: 1/96



6. Statutory Agent. (In Arizona)

The name and address of the statutory agent of the Corporation is:

National Registered Agents, Inc.
815 N. First Avenue
Suite 4
Phoenix, AZ 85003

7. Board of Directors. (Minimum of one.)

The initial board of directors shall consist of two director(s). The name(s) and
address(es) of the person(s) who is(are) to serve as the director(s) until the
first annual meeting of shareholders or until their successors are elected and
qualifies is(are):

Leonard M. Riggs, Jr., M. D.            William F. Miller, III
1717 Main Street, Suite 5200            1717 Main Street, Suite 5200
Dallas, TX 75201                        Dallas, Texas 75201

The number of persons to serve on the board of directors thereafter shall be
fixed by the Bylaws.

8. Officers.

The initial officer(s) of the Corporation who shall serve at the pleasure of the
board of directors is (are):

William F. Miller, III COO & President  Andrew G. Buck V.P., Treas., Secretary
CEO

Leonard M. Riggs, Jr., MD CEO           Susan A. Whittaker Assist. Secretary
                          (Title)                          (Title)

9. Incorporators. (Minimum of one.)

The name(s) and address(es) of the incorporators is (are):

William F. Miller, III
1717 Main Street, Suite 5200
Dallas, TX 75201

All powers, duties and responsibilities of the incorporators shall cease at the
time of delivery of these Articles of Incorporation to the Arizona Corporation
Commission.

10. Indemnification of Officers, Directors, Employees and Agents.


                                        2



The Corporation shall indemnify any person who incurs expenses or liabilities by
reason of the fact he or she is or was an officer, director, employee or agent
of the Corporation or is or was serving at the request of the Corporation as a
director, officer. employee or agent of another Corporation, partnership, joint
venture, trust or other enterprise. This indemnification shall be mandatory in
all circumstances in which indemnification is permitted by law.

11. Limitation of Liability.

To the fullest extent permitted by the Arizona Revised Statutes as the same
exists or may hereafter be amended, a director of the Corporation shall not be
liable to the Corporation or its stockholders for monetary damages for any
action taken or any failure to take any action as a director. No repeal,
amendment or modification of this article, whether direct or indirect, shall
eliminate or reduce its effect with respect to any act or omission of a director
of the Corporation occurring prior to such repeal, amendment or modification.

EXECUTED this 9th day of April, 1998 by all of the incorporators.


Signed: /s/ William F. Miller III
        -----------------------------   ----------------------------------------
        William F. Miller, III
        [Print Name Here]               ----------------------------------------
                                        [Print Name Here]

Acceptance of Appointment By Statutory Agent

The undersigned hereby acknowledges and accepts the appointment as statutory
agent of the above-named corporation effective this 24th day of April 1998.


Signed /s/ Melanie Marks
       ------------------------------
       Melanie Marks
       [Print Name Here]


                                        3



CONSENT TO USE OF NAME

EmCare, Inc., a corporation organized and existing under the laws of the State
of Delaware and qualified in the state of Arizona, does hereby consent to the
use of name and incorporation of EmCare of Arizona, Inc. in the state of
Arizona.

EMCARE, INC.


By: /s/ William F. Miller, III
    ---------------------------------
    William F. Miller, III, President


                                        4



ARIZONA CORPORATION COMMISSION
CORPORATIONS DIVISION

Phoenix Address 1300 West Washington
                Phoenix, Arizona 85007-2929

Tucson Address  400 West Congress
                Tucson, Arizona 85701 1347

CERTIFICATE OF DISCLOSURE
A.R.S. Section 10-202.D

CHECK APPROPRIATE BOX (A OR B)          EmCare of Arizona, Inc.
ANSWER "C"                              EXACT CORPORATE NAME

THE UNDERSIGNED CERTIFY THAT:

A. [x] No persons serving either by elections or appointment as officers,
directors, trustees, incorporators and persons controlling or holding over 10%
of the issued and outstanding common shares or 10% of any other proprietary,
beneficial or membership interest in the corporation

1. Have been convicted of a felony involving a transaction in securities,
consumer fraud or antitrust in any state or federal jurisdiction within the
seven-year period immediately preceding the execution of the Certificate.

2. Have been convicted of a felony, the essential elements of which consisted of
fraud, misrepresentation, theft by false pretenses, or restraint of trade or
monopoly in any state or federal jurisdiction within the seven-year period
immediately preceding the execution of this Certificate.

3. Have been or are subject to an injunction, judgment, decree or permanent
order of any state or federal court entered within the seven-year period
immediately preceding the execution of this Certificate wherein such injunction,
judgment, decree or permanent order

(a) involved the violation of fraud or registration provisions of the securities
laws of that jurisdiction; or

(b) involved the violation of the consumer fraud laws of that jurisdiction; or

(c) involved the violation of the antitrust or restraint of trade laws of that
jurisdiction.

B. [ ] For any person or persons who have been or are subject to one or more of
the statements in items A.1 through A.3 above, the following information MUST be
attached.

1. Full name, prior name(s) and aliases, if used

2. Full birth name

3. Present home address

4. Prior addresses (for immediate preceding 7-year period)

5. Date and location of birth

6. Social Security number


                                        5



7. The nature and description of each conviction or judicial action, date and
location, the court and public agency involved and file or cause number of case

C. Has any person serving as an officer, director, trustee or incorporator of
the corporation served in any such capacity or held or controlled over 20% of
the issued and outstanding common shares, or 20% of any other proprietary,
beneficial or membership interest in any corporation which has been placed in
bankruptcy, receivership or had its charter revoked, or administratively or
judicially dissolved by any state or jurisdiction?

Yes       No   x
    -----    -----

IF YOUR ANSWER TO THE ABOVE QUESTION IS "YES", YOU MUST ATTACH THE FOLLOWING
INFORMATION FOR EACH CORPORATION:

1. Name and address of the corporation.

2. Full name (including aliases) and address of each person involved.

3. State(s) in which the corporation (a) Was incorporated. (b) Has transacted
business.

4. Dates of corporate operation.

5. Date and case number of Bankruptcy or date of revocation/administrative
dissolution.

D. The fiscal year end adopted by the corporation is 12/31

Under penalties of law, the undersigned incorporator(s)/officer(s) declare(s)
that I(we) have examined this Certificate, including any attachments, and to the
best of my(our) knowledge and belief it is true, correct and complete. THE
SIGNATURE(S) MUST BE DATED WITHIN THIRTY (30) DAYS OF THE DELIVERY DATE.


BY /S/ William F. Miller, III           BY
   ----------------------------------      -------------------------------------
PRINT NAME William F. Miller, III       PRINT NAME
TITLE Incorporator    DATE                         -----------------------------
                           ----------   TITLE                      DATE
                                              --------------------      --------

DOMESTIC CORPORATIONS. ALL INCORPORATORS MUST SIGN THE INITIAL CERTIFICATE OF
DISCLOSURE. If within sixty days, any person becomes an officer, director,
trustee or person controlling or holding over 10% of the issued and outstanding
shares or 10% of any other proprietary, beneficial, or membership interest in
the corporation and the person was not included in this disclosure, the
corporation must file an AMENDED certificate signed by at least one duly
authorized officer of the corporation.

FOREIGN CORPORATIONS MUST BE SIGNED BY AT LEAST ONE DULY AUTHORIZED OFFICER OF
THE CORPORATION

CF: 0022 - Business Corporations
Rev 7/96


                                        6



Arizona Capitol Times
P.O. Box 2260 Phoenix, AZ 85002

AFFIDAVIT OF PUBLICATION

STATE OF ARIZONA     )
County of Maricopa   ) ss

DIANA CREIGHTON, being duly sworn, deposes and says: I am the President of the
ARIZONA CAPITOL TIMES, a weekly newspaper of general circulation published at
Phoenix, Maricopa County, Arizona, and that the

Articles of Incorporation (Filed: 04/24/98)
of
EMCARE OF ARIZONA, INC.

is being published in said newspaper once a week for three successive and/or
consecutive weeks, with publication dates as follows: May 15, 22 and 29, 1998.


/s/ Diana Creighton
- -------------------------------------

Subscribed and sworn to before me this 18th day of May, 1998.


/s/ Cynthia A. Nash
- -------------------------------------


                                        7



STATEMENT OF CHANGE OF KNOWN
PLACE OF BUSINESS AND OF
STATUTORY AGENT

OF

EMCARE OF ARIZONA, INC.
(a AZ corporation)

To the Arizona Corporation Commission
State of Arizona

Pursuant to the provisions of the General Corporation Law of the State of
Arizona, the corporation hereinafter named delivers the following statement:

1. The name of the corporation is EMCARE OF ARIZONA, INC..

2. The present address of the known place of business of the corporation in the
State of Arizona is as follows: 815 N. First Avenue, Suite 4, Phoenix, Arizona
85003.

3. The registered agent of the corporation hereby changes the address of its
known piece of business in the State of Arizona to 302 North First Avenue, Suite
440, Phoenix, County of Maricopa, Arizona 85003.

4. The name and the address of the present statutory agent of the corporation in
the State of Arizona are as follows: National Registered Agents, Inc., 815 N.
First Avenue, Suite 4, Phoenix, Arizona 85003.

5. The registered agent of the corporation hereby changes the aforesaid
statutory address.

6. The name and new address of the corporation's statutory agent in the State of
Arizona are as follows:

Name                                    Address
National Registered Agents, Inc.        302 North First Avenue
                                        Suite 440
                                        Phoenix, Arizona 85003
                                        County of Maricopa,

7. The corporation has been given written notice of the change.

Dated: September 18, 2000

National Registered Agents, Inc.


By: /s/ Dennis E. Howarth
    ---------------------------------
    Dennis E. Howarth, President


                                        8



STATEMENT OF CHANGE OF KNOWN
PLACE OF BUSINESS AND OF
STATUTORY AGENT

OF

EMCARE OF ARIZONA, INC.
(an Arizona corporation)

To the Arizona Corporation Commission
State of Arizona

Pursuant to the provisions of the General Corporation Law of the State of
Arizona, the corporation hereinafter named delivers the following statement:

1. The name of the corporation is EMCARE OF ARIZONA, INC..

2. The ACC file number is: -0838922-7.

3. The present address of the known place of business of the corporation in the
State of Arizona is as follows: 302 North First Avenue, Suite 440, Phoenix,
County of Maricopa, Arizona 85003.

4. The registered agent of the corporation hereby changes the address of its
known place of business in the State of Arizona to 1850 N. Central Avenue, Suite
1160, Phoenix, AZ 85004.

5. The name and the address of the present statutory agent of the corporation in
the State of Arizona are as follows: National Registered Agents, Inc., follows:
302 North First Avenue, Suite 440, Phoenix, County of Maricopa, Arizona 85003.

6. The registered agent of the corporation hereby changes the aforesaid address
of the known place of business of the corporation in the State of Arizona and
statutory address as follows:

A. The new address of the known place of business of the corporation in the
State of Arizona is as follows: 1850 N. Central Avenue, Suite 1160, Phoenix, AZ
85004.

B. The name and new address of the corporation's statutory agent in the State of
Arizona are as follows:



Name                                    Address
- ----                                    -------
                                     
National Registered Agents, Inc.        1850 N. Central Avenue
                                        Suite 1160
                                        Phoenix, Arizona 85004.
                                        County of Maricopa,



                                        9



8. The corporation has been given written notice of the change.

Dated: July 31, 2002

National Registered Agents, Inc.


By: /s/ Dennis E. Howarth
    ---------------------------------
    Dennis E. Howarth, President


                                       10



WILLIAM A. MUNDELL                      BRIAN C. MCNEIL
CHAIRMAN                                EXECUTIVE SECRETARY

JIM IRVIN                               JOANNE C. MACDONNELL
COMMISSIONER                            DIRECTOR CORPORATIONS DIVISION

MARC SPITZER
COMMISSIONER

ARIZONA CORPORATION COMMISSION

September 4, 2002

CORPORATION SERVICE COMPANY
818 E OSBORN RD
PHOENIX, AZ 85014

RE: Address change/Agent appointment
For: EMCARE OF ARIZONA, INC.
File # -0838922-7

IN ORDER TO PROCESS YOUR REQUEST THE FOLLOWING REQUIREMENT(S) MUST BE MET:

[X]  Request must be signed by a corporate officer, not a Director, and please
     state your title, (Pres, V.P., Sect'y, Tres.)

[ ]  Statutory Agent must sign consent to act in that capacity, or to change
     his/her address. The following must be included in the address change, "a
     copy of this address change has been mailed to the corporation," per A.R.S
     Section 10-502.C.

[ ]  Statutory Agent must be an Arizona resident with a street address- P.O. Box
     not acceptable. If a rural area, a specific street/road address must be
     shown.

[ ]  Please remit a $10.00 processing fee for an Agent Resignation.

[ ]  No fee required for changing the address or statutory agent of a
     Corporation. Your check #_____, in the amount of $_____, is being returned.

[ ]  No Corporation with this name.

[ ]  The Corporation has been administratively dissolved, or revoked please
     contact our Annual Reports Division @ (602-542-3285).

[ ]  The Corporation currently is not in good standing, please contact the phone
     bank @ (602-542-3026).


                                       11



[X]  Other: (STATEMENT OF CHANGE MUST BE SIGNED BY AN OFFICER OF THE
     CORPORATION: EMCARE OF ARIZONA, INC. THANKS.)

NOTE: PLEASE RETURN THIS PAGE WITH YOUR DOCUMENT

Sincerely,

Customer Service Representative
Corporations Division
Records Section
Phone (602-542-3026) Fax (602-542-3414)

1300 WEST WASHINGTON, PHOENIX, ARIZONA 85007-2929 / 400 WEST CONGRESS
STREET, TUCSON, ARIZONA 85701-1347
www.cc.state.az.us 602-542-33135


                                       12



CORPORATION

STATEMENT OF CHANGE
OF
KNOWN PLACE OF BUSINESS OR STATUTORY AGENT

NOTE: it is critical that the Corporation Commission receive information about
the existing (old) official address and/or agent data as well as the new address
or agent data. Please check with our Records section, (602) 542-3026 or our web
site, www.cc.state.az.us/corp to obtain the correct information.

1. The exact name of the corporation on file with the Arizona Corporation
Commission (ACC) is:

EMCARE OF ARIZONA, INC.

2. The ACC file number is 0838922-7

3. The known place of business currently (old) on file with the ACC is:

5200, 1717 MAIN STREET
DALLAS, TX 75201

4. The name and address of the current statutory agent on file with the ACC is:

National Registered Agents Inc.
Suite 440, 302 N. 1st Avenue
Phoenix, AZ 85003

(A)[ ] The known place of business in ARIZONA is to be changed. The street
address of the new (now, or in the near future) known place of business is:

(B) [ ] Foreign corporations only:

The known place of business in the State or Country in which the corporation was
incorporated is to be changed. The new foreign address is:

5. Indicate which address the Annual Report should be mailed to: 4(A) ____ 4(B)
_____

6. (A) [x] The statutory agent in ARIZONA is to be changed. The name and address
of the new statutory agent is:

Corporation Service Company
818 East Osborn Road
Phoenix, AZ 85014

(B) [ ] The address of the statutory agent in ARIZONA is to be changed. The new
address of the statutory agent is:


                                       13



and the statutory agent has given the Corporation written notice of this change.

The statutory agent must have both a physical and a mailing address. If the
agent has a P.O. box, then they must also provide a physical location/address
where service of process on the corporation can be occur. Also, personal mail
boxes (PMB) are unacceptable.

DATED this 14 day of Aug, 2002

EMCARE OF ARIZONA, INC.
[Name of Corporation]


By /s/ Laura R. Dunlap
   ----------------------------------
   LAURA R. DUNLAP, Vice President
   [Name]           [Title]

[Statutory Agent]*

*    (Statutory Agent must sign only if changing address.)

Acceptance of Appointment
By Statutory Agent**

The undersigned hereby acknowledges and accepts the appointment as statutory
agent of the above-named corporation effective this 15 day of Aug, 2002

Corporation Service Company


Signature: /s/ Deborah D. Skipper
           --------------------------
Printed Name:
              -----------------------

**   (required only if a new statutory agent is being appointed)

PLEASE NOTE: IF THIS STATEMENT INCLUDES AN AGENT'S STATEMENT OF RESIGNATION,
THEN YOU MUST ENCLOSE A FILING FEE OF $10.00 (U.S.) MADE PAYABLE TO THE ARIZONA
CORPORATION COMMISSION.

ar: 0009
Rev. 4/2002


                                       14



STATE OF TEXAS)
COUNTY OF DALLAS)

POWER OF ATTORNEY

NOTICE IS HEREBY GIVEN THAT Robyn E. Bakalar of Emcare, Inc. ("the Company"), a
corporation established under the laws of Delaware, and of the subsidiary
entities shown on the list appended hereto, does hereby appoint Laura R. Dunlap
and Patricia Pizzuto attorneys-in-fact for the Company and for the subsidiary
entities, to act for the Company and for the subsidiary entities and in the name
of the Company and of the subsidiary entities for the limited purposes
authorized herein.

The Company and the subsidiary entities having taken all necessary steps to
authorize the changes and the establishment of this Power of Attorney, hereby
grants its attorneys-in-fact the power to execute the documents necessary to
change the Company's and the subsidiary entities' registered agent and
registered office, or the agent and office of similar import, in any
jurisdiction.

In the execution of any documents necessary for the purposes set forth herein,
Laura R. Dunlap shall exercise the power of Vice President and Patricia Pizzuto
shall exercise the power of Secretary, or, in the case of entities having
managers or other positions of authority rather than officers such as Vice
President or Secretary, the named individuals shall act in such office and with
such authority as is required to effect the changes herein contemplated.

This Power of Attorney expires upon the completion and filing of the documents
necessary to effect the changes in registered agent and registered office
addresses contemplated herein, or when revoked by Robyn Bakalar, which ever
shall occur first.

IN WITNESS WHEREOF the undersigned has executed this Power of Attorney on this 8
day of August, 2002.


/s/ EmCare, Inc.
- -------------------------------------
Company


BY: /s/ Robyn E. Bakalar
    ---------------------------------
    Robyn E. Bakalar
    Assistant Secretary

Subscribed and sworn to before me this 8 day of August, 2002


/s/ Bebbian W. Seiler
- -------------------------------------
Notary Public


                                       15

EX-3.169

                                                                   Exhibit 3.169

                                     BYLAWS

                                       OF

                             EMCARE OF ARIZONA, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of EMCARE OF ARIZONA, INC. (the
"Corporation") shall be such registered agent and office as shall from time to
time be established pursuant to the articles of incorporation, as amended from
time to time, of the Corporation (the "Charter") or by resolution of the Board
of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Arizona as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.01. Meetings of Stockholders of the Corporation (the "Stockholders") for
any purpose may be held at such place, within or without the State of Arizona,
as shall be fixed from time to time by the Board, or, if the Board has not so
specified, then at such place as may be fixed by the person or persons calling
the meeting.

     2.02. An annual meeting of the Stockholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Stockholders, a complete
list of the Stockholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Stockholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Stockholder who may be present.

     2.04. Special meetings of the Stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote at the meetings. Business
transacted at all special meetings shall be confined to the objects stated in
the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Stockholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of



the Stockholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Stockholders, the Stockholders
entitled to vote thereat, present in person or represented by proxy, shall
nevertheless have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At an adjourned session at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders, unless otherwise provided by statute or the Charter. At any
meeting of the Stockholders, every Stockholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Stockholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Stockholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.

     2.10. Any action required by statute to be taken at a meeting of the
Stockholders, or any action which may be taken at a meeting of the Stockholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Stockholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Stockholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Stockholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Stockholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Stockholders at the
annual meeting or a Arizona special meeting called for that purpose, but no
decrease shall have the effect of shortening the term of an incumbent director.
Directors need not be Stockholders or residents of the State of Arizona. The
directors shall be elected at the annual meeting of the Stockholders, except as
hereinafter provided, and each director elected shall hold office until his or
her successor shall be elected and shall qualify.


                                       2



     3.03. At any meeting of Stockholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Stockholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Stockholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Stockholders.

     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Stockholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         EXECUTIVE AND OTHER COMMITTEES

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              MEETINGS OF DIRECTORS

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Arizona.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Stockholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically


                                       3



provided by statute or by the Charter or by these bylaws. If a quorum shall not
be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            COMPENSATION OF DIRECTORS

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Stockholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Stockholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Stockholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.


                                       4



     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              CHAIRMAN OF THE BOARD

     5.06. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             CHIEF EXECUTIVE OFFICER

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           VICE-CHAIRMAN OF THE BOARD

     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Stockholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  THE PRESIDENT

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Stockholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  THE TREASURER

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.


                                       5



     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  OTHER OFFICES

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Stockholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of State of Arizona. Each certificate shall be signed by either the
President or any Vice President then in office and by either the Secretary, an
Assistant Secretary, or any Treasurer then in office, and may be sealed with the
seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, other than the Corporation or an employee of the Corporation,
the signature of any such officer of the Corporation may be a facsimile.
Whenever the Corporation shall be authorized to issue more than one class of
stock, there shall be (1) set forth conspicuously upon the face or back of each
certificate a full statement of (a) all of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and (b) if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences
of the shares of each series so far as the same have been fixed and determined
and the authority of the Board to fix and determine the relative rights and
preferences of subsequent series; or (2) stated conspicuously on the face or
back of the certificate that (a) such a statement is set forth in the Charter on
file in the office of the Secretary of State of Arizona and (b) the Corporation
will furnish a copy of such statement to the record holder of the certificate
without charge upon request to the Corporation at its principal place of
business or registered office. Whenever the Corporation by the Charter has
limited or denied the preemptive rights of Stockholders to acquire unissued or
treasury shares of the Corporation, each certificate (1) shall conspicuously set
forth upon the face or back of such certificate a full statement of the
limitation or denial of preemptive rights contained in the Charter, or (2) shall
conspicuously state on the face or back of the certificate that (a) such
statement is set forth in the Charter on file in the office of the Secretary of
State of Arizona and (b) the Corporation will furnish a copy of such statement
to the record holder of the certificate without charge upon request to the
Corporation at its principal place of business or registered office. If any
restriction on the transfer or the registration of the transfer of shares shall
be imposed or agreed to by the Corporation, as permitted by law, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that such a
restriction exists pursuant to a


                                       6



specified document and (a) that the Corporation will furnish to the record
holder of the certificate without charge upon written request to the corporation
at its principal place of business or registered office a copy of the specified
document, or (b) if such document is one required or permitted to be and has
been filed under the Arizona Business Corporation Act, that such document is on
file in the office of the Secretary of State of Arizona and contains a full
statement of such restriction.

                                LOST CERTIFICATES

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

                               TRANSFER OF SHARES

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by State of Arizona law, it shall be the duty of the
Corporation or the transfer agent of the Corporation to register the transfer as
requested.

                             REGISTERED STOCKHOLDERS

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Stockholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.


                                       7



                                    RESERVES

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     CHECKS

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       EXECUTION OF CONTRACTS, DEEDS, ETC.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   FISCAL YEAR

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              VOTING OF SECURITIES

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 INDEMNIFICATION

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, arbitral, administrative, or investigative, any appeal in such action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding, because such person is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief


                                       8



that he has met the standard of conduct necessary for indemnification and (ii) a
written undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the stockholders with or before the notice or waiver of notice of the
next Stockholder's meeting or with or before the next submission to Stockholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Stockholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Stockholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1)  the Charter or statute reserves the power exclusively to the
               Stockholders in whole or part; or

          (2)  the Stockholders in amending, repealing or adopting a particular
               bylaw expressly provide that the Board may not amend or repeal
               such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Stockholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Stockholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                       9

EX-3.170

                                                                   Exhibit 3.170

                 RESTATED AND AMENDED ARTICLES OF INCORPORATION

                                       OF

                      ASSOCIATED EMERGENCY PHYSICIANS, INC.
                      MEDICAL GROUP OF NORTHERN CALIFORNIA

      The undersigned certify that:

      1. They are the president and the secretary, respectively, of Associated
Emergency Physicians, Inc. Medical Group of Northern California.

      2. The articles of incorporation of this corporation are amended and
restated as follows:

                                   "ARTICLE I

      "The name of this corporation is AEP Management Services, Inc.

                                   "ARTICLE II

      "The purpose of the corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
California other than the banking business, the trust company business, or the
practice of a profession permitted to be incorporated by the California
Corporations Code.

                                  "ARTICLE III

      "This corporation elects to be governed by all of the provisions of the
General Corporation Law of 1977 not otherwise applicable to it under Chapter 23
thereof.

                                   "ARTICLE IV

      "The corporation is authorized to issue one class of shares of no par
value capital stock, which class shall be designated as "common stock." The
total number of shares of common stock which the corporation shall have
authority to issue shall be seventy-five thousand (75,000) shares.



                                   "ARTICLE V

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

      "2. The corporation is authorized to indemnify the officers and directors
of the corporation to the fullest extent permissible under California law.

                                   "ARTICLE VI

      "Any insurance this corporation is permitted by the California
Corporations Code to purchase and maintain on behalf of any of its agents
against any liability asserted against or incurred by such agents or arising
from their status as such may be purchased from any company regardless of
whether this corporation owns all or a portion of the shares of the company
issuing such insurance, provided that the policy is limited to the extent
required by the Corporations Code."

      3. The foregoing amendment and restatement of the articles of
incorporation has been approved by the board of directors.

      4. The foregoing amendment and restatement of the articles of
incorporation has been approved by the required vote of the shareholders, in
accordance with Section 902 of the California Corporations Code. The total
number of outstanding shares of the corporation is 1,066-2/3. The number of
shares voting in favor of the amendment equalled or exceeded the vote required.
The percentage required was more than 50%.

      We further declare under penalty of perjury under the laws of the state of
California that the matters set forth above are true and correct of our own
knowledge.

      Date: 9/24, 1996

                                                /s/Robert V. Violante
                                                -------------------------------
                                                Robert V. Violante, President

                                                /s/James B. Lane
                                                -------------------------------
                                                James B. Lane, Secretary

                                       2


                            CERTIFICATE OF AMENDMENT

                                       OF

                            ARTICLES OF INCORPORATION

      THE UNDERSIGNED, WILLIAM F. MILLER, III and Andrew G. Buck, certify that:

      1. They are the Vice President and Secretary, respectively, of AEP
Management Services, Inc., a California corporation (the "Corporation").

      2. Article I of the Restated and Amended Articles of Incorporation of this
Corporation is amended and restated to read in its entirety as follows:

                                   "ARTICLE I

      The name of the corporation is EmCare of California, Inc."

      3. The foregoing amendment of the Restated and Amended Articles of
Incorporation has been duly approved by the Board of Directors.

      4. The foregoing amendment of the Articles of Incorporation has been duly
approved by the required vote of shareholders in accordance with Section 902 of
the California Corporations Code. The total number of outstanding shares of the
Corporation entitled to vote thereon is 1,000. The number of shares voting in
favor of the amendment equaled or exceeded the vote required. The percentage
vote required was greater than 50%.

      We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.

DATED: 5/5, 1998

                                                /s/William F. Miller, III
                                                ------------------------------
                                                William F. Miller, II
                                                Vice President

/s/Andrew G. Buck
- ------------------------------
Andrew G. Buck, Secretary

                                       3

EX-3.171

                                                                   Exhibit 3.171

                                     BYLAWS

                                       OF

                           EMCARE OF CALIFORNIA, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of EMCARE OF CALIFORNIA, INC. (the
"Corporation") shall be such registered agent and office as shall from time to
time be established pursuant to the articles of incorporation, as amended from
time to time, of the Corporation (the "Charter") or by resolution of the Board
of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of California as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.01. Meetings of Stockholders of the Corporation (the "Stockholders") for
any purpose may be held at such place, within or without the State of
California, as shall be fixed from time to time by the Board, or, if the Board
has not so specified, then at such place as may be fixed by the person or
persons calling the meeting.

     2.02. An annual meeting of the Stockholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Stockholders, a complete
list of the Stockholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Stockholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Stockholder who may be present.

     2.04. Special meetings of the Stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote at the meetings. Business
transacted at all special meetings shall be confined to the objects stated in
the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Stockholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of



the Stockholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Stockholders, the Stockholders
entitled to vote thereat, present in person or represented by proxy, shall
nevertheless have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At an adjourned session at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders, unless otherwise provided by statute or the Charter. At any
meeting of the Stockholders, every Stockholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Stockholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Stockholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.

     2.10. Any action required by statute to be taken at a meeting of the
Stockholders, or any action which may be taken at a meeting of the Stockholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Stockholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Stockholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Stockholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Stockholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Stockholders at the
annual meeting or a California special meeting called for that purpose, but no
decrease shall have the effect of shortening the term of an incumbent director.
Directors need not be Stockholders or residents of the State of California. The
directors shall be elected at the annual meeting of the Stockholders, except as
hereinafter provided, and each director elected shall hold office until his or
her successor shall be elected and shall qualify.


                                        2



     3.03. At any meeting of Stockholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Stockholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Stockholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Stockholders.

     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Stockholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         EXECUTIVE AND OTHER COMMITTEES

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              MEETINGS OF DIRECTORS

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of California.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Stockholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically


                                        3



provided by statute or by the Charter or by these bylaws. If a quorum shall not
be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            COMPENSATION OF DIRECTORS

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Stockholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Stockholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Stockholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.


                                        4



     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              CHAIRMAN OF THE BOARD

     5.06. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             CHIEF EXECUTIVE OFFICER

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           VICE-CHAIRMAN OF THE BOARD

     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Stockholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  THE PRESIDENT

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Stockholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  THE TREASURER

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.


                                        5



     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  OTHER OFFICES

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Stockholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of State of California. Each certificate shall be signed by either the
President or any Vice President then in office and by either the Secretary, an
Assistant Secretary, or any Treasurer then in office, and may be sealed with the
seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, other than the Corporation or an employee of the Corporation,
the signature of any such officer of the Corporation may be a facsimile.
Whenever the Corporation shall be authorized to issue more than one class of
stock, there shall be (1) set forth conspicuously upon the face or back of each
certificate a full statement of (a) all of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and (b) if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences
of the shares of each series so far as the same have been fixed and determined
and the authority of the Board to fix and determine the relative rights and
preferences of subsequent series; or (2) stated conspicuously on the face or
back of the certificate that (a) such a statement is set forth in the Charter on
file in the office of the Secretary of State of California and (b) the
Corporation will furnish a copy of such statement to the record holder of the
certificate without charge upon request to the Corporation at its principal
place of business or registered office. Whenever the Corporation by the Charter
has limited or denied the preemptive rights of Stockholders to acquire unissued
or treasury shares of the Corporation, each certificate (1) shall conspicuously
set forth upon the face or back of such certificate a full statement of the
limitation or denial of preemptive rights contained in the Charter, or (2) shall
conspicuously state on the face or back of the certificate that (a) such
statement is set forth in the Charter on file in the office of the Secretary of
State of California and (b) the Corporation will furnish a copy of such
statement to the record holder of the certificate without charge upon request to
the Corporation at its principal place of business or registered office. If any
restriction on the transfer or the registration of the transfer of shares shall
be imposed or agreed to by the Corporation, as permitted by law, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that such a
restriction exists pursuant


                                        6



to a specified document and (a) that the Corporation will furnish to the record
holder of the certificate without charge upon written request to the corporation
at its principal place of business or registered office a copy of the specified
document, or (b) if such document is one required or permitted to be and has
been filed under the California Business Corporation Act, that such document is
on file in the office of the Secretary of State of California and contains a
full statement of such restriction.

                                LOST CERTIFICATES

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

                               TRANSFER OF SHARES

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by State of California law, it shall be the duty of the
Corporation or the transfer agent of the Corporation to register the transfer as
requested.

                             REGISTERED STOCKHOLDERS

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Stockholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.


                                        7



                                    RESERVES

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     CHECKS

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       EXECUTION OF CONTRACTS, DEEDS, ETC.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   FISCAL YEAR

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              VOTING OF SECURITIES

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 INDEMNIFICATION

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, arbitral, administrative, or investigative, any appeal in such action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding, because such person is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief


                                        8



that he has met the standard of conduct necessary for indemnification and (ii) a
written undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the stockholders with or before the notice or waiver of notice of the
next Stockholder's meeting or with or before the next submission to Stockholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Stockholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Stockholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1)  the Charter or statute reserves the power exclusively to the
               Stockholders in whole or part; or

          (2)  the Stockholders in amending, repealing or adopting a particular
               bylaw expressly provide that the Board may not amend or repeal
               such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Stockholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Stockholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                        9

EX-3.172

                                                                   Exhibit 3.172
PLEASE INCLUDE A TYPED
SELF-ADDRESSED ENVELOPE

MUST BE TYPED
FILING FEE:  $50.00
MUST SUBMIT TWO COPIES

                           Mail to: Secretary of State
                              Corporations Section
                            1560 Broadway, Suite 200
                                Denver, CO 80202
                                  (303) 8942251
                               Fax (303) 894-2242

                            ARTICLES OF INCORPORATION

Corporation Name  EmCare of Colorado, Inc.

Principal Business Address 1717 Main Street, Suite 5200, Dallas, TX 75201

Cumulative voting shares of stock is authorized.     Yes [ ]           No [x]

If duration is less than perpetual enter number of years

Preemptive rights are granted to shareholders.       Yes [ ]           No [x]

STOCK INFORMATION:  (If additional space is needed, continue on a separate sheet
of paper.)

Stock Class     COMMON   Authorized Shares   1,000    Par Value       $0.01

Stock Class              Authorized Shares            Par Value

The name of the  initial  registered  agent and the  address  of the  registered
office is: (If another corporation, us last name space)

Last Name   National Registered Agents, Inc.   First & Middle Name______________

Street Address   1535 Grant Street, Suite 140, Denver, CO  80203

     THE  UNDERSIGNED  CONSENTS TO THE  APPOINTMENT  AS THE  INITIAL  REGISTERED
     AGENT.

Signature of Registered Agent       /s/ Mary M.
                                    -----------------------------------

These articles are to have a delayed effective date of:



INCORPORATORS:  Names and addresses:  (If more than two,  continue on a separate
sheet of paper.

         NAME                    ADDRESS
William F. Miller, III           1717 Main Street, Suite 5200 Dallas, TX  75201

Incorporators who are natural persons must be 18 years or more. The undersigned,
acting  as   incorporator(s)  of  a  corporation  under  the  Colorado  Business
Corporation Act, adopt the above Articles of Incorporation.

Signature                                  Signature /s/  William F. Miller, III
          ------------------------------   -------------------------------------
              William F. Miller, III

                                                                    Revised 7/95

                                       2

EX-3.173

                                                                   Exhibit 3.173

                                     BYLAWS

                                       OF

                            EMCARE OF COLORADO, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of EMCARE OF COLORADO, INC. (the
"Corporation") shall be such registered agent and office as shall from time to
time be established pursuant to the articles of incorporation, as amended from
time to time, of the Corporation (the "Charter") or by resolution of the Board
of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Colorado as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.01. Meetings of Stockholders of the Corporation (the "Stockholders") for
any purpose may be held at such place, within or without the State of Colorado,
as shall be fixed from time to time by the Board, or, if the Board has not so
specified, then at such place as may be fixed by the person or persons calling
the meeting.

     2.02. An annual meeting of the Stockholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Stockholders, a complete
list of the Stockholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Stockholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Stockholder who may be present.

     2.04. Special meetings of the Stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote at the meetings. Business
transacted at all special meetings shall be confined to the objects stated in
the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Stockholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of



the Stockholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Stockholders, the Stockholders
entitled to vote thereat, present in person or represented by proxy, shall
nevertheless have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At an adjourned session at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders, unless otherwise provided by statute or the Charter. At any
meeting of the Stockholders, every Stockholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Stockholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Stockholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.

     2.10. Any action required by statute to be taken at a meeting of the
Stockholders, or any action which may be taken at a meeting of the Stockholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Stockholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Stockholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Stockholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Stockholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Stockholders at the
annual meeting or a Colorado special meeting called for that purpose, but no
decrease shall have the effect of shortening the term of an incumbent director.
Directors need not be Stockholders or residents of the State of Colorado. The
directors shall be elected at the annual meeting of the Stockholders, except as
hereinafter provided, and each director elected shall hold office until his or
her successor shall be elected and shall qualify.


                                        2



     3.03. At any meeting of Stockholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Stockholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Stockholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Stockholders.

     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Stockholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         EXECUTIVE AND OTHER COMMITTEES

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              MEETINGS OF DIRECTORS

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Colorado.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Stockholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically


                                        3



provided by statute or by the Charter or by these bylaws. If a quorum shall not
be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            COMPENSATION OF DIRECTORS

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Stockholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Stockholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Stockholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.


                                        4



     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              CHAIRMAN OF THE BOARD

     5.06. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             CHIEF EXECUTIVE OFFICER

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           VICE-CHAIRMAN OF THE BOARD

     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Stockholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  THE PRESIDENT

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Stockholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  THE TREASURER

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.


                                        5



     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  OTHER OFFICES

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Stockholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of State of Colorado. Each certificate shall be signed by either the
President or any Vice President then in office and by either the Secretary, an
Assistant Secretary, or any Treasurer then in office, and may be sealed with the
seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, other than the Corporation or an employee of the Corporation,
the signature of any such officer of the Corporation may be a facsimile.
Whenever the Corporation shall be authorized to issue more than one class of
stock, there shall be (1) set forth conspicuously upon the face or back of each
certificate a full statement of (a) all of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and (b) if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences
of the shares of each series so far as the same have been fixed and determined
and the authority of the Board to fix and determine the relative rights and
preferences of subsequent series; or (2) stated conspicuously on the face or
back of the certificate that (a) such a statement is set forth in the Charter on
file in the office of the Secretary of State of Colorado and (b) the Corporation
will furnish a copy of such statement to the record holder of the certificate
without charge upon request to the Corporation at its principal place of
business or registered office. Whenever the Corporation by the Charter has
limited or denied the preemptive rights of Stockholders to acquire unissued or
treasury shares of the Corporation, each certificate (1) shall conspicuously set
forth upon the face or back of such certificate a full statement of the
limitation or denial of preemptive rights contained in the Charter, or (2) shall
conspicuously state on the face or back of the certificate that (a) such
statement is set forth in the Charter on file in the office of the Secretary of
State of Colorado and (b) the Corporation will furnish a copy of such statement
to the record holder of the certificate without charge upon request to the
Corporation at its principal place of business or registered office. If any
restriction on the transfer or the registration of the transfer of shares shall
be imposed or agreed to by the Corporation, as permitted by law, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that such a
restriction exists pursuant


                                        6



to a specified document and (a) that the Corporation will furnish to the record
holder of the certificate without charge upon written request to the corporation
at its principal place of business or registered office a copy of the specified
document, or (b) if such document is one required or permitted to be and has
been filed under the Colorado Business Corporation Act, that such document is on
file in the office of the Secretary of State of Colorado and contains a full
statement of such restriction.

                                LOST CERTIFICATES

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

                               TRANSFER OF SHARES

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by State of Colorado law, it shall be the duty of the
Corporation or the transfer agent of the Corporation to register the transfer as
requested.

                             REGISTERED STOCKHOLDERS

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Stockholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.


                                        7



                                    RESERVES

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     CHECKS

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       EXECUTION OF CONTRACTS, DEEDS, ETC.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   FISCAL YEAR

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              VOTING OF SECURITIES

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 INDEMNIFICATION

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, arbitral, administrative, or investigative, any appeal in such action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding, because such person is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief


                                        8



that he has met the standard of conduct necessary for indemnification and (ii) a
written undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the stockholders with or before the notice or waiver of notice of the
next Stockholder's meeting or with or before the next submission to Stockholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Stockholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Stockholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1)  the Charter or statute reserves the power exclusively to the
               Stockholders in whole or part; or

          (2)  the Stockholders in amending, repealing or adopting a particular
               bylaw expressly provide that the Board may not amend or repeal
               such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Stockholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Stockholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                       9

EX-3.174

                                                                   Exhibit 3.174

CERTIFICATE OF INCORPORATION
STOCK CORPORATION
Office of the Secretary of the State
30 Trinity Street / P.O. Box 150470 / Hartford, CT 06115-0470 / Rev. 12/1999

Space For Office Use Only

1.   NAME OF CORPORATION:

EmCare of Connecticut, Inc.

2.   TOTAL NUMBER OF AUTHORIZED SHARES: 1,000

If the corporation has more then one class of shares, it must designate each
class and the number of shares authorized within each class below



Class    Number of shares per class
- -----    --------------------------
      
Common              1,000


3.   TERMS, LIMITATIONS, RELATIVE RIGHTS AND PREFERENCES OF EACH CLASS OF SHARES
AND SERIES THEREOF PURSUANT TO CONN. GEN. STAT. SECTION 33-665:

n/a



Space For Office Use Only

4.   APPOINTMENT OF REGISTERED AGENT: (Please select only one A. or B.)

Print or type name of agent:

A.   Individual's Name:

Business address (P.O. Box is unacceptable)

Residence address (P.O. Box is unacceptable)

B.   Business Entity:

Corporation Service Company

Address (P.O. Box is unacceptable)

c/o Corporation Service Company
94 Hungerford Street
Hartford, Connecticut 06106

Acceptance of appointment
Corporation Service Company


By:  /s/ Alexis Cassidy                 Asst. V.P.
     --------------------------------
Signature of agent

5.   OTHER PROVISIONS:

6.   EXECUTION:

Dated this 18 day of July, 2002.

Certificate must be signed by each incorporator.




PRINT OR TYPE NAME OF
INCORPORATOR(S)         SIGNATURE(S)                 COMPLETE ADDRESS(ES)
- ---------------------   ------------                 --------------------
                                               


Robyn Bakalar           /s/ Robyn Bakalar            1717 Main Street, St. 5200,
                        --------------------------   Dallas, TX 75201




ORGANIZATION AND FIRST REPORT
STOCK OR NON-STOCK CORPORATIONS
Office of the Secretary of the State
30 Trinity Street / P.O. Box 150470 / Hartford, CT 06115-0470 / Rev. 12/1999

Please see reverse for Instruction

Space For Office Use Only

1.   Name of Corporation:

EmCare of Connecticut, Inc.

2.   Date of Organization Meeting:     7   /  24 / 2002
                                     Month   Day   Year

3.   Address of Principal Office (street address required - P.O. Box is not
     acceptable):

1717 Main Street, Ste. 5200
Dallas, Texas 75201

4.   Mailing address (if other than principal office address):

1717 Main Street, Ste. 5200
Dallas, Texas 75201

5.   OFFICERS:

(Street address required - P.O. Box is not acceptable)



NAME                TITLE            RESIDENCE ADDRESS             BUSINESS ADDRESS
- ----                -----            -----------------             ----------------
                                                          
Don S. Harvey       President        1717 Main Street, Ste. 5200   1717 Main Street, Ste. 5200
                                     Dallas, Texas 75201           Dallas, Texas 75201

Todd G. Zimmerman   Executive VP     1717 Main Street, Ste. 5200   1717 Main Street, Ste. 5200
                                     Dallas, Texas 75201           Dallas, Texas 75201

Robyn E. Bakalar    Assistant Sec.   1717 Main Street, Ste. 5200   1717 Main Street, Ste. 5200
                                     Dallas, Texas 75201           Dallas, Texas 75201


6.   DIRECTORS:

(Street address required - P.O. Box is not acceptable)



NAME                   RESIDENCE ADDRESS             BUSINESS ADDRESS
- ----                   -----------------             ----------------
                                               
William A. Sanger      1717 Main Street, Ste. 5200   1717 Main Street, Ste. 5200
                       Dallas, Texas 75201           Dallas, Texas 75201




Note: If additional space is needed, please reference on 81/2X 11 attachment

7.   EXECUTION:

Dated this 16 day of June, 2003.

                                                    


Robyn E. Bakalar                  Assistant Secretary     /s/ Robyn E. Bakalar
Print or type name of signatory   Capacity of signatory   ----------------------
                                                          Signature

EX-3.175

                                                                   Exhibit 3.175

                                     BYLAWS

                                       OF

                           EMCARE OF CONNECTICUT, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of EMCARE OF CONNECTICUT, INC. (the
"Corporation") shall be such registered agent and office as shall from time to
time be established pursuant to the articles of incorporation, as amended from
time to time, of the Corporation (the "Charter") or by resolution of the Board
of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Connecticut as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.01. Meetings of Stockholders of the Corporation (the "Stockholders") for
any purpose may be held at such place, within or without the State of
Connecticut, as shall be fixed from time to time by the Board, or, if the Board
has not so specified, then at such place as may be fixed by the person or
persons calling the meeting.

     2.02. An annual meeting of the Stockholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Stockholders, a complete
list of the Stockholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Stockholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Stockholder who may be present.

     2.04. Special meetings of the Stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote at the meetings. Business
transacted at all special meetings shall be confined to the objects stated in
the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Stockholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of



the Stockholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Stockholders, the Stockholders
entitled to vote thereat, present in person or represented by proxy, shall
nevertheless have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At an adjourned session at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders, unless otherwise provided by statute or the Charter. At any
meeting of the Stockholders, every Stockholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Stockholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Stockholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.

     2.10. Any action required by statute to be taken at a meeting of the
Stockholders, or any action which may be taken at a meeting of the Stockholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Stockholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Stockholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Stockholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Stockholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Stockholders at the
annual meeting or a Connecticut special meeting called for that purpose, but no
decrease shall have the effect of shortening the term of an incumbent director.
Directors need not be Stockholders or residents of the State of Connecticut. The
directors shall be elected at the annual meeting of the Stockholders, except as
hereinafter provided, and each director elected shall hold office until his or
her successor shall be elected and shall qualify.


                                       2



     3.03. At any meeting of Stockholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Stockholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Stockholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Stockholders.

     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Stockholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         EXECUTIVE AND OTHER COMMITTEES

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              MEETINGS OF DIRECTORS

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Connecticut.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Stockholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically


                                       3



provided by statute or by the Charter or by these bylaws. If a quorum shall not
be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            COMPENSATION OF DIRECTORS

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Stockholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Stockholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Stockholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.


                                       4



     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              CHAIRMAN OF THE BOARD

     5.06. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             CHIEF EXECUTIVE OFFICER

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           VICE-CHAIRMAN OF THE BOARD

     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Stockholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  THE PRESIDENT

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Stockholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  THE TREASURER

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.


                                       5



     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  OTHER OFFICES

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Stockholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of State of Connecticut. Each certificate shall be signed by either the
President or any Vice President then in office and by either the Secretary, an
Assistant Secretary, or any Treasurer then in office, and may be sealed with the
seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, other than the Corporation or an employee of the Corporation,
the signature of any such officer of the Corporation may be a facsimile.
Whenever the Corporation shall be authorized to issue more than one class of
stock, there shall be (1) set forth conspicuously upon the face or back of each
certificate a full statement of (a) all of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and (b) if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences
of the shares of each series so far as the same have been fixed and determined
and the authority of the Board to fix and determine the relative rights and
preferences of subsequent series; or (2) stated conspicuously on the face or
back of the certificate that (a) such a statement is set forth in the Charter on
file in the office of the Secretary of State of Connecticut and (b) the
Corporation will furnish a copy of such statement to the record holder of the
certificate without charge upon request to the Corporation at its principal
place of business or registered office. Whenever the Corporation by the Charter
has limited or denied the preemptive rights of Stockholders to acquire unissued
or treasury shares of the Corporation, each certificate (1) shall conspicuously
set forth upon the face or back of such certificate a full statement of the
limitation or denial of preemptive rights contained in the Charter, or (2) shall
conspicuously state on the face or back of the certificate that (a) such
statement is set forth in the Charter on file in the office of the Secretary of
State of Connecticut and (b) the Corporation will furnish a copy of such
statement to the record holder of the certificate without charge upon request to
the Corporation at its principal place of business or registered office. If any
restriction on the transfer or the registration of the transfer of shares shall
be imposed or agreed to by the Corporation, as permitted by law, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that such a
restriction


                                       6



exists pursuant to a specified document and (a) that the Corporation will
furnish to the record holder of the certificate without charge upon written
request to the corporation at its principal place of business or registered
office a copy of the specified document, or (b) if such document is one required
or permitted to be and has been filed under the Connecticut Business Corporation
Act, that such document is on file in the office of the Secretary of State of
Connecticut and contains a full statement of such restriction.

                                LOST CERTIFICATES

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

                               TRANSFER OF SHARES

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by State of Connecticut law, it shall be the duty of the
Corporation or the transfer agent of the Corporation to register the transfer as
requested.

                             REGISTERED STOCKHOLDERS

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Stockholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.


                                       7



                                    RESERVES

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     CHECKS

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       EXECUTION OF CONTRACTS, DEEDS, ETC.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   FISCAL YEAR

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              VOTING OF SECURITIES

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 INDEMNIFICATION

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, arbitral, administrative, or investigative, any appeal in such action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding, because such person is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief


                                       8



that he has met the standard of conduct necessary for indemnification and (ii) a
written undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the stockholders with or before the notice or waiver of notice of the
next Stockholder's meeting or with or before the next submission to Stockholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Stockholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Stockholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1)  the Charter or statute reserves the power exclusively to the
               Stockholders in whole or part; or

          (2)  the Stockholders in amending, repealing or adopting a particular
               bylaw expressly provide that the Board may not amend or repeal
               such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Stockholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Stockholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                       9

EX-3.176

                                                                   Exhibit 3.176

                            ARTICLES OF INCORPORATION
                                       OF
                      ROGER D. COPENHAVER, JR., M.D., P.A.

I, the undersigned subscriber to these Articles of Incorporation, a natural
person competent to contract and a Doctor of Medicine, licensed or otherwise
legally authorized to practice by and within the State of Florida, hereby acting
as incorporator for the purpose of forming a Professional Service Corporation
for profit by virtue of the provisions of Chapter 621, Florida Statutes, and
Chapter 608, Part I and Part II, Florida Statutes, do hereby adopt the following
Articles of Incorporation.

                                    ARTICLE I

                                Corporation Name

The name of this corporation shall be:

                      ROGER D. COPENHAVER, JR., M.D., P.A.

                                   ARTICLE II
                               Nature of Business

The general nature of business and the proposed objects and purposes to be
transacted, promoted and carried on by the corporation are to do any and all
things hereinafter mentioned as fully and to the same effect and extent as
natural persons might or could do under the laws of the State of Florida, viz.,

1. To engage in every aspect of the practice of medicine and all its fields of
specialization as are engaged in by Doctors of Medicine in this State.

2. To engage and render the professional service involved only through its
officers, agents and employees who are Doctors of Medicine in good standing and
duly licensed or otherwise legally authorized within the State of Florida to
render the same professional service as this corporation.

3. To invest its funds in real estate, mortgages, stocks, bonds and any other
type of investments permitted by law.

4. To own real and personal property necessary for the rendering of the
professional services hereby authorized.

5. To engage in no other business other than the rendering of the professional
services specified herein.

                                   ARTICLE III

                                  Capital Stock

A. The maximum number of shares of stock that the corporation is authorized to
have outstanding at any one time shall be Five Thousand (5,000) shares of common
stock with One Dollar ($1.00) per share par value.

B. The consideration to be paid for each share shall be payable in lawful money
of the United States of America, or in property, labor or services which, in the
judgment of the Board of Directors of this corporation, shall be of the
valuation equivalent to the value of the stock to be issued.

C. Shares of the corporation's stock and certificates therefor shall be issued
only to Doctors of Medicine in good standing and duly licensed or otherwise
legally authorized within the State of Florida to render the same professional
service as this corporation.

                                   ARTICLE IV

                                 Initial Capital

The amount of capital with which this corporation shall begin business shall be
not less than the sum of Five Hundred Dollars ($500.00).

                                    ARTICLE V

                                Term of Existence

This corporation shall have perpetual existence.

                                   ARTICLE VI

                    Corporation Address and Registered Agent

The initial principal office of this corporation shall be located in the City of
Bradenton, County of Manatee, State of Florida, and the initial post office
address of the principal office of this corporation shall be 3611 N. Howard
Ave., Apt. C-105, Tampa, Florida. The initial Registered Agent is Roger D.
Copenhaver, Jr., M.D., 3611 North Howard Avenue, Tampa, Florida.

                                   ARTICLE VII

                           Informal Shareholder Action

Any action of the shareholders may be taken without a meeting if consent in
writing, setting forth the action so taken, shall be signed by all the persons
who would be entitled to vote upon such action at a meeting and filed with the
secretary of the corporation as part of the corporate records.


                                        2

                                  ARTICLE VIII

                            Stock Transfer Agreements

A. If all, or any, of the shareholders or subscribers to stock of the
corporation shall enter into any agreement between themselves or with the
corporation or third persons, abridging, limiting, restricting or changing the
rights or interest of any one or more of the shareholders or subscribers to
sell, assign, transfer, mortgage, pledge, hypothecate or transfer on the books
of the corporation, any and all of the stocks of the corporation held by them
and if a copy of the agreement is filed with the corporation, all certificates
of shares subject to such agreement or restriction shall have a reference
thereto endorsed thereon by an officer of the corporation and such stock shall
not thereafter be transferred on the books of the corporation except in
accordance with the terms and provisions of the agreement. If the agreement so
provides, the certificates of stock shall be registered so that shares standing
in the name of any person as pledgee, trustee, or other fiduciary may be voted,
in person or by proxy, and without proof of authority.

B. Provided, however, any such agreement shall be subject to the requirements of
Florida Statute 621, and no stockholder may sell or transfer any of such
stockholder's shares of stock in this corporation except to another individual
who is, under the provisions of Florida Statute 621, eligible to be a
stockholder of this corporation.

                                   ARTICLE IX

                               Pre-emptive Rights

Each shareholder of this corporation shall have the first right to purchase
shares (and securities convertible into shares) of any class, kind or series of
stock in this corporation that may from time to time be issued (whether or not
presently authorized), including shares from the treasury of this corporation,
in the ratio that the number of shares he holds at the time of issue bears to
the total number of shares outstanding exclusive of treasury shares. Such right
extends to stock issued for cash, services, property, discharge from debt, or
any other consideration. This right shall be deemed waived by any shareholder
who does not exercise it and pay for he shares pre-empted within thirty (30)
days of receipt of a notice in writing from the corporation stating the prices,
terms and conditions of the issue of shares and inviting him to exercise his
pre-emptive rights. This right may also be waived by affirmative written waiver
submitted by the shareholder to the corporation within thirty (30) days of
receipt of notice from the corporation.

                                    ARTICLE X

                               Inspection of Books

Each shareholder shall have the unqualified right and privilege to examine all
corporate books, records and correspondence. This privilege of examination is
conditioned by the provision that the shareholder agrees to indemnify the
corporation for losses suffered by improper disclosure of


                                        3

information obtained in the course of such inspection. The shareholder may not
delegate the right of inspection.

                                   ARTICLE XI

                                    Directors

A. Selection and Replacement

1. The business of the corporation shall be managed initially by a Board of
three (3) Directors. The number of Directors may be, as provided for by By-Laws
adopted by the stockholders, increased or decreased, but shall never be less
than three (3) Directors.

2. In any election of Directors by the stockholders, each stockholder of record
shall have the right to cumulate his shares and to give one candidate as many
votes as the number of Directors to be elected multiplied by the number of
shares equals, or to distribute them on the same principal among as many
candidates as he sees fit; provided, however, that notice shall be given by any
shareholder to the President, or a Vice President, of the corporation not less
than twenty-four (24) hours before the time fixed for the holding of the meeting
for the election of Directors that he intends to accumulate his votes at such
election. This right to vote cumulatively shall not be further restricted or
qualified by any provision in the By-Laws of the corporation.

3. Except as provided in Article XIX.B, any vacancy on the Board of Directors
shall be filled by the stockholders at regular or special meeting called for
that purpose. A shareholder removed as a Director for cause shall not be
entitled to vote to fill his own vacancy by voting for himself without prior
approval secured by the affirmative vote of 100% of the outstanding shares of
all classes of stock entitled to vote, exclusive of his own shares of stock.

B. Director Meetings

The presence of a majority of the Board shall be necessary at any meeting to
constitute a quorum to transact business. No action shall be taken at a meeting
of the Board except by majority vote of the members of the Board present at the
meeting. In lieu of acting at a meeting, the Board may act without a meeting
provided that written consent to the action in question is signed by all the
Directors and filed with the minutes of the Board before or after the action in
question is taken.

C. Executive Committee

The Directors may annually appoint from among themselves two Directors who shall
serve as an Executive Committee and said Committee shall have the full powers of
the Board of Directors when said Board is not in session to transact the
ordinary business of the corporation. By way of illustration, the ordinary,
business of this corporation shall not include the employment of the officers,
the determination of their duties, their compensation or their dismissal
(whether in the capacity of an officer, or in some other additional capacity),
the formation and installation of profit sharing forms of compensation, the
declaration of dividends, the issuance of stock, the


                                        4

borrowing of funds or establishing lines of credit for the corporation, the
bringing of suits, or the amendment of by-laws, or the exercise of option
arrangements under the provision of any agreement permitting the corporation to
purchase stock of this or another corporation.

The requirements of notice and quorum and informal action by written consent,
which apply to the Board of Directors apply to the Executive Committee.

                                   ARTICLE XII

                               Partly Paid Shares

The Board of Directors may by resolution authorize the issue of the whole or of
any part of the shares of stock of the corporation as partly paid, subject to
the provisions of Florida Statutes, Chapter 608.16, subparagraphs 1 and 2, or
any successors thereto.

                                  ARTICLE XIII

                              Interested Directors

A. No contract or other transaction between a corporation and one or more of its
directors, or between a corporation and any other corporation, firm, association
or other entity in which one or more of its directors are directors or officers,
or are financially interested, shall be either void or voidable for this reason
alone or by reason alone that such director or directors are present at the
meeting of the board, as of a committee thereof, which approves such contract or
transaction, or that his or their votes are counted for such purposes.

1. If the fact of such common directorship, officership or financial interest is
disclosed or known to the board or committee, and the board or committee
approves such contract or transaction by vote sufficient for such purpose
without counting the vote or votes of such interested director or directors; or

2. If such common directorship, officership or financial interest is disclosed
or known to the shareholders entitled to vote thereon, and such contract or
transaction is approved by vote of the shareholders; or

3. If the contract or transaction is fair and reasonable as to the corporation
at the time it is approved by the board, a committee or the shareholders.

B. Common or interested directors may be counted in determining the presence of
a quorum at a meeting of the Board or of a committee which approves such
contract or transaction.

C. The Board shall have authority to fix the compensation of Directors for
services in any capacity.


                                        5

                                   ARTICLE XIV

                          Long-Term Employment Contract

The Board of Directors may authorize the corporation to enter into employment
contracts with any executive officer for periods longer than one year, and any
charter or by-law provision for annual election shall be without prejudice to
the contract rights, if any, of any executive officer under such contracts.

                                   ARTICLE XV

                     Director Reliance on Corporate Records

A Director shall not be liable for dividends illegally declared, distributions
illegally made to shareholders, or any other action taken in reliance in good
faith upon financial statements of the corporation represented to him to be
correct by the President of the corporation or the officer having charge of the
books of account, or certified by an independent or certified accountant to
clearly reflect the financial condition of the corporation; nor shall he be
liable if in good faith in determining the amount available for dividends or
distribution he considers the assets to be of ample value.

                                   ARTICLE XVI

                                Initial Directors

The names and post office addresses of the three members of the first Board of
Directors are as follows:



NAME                             ADDRESS
- ----                             -------
                              
Roger D. Copenhaver, Jr., M.D.   3611 N. Howard Avenue
                                 Apartment C-l05
                                 Tampa, Florida

Kirby Blankenship, M.D.          C/O Tampa General Hospital
                                 Tampa, Florida

Howard Franklin, M.D.            C/O Tampa General Hospital
                                 Tampa, Florida


                                  ARTICLE XVII

                                   Subscribers

The name and post office address of the subscriber to these Articles of
Incorporation is as follows:


                                       6



NAME                             ADDRESS
- ----                             -------
                              
Roger D. Copenhaver, Jr., M.D.   3611 N. Howard Avenue
                                 Apartment C-105
                                 Tampa, Florida


The subscriber certifies that the proceeds of the stock subscribed for will not
be less than the amount of capital with which the corporation will begin
business as set forth in Article IV hereinabove.

                                  ARTICLE XVIII

                     Severance and Termination of Employment

If any officer, director, stockholder, agent or employee of this corporation who
has been rendering professional medical services to the public:

1. For any reason ceases to be an active member of the medical profession in
good standing and duly licensed or otherwise legally authorized within the State
of Florida to render the same professional services as this corporation, or;

2. Is elected to a public office or accepts employment that, pursuant to law,
places restrictions or limitations upon his continued rendering of professional
services as a Doctor of Medicine then, in any such event, such person's office
and/or employment with and/or financial interest in this corporation shall cease
forthwith; subject, however, to the provisions of Article XIX.B, dealing with
"Amendments". Should any amendment be effected which changes the nature and
purpose of this corporation so that the restrictions of Florida Statute 621 do
not apply, then the restriction of this Article shall not thereafter apply;
provided, however, that until such amendment is effected, such person shall
render no professional services, shall hold no office, shall not serve on the
Board of this corporation, and shall have no financial interest in this
corporation except to receive payment for any stock owned and any other amounts
that are lawfully due and owing by the corporation.

                                   ARTICLE XIX

                                   Amendments

A. These Articles of Incorporation may be amended in the manner provided by law.
Each amendment shall be approved by the Board of Directors and proposed by them
to the stockholders, and approved at a Stockholders' Meeting unless all the
Directors and all the stockholders sign a written statement manifesting their
intention that a certain amendment to these Articles of Incorporation be made.
All rights conferred on stockholders herein are granted subject to this
reservation.


                                       7

B. In the event the ownership of shares of this corporation shall be in any
person, trust, corporation, estate or partnership who is not qualified to own
such shares under the provisions of Chapter 621, Florida Statutes, and there has
been no voluntary transfer of stock contrary to Article VIII.B, or to law, the
Board of Directors and shareholders shall have the power to amend these Articles
of Incorporation in the manner and method prescribed in subparagraph A. of this
Article to effect a change in the nature and purpose of the business authorized
by these Articles of Incorporation so that this corporation shall have the power
to conduct any business authorized by Chapter 608, Florida Statutes. If there is
a vacancy on the Board of Directors at or after the occurrence of the event
referred to in this subparagraph, that vacancy shall be filled by the remaining
Board of Directors until this amendment is complete and effective, or until such
ownership of shares no longer exists. No stockholder shall be ineligible to vote
on any such amendment merely because he is an ineligible shareholder under
Florida Statute 621; but he shall have no other voting right.

                                   ARTICLE XX

                      Rights of Stockholder Whose Interest
                         Terminates Under Article XVIII

If any shareholder of this corporation be required to terminate his financial
interest in this corporation because of the application of Article XVIII, or the
application of Chapter 621, Florida Statutes and should these Articles not be
amended as provided in Article XIXB, the financial interest of such shareholder
shall terminate immediately and automatically except to receive payment for such
stock in this corporation as may be owned by him, and any other amounts that are
lawfully due and owing to him by the corporation; and such shares of stock shall
not be entitled to dividends, or stock rights of any kind. Such stock shall be
forthwith transferred, sold, purchased, pledged or redeemed at such price or
value and under such terms as shall be authorized or set forth in the By-Laws or
Shareholders' Agreement, if any, and if not, by mutual agreement or, if no such
agreement can be reached, then by arbitration as provided in Article XXI,
dealing with "Arbitration".

                                   ARTICLE XXI

                                    Deadlock

A. Should deadlock, dispute or controversy arise among the shareholders or
Directors of the corporation in regard to matters of management and company
policy or matters arising under the provisions of this Charter and should the
shareholders, by using their legal power and influence as shareholders, be
unable to resolve such deadlock, dispute or controversy, the matter shall be
submitted by the shareholders to arbitration.

B. Should the shareholders be unable to agree as to the scope of this provision
or the application of this provision to the deadlock, dispute or controversy at
issue, the scope and applicability of this provision shall be determined by the
arbitrator.


                                       8

C. The arbitrator shall be Richard O. Jacobs, St. Petersburg, Florida. The
shareholders shall reserve the right to replace the arbitrator by unanimous vote
of the shares outstanding and entitled to vote.

D. Should the shareholders be unable to unanimously elect a successor
arbitrator, the deadlock, dispute or controversy shall be submitted to the
American Arbitration Association at its nearest office, in accordance with its
rules.

E. The decision of the arbitrator shall be final and binding upon all
shareholders. The shareholders shall vote their shares as the arbitrator shall
direct.

F. To enforce these provisions, the arbitrator may obtain an injunction from a
court having jurisdiction to direct the shareholder to vote as the arbitrator
has determined.

G. After arbitration and settlement, should matters in controversy continue to
arise, the arbitrator shall determine when arbitration shall no longer
reasonably resolve the deadlock, dispute or controversy. Upon the making of such
a determination by the arbitrator, the objecting shareholder shall offer for
sale, first to the corporation and then to the remaining shareholders, his stock
interest in the corporation upon the terms of sale and methods of valuation of
any buy and sell or option-purchase agreement to which the shareholders and the
corporation shall then be a party. Should there be no valid agreement then in
effect, the terms of sale and valuation of stock shall be determined by mutual
agreement of the parties; however, should they be unable to agree, the terms of
sale and valuation of stock shall be determined by the arbitrator.

H. The corporation and the remaining shareholders shall each have sixty (60)
days to exercise their option. Should the corporation or remaining shareholders
refuse to exercise their option to purchase the shares of the objecting
shareholder, the shareholders, upon the written demand of the objecting
shareholder, shall unanimously vote to voluntarily dissolve the corporation.
Should a shareholder refuse to vote his stock in this manner, the arbitrator may
obtain an injunction from a court with jurisdiction to direct the shareholder to
so vote.

IN WITNESS WHEREOF, I, the undersigned subscribing incorporator, have hereunto
set my hand and seal this 19 day of January, 1970, for the purpose of forming
this corporation under the laws of the State of Florida, and I hereby make,
subscribe, acknowledge and file in the Office of the Secretary of State of
Florida these Articles of Incorporation and certify that the facts herein stated
are true.


/s/ Roger D. Copenhaver, Jr., M.D.   (SEAL)
- ----------------------------------
ROGER D. COPENHAVER, JR., M.D.


                                       9

STATE OF FLORIDA         )

COUNTY OP HILLSBOROUGH   )

Before me, personally appeared this day ROGER D. COPENHAVER, JR., M.D., the
party to the foregoing Articles of Incorporation, to me well known and known to
be the individual described in and who executed the foregoing Articles of
Incorporation and he acknowledged before me that he made, subscribed and
acknowledged the foregoing as his voluntary act and deed and that the facts set
forth therein are true and correct.

WITNESS my hand and official seal in St. Petersburg, Pinellas County, Florida,
this 19 day of January, l970.


/s/ X
- -------------------------------------
NOTARY PUBLIC

My commission expires:  Sept. 15, 1973


                                       10

                           CERTIFICATE OF AMENDMENT OF
                          THE ARTICLES OF INCORPORATION

ROGER D. COPENHAVER, JR., M.D., P.A., a Florida corporation, under its corporate
seal and hands of the President and Secretary, hereby certifies that:

                                        I

The Board of Directors and Stockholders of said corporation at a joint meeting
called and held on December 9, 1971, adopted the following Resolutions by a
majority vote:

RESOLVED, that Article I of the Articles of Incorporation of ROGER D.
COPENHAVER, JR., M.D., be amended to read as follows:

                                    ARTICLE I

                                 CORPORATE NAME

The name of the corporation shall be COPENHAVER, DECKER & BELL, M.D.'S, P.A.

FURTHER RESOLVED, that the change in corporate name shall be effective February
4,1972, and be it

FURTHER RESOLVED, that the proper officers of the corporation be and the same
hereby are directed and authorized to execute any and all documents necessary to
effectuate the above resolutions.

                                       II

The above resolutions were adopted by a majority vote of the Board of Directors
and a majority vote of all the Stockholders of the corporation at said joint
meeting held on December 9, 1971.

IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed in
its name by its President and its corporate seal to be hereunto affixed and
attested by its Secretary this 20 day of December, 1971.

                                        ROGER D. COPENHAVER, JR.,
                                        M.D., P.A., a Florida
ATTEST:                                 corporation


/s/ Thomas Decker M.D.                  By Roger D. Copenhaver, Jr., M.D.
- -------------------------------------      -------------------------------------
THOMAS DECKER, Secretary                   ROGER D. COPENHAVER, JR.
                                           President

(Corporate Seal)


                                       11

STATE OF FLORIDA

COUNTY OF PINELLAS

Before me personally appeared ROGER D. COPENHAVER, JR. and THOMAS DECKER,
President and Secretary, respectively, of ROGER D. COPENHAVER, JR., M.D., P.A.,
to me well known and known to me to be the persons described in and who executed
the foregoing instrument and acknowledged to and before me that they executed
said instrument for the purposes therein expressed.

WITNESS my hand and official seal at Clearwater, Pinellas County, Florida, this
30 day of December, 1971.


/s/ X
- -------------------------------------
Notary Public

My Commission Expires:
April 10, 1973


                                       12

                            CERTIFICATE OF AMENDMENT

                       OF THE ARTICLES OF INCORPORATION OF

                     COPENHAVER, DECKER & BELL, M.D.'s, P.A.

The above-named Florida corporation, under its corporate seal and hands of the
President and Secretary, hereby certifies that:

                                        I

The Board of Directors and Stockholders of said corporation at a joint meeting
called and held on the 11th day of May, 1978, adopted the following resolutions
by a majority vote:

RESOLVED, that the Certificate of Incorporation and the Articles of
Incorporation be amended in the following particulars:

Article I, corporation name, be amended to read as follows:

                                   "ARTICLE I

The name of the corporation shall be:

                   COPENHAVER, BELL & ASSOCIATES, M.D.'s, P.A.

FURTHER RESOLVED, that the President and Secretary of the corporation be, and
they hereby are, directed to file a Certificate with the Secretary of State,
Corporate Division, State of Florida, to effectuate the amendment.

                                       II

The above resolutions were adopted by a majority vote of the Board of Directors
and a majority vote of all the Stockholders of the corporation at said joint
meeting held on the 11th day of May, 1978.

IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed in
its name by its President and its corporate seal to be hereunto affixed and
attested by its Secretary this 24th day of May, 1978.

ATTEST:                                 COPENHAVER, DECKER & BELL, MD.'s, P.A.


/s/ Frederick C. Wurtzel                By: /s/ Roger D. Copenhaver, Jr.
- -------------------------------------       ------------------------------------
Secretary                                   President

FREDERICK C. WURTZEL                        ROGER D. COPENHAVER


                                       13

STATE OF FLORIDA
COUNTY OF PINELLAS

The foregoing was acknowledged before me this 24th day of May, 1978, by the
above-named President and Secretary of said corporation.

Witness my hand and seal this 24th day of May, 1978, in the above state and
county last aforesaid.


/s/ X
- -------------------------------------
NOTARY PUBLIC

My Commission expires:


                                       14

                              ARTICLES OF AMENDMENT
                                       OF
                   COPENHAVER, BELL & ASSOCIATES, M.D.'S, P.A.

The undersigned corporation, in accordance with the Florida General Corporation
Act, the Professional Service Corporation Act and its Bylaws, hereby amends its
Articles of Incorporation in its entirety and hereby adopts the following
Amended Articles of Incorporation:

                                    ARTICLE I

                                      NAME

The name of this corporation is Copenhaver, Bell & Associates, M.D.'s, Inc.

                                   ARTICLE II

                                    DURATION

This corporation shall exist perpetually.

                                   ARTICLE III

                                    PURPOSES

This corporation may engage in any activity or business permitted under the laws
of the United States of America and of this State.

                                   ARTICLE IV

                                  CAPITAL STOCK

This corporation is authorized to issue Five Thousand (5,000) shares of One
Dollar ($1.00) par value common stock.

                                    ARTICLE V

                     REGISTERED OFFICE AND REGISTERED AGENT

The name of the Registered bent of this corporation and the street address of
the Registered Office are Roger D. Copenhaver, Jr., M.D., 1421 Court Street,
Suite A, Clearwater, Florida 34616.

                                   ARTICLE VI

                               BOARD OF DIRECTORS


                                       15

This corporation shall have four (4) directors. The number of directors may be
either increased or decreased from time to time as provided in the Bylaws, but
shall never be less than one (1). The names and addresses of the directors of
this corporation are Roger D. Copenhaver, Jr., M.D., John W. Bell, M.D., Terry.
R. Meadows, M.D. and Frank Pidala, M.D., 1421 Court Street, Suite A, Clearwater,
FL 34616.

                                   ARTICLE VII

                                  INCORPORATOR

The name and address of the Incorporator of this Corporation were Roger D.
Copenhaver, Jr., M.D., 1421 Court Street, Suite A, Clearwater, FL 34616.

                                  ARTICLE VIII

                                    AMENDMENT

This corporation reserves the right to amend or repeal provisions contained in
these Articles of Incorporation, or any amendment hereto, and any right
conferred upon the shareholders is subject to this reservation.

                                   ARTICLE IX

                                     BYLAWS

The initial Bylaws shall be adopted by the Board of Directors. The power to
alter, amend, or repeal the Bylaws or adopt new Bylaws is vested in the Board of
Directors, subject to repeal or change by action of the shareholders.

                                    ARTICLE X

                           INFORMAL SHAREHOLDER ACTION

The holders of not less than a majority of the issued and outstanding shares of
the voting stock of the corporation may act by written agreement without a
meeting, as provided in Florida Statutes 607.394 and the Bylaws.

The Amended Articles of Incorporation have been adopted by written action of the
Directors and shareholders of the Corporation pursuant to Section 607.181(3),
Florida Statutes.

A copy of such Written Action follows these Amended Articles of Incorporation.


                                       16

IN WITNESS WHEREOF, the undersigned has executed these Amended Articles of
Incorporation this 12 day of DEC, 1996.

                                        Copenhaver, Bell & Associates,
                                        M.D.'s, P.A.

(CORPORATE SEAL)


                                        By: /s/ John W. Bell
                                            ------------------------------------
                                            John W. Bell, M.D., President


                                       17

                              ARTICLES OF AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION
                                       OF
                   COPENHAVER, BELL & ASSOCIATES, M.D.'S, INC.

Pursuant to the provisions of Section 607.1006, Florida Statutes, this Florida
profit corporation adopts the following articles of amendment to its articles of
incorporation:

FIRST: The name of the corporation is Copenhaver, Bell & Associates, M.D.'s,
Inc.

SECOND: Article I of the Articles of Incorporation is hereby amended to change
the name of the corporation and shall read in its entirety as follows:

                                    ARTICLE I

                                      NAME

The name of this corporation is EmCare of Florida, Inc.

THIRD: This amendment does not provide for an exchange, reclassification or
cancellation of issued shares.

FOURTH: The date on which the amendment was adopted: April 10, 1998.

FIFTH: The amendment was approved by the written consent in lieu of special
meeting of the sole shareholder.

Signed this 10th day of April, 1998.

                                        COPENHAVER, BELL & ASSOCIATES, M.D.'S,
                                        INC.


                                        By: /s/ William F. Miller, III
                                            ------------------------------------
                                            William F. Miller, III,
                                            Vice President


                                       18

EX-3.177

                                                                   Exhibit 3.177

                                     BYLAWS

                                       OF

                             EMCARE OF FLORIDA, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of EMCARE OF FLORIDA, INC. (the
"Corporation") shall be such registered agent and office as shall from time to
time be established pursuant to the articles of incorporation, as amended from
time to time, of the Corporation (the "Charter") or by resolution of the Board
of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Florida as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.01. Meetings of Stockholders of the Corporation (the "Stockholders") for
any purpose may be held at such place, within or without the State of Florida,
as shall be fixed from time to time by the Board, or, if the Board has not so
specified, then at such place as may be fixed by the person or persons calling
the meeting.

     2.02. An annual meeting of the Stockholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Stockholders, a complete
list of the Stockholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Stockholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Stockholder who may be present.

     2.04. Special meetings of the Stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote at the meetings. Business
transacted at all special meetings shall be confined to the objects stated in
the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Stockholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of



the Stockholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Stockholders, the Stockholders
entitled to vote thereat, present in person or represented by proxy, shall
nevertheless have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At an adjourned session at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders, unless otherwise provided by statute or the Charter. At any
meeting of the Stockholders, every Stockholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Stockholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Stockholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.

     2.10. Any action required by statute to be taken at a meeting of the
Stockholders, or any action which may be taken at a meeting of the Stockholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Stockholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Stockholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Stockholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Stockholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Stockholders at the
annual meeting or a Florida special meeting called for that purpose, but no
decrease shall have the effect of shortening the term of an incumbent director.
Directors need not be Stockholders or residents of the State of Florida. The
directors shall be elected at the annual meeting of the Stockholders, except as
hereinafter provided, and each director elected shall hold office until his or
her successor shall be elected and shall qualify.


                                       2



     3.03. At any meeting of Stockholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Stockholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Stockholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Stockholders.

     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Stockholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         EXECUTIVE AND OTHER COMMITTEES

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              MEETINGS OF DIRECTORS

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Florida.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Stockholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically


                                       3



provided by statute or by the Charter or by these bylaws. If a quorum shall not
be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            COMPENSATION OF DIRECTORS

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Stockholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Stockholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Stockholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.


                                       4



     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              CHAIRMAN OF THE BOARD

     5.06. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             CHIEF EXECUTIVE OFFICER

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           VICE-CHAIRMAN OF THE BOARD

     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Stockholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  THE PRESIDENT

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Stockholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  THE TREASURER

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.


                                       5



     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  OTHER OFFICES

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Stockholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of State of Florida. Each certificate shall be signed by either the
President or any Vice President then in office and by either the Secretary, an
Assistant Secretary, or any Treasurer then in office, and may be sealed with the
seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, other than the Corporation or an employee of the Corporation,
the signature of any such officer of the Corporation may be a facsimile.
Whenever the Corporation shall be authorized to issue more than one class of
stock, there shall be (1) set forth conspicuously upon the face or back of each
certificate a full statement of (a) all of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and (b) if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences
of the shares of each series so far as the same have been fixed and determined
and the authority of the Board to fix and determine the relative rights and
preferences of subsequent series; or (2) stated conspicuously on the face or
back of the certificate that (a) such a statement is set forth in the Charter on
file in the office of the Secretary of State of Florida and (b) the Corporation
will furnish a copy of such statement to the record holder of the certificate
without charge upon request to the Corporation at its principal place of
business or registered office. Whenever the Corporation by the Charter has
limited or denied the preemptive rights of Stockholders to acquire unissued or
treasury shares of the Corporation, each certificate (1) shall conspicuously set
forth upon the face or back of such certificate a full statement of the
limitation or denial of preemptive rights contained in the Charter, or (2) shall
conspicuously state on the face or back of the certificate that (a) such
statement is set forth in the Charter on file in the office of the Secretary of
State of Florida and (b) the Corporation will furnish a copy of such statement
to the record holder of the certificate without charge upon request to the
Corporation at its principal place of business or registered office. If any
restriction on the transfer or the registration of the transfer of shares shall
be imposed or agreed to by the Corporation, as permitted by law, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that such a
restriction exists pursuant to a


                                       6



specified document and (a) that the Corporation will furnish to the record
holder of the certificate without charge upon written request to the corporation
at its principal place of business or registered office a copy of the specified
document, or (b) if such document is one required or permitted to be and has
been filed under the Florida Business Corporation Act, that such document is on
file in the office of the Secretary of State of Florida and contains a full
statement of such restriction.

                               LOST CERTIFICATES

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

                               TRANSFER OF SHARES

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by State of Florida law, it shall be the duty of the
Corporation or the transfer agent of the Corporation to register the transfer as
requested.

                             REGISTERED STOCKHOLDERS

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Stockholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.


                                       7



                                    RESERVES

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     CHECKS

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       EXECUTION OF CONTRACTS, DEEDS, ETC.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   FISCAL YEAR

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              VOTING OF SECURITIES

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 INDEMNIFICATION

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, arbitral, administrative, or investigative, any appeal in such action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding, because such person is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief


                                       8



that he has met the standard of conduct necessary for indemnification and (ii) a
written undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the stockholders with or before the notice or waiver of notice of the
next Stockholder's meeting or with or before the next submission to Stockholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Stockholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Stockholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1)  the Charter or statute reserves the power exclusively to the
               Stockholders in whole or part; or

          (2)  the Stockholders in amending, repealing or adopting a particular
               bylaw expressly provide that the Board may not amend or repeal
               such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Stockholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Stockholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                       9

EX-3.178

                                                                   Exhibit 3.178

                            ARTICLES OF INCORPORATION
                                       OF
                             EMCARE OF GEORGIA, INC.

                                        I

The name of the Corporation is: EmCare of Georgia, Inc.

                                       II

The number of shares the corporation is authorized to issue is: 1,000

                                       III

The street address of the initial registered office of the corporation is: 3761
Venture Drive, County of Gwinnett, Duluth, GA 30096 and the initial registered
agent of the corporation at such address is: National Registered Agents, Inc.

                                       IV

The name and address of each incorporator is: William F. Miller, III, 1717 Main
Street, 52nd Floor, Dallas, TX 75201

                                        V

The mailing address of the initial principal office of the corporation is: 1717
Main Street, 52nd Floor, Dallas, TX 75201

                                       VI

Mandatory Redemption of Shares of Deceased. In the event that a shareholder of
the corporation dies or becomes no longer qualified to own shares in the
corporation, the corporation shall redeem all of the shares of Common Stock
owned by said shareholder for a purchase price of $1.00 per share.

                                       VII

Preemptive Rights. No share shall bear any preemptive right of its shareholder
to acquire additional shares.

                                      VIII

No Cumulative Voting Rights. The holders of shares of each and every class and
series in the corporation shall not be entitled to cumulative voting rights in
the election of directors of the corporation, in any and all circumstances.

IN WITNESS WHEREOF, the undersigned has executed these Articles of
Incorporation.

This 11th day of May, 1998.


                                        /s/ William F. Miller, III
                                        ----------------------------------------
                                        William F. Miller, III


                                        1

EX-3.179

                                                                   Exhibit 3.179

                                     BYLAWS

                                       OF

                             EMCARE OF GEORGIA, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of EMCARE OF GEORGIA, INC. (the
"Corporation") shall be such registered agent and office as shall from time to
time be established pursuant to the articles of incorporation, as amended from
time to time, of the Corporation (the "Charter") or by resolution of the Board
of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Georgia as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.01. Meetings of Stockholders of the Corporation (the "Stockholders") for
any purpose may be held at such place, within or without the State of Georgia,
as shall be fixed from time to time by the Board, or, if the Board has not so
specified, then at such place as may be fixed by the person or persons calling
the meeting.

     2.02. An annual meeting of the Stockholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Stockholders, a complete
list of the Stockholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Stockholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Stockholder who may be present.

     2.04. Special meetings of the Stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote at the meetings. Business
transacted at all special meetings shall be confined to the objects stated in
the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Stockholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of



the Stockholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Stockholders, the Stockholders
entitled to vote thereat, present in person or represented by proxy, shall
nevertheless have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At an adjourned session at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders, unless otherwise provided by statute or the Charter. At any
meeting of the Stockholders, every Stockholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Stockholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Stockholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.

     2.10. Any action required by statute to be taken at a meeting of the
Stockholders, or any action which may be taken at a meeting of the Stockholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Stockholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Stockholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Stockholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Stockholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Stockholders at the
annual meeting or a Georgia special meeting called for that purpose, but no
decrease shall have the effect of shortening the term of an incumbent director.
Directors need not be Stockholders or residents of the State of Georgia. The
directors shall be elected at the annual meeting of the Stockholders, except as
hereinafter provided, and each director elected shall hold office until his or
her successor shall be elected and shall qualify.


                                       2



     3.03. At any meeting of Stockholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Stockholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Stockholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Stockholders.

     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Stockholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         EXECUTIVE AND OTHER COMMITTEES

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              MEETINGS OF DIRECTORS

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Georgia.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Stockholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically


                                       3



provided by statute or by the Charter or by these bylaws. If a quorum shall not
be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            COMPENSATION OF DIRECTORS

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Stockholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Stockholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Stockholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.


                                       4



     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              CHAIRMAN OF THE BOARD

     5.06. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             CHIEF EXECUTIVE OFFICER

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           VICE-CHAIRMAN OF THE BOARD

     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Stockholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  THE PRESIDENT

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Stockholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  THE TREASURER

         5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.


                                       5



     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  OTHER OFFICES

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Stockholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of State of Georgia. Each certificate shall be signed by either the
President or any Vice President then in office and by either the Secretary, an
Assistant Secretary, or any Treasurer then in office, and may be sealed with the
seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, other than the Corporation or an employee of the Corporation,
the signature of any such officer of the Corporation may be a facsimile.
Whenever the Corporation shall be authorized to issue more than one class of
stock, there shall be (1) set forth conspicuously upon the face or back of each
certificate a full statement of (a) all of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and (b) if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences
of the shares of each series so far as the same have been fixed and determined
and the authority of the Board to fix and determine the relative rights and
preferences of subsequent series; or (2) stated conspicuously on the face or
back of the certificate that (a) such a statement is set forth in the Charter on
file in the office of the Secretary of State of Georgia and (b) the Corporation
will furnish a copy of such statement to the record holder of the certificate
without charge upon request to the Corporation at its principal place of
business or registered office. Whenever the Corporation by the Charter has
limited or denied the preemptive rights of Stockholders to acquire unissued or
treasury shares of the Corporation, each certificate (1) shall conspicuously set
forth upon the face or back of such certificate a full statement of the
limitation or denial of preemptive rights contained in the Charter, or (2) shall
conspicuously state on the face or back of the certificate that (a) such
statement is set forth in the Charter on file in the office of the Secretary of
State of Georgia and (b) the Corporation will furnish a copy of such statement
to the record holder of the certificate without charge upon request to the
Corporation at its principal place of business or registered office. If any
restriction on the transfer or the registration of the transfer of shares shall
be imposed or agreed to by the Corporation, as permitted by law, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that such a
restriction exists pursuant to a


                                       6



specified document and (a) that the Corporation will furnish to the record
holder of the certificate without charge upon written request to the corporation
at its principal place of business or registered office a copy of the specified
document, or (b) if such document is one required or permitted to be and has
been filed under the Georgia Business Corporation Act, that such document is on
file in the office of the Secretary of State of Georgia and contains a full
statement of such restriction.

                                LOST CERTIFICATES

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

                               TRANSFER OF SHARES

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by State of Georgia law, it shall be the duty of the
Corporation or the transfer agent of the Corporation to register the transfer as
requested.

                             REGISTERED STOCKHOLDERS

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Stockholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.


                                       7



                                    RESERVES

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     CHECKS

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       EXECUTION OF CONTRACTS, DEEDS, ETC.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   FISCAL YEAR

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              VOTING OF SECURITIES

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 INDEMNIFICATION

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, arbitral, administrative, or investigative, any appeal in such action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding, because such person is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief


                                       8



that he has met the standard of conduct necessary for indemnification and (ii) a
written undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the stockholders with or before the notice or waiver of notice of the
next Stockholder's meeting or with or before the next submission to Stockholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Stockholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Stockholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1)  the Charter or statute reserves the power exclusively to the
               Stockholders in whole or part; or

          (2)  the Stockholders in amending, repealing or adopting a particular
               bylaw expressly provide that the Board may not amend or repeal
               such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Stockholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Stockholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                       9

EX-3.180

                                                                   Exhibit 3.180

www.BusinessRegistrations.com
Nonrefundable Filing Fee $80.00

FILED 06/02/2003 09:04 AM
Business Registration Division
DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
State of Hawaii

FORM DC-3
7/2001

STATE OF HAWAII
DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
Business Registration Division
1010 Richards Street
Mailing Address:  P.O. Box 40, Honolulu, Hawaii 96810

ARTICLES OF AMENDMENT
(Section 414-xxx, Hawaii Revised Statutes)

PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK

The undersigned, duly authorized officer of the corporation submitting these
Articles of Amendment, certifies as follows:

1.    The name of the corporation is: Emcare of Hawaii, Inc.

2.    The amendment(s) adopted is attached.

3.    The total number of shares outstanding is: 1,050

4.    The amendment(s) was adopted (check one):

      /__/ at a meeting of the shareholders held on
      (Month)
      (Day)
      (Year)



                   Total Number of
                Votes Entitled to be   Number of Votes Cast   Number of Votes Cast
Class/Series          Cast                 For Amendment         Against Amendment
                                                     


                                       OR



/ X / by written consent dated June 2, 2003 which all of the shareholders
signed.

5.    If the amendment(s) provides for an exchange, reclassification, or
cancellation of issued shares, provisions necessary to effect the exchange,
reclassification, or cancellation, if any, have been made.

The undersigned certifies under the penalties of Section 414-20, Hawaii Revised
Statutes, that the undersigned has read the above statements and that the same
are true and correct.

Signed this 2(nd) day of June, 2003

(Type/Print Name & Title)  Ivan R. Cairns, Vice President

(Signature of Officer)     /s/ Ivan R. Cairns

SEE INSTRUCTIONS ON REVERSE SIDE. The articles must be signed by at least one
officer of the corporation.

                                       2



www.BusinessRegistrations.com
Nonrefundable Filing Fee $x0.00

FILED 01/16/2003 1:46 PM
Business Registration Division
DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
State of Hawaii

FORM X-7
7/2002

STATE OF HAWAII
DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
Business Registration Division
1010 Richards Street
Mailing Address:  P.O. Box 40, Honolulu, Hawaii 96810

STATEMENT OF CHANGE OF REGISTERED AGENT
(Section 414-62, 414-438, 414D-72, 414D-278, 425, 425D-115, 428-108 Hawaii
Revised Statutes)

PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK

The undersigned certify as follows:

1.    Please check one:

      / X /    Profit Corporation (F/$50/B15)
      ____
      /    /   Nonprofit Corporation (F/$20/B15)
      ____
      /    /   General Partnership(F/$25/B33)
      ____
      /    /   Limited Partnership (F/$20/B34)
      ____
      /    /   LLC (F/$50/L14)
      ____

2.    The name and state/country of incorporation/formation or organization of
      the entity is:

      (Type/Print Entity Name) EMCARE OF HAWAII, INC.

      (State or Country) Hawaii

3.    a.    Name of its current registered agent: Douglas M. Ostman, M.D.

      b.    Street address of its current registered office in this State: 3196
            Diamond Head Road, Honolulu, HI 96815

4.    Name of its registered agent after the change is:
      (Type/Print Name of Agent) CSC Service of Hawaii, Inc.
      (State or Country. If Agent is an Entity)

                                       3


5.    Street address (including number, street, city, state, and zip code) of
its registered office in this State after the change is:
      1001 Bishop Street, Suite 1600, Pauahi Tower, Honolulu, HI 96813

6.    The address of its registered office and the business address of its
registered agent is identical.

We certify under the penalties of Section 414-20, 414D-12, 425-13, 425-204,
425D-1108, 428-1302, Hawaii Revised Statutes, as applicable, that we have read
the above statements and that the same are true and correct.

Signed this 30th day of Dec., 2002

(Type/Print Name & Title)     Laura R. Dunlap, Attorney in Fact on behalf of
                              Robyn Bakalar, Asst. Secretary

(Signature of Officer)        /s/ Laura R. Dunlap

(Type/Print Name & Title)
(Signature of Officer)

SEE INSTRUCTIONS ON REVERSE SIDE.

                                       4



File No.26764D1
*AGD*

STATE OF HAWAII
DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
Mailing Address: P. O. Box 113600, Honolulu, HI 96810
Phone: (808) 586-2727
Fax: (808) 586-2733
August 15, 2002

EMCARE OF HAWAII, INC.
1717 Main St. Ste. S200
Dallas, TX 75201-4605

FILED 09/16/2002 04:57 PM
Business Registration Division
DEPT. OF COMMERCE AND CONSUMER AFFAIRS
State of Hawaii

Effective July 1, 2002, your type of business entity is required to have a
registered agent. The registered agent may be an individual who resides in the
State of Hawaii, a domestic or foreign entity authorized to transact business or
conduct affairs in Hawaii. If the registered agent is an individual, it may be
an officer, director or partner of your entity. See Act 130, 2002 Hawaii Session
Laws.

You can designate a registered agent and provide the street address of its
office by completing and filing this form or save time and postage by filing
ONLINE (see instructions below), or faxing to the number above. The filing fee
for the designation of registered agent shall be waived if filed on or before
December 31, 2002.

Designation of registered agent
INFORMATION MUST BE TYPED

/    /   Business Entity (check this box, if the registered agent is a business
 _____ and not an individual)

1.    Name of registered agent:

                                                                                  
(Type name of registered agent)         Douglas Ostman, M.D.
(State or County of incorporation or formation, if registered agent is an entity)       HI



2.    Hawaii street address of registered agent's office:

      Address:  3196 Diamond Head Rd.

      City: Honolulu State: HI  Zip: 96815

                                       5


3.    The address of the registered agent and address of the registered agent's
office shall be identical.

I certify that I have read the above statements and that the same are true and
correct to the best of my knowledge and belief.

Print name and title of authorized officer or partner Douglas Ostman, M.D.
(Director)

Signature and Date         /s/  Douglas Ostman

You can file ONLINE at www.ehawaiigov.org/agent
Login using your `File No.' at upper left of this page
IF FILING ONLINE, DO NOT RETURN THIS FORM
Payment is waived if filed on or before December 31, 2002
Please type the information on the form

                                       6


STATE OF HAWAII

DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS

Honolulu

CERTIFICATE OF MERGER

I, KATHRYN S. MATAYOSHI, Director of Commerce and Consumer Affairs of the State
of Hawaii, do hereby certify that EMERGENCY MEDICAL CARE-WEST, INC., a Hawaii
corporation has been merged with and into EMERGENCY MEDICAL CARE - INCORPORATED,
a Hawaii corporation; that the name of the surviving corporation is EMERGENCY
MEDICAL CARE - INCORPORATED, whose name has, pursuant to the Plan of Merger been
changed to EMCARE OF HAWAII, INC.; that the Articles of Merger and Plan of
Merger in conformity with Chapter 415, Hawaii Revised Statutes, were filed in
the Department of Commerce and Consumer Affairs on December 28, 1998, and that
the merger became effective on December 28, 1998, at 4:21 p.m.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Department of Commerce and Consumer Affairs, at Honolulu, State of Hawaii, this
31st day of December, 1998.

/s/  Kathryn S. Matayoshi

Director of Commerce and Consumer Affairs

By       /s/  Amy xxx
         for Commissioner of Securities

                                       7


Nonrefundable Filing Fee:  $200.00
Submit Original and One True Copy

PROFIT

STATE OF HAWAII
DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
Business Registration Division
1010 Richards Street
Mailing Address: P. O. Box 40, Honolulu, Hawaii 96810

ARTICLES OF MERGER
(Section 415-74, Hawaii Revised Statutes)

PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK

The undersigned, duly authorized officers of the corporations submitting these
Articles of Merger, certify as follows:

1.    The names and state of incorporation of the corporations proposing to
      merge are:

      (Type/Print Corporate Name) Emergency Medical Care - Incorporated

      (State) Hawaii

      (Type/Print Corporate Name) Emergency Medical Care-West, Inc.

      (State) Hawaii

2.    The name and state of incorporation of the surviving corporation is:

      (Type/Print Corporate Name) Emergency Medical Care,- Incorporated

      (State) Hawaii

3.    The Plan of Merger is attached.

4.    Vote of the shareholders of the surviving corporation:



Number of Shares                                                Number of Shares                   Number of Shares
  Outstanding                      Class/Series              Voting For the Merger             Voting Against the Merger
                                                                                      
1,000                              Common Stock                     1,000                                 -0-


5.    Vote of the shareholders of the merging corporation:



Number of Shares                                                Number of Shares                    Number of Shares
  Outstanding                      Class/Series              Voting For the Merger             Voting Against the Merger
                                                                                      
1,000                              Common Stock                      1,000                                -0-


                                       8



6. The merger is effective on the date and time of filing or at a later date and
time, no more than 30 days after the filing, if so stated. Check only one of the
following statements:

[**]  Merger is effective on the date and time of filing.

[ ]   Merger is effective on        ,

      at Hawaiian Standard Time, which date is not later than 30 days after
      filing.

D1-13
Rev.7/96

B21 (Fee)

                                       9



We certify under the penalties of Section 415-136, Hawaii Revised Statutes, that
we have read the above statements and that they are true and correct.

Witness our hands this 21st day of December, 1998.

Surviving corporation:
(Type/Print Corporate Name)    Emergency Medical Care - Incorporated

(Type/Print Name & Title)      David W. Singley, Jr. Executive V.P.
(Signature of Officer) /s/     David W. Singley

(Type/Print Name & Title)      Scott W. Rolof, Secretary
(Signature of Officer) /s/     Scott W. Rolof

Merging corporation:
(Type/Print Corporate Name)    Emergency Medical Care - West, Inc.

(Type/Print Name & Title)      David W. Singley, Jr. Executive V.P.
(Signature of Officer) /s/     David W. Singley

(Type/Print Name & Title)      Scott W. Rolof, Secretary
(Signature of Officer) /s/     Scott W. Rolof

(See Reverse Side for Instructions)

                                       10



PLAN OF MERGER
MERGING
EMERGENCY MEDICAL CARE - INCORPORATED
INTO
EMERGENCY MEDICAL CARE-WEST, INC.

PLAN OF MERGER adopted by the resolution of the Board of Directors of Emergency
Medical Care-Incorporated, a business corporation organized under the laws of
the State of Hawaii, on December 8, 1998, by the resolution of the Board of
Directors of Emergency Medical Care-West, Inc., a business corporation organized
under the laws of the State of Hawaii, on December 8, 1998. The names of the
corporations planning to merger are Emergency Medical Care-Incorporated, a
business corporation organized under the laws of the State of Hawaii, and
Emergency Medical Care-West, Inc., a business corporation organized under the
laws of the State of Hawaii. The name of the surviving corporation into which
Emergency Medical Care-West, Inc. plans to merge is Emergency Medical
Care-Incorporated.

1. Emergency Medical Care-Incorporated and Emergency Medical Care-West, Inc.
shall, pursuant to the provisions of the Hawaii Business Corporation Act, be
merged with and into a single corporation, to wit, Emergency Medical
Care-Incorporated, which shall be the surviving corporation at the effective
time and date of the merger and which is sometimes hereinafter referred to as
the "surviving corporation", and which shall continue to exist as said surviving
corporation under the name EmCare of Hawaii, Inc. pursuant to the provisions of
the Hawaii Business Corporation Act. The separate existence of Emergency Medical
Care-West, Inc., which is sometimes hereinafter referred to as the
"non-surviving corporation", shall cease at the effective time and date of the
merger in accordance with the provisions of the Hawaii Business Corporation Act.

2. The Articles of Incorporation of the surviving corporation at the effective
time and date of the merger shall be the Articles of Incorporation of said
surviving corporation Emergency Medical Care-Incorporated except that Article 1
thereof, relating to the name of the corporation, is hereby amended and changed
so as to read as follows at the effective time and date of the merger:

"1. The name of the corporation shall be: EmCare of Hawaii, Inc."

and said Articles of Incorporation as herein amended and changed shall continue
in full force and effect until amended and changed in the manner prescribed by
the provisions of the Hawaii Business Corporation Act.

3. The present bylaws of the surviving corporation will be the bylaws of said
surviving corporation and will continue in full force and effect until changed,
altered, or amended as therein provided and in the manner prescribed by the
provisions of the Hawaii Business Corporation Act.

4. The directors and officers in office of the surviving corporation at the
effective time and date of the merger shall be the members of the first Board of
Directors and the first officers of the surviving corporation, all of whom shall
hold their respective officers until the election and

                                       11



qualification of their respective successors or until their tenure is otherwise
terminated in accordance with the bylaws of the surviving corporation.

5. Each issued share of the non-surviving corporation immediately prior to the
effective time and date of the merger shall, at the effective time and date of
the merger, be cancelled. The issued shares of the surviving corporation shall
not be converted or exchanged in any manner, but each said share which is issued
at the effective time and date of the merger shall continue to represent one
issued share of the surviving corporation.

6. The Plan of Merger herein made and approved shall be submitted to the
shareholders of the non-surviving corporation and to the shareholders of the
surviving corporation for their approval or rejection in the manner prescribed
by the provisions of the Hawaii Business Corporation Act.

7. In the event that the Plan of Merger shall have been approved by the
shareholders entitled to vote of the non-surviving corporation and by the
shareholders entitled to vote of the surviving corporation in the manner
prescribed by the provisions of the Hawaii Business Corporation Act, the
non-surviving corporation and the surviving corporation hereby stipulate that
they will cause to be executed and filed and/or recorded any document or
documents prescribed by the laws of the State of Hawaii, and that they will
cause to be performed all necessary acts therein and elsewhere to effectuate the
merger.

8. The Board of Directors and the proper officers of the non-surviving
corporation and the Board of Directors and the proper officers of the surviving
corporation, respectively, are hereby authorized, empowered, and directed to do
any and all acts and things, and to make, execute, deliver, file, and/or record
any and all instruments, papers, and documents which shall be or become
necessary, proper, or convenient to carry out or put into effect any of the
provisions of this Plan of Merger or of the merger herein provided for.

                                       12



Nonrefundable Filing Fee: $50.00

Submit Original and One True Copy

DOMESTIC PROFIT
General Amendment

STATE OF HAWAII
DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
Business Registration Division
1010 Richards Street
Mailing Address: P. O. Box 40, Honolulu, Hawaii 96810

ARTICLES OF AMENDMENT
(Section 415-61, Hawaii Revised Statutes)

PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK

The undersigned, duly authorized officers of the corporation submitting these
Articles of Amendment, certify as follows:

1.    The name of the corporation is: Emergency Medical Care - Incorporated

2.    The Amendment(s) adopted are attached to these Articles of Amendment (see
      page 2).

3.    The total number of shares outstanding is: 1050

4.    If adoption of the amendment(s) was at a meeting, complete the following:

The meeting of the shareholders was held on August 13, 1998 (Month)(Day)(Year)



                            Number of Shares Voting For     Number of Shares Voting Against
Class/Series                         Amendment                         Amendment
                                                      
   COMMON                              1,050                              -0-


5.    If adoption of the amendment(s) was by unanimous consent, complete the
      following:

      By written consent dated      (Month       Day     Year)
      the shareholders unanimously adopted the amendment(s).

6. If the amendment(s) provides for any exchange, reclassification, or
cancellation of issued shares, attach a statement describing the manner in which
the exchange, reclassification, or cancellation shall be effected. N/A

We certify under the penalties of Section 415-136, Hawaii Revised Statutes, that
we have read the above statements, and that the same are true and correct.

                                       13



Witness our hands this 17th day of August, 1998.

(Type/Print Name & Title)        Douglas C. Ostman, President, Vice President,
                                 Secretary and Treasurer

(Signature of Officer)           /s/ Douglas C. Ostman

Signatures must be in black ink.
Articles must be signed by two individuals who are officers of the corporation.

(See Reverse Side For Instructions)

D1-7
Rev. 7/96

B14 (Fee)

                                       14



STATE OF HAWAII

DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS

In the Matter of the Incorporation        )
                                          )
                 Of                       )
                                          )
EMERGENCY MEDICAL CARE -                  )
INCORPORATED                              )
                                          )
                                          )

ARTICLES OF INCORPORATION

KNOW ALL MEN BY THESE PRESENTS:

That the undersigned, desiring to become incorporated and to obtain the benefits
conferred on corporations under the laws of the State of Hawaii, hereby enter
into the following Articles of Incorporation, the terms of which shall be
equally obligatory upon the parties hereto as well as upon all other persons who
from time to time may be stockholders in the corporation.

ARTICLE I

The name of the corporation shall be:

EMERGENCY MEDICAL CARE - INCORPORATED

ARTICLE II

The office of the corporation shall be located at 3196 Diamond Head Road,
Honolulu, Hawaii 96815. The corporation may maintain such other office or
offices within and without the State of Hawaii as its business may from time to
time require.

ARTICLE III

      1. The primary specific purpose for which this corporation is formed is to
engage in the management of emergency medical care practices and to transact any
or all other lawful business for which corporations may be incorporated under
Chapter 415 of the Hawaii Revised Statutes in its corporate capacity, in a
partnership status, as part of a joint venture or in any other capacity. The
corporation shall have all powers, rights, privileges and immunities conferred
by law upon corporations of this nature and shall have all the benefits of all
general laws with respect to such corporations. The corporation shall not engage
in the practice of medicine.

      2. The corporation has all powers necessary or proper to carry on its
business and is expressly authorized to invest and reinvest its assets in
stocks, bonds, options, margin accounts, securities and other property of every
kind.

                                       15



ARTICLE IV

      1. The initial Board of Directors of the corporation and the initial
officers of the corporation, along with the address. of each, is as follows:



       Name                                                 Position                           Residence Address
                                                                                        
Douglas C. Ostman                               President, Treasurer and Director             6021 Summer Street
                                                                                              Honolulu, HI 96821

Donald Over                                     Vice President and Director                   6021 Summer Street
                                                                                              Honolulu, HI 96821

Allen E. Kaufman                                Secretary and Director                        327 Poipu Drive
                                                                                              Honolulu, HI 96825


      2. The Board of Directors shall consist of not less than one nor more than
fifteen, as the By-Laws shall provide. The number of Directors may be increased
or decreased as provided in the By-Laws; provided, however, that (i) the Board
of Directors shall be one or more in number if the corporation has only one
stockholder; (ii) if the corporation has two stockholders, the corporation shall
have two or more directors; (iii) if the corporation has three or more
stockholders, the corporation shall have three or more directors; and (iv)
throughout the duration of the Corporation's existence, at least one director
shall be a resident of the State of Hawaii.

      3. Directors and officers shall be elected or appointed in the manner
provided by the By-Laws and shall have the powers given to them in the By-Laws.
Any person may hold two or more offices in the corporation unless forbidden to
do so by the By-Laws or law.

      4. The officers of the corporation shall be a President, one or more
Vice-Presidents, a Treasurer, and a Secretary along with such other officers who
shall be appointed by the Board of Directors as shall be provided for in the
By-Laws.

      5. The Board of Directors shall, except as limited in the By-Laws, have
all power necessary or proper to carry out all of the business of the
corporation, and the Directors may delegate such powers as they see fit, so long
as such delegation is not prohibited by law, these Articles of Incorporation, or
in the By-Laws of the corporation.

ARTICLE V

The corporation shall have authority to issue an aggregate of 100,000 shares of
common stock of a par value of $1.00 each.

ARTICLE VI

      1. No stockholder shall be liable for the debts of the corporation beyond
the amount which may be due or unpaid upon any share or shares of stock of said
corporation owned by him.

      2. Stockholders shall not have pre-emptive rights.

                                       16



ARTICLE VII The corporation shall have perpetual duration.

                                       17



Nonrefundable Filing Fee: $25.00

Submit Original and One True Copy

DOMESTIC PROFIT
General Amendment

STATE OF HAWAII
DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
Business Registration Division
1010 Richards Street
Mailing Address: P. O. Box 40, Honolulu, Hawaii 96810

ARTICLES OF AMENDMENT
(Section 415-61, Hawaii Revised Statutes)

PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK

The undersigned, duly authorized officers of the corporation submitting these
Articles of Amendment, certify as follows:

1.    The name of the corporation is: Emergency Medical Care - Incorporated

2.    The Amendment(s) adopted are attached to these Articles of Amendment (see
      page 2).

3.    The total number of shares outstanding is: 1050

4.    If adoption of the amendment(s) was at a meeting, complete the following:

The meeting of the shareholders was held on January 14, 1992 (Month)(Day)(Year)



                            Number of Shares Voting For     Number of Shares Voting Against
Class/Series                         Amendment                         Amendment
                                                      
  COMMON A                             1,000                              -0-

  COMMON B                                50                              -0-


5.    If adoption of the amendment(s) was by unanimous consent, complete the
      following:

      By written consent dated       (Month   Day    Year)
      the shareholders unanimously adopted the amendment(s).

6. If the amendment(s) provides for any exchange, reclassification, or
cancellation of issued shares, attach a statement describing the manner in which
the exchange, reclassification, or cancellation shall be effected. See attached
statement.

                                       18



We certify under the penalties of Section 415-136, Hawaii Revised Statutes, that
we have read the above statements, and that the same are true and correct.

Witness our hands this 14th day of January, 1992

(Type/Print Name & Title)                Douglas C. Ostman, President, Vice
                                         President, Secretary and Treasurer

(Signature of Officer)                   /s/ Douglas C. Ostman

Signatures must be in black ink.

Articles must be signed by two individuals who are officers of the corporation.

(See Reverse Side For Instructions)

D1-7

                                       19



ATTACHMENT TO ARTICLES OF AMENDMENT
OF
EMERGENCY MEDICAL CARE, INC.

Article 5 of the Amended Articles of Incorporation is deleted in its entirety
and substituted to read as follows:

      The aggregate number of shares which the corporation shall have authority
      to issue is 100,000, all having a par value of One Dollar ($1.00) each,
      and all of which are of one class and designated as common stock.

      Stockholders shall not have preemptive rights.

                                       20



IN THE DEPARTMENT OF REGULATORY AGENCIES

STATE OF HAWAII

IN THE MATTER OF THE MERGER OF                    )
                                                  )
ISLAND EMERGENCY MANAGEMENT - INCORPORATED        )
                                                  )
WITH AND INTO                                     )
                                                  )
EMERGENCY MEDICAL                                 )
CARE-INCORPORATED                                 )

CERTIFICATE OF MERGER

CONAHAN & CONAHAN, Attorneys
at Law, A Law Corporation
745 Fort Street, Suite 1500
Honolulu, HI 96813

                                       21



IN THE DEPARTMENT OF REGULATORY AGENCIES

STATE OF HAWAII

IN THE MATTER OF THE MERGER OF                      )
                                                    )
ISLAND EMERGENCY MANAGEMENT - INCORPORATED          )
                                                    )
WITH AND INTO                                       )
                                                    )
EMERGENCY MEDICAL                                   )
CARE-INCORPORATED                                   )

CERTIFICATE OF MERGER

ISLAND EMERGENCY MANAGEMENT - INCORPORATED, a Hawaii corporation and EMERGENCY
MEDICAL CARE-INCORPORATED, a Hawaii corporation, having filed in the Department
of Regulatory Agencies of the State of Hawaii an Agreement of Merger by and
between ISLAND EMERGENCY MANAGEMENT - INCORPORATED and EMERGENCY MEDICAL
CARE-INCORPORATED, dated March 23, 1977, together with the accompanying
Certificates of Approval, pursuant to and in accordance with the provisions of
Chapter 417, Hawaii Revised Statutes, and it appearing therefrom and from the
documents on file in this office that all of the provisions of said Chapter 417
have been fully complied with, and that the Director should certify that said
merger has been effected in compliance with said Chapter 417;

IT IS, THEREFORE, ORDERED that said Agreement of Merger be and it is hereby
approved;

AND in compliance with Section 417-11, Hawaii Revised

IT IS HEREBY FURTHER CERTIFIED AS FOLLOWS:

      1. That the name of each constituent corporation is as follows: ISLAND
EMERGENCY MANAGEMENT - INCORPORATED and EMERGENCY MEDICAL CARE-INCORPORATED;

      2. That the name of the surviving corporation is as follows: EMERGENCY
MEDICAL CARE-INCORPORATED;

      3. That the names of the officers and directors of the surviving
corporation, at the time of the filing of the Agreement of Merger, are as
follows:



        Name                                      Address                                     Directors and Officers
                                                                                
Dr. Douglas C. Ostman                      2023 Wilhelmina Rise                       President, Vice President, Secretary,
                                           Honolulu, HI 96816                         Treasurer, Director


                                       22



      4. That said Agreement of Merger and all necessary certificates of
approval required by said Chapter 417 were filed with the Department of
Regulatory Agencies of the State of Hawaii on March 31, 1977 and became
effective April 1, 1977 at 12:01 A.M.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Department of Regulatory Agencies of the State of Hawaii, at Honolulu, Hawaii,
this 12th day of April,1977.

/s/ xxx
Director, Department of Regulatory
Agencies, State of Hawaii

By xxx
Corporation & Securities Administrator

IN THE DEPARTMENT OF REGULATORY AGENCIES
STATE OF HAWAII

In the Matter of the Merger of            )
                                          )
ISLAND EMERGENCY MANAGEMENT               )
INCORPORATED                              )
                                          )
 with and into                            )
                                          )
EMERGENCY MEDICAL CARE-                   )
INCORPORATED                              )
                                          )

AGREEMENT OF MERGER BY AND BETWEEN
ISLAND EMERGENCY MANAGEMENT - INCORPORATED
AND
EMERGENCY MEDICAL CARE-INCORPORATED

CERTIFICATE OF OFFICERS OF
ISLAND EMERGENCY MANAGEMENT - INCORPORATED
EXHIBITS 1 and 2

CERTIFICATE OF OFFICERS OF
EMERGENCY MEDICAL CARE-INCORPORATED
EXHIBITS 1 and 2

CONAHAN & CONAHAN, Attorneys
at Law, A Law Corporation
745 Fort Street, Suite 1500
Honolulu, HI 96813

                                       23



AGREEMENT OF MERGER

AGREEMENT made this 23rd day of March, 1977 between ISLAND EMERGENCY MANAGEMENT-
INCORPORATED (hereinafter called "ISLAND"), a corporation duly organized and
existing under the laws of the State of Hawaii, whose principal office is at
2023 Wilhelmina Rise, Honolulu, Hawaii 96816, and EMERGENCY MEDICAL CARE -
INCORPORATED (hereinafter called "EMERGENCY"), a corporation duly organized and
existing under the laws of the State of Hawaii, whose principal office is 2023
Wilhelmina Rise, Honolulu, Hawaii 96816, as follows:

WHEREAS, DOUGLAS C. OSTMAN is the owner of all of the outstanding shares of the
capital stock of ISLAND and EMERGENCY and the directors of ISLAND and EMERGENCY
believe that it will be to the best interests of each corporation that ISLAND be
merged into EMERGENCY pursuant to and in compliance with the laws of the State
of Hawaii and Section 368(a) (1) (A) of the Internal Revenue Code of 1954, as
amended;

NOW, THEREFORE, in consideration of the mutual under-takings hereinafter set
forth, ISLAND and EMERGENCY agree as follows:

(a) ISLAND shall be merged into EMERGENCY by the transfer to EMERGENCY of all
the assets of ISLAND, subject to all of its liabilities and obligations which
liabilities and obligations EMERGENCY shall assume, in complete cancellation of
all the capital stock of ISLAND;

(b) The name of the surviving corporation shall be EMERGENCY MEDICAL
CARE-INCORPORATED;

(c) The number, names, and post office addresses of the first directors and
officers of the surviving corporation, who shall hold office until their
successors are chosen or appointed according to the by-laws of the surviving
corporation, are:

Directors:
Douglas C. Ostman, 2023 Wilhelmina Rise, Honolulu, HI 96816

Officers:
Douglas C. Ostman, President, Vice President, Secretary and Treasurer, 2023
Wilhelmina Rise, Honolulu, HI 96816

(d) The-number of shares of the capital stock of the surviving corporation is
1,000 shares of Class A common stock of a $1.00 par value, of which 1,000 shares
are issued and outstanding and which have the right to elect two-thirds of the
Board of Directors, and 20,050 shares of Class B common stock of $1.00 par
value, of which 50 shares are issued and outstanding and which have the power to
elect one-third of the Board of Directors.

(e) The capital stock of ISLAND shall be completely cancelled, and that of
EMERGENCY shall be unaffected by the merger.

(f) Following the adoption of this Agreement by the stockholders of ISLAND and
of EMERGENCY, the merger, transfer of assets from ISLAND to EMERGENCY,
assumption of

                                       24



obligations and liabilities of ISLAND by EMERGENCY, and cancellation of ISLAND
capital stock shall all be effective as of 12:01 A.M., April 1, 1977 and upon
the filing of this Agreement, with its adoption by the stockholders of each
corporation duly certified by the Secretary thereof, in the office of the
Department of Regulatory Agencies of the State of Hawaii.

EMERGENCY MEDICAL CARE-INCORPORATED

By /s/ Douglas C. Ostman
       Director and President

ATTEST:

/s/    Douglas C. Ostman
       Secretary

ISLAND EMERGENCY MANAGEMENT - INCORPORATED

By /s/ Douglas C. Ostman
       Director and President

ATTEST:

/s/    James P. Conahan
       Secretary

                                       25



STATE OF HAWAII                       )
                                      )SS.
CITY & COUNTY OF HONOLULU             )

On this 23rd day of March, 1977, before me personally appeared DOUGLAS C.
OSTMAN, to me personally known, who, by me duly sworn, did say that he is the
President and Secretary-Treasurer of Emergency Medical Care-Incorporated, and
that said instrument was signed in behalf of said corporation by authority of
its Board of Directors, and said officers acknowledged said instrument to be the
free act and deed of said corporation.

/s/  Karen Van Etten
Notary Public, First Judicial Circuit, State of Hawaii

My Commission Expires 2/22/81

STATE OF HAWAII                       )
                                      )SS.
CITY & COUNTY OF HONOLULU             )

On this 23rd day of March, 1977, before me personally appeared DOUGLAS C. OSTMAN
and JAMES P. CONAHAN, to me personally known, who, being by me duly sworn, did
say that they are the President-Treasurer and Secretary, respectively, of ISLAND
EMERGENCY MANAGEMENT - INCORPORATED, and that said instrument was signed in
behalf of said corporation by authority of its Board of Directors, and said
officers acknowledged said instrument to be the free act and deed of said
corporation.

/s/ Karen Van Etten
Notary Public, First Judicial Circuit, State of Hawaii

My Commission Expires 2/22/81

                                       26



IN THE DEPARTMENT OF REGULATORY AGENCIES
STATE OF HAWAII

In the Matter of the Merger of            )
                                          )
ISLAND EMERGENCY MANAGEMENT-              )
INCORPORATED                              )
                                          )
 with and into                            )
                                          )
EMERGENCY MEDICAL CARE-                   )
INCORPORATED                              )
                                          )

CERTIFICATE OF APPROVAL OF AGREEMENT OF MERGER BY OFFICERS OF EMERGENCY MEDICAL
CARE-INCORPORATED

STATE OF HAWAII                           )
                                          )SS.
CITY & COUNTY OF HONOLULU                 )

DOUGLAS C. OSTMAN, of 2023 Wilhelmina Rise, Honolulu, State of Hawaii, being
first duly sworn on oath, deposes and says that he is the President, Vice
President, Secretary, and Treasurer of EMERGENCY MEDICAL CARE-INCORPORATED, a
Hawaii professional corporation, and pursuant to Section 417-6, Hawaii Revised
Statutes, certifies as follows:

(a) That at a special meeting of the Board of Directors of said corporation,
duly called and held at 745 Fort Street, Suite 1500, Honolulu, Hawaii, on March
23, 1977 at 2:15 p.m., the resolution, marked Exhibit 1, annexed hereto, hereby
made a part hereof for every purpose and incorporated herein by reference,
approving the Agreement of Merger was duly passed and adopted; and that the
Agreement of Merger to which this certificate is attached is a true copy of the
Agreement of Merger which was approved by the Board of Directors at said
meeting;

(b) That a majority of the Directors were present at said meeting and voted in
favor of the adoption of the aforesaid resolutions;

(c) That at a special meeting of the Stockholders of said corporation, at which
all stockholders were present, duly called and held on March 23, 1977 at 2:30
p.m., the resolution, marked Exhibit 2, annexed hereto, hereby made a part
hereof for every purpose and incorporated herein by reference, approving the
Agreement of Merger was unanimously passed and adopted; and that the Agreement
of Merger to which this certificate is attached is a true copy of the Agreement
of Merger which was unanimously approved by the Stockholders at said meeting;

(d) That at the time of said unanimous consent of the Stockholders referred to
in paragraph (c) hereinabove, the total amount of issued and outstanding shares
of capital stock of the corporation was 1,000 shares of Class A common stock of
a $1.00 par value, of which 1,000 shares are issued and outstanding and which
have the right to elect two-thirds of the Board of

                                       27



Directors, and 20,050 shares of Class B common stock of $1.00 par value, of
which 50 shares are issued and outstanding and which have the power to elect
one-third of the Board of Directors; that there are no other classes or kinds of
stock of said corporation issued and outstanding;

(e) That no written notice was given but a copy of the Agreement of Merger was
delivered on March 23, 1977, to the Stockholder at the meeting of the
Stockholders at 745 Fort Street, Suite 1500, Honolulu, Hawaii on March 23, 1977.

And further affiants sayeth naught.

/s/        Douglas C. Ostman
           President

/s/        Douglas C. Ostman
           Secretary

Subscribed and sworn to before me this 23rd day of March, 1977.

/s/        Karen Van Etten
Notary Public, First Judicial
Circuit, State of Hawaii

My commission expires: 2/22/81

                                       28



MINUTES OF A SPECIAL MEETING OF
THE BOARD OF DIRECTORS
EMERGENCY MEDICAL CARE - INCORPORATED

These are the minutes of a special meeting of the Board of Directors of the
above-named corporation. No formal notice was given of this meeting, but a
quorum was present and each director has signed below an approval of these
minutes. The time and place of the meeting and those present are indicated
below.

The Directors unanimously:

RESOLVED, that the Board of Directors of this Company hereby determines that the
merger of this Company with Island Emergency Management - Incorporated, upon the
terms and conditions set forth in the Agreement of Merger submitted to this
Board is advisable and generally to the advantage and for the benefit of this
Company and its stockholders.

FURTHER RESOLVED, that the Agreement of Merger presented to the meeting and the
merger therein provided for be and the same are hereby approved, and the
execution of said Agreement by the members of this Board and by proper officers
of this Company is hereby approved and authorized.

FURTHER RESOLVED, that said Agreement of Merger be submitted for approval and
adoption by the stockholders of this Company at a special meeting to be held in
Honolulu, Hawaii at 2:30 o'clock p.m., on the 23rd day of March, 1977.

FURTHER RESOLVED, that upon adoption of the Agreement of Merger (a) at such
special meeting of the stockholders of this Company and pursuant to the laws of
the State of Hawaii and by the votes of the holders of at least three-fourths
(3/4) of the total number of outstanding shares of common stock of this Company;
and (b) at a special meeting of stockholders of Island Emergency
Management-Incorporate and pursuant to the laws of the State of Hawaii and by
the votes of the holders of at least three-fourths (3/4) of the outstanding
shares of the Common Stock of Island Emergency Management -Incorporated, present
at the meeting, the President or any Vice President and the Secretary or any
Assistant Secretary of this Company be, and each of them hereby is, authorized
to certify the fact of such adoption by the stockholders of this Company of said
Agreement of Merger; and that, when said Agreement of Merger shall have been so
certified on behalf of this Company and have been similarly certified on behalf
of Island Emergency Management - Incorporated, the proper officers of this
Company be, and they hereby are, authorized and directed to cause a "Certificate
of Merger" to be presented to the Department of Regulatory Agencies, all in
accordance with the laws of the State of Hawaii.

FURTHER RESOLVED, that the proper officers of this Company be, and they hereby
are, authorized and directed to execute, in the name and on behalf of this
Company and under its corporate seal or otherwise, and to deliver any and all
agreements, certificates, applications, or other instruments and to take from
time to time any and all such other action necessary or desirable to carry out
the purposes of the foregoing resolutions.

The meeting was adjourned.

                                       29



/s/  Douglas C. Ostman
Secretary

Place of Meeting:    745 Fort Street, Suite 1500
                     Honolulu, HI 96813

Date:                March 23, 1977

Time:                2:15 p.m.

Those Present:       Douglas Ostman, Ray Kajimura,
                     James P. Conahan, and Fred Jeynes

Board of Directors' approval of minutes.

/s/ Douglas C. Ostman

EXHIBIT 1

                                       30



MINUTES OF A SPECIAL MEETING OF
THE STOCKHOLDERS OF
EMERGENCY MEDICAL CARE - INCORPORATED

These are the minutes of a special meeting of the stockholders of the
above-named corporation. No formal notice was given of this meeting, but each
stockholder has signed below an approval of these minutes. The time and place of
the meeting, and those present, are indicated below.

The stockholders unanimously:

RESOLVED, that the Agreement of Merger of Island Emergency Management
- -Incorporated with this Corporation, dated March 23, 1977 in the form submitted
to this meeting, is hereby approved, and the directors and officers of this
Corporation are hereby authorized and directed to take whatever action they deem
necessary to consummate and carry out said Agreement. A copy of said Agreement
is directed to be attached to this resolution and placed in the permanent
minutes of this meeting.

The meeting was adjourned.

/s/ Douglas C. Ostman
         SECRETARY

Place of Meeting:  745 Fort Street, Suite 1500
                   Honolulu, HI 96813

Date:              March 23, 1977

Time:              2:30 p.m.

Those Present:     Douglas Ostman, Ray Kajimura,
                   James P. Conahan, and Fred Jeynes

Stockholders' approval of minutes.

/s/ Douglas C. Ostman

EXHIBIT 2

                                       31



IN THE DEPARTMENT OF REGULATORY AGENCIES STATE OF HAWAII

In the Matter of the Merger of            )
                                          )
ISLAND EMERGENCY MANAGEMENT               )
INCORPORATED                              )
                                          )
 with and into                            )
                                          )
EMERGENCY MEDICAL CARE-                   )
INCORPORATED                              )
                                          )

CERTIFICATE OF APPROVAL OF AGREEMENT OF MERGER BY OFFICERS OF ISLAND EMERGENCY
MANAGEMENT-INCORPORATED

STATE OF HAWAII                           )
                                          ) SS.
CITY & COUNTY OF HONOLULU                 )

DOUGLAS C. OSTMAN of 2023 Wilhelmina Rise, Honolulu, State of Hawaii, and JAMES
P. CONAHAN of 3725 Diamond Head Road, Honolulu, State of Hawaii, being first
duly sworn on oath, depose and say that they are the President and Secretary,
respectively, of ISLAND EMERGENCY MANAGEMENT - INCORPORATED, a Hawaii
corporation, and pursuant to Section 417-6, Hawaii Revised Statutes, certify as
follows:

(a) That at a special meeting of the Board of Directors of said corporation,
duly called and held at 745 Fort Street, Suite 1500, Honolulu, Hawaii, on March
23, 1977 at 1:45 p.m., the resolution, marked Exhibit 1, annexed hereto, hereby
made a part hereof for every purpose and incorporated herein by reference,
approving the Agreement of Merger was duly passed and adopted; and that the
Agreement of Merger to which this certificate is attached is a true copy of the
Agreement of Merger which was approved by the Board of Directors at said
meeting;

(b) That a majority of the Directors were present at said meeting and voted in
favor of the adoption of the aforesaid resolutions;

(c) That at a special meeting of the Stockholders of said corporation, at which
all stockholders were present, duly called and held on March 23, 1977 at 2:00
p.m., the resolution, marked Exhibit 2, annexed hereto, hereby made a part
hereof for every purpose and incorporated herein by reference, approving the
Agreement of Merger was unanimously passed and adopted; and that the Agreement
of Merger to which this certificate is attached is a true copy of the Agreement
of Merger which was unanimously approved by the Stockholders at said meeting;

(d) That at the time of said unanimous consent of the Stockholders referred to
in paragraph (c) hereinabove, the total amount of issued and outstanding shares
of capital stock of the

                                       32


corporation was One Thousand (1,000) shares of common stock having a par value
of $1.00 per share; that there are no other classes or kinds of stock of said
corporation issued and outstanding;

(e) That no written notice was given but a copy of the Agreement of Merger was
delivered on March 23, 1977, to the Stockholder at the meeting of the
Stockholders at 745 Fort Street, Suite 1500, Honolulu, Hawaii on March 23, 1977.

And further affiants sayeth naught.

/s/  Douglas C. Ostman
     President

/s/  James P. Conahan
     Secretary

Subscribed and sworn to before me this 23rd day of March, 1977.

/s/  Karen Van Etten
Notary Public, First Judicial Circuit, State of Hawaii

My commission expires: 2/22/81

                                       33


MINUTES OF A SPECIAL MEETING OF
THE BOARD OF DIRECTORS
OF ISLAND EMERGENCY MANAGEMENT - INCORPORATED

These are the minutes of a special meeting of the Board of Directors of the
above-named corporation. No formal notice was given of this meeting, but a
quorum was present and each director has signed below an approval of these
minutes. The time and place of the meeting and those present are indicated
below.

The Directors unanimously:

RESOLVED, that the Board of Directors of this Company hereby determines that the
merger of this Company with Emergency Medical Care - Incorporated upon the terms
and conditions set forth in the Agreement of Merger submitted to this Board is
advisable and generally to the advantage and for the benefit of this Company and
its stockholders.

FURTHER RESOLVED, that the Agreement of Merger presented to the meeting and the
merger therein provided for be and the same are hereby approved, and the
execution of said Agreement by the members of this Board and by proper officers
of this Company is hereby approved and authorized.

FURTHER RESOLVED, that said Agreement of Merger be submitted for approval and
adoption by the stockholders of this Company at a special meeting to be held in
Honolulu, Hawaii at 2:00 o'clock p.m., on the 23rd day of March, 1977.

FURTHER RESOLVED, that upon adoption of the Agreement of Merger (a) at such
special meeting of the stockholders of this Company and pursuant to the laws of
the State of Hawaii and by the votes of the holders of at least three-fourths
(3/4) of the total number of outstanding shares of common stock of this Company;
and (b) at a special meeting of stockholders of Emergency Medical Care -
Incorporated and pursuant to the laws of the State of Hawaii and by the votes of
the holders of at least three-fourths (3/4) of the outstanding shares of the
Common Stock of Emergency Medical Care - Incorporated present at the meeting,
the President or any Vice President and the Secretary or any Assistant Secretary
of this Company be, and each of them hereby is, authorized to certify the fact
of such adoption by the stockholders of this Company of said Agreement of
Merger; and that, when said Agreement of Merger shall have been so certified on
behalf of this Company and have been similarly certified on behalf of Emergency
Medical Care - Incorporated, the proper officers of this Company be, and they
hereby are, authorized and directed to cause a "Certificate of Merger" to be
presented to the Department of Regulatory Agencies, all in accordance with the
laws of the State of Hawaii.

FURTHER RESOLVED, that the proper officers of this Company be, and they hereby
are, authorized and directed to execute, in the name and on behalf of this
Company and under its corporate seal or otherwise, and to deliver any and all
agreements, certificates, applications, or other instruments and to take from
time to time any and all such other action necessary or desirable to carry out
the purposes of the foregoing resolutions.

The meeting was adjourned.

                                       34


/s/  James P. Conahan
     Secretary

Place of Meeting:    745 Fort Street, Suite 1500
                     Honolulu, HI 96813

Date:                March 23, 1977

Time:                1:45 p.m.

Those Present:       Dr. Douglas Ostman, Mr. Ray Kajimura,
                     Mr. James P. Conahan, and Mr. Fred Jeynes

Board of Directors' Approval of Minutes and Waiver of Notice:

/s/      Douglas C. Ostman
/s/      Ray T. Kajimura
/s/      James P. Conahan

EXHIBIT 1

                                       35


MINUTES OF A SPECIAL MEETING OF
THE STOCKHOLDERS OF
ISLAND EMERGENCY MANAGEMENT-INCORPORATED

These are the minutes of a special meeting of the stockholders of the
above-named corporation. No formal notice was given of this meeting, but each
stockholder has signed below an approval of these minutes. The time and place of
the meeting, and those present, are indicated below.

The stockholders unanimously:

RESOLVED, that the Agreement of Merger of Emergency Medical Care - Incorporated
with this Corporation, dated March 23, 1977, in the form submitted to this
meeting, is hereby approved, and the directors and officers of this Corporation
are hereby authorized and directed to take whatever action they deem necessary
to consummate and carry out said Agreement. A copy of said Agreement is directed
to be attached to this resolution and placed in the permanent minutes of this
meeting.

The meeting was adjourned.

/s/  James P. Conahan
     SECRETARY

Place of Meeting:   745 Fort Street, Suite 1500
                    Honolulu, HI 96813

Date:               March 23, 1977

Time:               2:00 p.m.

Those Present:      Douglas Ostman, Ray Kajimura,
                    James P. Conahan, and Fred Jeynes

Stockholders' Approval of minutes.

/s/  Douglas C. Ostman

EXHIBIT 2

                                       36



Nonrefundable Filing Fee:  $10.00

PROFIT

STATE OF HAWAII
DEPARTMENT OF REGULATORY AGENCIES
Business Registration Division
1010 Richards Street
Mailing Address: P. O. Box 40, Honolulu, Hawaii 96810

In the Matter of the Amendment of )
the Articles of Incorporation     )
                                  )
EMERGENCY MEDICAL CARE-           )
INCORPORATED                      )

CERTIFICATE OF AMENDMENT

The undersigned duly authorized officers of EMERGENCY MEDICAL CARE-INCORPORATED,
a Hawaii corporation, do hereby certify as follows:

(line out inapplicable statement)

A. That at a special meeting of the stockholders of said corporation duly called
for the purpose of amending the Articles of Incorporation and held at 745 Fort
Street, Suite 1500 on the day of , 19 , it was voted by the holders of 1,000
shares out of 1,000 shares outstanding and having voting power to amend the
Articles of Incorporation as set forth in the exhibit attached hereto and made a
part of this Certificate.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
   XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 20th day
of January, 1977.

/s/  Douglas C. Ostman
     Office Held: President

/s/  Douglas C. Ostman
     Office Held:  Treasurer

STATE OF HAWAII     )
CITY AND            )  ss.
COUNTY OF HONOLULU  )

DOUGLAS C. OSTMAN being first duly sworn on oath depose and say that he is the
President and Treasurer of Emergency Medical Care-Incorporated; that as such
officers they are duly

                                       37


authorized to sign the foregoing Certificate of Amendment; and that they have
read the said Certificate, know the contents thereof, and that the same are
true.

/s/  Douglas C. Ostman
     Office Held: President

/s/  Douglas C. Ostman
     Office Held: Treasurer

Subscribed and sworn to before me this 20th day of January,1977.

/s/  Claire M. Rayburn
Notary Public, 1st Judicial Circuit, State of Hawaii

My commission expires: 11-19-80

(See reverse side for instructions)

Rev. 8/72

                                       38


STATE OF HAWAII

DEPARTMENT OF REGULATORY AGENCIES

In the Matter of the Amended  )
Articles of Incorporation     )
of                            )
                              )
EMERGENCY MEDICAL CARE -      )
INCORPORATED                  )
                              )
A Professional Corporation    )
                              )

AMENDED
ARTICLES OF INCORPORATION

KNOW ALL MEN BY THESE PRESENTS:

That the undersigned, desiring to become incorporated as a professional
corporation and to obtain the benefits conferred on professional corporations by
law, hereby enter into the following Articles of Incorporation, the terms of
which shall be equally obligatory upon the parties hereto as well as upon all
other persons who from time to time may be stockholders in the corporation.

      1. The corporation shall be a professional corporation formed pursuant to
Hawaii Revised Statutes, Sec. 416-141, et seq. and the name of said corporation
shall be:

            EMERGENCY MEDICAL CARE - INCORPORATED

      2.    The initial office of the corporation shall be located at:

            2230 Liliha Street
            Honolulu, Hawaii 96817

            or at such other office or offices within and without the State of
            Hawaii as its business may from time to time require.

      3. The specific profession in which this corporation is to primarily
engage is in the practice of medicine and other purposes for which this
corporation is formed include engaging in, to the extent permitted by law, any
other business whatsoever anywhere in the world in a partnership status, as part
of a joint venture or in any other capacity. The corporation has all powers
necessary or proper to carry on its profession or its business.

      4. The Board of Directors of the Corporation and the officers of the
Corporation, along with the name and address of each is as follows:

                                       39


Name                 Position                             Address

Douglas C. Ostman    President, Vice President
                     Secretary, Treasurer and Director    2023 Wilhelmina Rise
                                                          Honolulu, Hawaii 96816

The Board of Directors shall consist of not less then one nor more than fifteen
as the By-Laws shall provide. Directors and officers shall be elected or
appointed in the manner provided by the By-Laws and shall have the powers given
to them in the By-Laws. Any person may hold two or more offices in the
corporation unless forbidden to do so by the By-Laws or law. The officers of the
corporation shall be a President, a Vice-President, a Secretary, and a
Treasurer, along with such other officers as are provided for in the By-Laws.
The Board of Directors shall, except as limited in the By-Laws, have all powers
necessary or proper to carry out all of the business of the Corporation, and the
Directors may delegate such powers as they see fit, so long as such delegation
is not prohibited in the By-Laws.

5. The authorized stock of the corporation shall consist of two classes of
stock, as follows:

Class A stock shall be One Thousand (1,000) shares of a par value of One Dollar
($1.00) each with an aggregate par value of One Thousand Dollars ($1,000.00);
Class A stock will have the right to elect two-thirds (2/3) of the Board of
Directors;

Class B stock shall be Twenty Thousand and Fifty (20,050) shares of a par value
of One Dollar ($l.00) each with an aggregate par value of Twenty Thousand and
Fifty Dollars ($20,050.00); Class B stock shall have the power to elect
one-third (1/3) of the Board of Directors;

the corporation shall have the privilege of subsequent increase or extension of
any class of authorized capital stock from time to time by the issuance of any
class of stock to a total amount of not exceeding $10,000,000.00. Stockholders
shall have full pre-emptive rights.

6. The shares of this corporation may be owned only by a person who is currently
licensed in the profession which is listed in 3 above as the specific profession
in which this corporation is primarily to engage--hereinafter such persons will
be referred to as "eligible stockholders." Any transfer of stock to someone
other than an eligible stockholder is void. The corporation may purchase and
redeem its own shares at any time so long as one share remains issued and
outstanding after such purchase and redemption. No shares of the corporation
shall be sold or transferred to any eligible person not designated by the Board
of Directors until the corporation and the remaining stockholders have been
afforded an opportunity to buy the stock on the terms set forth in the By-Laws
of the corporation and/or in any stock redemption agreement.

7. No stockholder shall be liable for the debts of the corporation beyond the
amount which may be due or unpaid upon any share or shares of stock of said
corporation owned by him.

8. The corporation shall have perpetual life.

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands this 22nd
day of May, 1974.

                                       40


/s/ Douglas C: Ostman
DOUGLAS C. OSTMAN

                                       41


Filing fee is 20 cents per $1,000
Increase, minimum fee $20,
maximum fee $1,000

STATE OF HAWAII
DEPARTMENT OF REGULATORY AGENCIES
Business Registration Division
1010 Richards Street
Mailing Address: PO Box 40, Honolulu, Hawaii 96810

In the matter of the increase of  )
the authorized capital stock of   )
EMERGENCY MEDICAL CARE-           )
INCORPORATED                      )
(Corporate Name)                  )

CERTIFICATE RE INCREASE OF AUTHORIZED CAPITAL STOCK

The undersigned duly authorized officers of the captioned Hawaii corporation,
being first duly sworn under oath, depose and affirm as follows:

(line out inapplicable statement)

A. That at a special meeting of the stockholders of said corporation duly called
for the purpose of increasing the authorized capital stock and held at 745 Fort
Street, Suite 1500, Honolulu on the 20th day of January, 1977, it was voted by
the holders of 1,000 shares out of 1,000 shares outstanding and having voting
power to increase the authorized capital stock as set forth in paragraph C;

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

C. The shareholders have approved the Increase of the authorized capital stock
of said corporation from $ 1,000.00 to $21,050.00 common by authorizing the
issuance of 20,050 Class "B" new shares of the par value of $1.00 each,
and/XXXXX each

      And in compliance with the requirements of law, the undersigned officers
further depose and affirm:

D. That the present authorized capital stock of said corporation is $1,000.00
common and $ preferred;

E That the amount to which the capital stock of said corporation may be
increased under its articles of incorporation is $ 10,000,000.00 in the
aggregate;

F That the corporation holds cash or property of a value equal to ten percent of
the total authorized capital stock as increased.

                                       42


(It must be stated in paragraph F that not less than ten percent of the total
authorized capital stock as increased has been paid in, in cash or property, or
that the corporation holds cash or property of a value equal to ten percent of
the total authorized capital stock as increased.)

/s/  Douglas C. Ostman
     Office Held: President

/s/  Douglas C. Ostman
     Office Held: Treasurer

Subscribed and sworn to before me this 20th day of January, 1977.

/s/ Claire M. Rayburn
Notary Public, 1st Judicial Circuit, State of Hawaii

My commission expires: 11-19-80

(Instructions on reverse side)

Rev. 12/75

                                       43


6021 Summer St. Honolulu 96821
(Address)

Department of Regulatory Agencies
Business Registration Division
P. O. Box 40
Honolulu HI 96810

Gentlemen :

Request is hereby made to file our corporation exhibit on a May 31 fiscal year
basis.

Very truly yours,

EMERGENCY MEDICAL CARE
By Douglas C. Ostman M.D.

                                       44


STATE OF HAWAII

DEPARTMENT OF REGULATORY AGENCIES

In the Matter of the Incorporation

of

EMERGENCY MEDICAL CARE - INCORPORATED

ARTICLES OF INCORPORATION

                                       45


STATE OF HAWAII

DEPARTMENT OF REGULATORY AGENCIES

In the Matter of the Incorporation

of

EMERGENCY MEDICAL CARE - INCORPORATED

ARTICLES OF INCORPORATION

KNOW ALL MEN BY THESE PRESENTS:

That the undersigned, desiring to become Incorporated and to obtain the benefits
conferred on Corporations by Law, hereby enter into the following Articles of
Incorporation, the terms of which shall be equally obligatory upon the parties
hereto as well as upon all other persons who from time to time may be
stockholders in the Corporation.

1.    The name of the Corporation shall be: EMERGENCY MEDICAL CARE -
      INCORPORATED

2.    The principal and initial office of the Corporation shall be located at
      6021 SUMMER STREET, HONOLULU, HAWAII 96821 or such other office or offices
      within and without the State of HAWAII as its business may from time to
      time require.

3.    The purpose for which this Corporation is formed is to conduct the
      business of practice of medicine and to engage in, to the extent permitted
      by Law, any business whatsoever anywhere in the world in its Corporate
      capacity, in a partnership status, as part of a joint venture or in any
      other capacity. The Corporation has all powers necessary or proper to
      carry on its business.

4.    The Corporation shall have perpetual duration.

5. The initial Board of Directors of the Corporation and the initial officers of
the Corporation, along with the name and address of each is as follows:



Name                   Position                       Address
                                                
Douglas C. Ostman      President and Director         6021 Summer Street
                       and Treasurer                  Honolulu, Hawaii 96821

Donald Over            Vice President and Director    6021 Summer Street
                                                      Honolulu, Hawaii 96821

Allen E. Kaufman       Secretary and Director         327 Poipu Drive
                                                      Honolulu, Hawaii 96825


                                       46


AFFIDAVIT

STATE OF HAWAII               )
                              )ss:
CITY AND COUNTY OF HONOLULU   )

DOUGLAS C. OSTMAN, being sworn on oath, depose and say:

That he is named in the Articles of Incorporation filed herewith as President
and Treasurer and Director of the Corporation named in the foregoing Articles,
that the number of authorized shares of stock of the proposed Corporation is one
thousand shares of common stock of par value of one dollar each, an aggregate
par value of $1,000; that capital stock in excess of three-fourths of said
authorized stock has been subscribed for: that more than ten percent of the
aggregate of the authorized capital stock has been paid in cash; that the names
of the subscribers for said shares, the number of shares subscribed for by each
subscriber, the subscription price for the shares subscribed for and the amounts
paid in by each subscriber are as follows:



  Name of          No. of Shares       Subscription Price       Amount Paid In        Manner Paid In
Subscriber          Subscribed            for Shares
                                                                          
Douglas C. Ostman      1,000              $1.00 per share          $1,000.00               Cash


And further affiants sayeth not.

/s/ Douglas C. Ostman
DOUGLAS C. OSTMAN

Subscribed and sworn to before me this 22nd day of May, 1974.

/s/ Sue XXX
Notary Public, First Judicial Circuit, State of Hawaii

My commission expires: FEB 26 1978

                                       47


AFFIDAVIT

STATE OF HAWAII               )
                              )ss:
CITY AND COUNTY OF HONOLULU   )

ALLEN E. KAUFMAN, being sworn on oath, depose and say :

That he is named in the Articles of Incorporation filed herewith as Secretary
and Director of the Corporation named in the foregoing Articles, that the number
of authorized shares of stock of the proposed Corporation is one thousand shares
of common stock of par value of one dollar each, an aggregate par value of
$1,000; that capital stock in excess of three-fourths of said authorized stock
has been subscribed for: that more than ten percent of the aggregate of the
authorized capital stock has been paid in cash; that the names of the
subscribers for said shares, the number of shares subscribed for by each
subscriber, the subscription price for the shares subscribed for and the amounts
paid in by each subscriber are as follows:



Name of Subscriber      No. of Shares Subscribed      Price for Shares      Paid In      Paid In
- ------------------      ------------------------      ----------------     ---------     -------
                                                                             
Douglas C. Ostman               1,000                 $ 1.00 per share     $ 1,000.00      Cash


And further affiants sayeth not.

/s/Allen E. Kaufman
ALLEN E. KAUFMAN

Subscribed and sworn to before me this 22nd day of May, 1974.

/s/ XXX
Notary Public, First Judicial Circuit, State of Hawaii

My commission expires:  5/14/75

                                       48


IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals
this 22nd day of May, 1974.

/s/  Douglas C. Ostman
     DOUGLAS C. OSTMAN

/s/  Donald Over
     DONALD OVER

/s/  Allen E. Kaufman
     ALLEN E. KAUFMAN

STATE OF HAWAII               )
                              )ss:
CITY AND COUNTY OF HONOLULU   )

On this 22nd day of May, 1974, before me, the undersigned, personally appeared
DOUGLAS C. OSTMAN, to me known to be the persons described in and who executed
the foregoing instrument, and severally acknowledged that they executed the same
as their free act and deed.

                                       49


INDIVIDUAL

STATE OF HAWAII               )
                              ) ss.:
City and County of Honolulu   )

On this 22nd day of May, A.D. 1974, before me personally appeared DONALD OVER
and ALLEN E. KAUFMAN to me known to be the persons described in and who executed
the foregoing instrument and acknowledged that they executed the same as their
free act and deed.

Notary Public, First Judicial Circuit, State of Hawaii.

My Commission Expires May 14, 1975

                                       50

EX-3.181

                                                                   Exhibit 3.181

                                     BYLAWS

                                       OF

                             EMCARE OF HAWAII, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of EmCare of Hawaii, Inc. (the
"Corporation") shall be such registered agent and office as shall from time to
time be established pursuant to the articles of incorporation, as amended from
time to time, of the Corporation (the "Charter") or by resolution of the Board
of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Hawaii as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.01. Meetings of Stockholders of the Corporation (the "Stockholders") for
any purpose may be held at such place, within or without the State of Hawaii, as
shall be fixed from time to time by the Board, or, if the Board has not so
specified, then at such place as may be fixed by the person or persons calling
the meeting.

     2.02. An annual meeting of the Stockholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Stockholders, a complete
list of the Stockholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Stockholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Stockholder who may be present.

     2.04. Special meetings of the Stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote at the meetings. Business
transacted at all special meetings shall be confined to the objects stated in
the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Stockholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of



the Stockholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Stockholders, the Stockholders
entitled to vote thereat, present in person or represented by proxy, shall
nevertheless have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At an adjourned session at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders, unless otherwise provided by statute or the Charter. At any
meeting of the Stockholders, every Stockholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Stockholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Stockholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.

     2.10. Any action required by statute to be taken at a meeting of the
Stockholders, or any action which may be taken at a meeting of the Stockholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Stockholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Stockholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Stockholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Stockholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Stockholders at the
annual meeting or a Hawaii special meeting called for that purpose, but no
decrease shall have the effect of shortening the term of an incumbent director.
Directors need not be Stockholders or residents of the State of Hawaii. The
directors shall be elected at the annual meeting of the Stockholders, except as
hereinafter provided, and each director elected shall hold office until his or
her successor shall be elected and shall qualify.


                                       2



     3.03. At any meeting of Stockholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Stockholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Stockholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Stockholders.

     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Stockholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         EXECUTIVE AND OTHER COMMITTEES

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              MEETINGS OF DIRECTORS

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Hawaii.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Stockholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically


                                       3



provided by statute or by the Charter or by these bylaws. If a quorum shall not
be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            COMPENSATION OF DIRECTORS

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Stockholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Stockholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Stockholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.


                                       4



     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              CHAIRMAN OF THE BOARD

     5.06. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             CHIEF EXECUTIVE OFFICER

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           VICE-CHAIRMAN OF THE BOARD

     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Stockholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  THE PRESIDENT

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                    THE SECRETARY AND ASSISTANT SECRETARIES

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Stockholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  THE TREASURER

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.


                                       5



     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  OTHER OFFICES

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Stockholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of State of Hawaii. Each certificate shall be signed by either the
President or any Vice President then in office and by either the Secretary, an
Assistant Secretary, or any Treasurer then in office, and may be sealed with the
seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, other than the Corporation or an employee of the Corporation,
the signature of any such officer of the Corporation may be a facsimile.
Whenever the Corporation shall be authorized to issue more than one class of
stock, there shall be (1) set forth conspicuously upon the face or back of each
certificate a full statement of (a) all of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and (b) if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences
of the shares of each series so far as the same have been fixed and determined
and the authority of the Board to fix and determine the relative rights and
preferences of subsequent series; or (2) stated conspicuously on the face or
back of the certificate that (a) such a statement is set forth in the Charter on
file in the office of the Secretary of State of Hawaii and (b) the Corporation
will furnish a copy of such statement to the record holder of the certificate
without charge upon request to the Corporation at its principal place of
business or registered office. Whenever the Corporation by the Charter has
limited or denied the preemptive rights of Stockholders to acquire unissued or
treasury shares of the Corporation, each certificate (1) shall conspicuously set
forth upon the face or back of such certificate a full statement of the
limitation or denial of preemptive rights contained in the Charter, or (2) shall
conspicuously state on the face or back of the certificate that (a) such
statement is set forth in the Charter on file in the office of the Secretary of
State of Hawaii and (b) the Corporation will furnish a copy of such statement to
the record holder of the certificate without charge upon request to the
Corporation at its principal place of business or registered office. If any
restriction on the transfer or the registration of the transfer of shares shall
be imposed or agreed to by the Corporation, as permitted by law, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that such a
restriction exists pursuant to a


                                       6



specified document and (a) that the Corporation will furnish to the record
holder of the certificate without charge upon written request to the corporation
at its principal place of business or registered office a copy of the specified
document, or (b) if such document is one required or permitted to be and has
been filed under the Hawaii Business Corporation Act, that such document is on
file in the office of the Secretary of State of Hawaii and contains a full
statement of such restriction.

                                LOST CERTIFICATES

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

                               TRANSFER OF SHARES

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by State of Hawaii law, it shall be the duty of the
Corporation or the transfer agent of the Corporation to register the transfer as
requested.

                             REGISTERED STOCKHOLDERS

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Stockholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.


                                       7



                                    RESERVES

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     CHECKS

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       EXECUTION OF CONTRACTS, DEEDS, ETC.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   FISCAL YEAR

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              VOTING OF SECURITIES

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 INDEMNIFICATION

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, arbitral, administrative, or investigative, any appeal in such action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding, because such person is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief


                                       8



that he has met the standard of conduct necessary for indemnification and (ii) a
written undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the stockholders with or before the notice or waiver of notice of the
next Stockholder's meeting or with or before the next submission to Stockholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Stockholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Stockholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1)  the Charter or statute reserves the power exclusively to the
               Stockholders in whole or part; or

          (2)  the Stockholders in amending, repealing or adopting a particular
               bylaw expressly provide that the Board may not amend or repeal
               such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Stockholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Stockholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                       9

EX-3.182

                                                                   Exhibit 3.182

                            ARTICLES OF INCORPORATION
                                       OF
                             EMCARE OF INDIANA, INC.

The undersigned natural person of the age of eighteen (18) years or more, acting
as an incorporator of a corporation under the Indiana Business Corporation Law,
hereby adopts the following Articles of Incorporation for such corporation:

                                    ARTICLE 1

                                      NAME

     The name of the corporation is EmCare of Indiana, Inc.

                                   ARTICLE II

                                    DURATION

     The period of its duration is perpetual.

                                   ARTICLE III

                                     PURPOSE

     The purpose or purposes for which the corporation is organized are to
transact any and all lawful business for which corporations may be incorporated
under the Indiana Business Corporation Law.

                                   ARTICLE IV

                                     SHARES

     The aggregate number of shares which the corporation has authority to issue
is One Thousand (1,000) shares of One Cent ($0.01) par value per share. Such
shares are designated as common stock and shall have identical rights and
privileges in every respect.

                                    ARTICLE V

                           DENIAL OF PREEMPTIVE RIGHTS

     No share shall bear any preemptive right of its shareholder to acquire
additional shares.


                                       1



                                   ARTICLE VI

                              NONCUMULATIVE VOTING

     The holders of shares of each and every class and series in the corporation
shall not be entitled to cumulative voting rights in the election of directors
of the corporation, in any and all circumstances.

                                   ARTICLE VII

                   MANDATORY REDEMPTION OF SHARES OF DECEASED

     In the event that a shareholder of the corporation dies or becomes no
longer qualified to own shares in the corporation, the corporation shall redeem
all of the shares of common stock owned by said shareholder for a purchase price
of $1.00 per share.

                                  ARTICLE VIII

                              POWER TO AMEND BYLAWS

     Without limiting the power of the shareholders of the corporation to amend
or repeal the corporation's bylaws or to adopt new bylaws, the Board of
Directors shall have the power to amend or repeal the corporation's bylaws and
to adopt new bylaws.

                                   ARTICLE IX

                           REGISTERED OFFICE AND AGENT

     The street address of the initial registered office of the corporation is
320 N. Meridian Street, Indianapolis, IN 46204 and the name of its initial
registered agent at such address is National Registered Agents, Inc.

                                    ARTICLE X

                                INITIAL DIRECTORS

     The number of directors constituting the initial Board of Directors is two
(2) and the names and addresses of the persons who are to serve as directors
until the first annual meeting of the shareholders, or until their successor or
successors are elected and qualified are:

                           Leonard M. Riggs, Jr., M.D.
                          1717 Main Street, 52nd Floor
                                Dallas, TX 75201


                                       2



                             William F. Miller, III
                          1717 Main Street, 52nd Floor
                                Dallas, TX 75201

     The number of directors may hereafter be increased or decreased as provided
in the bylaws of the corporation.

                                   ARTICLE XI

                             LIABILITY OF DIRECTORS

     No director of the corporation shall be liable to the corporation or its
shareholders for monetary damages for an act or omission in the director's
capacity as a director, except that this article does not eliminate or limit the
liability of a director to the extent the director is found liable for: (1) a
breach of the director's duty of loyalty to the corporation or its shareholders:
(2) an act or omission not in good faith that constitutes a breach of duty of
the director to the corporation or an act or omission that involves intentional
misconduct or a knowing violation of the law; (3) a transaction from which the
director received an improper benefit, whether or not the benefit resulted from
an action taken within the scope of the director's office; or (4) an act or
omission for which the liability of a director is expressly provided for by an
applicable statute.

                                   ARTICLE XII

                    ACTIONS BY SHAREHOLDERS WITHOUT A MEETING

     Any action required by the Indiana Business Corporation Law to be taken at
any annual or special meeting of shareholders, or any action which may be taken
at any annual or special meeting of shareholders, may be taken without a
meeting, without prior notice, and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall be signed by the holder or
holders of shares having not less than the minimum number of votes that would be
necessary to take such action at a meeting at which the holders of all shares
entitled to vote on the action were present and voted.

                                  ARTICLE XIII

                                  INCORPORATOR

     The name and address of the incorporator is:

                                 Scott W. Roloff
                          1717 Main Street, 52nd Floor
                                Dallas, TX 75201


                                       3



     IN WITNESS WHEREOF, I have hereunto set my hand this the 30th day of July,
1998.


/s/ Scott W. Roloff
- -------------------------------------
Scott W. Roloff


                                       4



                             CONSENT TO USE OF NAME

     EmCare of Indiana, P.C., an Indiana professional corporation, does hereby
consent to the use of name and incorporation of EmCare of Indiana, Inc.

                                        EmCare of Indiana, P.C.


                                        By: /s/ William F. Miller, III
                                            ------------------------------------
                                        Name: William F. Miller, III
                                        Title: Secretary


                                       5

EX-3.183

                                                                   Exhibit 3.183

                                     BYLAWS

                                       OF

                             EMCARE OF INDIANA, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of EMCARE OF INDIANA, INC. (the
"Corporation") shall be such registered agent and office as shall from time to
time be established pursuant to the articles of incorporation, as amended from
time to time, of the Corporation (the "Charter") or by resolution of the Board
of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Indiana as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.01. Meetings of Stockholders of the Corporation (the "Stockholders") for
any purpose may be held at such place, within or without the State of Indiana,
as shall be fixed from time to time by the Board, or, if the Board has not so
specified, then at such place as may be fixed by the person or persons calling
the meeting.

     2.02. An annual meeting of the Stockholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Stockholders, a complete
list of the Stockholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Stockholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Stockholder who may be present.

     2.04. Special meetings of the Stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote at the meetings. Business
transacted at all special meetings shall be confined to the objects stated in
the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Stockholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
Stockholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Stockholders, the



Stockholders entitled to vote thereat, present in person or represented by
proxy, shall nevertheless have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At an adjourned session at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders, unless otherwise provided by statute or the Charter. At any
meeting of the Stockholders, every Stockholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Stockholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Stockholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.

     2.10. Any action required by statute to be taken at a meeting of the
Stockholders, or any action which may be taken at a meeting of the Stockholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Stockholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Stockholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Stockholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Stockholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Stockholders at the
annual meeting or a Indiana special meeting called for that purpose, but no
decrease shall have the effect of shortening the term of an incumbent director.
Directors need not be Stockholders or residents of the State of Indiana. The
directors shall be elected at the annual meeting of the Stockholders, except as
hereinafter provided, and each director elected shall hold office until his or
her successor shall be elected and shall qualify.


                                       2



     3.03. At any meeting of Stockholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Stockholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Stockholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Stockholders.

     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Stockholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         EXECUTIVE AND OTHER COMMITTEES

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              MEETINGS OF DIRECTORS

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Indiana.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Stockholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically


                                       3



provided by statute or by the Charter or by these bylaws. If a quorum shall not
be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            COMPENSATION OF DIRECTORS

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Stockholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Stockholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Stockholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.


                                       4



     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              CHAIRMAN OF THE BOARD

     5.06. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             CHIEF EXECUTIVE OFFICER

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           VICE-CHAIRMAN OF THE BOARD

     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Stockholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  THE PRESIDENT

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Stockholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  THE TREASURER

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.


                                       5



     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  OTHER OFFICES

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Stockholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of State of Indiana. Each certificate shall be signed by either the
President or any Vice President then in office and by either the Secretary, an
Assistant Secretary, or any Treasurer then in office, and may be sealed with the
seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, other than the Corporation or an employee of the Corporation,
the signature of any such officer of the Corporation may be a facsimile.
Whenever the Corporation shall be authorized to issue more than one class of
stock, there shall be (1) set forth conspicuously upon the face or back of each
certificate a full statement of (a) all of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and (b) if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences
of the shares of each series so far as the same have been fixed and determined
and the authority of the Board to fix and determine the relative rights and
preferences of subsequent series; or (2) stated conspicuously on the face or
back of the certificate that (a) such a statement is set forth in the Charter on
file in the office of the Secretary of State of Indiana and (b) the Corporation
will furnish a copy of such statement to the record holder of the certificate
without charge upon request to the Corporation at its principal place of
business or registered office. Whenever the Corporation by the Charter has
limited or denied the preemptive rights of Stockholders to acquire unissued or
treasury shares of the Corporation, each certificate (1) shall conspicuously set
forth upon the face or back of such certificate a full statement of the
limitation or denial of preemptive rights contained in the Charter, or (2) shall
conspicuously state on the face or back of the certificate that (a) such
statement is set forth in the Charter on file in the office of the Secretary of
State of Indiana and (b) the Corporation will furnish a copy of such statement
to the record holder of the certificate without charge upon request to the
Corporation at its principal place of business or registered office. If any
restriction on the transfer or the registration of the transfer of shares shall
be imposed or agreed to by the Corporation, as permitted by law, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that such a
restriction exists pursuant to a


                                       6



specified document and (a) that the Corporation will furnish to the record
holder of the certificate without charge upon written request to the corporation
at its principal place of business or registered office a copy of the specified
document, or (b) if such document is one required or permitted to be and has
been filed under the Indiana Business Corporation Act, that such document is on
file in the office of the Secretary of State of Indiana and contains a full
statement of such restriction.

                                LOST CERTIFICATES

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

                               TRANSFER OF SHARES

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by State of Indiana law, it shall be the duty of the
Corporation or the transfer agent of the Corporation to register the transfer as
requested.

                             REGISTERED STOCKHOLDERS

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Stockholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.


                                       7



                                    RESERVES

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     CHECKS

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       EXECUTION OF CONTRACTS, DEEDS, ETC.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   FISCAL YEAR

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              VOTING OF SECURITIES

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 INDEMNIFICATION

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, arbitral, administrative, or investigative, any appeal in such action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding, because such person is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief


                                       8



that he has met the standard of conduct necessary for indemnification and (ii) a
written undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the stockholders with or before the notice or waiver of notice of the
next Stockholder's meeting or with or before the next submission to Stockholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Stockholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Stockholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1)  the Charter or statute reserves the power exclusively to the
               Stockholders in whole or part; or

          (2)  the Stockholders in amending, repealing or adopting a particular
               bylaw expressly provide that the Board may not amend or repeal
               such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Stockholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Stockholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                        9

EX-3.184

                                                                  Exhibit 3.184


                            ARTICLES OF INCORPORATION
                                       OF
                              EMCARE OF IOWA, INC.

      The undersigned, a natural person of the age of eighteen years or more,
acting as incorporator of a corporation under the Iowa Business Corporation Act,
hereby adopts the following Articles of Incorporation for EMCARE OF IOWA, INC.
(the "Corporation"):

                                   ARTICLE ONE
                                      NAME

      The name of this Corporation is "EMCARE OF IOWA, INC."

                                   ARTICLE TWO
                                    DURATION

      The period of the Corporation's duration is perpetual.

                                  ARTICLE THREE
                                     PURPOSE

      The purpose for which the Corporation is organized is the transaction of
any and all lawful business for which corporations may be incorporated under the
Iowa Business Corporation Act.

                                  ARTICLE FOUR
                               ISSUANCE OF SHARES

      The aggregate number of shares which the Corporation shall have authority
to issue is One Thousand (1,000) shares of Common Stock of the par value of
$0.01 per share.

                                  ARTICLE FIVE
                                  INCORPORATOR

      The name and address of the incorporator of the Corporation is:



       Name                                      Address
       ----                                      -------
                                    
William F. Miller, III                 1717 Main Street, Suite 5200
                                       Dallas, Texas 75201


                                   ARTICLE SIX
                           DENIAL OF PREEMPTIVE RIGHTS



      No shareholder of the corporation shall, by reason of such shareholder
holding shares of any class, have any preemptive or preferential right to
purchase or subscribe for any shares of any class of the Corporation, now or
hereafter to be authorized, or any notes, debentures, bonds, or other securities
convertible into or carrying options or warrants to purchase shares of any
class, now or hereafter to be authorized, whether or not the issuance or sale of
any such shares, or such notes, debentures, bonds, or other securities, would
adversely affect the dividend or voting rights of such shareholder of the
Corporation, other than such rights, if any, as the board of directors, in its
discretion, may grant to the shareholders to purchase such additional, unissued,
or treasury securities; and the Corporation may issue or sell additional
unissued or treasury shares of any class of the Corporation, or any notes,
debentures, bonds, or other securities convertible into or carrying options or
warrants to purchase shares of any class, without offering the same in whole or
in part to the existing shareholders of any class.

                                  ARTICLE SEVEN
                           DENIAL OF CUMULATIVE VOTING

      When electing directors of the Corporation, a shareholder of the
Corporation shall not be permitted to cumulate such shareholder's votes.

                                  ARTICLE EIGHT
                                REGISTERED OFFICE

      The street address of the registered office of the Corporation is 1500 Hub
Tower, 699 Walnut, Des Moines, Iowa 50309, and the name of its registered agent
at such address is National Registered Agents, Inc.

                                  ARTICLE NINE
                      REQUIRED SHAREHOLDER VOTE AND CONSENT

      Except as otherwise required by law, the affirmative vote of the holders
of a majority of the issued and outstanding shares of the Corporation shall
decide any matter submitted to a vote of the shareholders of the Corporation.
The holders of a majority of the issued and outstanding shares of the
Corporation may take any action that the shareholders of the Corporation are
permitted or required to take at a meeting pursuant to a consent setting forth
the action taken that such holders sign.

                                   ARTICLE TEN
                                 INDEMNIFICATION

      The Corporation shall, to the full extent permitted by law, (i) indemnify
any person who was, is or is threatened to be made a named defendant or
respondent to any threatened, pending, or competed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, any appeal in such
action, suit or proceeding, and any inquiry or investigation that could lead to
such an action, suit, or proceeding, because such person is or was a director or
officer of the Corporation, or, while a director or officer of the Corporation,
is or was serving at the request or the Corporation as a director, officer,
partner, venturer, proprietor, trustee, employee, agent, or



similar functionary of another Corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including the excise and similar taxes), fines,
settlements, and reasonable expenses (including attorneys fees) actually
incurred by such person in connection with such action, suit, or proceeding and
(ii) advance reasonable expenses to such person in connection with such action,
suit or proceeding. The rights provided in this Article shall not be deemed
exclusive of any other rights permitted by law, to which such person may be
entitled under any provision of the bylaws of the Corporation, a resolution of
shareholders or directors of the Corporation, an agreement, or otherwise.

                                 ARTICLE ELEVEN
                        LIMITATION OF DIRECTOR LIABILITY

      No director of the Corporation shall be liable to the Corporation or its
shareholders for monetary damages for any act or omission in such director's
capacity as director, except to the extent such director is found liable for (i)
a breach of such director's duty of loyalty to the Corporation or its
shareholders; (ii) an act or omission not in good faith that constitutes a
breach of duty of such director to the Corporation or an act or omission that
involves intentional misconduct or a knowing violation of the law; (iii) a
transaction from which such director received an improper benefit, whether or
not the benefit resulted from an action taken within the scope of such
director's office; or (iv) an act or omission for which the liability of a
director is expressly provided by an applicable statute. No repeal or
modification of this ARTICLE ELEVEN shall adversely affect any right or
protection of a director of the Corporation existing by virtue of this ARTICLE
ELEVEN at the time of such repeal or modification.

      IN WITNESS WHEREOF, I have hereunto set my hand, this 9th day of April,
1998.

                                        /s/ William F. Miller, III
                                        --------------------------
                                        William F. Miller, III, Incorporator



CHESTER J. CULVER
SECRETARY OF STATE
STATE OF IOWA

                               STATEMENT OF CHANGE
                              OF REGISTERED OFFICE
                             AND/OR REGISTERED AGENT

Pursuant to Iowa law, the undersigned submits this Statement to change the
business entity's registered office and/or registered agent in Iowa. Read the
INSTRUCTIONS on the back of this form before completing the information and
signing below.

1. The NAME of the business entity is:          See Attached List of Companies

2. The street address of the CURRENT registered OFFICE as indicated on the
Secretary of State's records is:



1500 Hub Tower, 699 Walnut, Des Moines, IA  50309
- --------------- ----------- ----------- ---------
                               
street          city        state       zip


3. The street address of the NEW registered OFFICE is:



604 Locust Street, Suite 222, Des Moines, IA 50309
- ------------------ ---------- ----------- --------
                                 
     street           city       state       zip


4. The name of the CURRENT registered AGENT as indicate don the Secretary of
State's records is: National Registered Agents, Inc.

      (If more than one AGENT is registered, indicate which one is being
      replaced.)

5. The name of the NEW registered AGENT is:   National Registered Agents, Inc.

6. If the REGISTERED AGENT has changed, the NEW Registered Agent must sign here,
consenting to their appointment, or attach their written consent to this form.

                                               Signature of NEW Registered Agent

Complete ONLY if the Registered Agent changes.

7. If the REGISTERED AGENT changes the street address of their business office
on this form, the Registered Agent must sign here indicating that NOTICE of the
change has been given to the business entity.

                        National Registered Agents, Inc.

                        By: /s/ Dennis E. Howarth
                            ---------------------------
                        Signature of Registered Agent
                        Dennis E. Howarth, President

Complete ONLY if the Registered Agent changes the street address of their
business office.

8. After any/all change(s) are made, the street address of the registered office
and the street address of the business office of the registered agent will be
identical.

9. Signature by authorized* representative /s/ Dennis E. Howarth Date: April 25,
2002                                       ---------------------



Print Name and Title: Dennis E. Howarth                   President
                      Name                                Title



CHESTER J. CULVER
SECRETARY OF STATE
STATE OF IOWA

                                 STATE OF CHANGE
                              OF REGISTERED OFFICE
                             AND/OR REGISTERED AGENT

Pursuant to Iowa law, the undersigned submits this Statement to change the
business entity's registered office and/or registered agent in Iowa. Read the
INSTRUCTIONS on the back of this form before completing the information and
signing below.

1. The NAME of the business entity is: EMCARE OF IOWA, INC.

2. The street address of the CURRENT registered OFFICE as indicated on the
Secretary of State's records is:



1500 Hub Tower, 699 Walnut, Des Moines,     IA    50309
- --------------------------- -----------   ------  -----
                                         
street                       city         state    zip


3. The street address of the NEW registered OFFICE is:



729 Insurance Exchange Building, Des Moines,   IA   50309
- -------------------------------- ----------- -----  -----
                                           
street                            city       state   zip


4. The name of the CURRENT registered AGENT as indicated on the Secretary of
State's records is: National Registered Agents, Inc.

(If more than one AGENT is registered, indicate which one is being replaced.)

5. The name of the NEW registered AGENT is: Corporation Service Company

6. If the REGISTERED AGENT has changed, the NEW Registered Agent must sign here,
consenting to their appointment, or attach their written consent to this form.

                                          Corporation Service Company

                                          By: /s/ Deborah D. Skipper
                                              ---------------------------------
                                              Signature of NEW Registered Agent
                                              Deborah D. Skipper, Asst. V. Pres.

Complete ONLY if the Registered Agent changes.

7. If the REGISTERED AGENT changes the street address of their business office
on this form, the Registered Agent must sign here indicating that NOTICE of the
change has been given to the business entity.

                          Signature of Registered Agent

Complete ONLY if the Registered Agent changes the street address of their
business office.

8. After any/all change(s) are made, the street address of the registered office
and the street address of the business office of the registered agent will be
identical.

9. Signature by authorized representative: /s/ Laura R. Dunlap Date: 8/14/02
                                           -------------------


Print Name and Title:      Laura R. Dunlap                   Attorney in Fact
                           -----------------------------------------------------
                           Name                              Title

EX-3.185

                                                                   Exhibit 3.185

                                     BYLAWS

                                       OF

                              EMCARE OF IOWA, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of EmCare of Iowa, Inc. (the
"Corporation") shall be such registered agent and office as shall from time to
time be established pursuant to the articles of incorporation, as amended from
time to time, of the Corporation (the "Charter") or by resolution of the Board
of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Iowa as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.01. Meetings of Stockholders of the Corporation (the "Stockholders") for
any purpose may be held at such place, within or without the State of Iowa, as
shall be fixed from time to time by the Board, or, if the Board has not so
specified, then at such place as may be fixed by the person or persons calling
the meeting.

     2.02. An annual meeting of the Stockholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Stockholders, a complete
list of the Stockholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Stockholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Stockholder who may be present.

     2.04. Special meetings of the Stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote at the meetings. Business
transacted at all special meetings shall be confined to the objects stated in
the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Stockholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
Stockholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Stockholders, the



Stockholders entitled to vote thereat, present in person or represented by
proxy, shall nevertheless have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At an adjourned session at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders, unless otherwise provided by statute or the Charter. At any
meeting of the Stockholders, every Stockholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Stockholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Stockholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.

     2.10. Any action required by statute to be taken at a meeting of the
Stockholders, or any action which may be taken at a meeting of the Stockholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Stockholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Stockholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Stockholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Stockholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Stockholders at the
annual meeting or a Iowa special meeting called for that purpose, but no
decrease shall have the effect of shortening the term of an incumbent director.
Directors need not be Stockholders or residents of the State of Iowa. The
directors shall be elected at the annual meeting of the Stockholders, except as
hereinafter provided, and each director elected shall hold office until his or
her successor shall be elected and shall qualify.


                                       2



     3.03. At any meeting of Stockholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Stockholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Stockholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Stockholders.

     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Stockholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         EXECUTIVE AND OTHER COMMITTEES

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              MEETINGS OF DIRECTORS

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Iowa.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Stockholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically


                                       3



provided by statute or by the Charter or by these bylaws. If a quorum shall not
be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            COMPENSATION OF DIRECTORS

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Stockholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Stockholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Stockholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.


                                       4



     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              CHAIRMAN OF THE BOARD

     5.06. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             CHIEF EXECUTIVE OFFICER

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           VICE-CHAIRMAN OF THE BOARD

     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Stockholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  THE PRESIDENT

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Stockholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  THE TREASURER

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.


                                       5



     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  OTHER OFFICES

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Stockholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of State of Iowa. Each certificate shall be signed by either the
President or any Vice President then in office and by either the Secretary, an
Assistant Secretary, or any Treasurer then in office, and may be sealed with the
seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, other than the Corporation or an employee of the Corporation,
the signature of any such officer of the Corporation may be a facsimile.
Whenever the Corporation shall be authorized to issue more than one class of
stock, there shall be (1) set forth conspicuously upon the face or back of each
certificate a full statement of (a) all of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and (b) if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences
of the shares of each series so far as the same have been fixed and determined
and the authority of the Board to fix and determine the relative rights and
preferences of subsequent series; or (2) stated conspicuously on the face or
back of the certificate that (a) such a statement is set forth in the Charter on
file in the office of the Secretary of State of Iowa and (b) the Corporation
will furnish a copy of such statement to the record holder of the certificate
without charge upon request to the Corporation at its principal place of
business or registered office. Whenever the Corporation by the Charter has
limited or denied the preemptive rights of Stockholders to acquire unissued or
treasury shares of the Corporation, each certificate (1) shall conspicuously set
forth upon the face or back of such certificate a full statement of the
limitation or denial of preemptive rights contained in the Charter, or (2) shall
conspicuously state on the face or back of the certificate that (a) such
statement is set forth in the Charter on file in the office of the Secretary of
State of Iowa and (b) the Corporation will furnish a copy of such statement to
the record holder of the certificate without charge upon request to the
Corporation at its principal place of business or registered office. If any
restriction on the transfer or the registration of the transfer of shares shall
be imposed or agreed to by the Corporation, as permitted by law, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that such a
restriction exists pursuant to a


                                       6



specified document and (a) that the Corporation will furnish to the record
holder of the certificate without charge upon written request to the corporation
at its principal place of business or registered office a copy of the specified
document, or (b) if such document is one required or permitted to be and has
been filed under the Iowa Business Corporation Act, that such document is on
file in the office of the Secretary of State of Iowa and contains a full
statement of such restriction.

                                LOST CERTIFICATES

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

                               TRANSFER OF SHARES

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by State of Iowa law, it shall be the duty of the Corporation
or the transfer agent of the Corporation to register the transfer as requested.

                             REGISTERED STOCKHOLDERS

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Stockholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.


                                       7



                                    RESERVES

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     CHECKS

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       EXECUTION OF CONTRACTS, DEEDS, ETC.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   FISCAL YEAR

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              VOTING OF SECURITIES

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 INDEMNIFICATION

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, arbitral, administrative, or investigative, any appeal in such action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding, because such person is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief


                                       8



that he has met the standard of conduct necessary for indemnification and (ii) a
written undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the stockholders with or before the notice or waiver of notice of the
next Stockholder's meeting or with or before the next submission to Stockholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Stockholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Stockholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1)  the Charter or statute reserves the power exclusively to the
               Stockholders in whole or part; or

          (2)  the Stockholders in amending, repealing or adopting a particular
               bylaw expressly provide that the Board may not amend or repeal
               such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Stockholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Stockholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                       9

EX-3.186

                                                                  Exhibit 3.186

                            ARTICLES OF INCORPORATION
                                       OF
                            EMCARE OF KENTUCKY, INC.

     The undersigned, a natural person of the age of eighteen years or more,
acting as incorporator of a corporation under the Kentucky Business Corporation
Act, hereby adopts the following Articles of Incorporation for EMCARE OF
KENTUCKY, INC. (the "Corporation").

                                   ARTICLE ONE
                                      NAME

     The name of this Corporation is "EMCARE OF KENTUCKY, INC."

                                   ARTICLE TWO
                                    DURATION

     The period of the Corporation's duration is perpetual.

                                  ARTICLE THREE
                                     PURPOSE

     The purpose for which the Corporation is organized is the transaction of
any and all lawful business for which corporations may be incorporated under the
Kentucky Business Corporation Act.

                                  ARTICLE FOUR
                               ISSUANCE OF SHARES

     The aggregate number of shares which the Corporation shall have authority
to issue is One Thousand (1,000) shares of Common Stock of the par value of
$0.01 per share.

                                  ARTICLE FIVE
                                  INCORPORATOR

     The name and address of the incorporator of the Corporation is:

                Name                                Address
                ----                                -------
        William F. Miller, III            1717 Main Street, Suite 5200
                                          Dallas, Texas  75201

                                   ARTICLE SIX
                           DENIAL OF PREEMPTIVE RIGHTS

     No shareholder of the Corporation shall, by reason of such shareholder
holding shares of any class, have any preemptive or preferential right to
purchase or subscribe for any shares of any class of the Corporation, now or
hereafter to be authorized, or any notes, debentures, bonds,



or other securities convertible into or carrying options or warrants to purchase
shares of any class, now or hereafter to be authorized, whether or not the
issuance or sale of any such shares, or such notes, debentures, bonds, or other
securities, would adversely affect the dividend or voting rights of such
shareholder of the Corporation, other than such rights, if any, as the board of
directors, in its discretion, may grant to the shareholders to purchase such
additional, unissued, or treasury securities; and the Corporation may issue or
sell additional unissued or treasury shares of any class of the Corporation, or
any notes, debentures, bonds, or other securities convertible into or carrying
options or warrants to purchase shares of any class, without offering the same
in whole or in part to the existing shareholders of any class.

                                  ARTICLE SEVEN
                           DENIAL OF CUMULATIVE VOTING

     When electing directors of the Corporation, a shareholder of the
Corporation shall not be permitted to cumulate such shareholder's votes.

                                  ARTICLE EIGHT
                                REGISTERED OFFICE

     The street address of the registered office of the Corporation is 400 West
Market Street, Suite 1800, Louisville, Kentucky 40202, and the name of its
registered agent as such address is National Registered Agents, Inc.

                                  ARTICLE NINE
                                PRINCIPAL OFFICE

     The mailing address of the Corporation's principal office is 1717 Main
Street, Suite 5200, Dallas, Texas 75201.

                                   ARTICLE TEN
                      REQUIRED SHAREHOLDER VOTE AND CONSENT

     Except as otherwise required by law, the affirmative vote of the holders of
a majority of the issued and outstanding shares of the Corporation shall decide
any matter submitted to a vote of the shareholders of the Corporation. The
holders of a majority of the issued and outstanding shares of the Corporation
may take any action that the shareholders of the Corporation are permitted or
required to take at a meeting pursuant to a consent setting forth the action
taken that such holders sign.

                                 ARTICLE ELEVEN
                                 INDEMNIFICATION

     The Corporation shall, to the full extent permitted by law, (i) indemnify
any person who was, is or is threatened to be made a named defendant or
respondent to any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, any appeal in such
action, suit or proceeding, and any inquiry or investigation that could lead to
such an action, suit, or proceeding, because such person is or was a director or
officer of the Corporation, or, while a director or officer of the Corporation,
is or was serving at the request of

                                       2



the Corporation as a director, officer, partner, venturer, proprietor, trustee,
employee, agent, or similar functionary of another Corporation, partnership,
joint venture, sole proprietorship, trust, employee benefit plan, or other
enterprise, against judgments, penalties (including excise and similar taxes),
fines, settlements, and reasonable expenses (including attorneys fees) actually
incurred by such person in connection with such action, suit, or proceeding and
(ii) advance reasonable expenses to such person in connection with such action,
suit or proceeding. The rights provided in this Article shall not be deemed
exclusive of any other rights permitted by law, to which such person may be
entitled under any provision of the bylaws of the Corporation, a resolution of
shareholders or directors of the Corporation, an agreement, or otherwise.

                                 ARTICLE TWELVE
                         IMITATION OF DIRECTOR LIABILITY

     No director of the Corporation shall be liable to the Corporation or its
shareholders for monetary damages for any act or omission in such director's
capacity as director, except to the extent such director is found liable for (i)
a breach of such director's duty of loyalty to the Corporation or its
shareholders; (ii) an act or omission not in good faith that constitutes a
breach of duty of such director to the Corporation or an act or omission that
involves intentional misconduct or a knowing violation of the law; (iii) a
transaction for which such director received an improper benefit, whether or not
the benefit resulted from an action taken within the scope of such director's
office; or (iv) an act or omission for which the liability of a director is
expressly provided by an applicable statute. No repeal or modification of this
ARTICLE TWELVE shall adversely affect any right or protection of a director of
the Corporation existing by virtue of this ARTICLE TWELVE at the time of such
repeal or modification.

     IN WITNESS WHEREOF, I have hereunto set my hand, the ___ day of
____________________, 1998.


                                          ------------------------------------
                                          William F. Miller, III, Incorporator

                                      3

EX-3.187

                                                                   Exhibit 3.187

                                     BYLAWS

                                       OF

                            EMCARE OF KENTUCKY, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of EMCARE OF KENTUCKY, INC. (the
"Corporation") shall be such registered agent and office as shall from time to
time be established pursuant to the articles of incorporation, as amended from
time to time, of the Corporation (the "Charter") or by resolution of the Board
of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Kentucky as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.01. Meetings of Stockholders of the Corporation (the "Stockholders") for
any purpose may be held at such place, within or without the State of Kentucky,
as shall be fixed from time to time by the Board, or, if the Board has not so
specified, then at such place as may be fixed by the person or persons calling
the meeting.

     2.02. An annual meeting of the Stockholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Stockholders, a complete
list of the Stockholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Stockholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Stockholder who may be present.

     2.04. Special meetings of the Stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote at the meetings. Business
transacted at all special meetings shall be confined to the objects stated in
the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Stockholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
Stockholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Stockholders, the



Stockholders entitled to vote thereat, present in person or represented by
proxy, shall nevertheless have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At an adjourned session at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders, unless otherwise provided by statute or the Charter. At any
meeting of the Stockholders, every Stockholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Stockholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Stockholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.

     2.10. Any action required by statute to be taken at a meeting of the
Stockholders, or any action which may be taken at a meeting of the Stockholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Stockholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Stockholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Stockholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Stockholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Stockholders at the
annual meeting or a Kentucky special meeting called for that purpose, but no
decrease shall have the effect of shortening the term of an incumbent director.
Directors need not be Stockholders or residents of the State of Kentucky. The
directors shall be elected at the annual meeting of the Stockholders, except as
hereinafter provided, and each director elected shall hold office until his or
her successor shall be elected and shall qualify.


                                       2



     3.03. At any meeting of Stockholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Stockholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Stockholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Stockholders.

     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Stockholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         EXECUTIVE AND OTHER COMMITTEES

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              MEETINGS OF DIRECTORS

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Kentucky.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Stockholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically


                                       3



provided by statute or by the Charter or by these bylaws. If a quorum shall not
be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            COMPENSATION OF DIRECTORS

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Stockholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Stockholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Stockholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.


                                       4



     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              CHAIRMAN OF THE BOARD

     5.06. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             CHIEF EXECUTIVE OFFICER

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           VICE-CHAIRMAN OF THE BOARD

     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Stockholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  THE PRESIDENT

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Stockholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  THE TREASURER

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.


                                       5



     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  OTHER OFFICES

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Stockholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of State of Kentucky. Each certificate shall be signed by either the
President or any Vice President then in office and by either the Secretary, an
Assistant Secretary, or any Treasurer then in office, and may be sealed with the
seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, other than the Corporation or an employee of the Corporation,
the signature of any such officer of the Corporation may be a facsimile.
Whenever the Corporation shall be authorized to issue more than one class of
stock, there shall be (1) set forth conspicuously upon the face or back of each
certificate a full statement of (a) all of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and (b) if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences
of the shares of each series so far as the same have been fixed and determined
and the authority of the Board to fix and determine the relative rights and
preferences of subsequent series; or (2) stated conspicuously on the face or
back of the certificate that (a) such a statement is set forth in the Charter on
file in the office of the Secretary of State of Kentucky and (b) the Corporation
will furnish a copy of such statement to the record holder of the certificate
without charge upon request to the Corporation at its principal place of
business or registered office. Whenever the Corporation by the Charter has
limited or denied the preemptive rights of Stockholders to acquire unissued or
treasury shares of the Corporation, each certificate (1) shall conspicuously set
forth upon the face or back of such certificate a full statement of the
limitation or denial of preemptive rights contained in the Charter, or (2) shall
conspicuously state on the face or back of the certificate that (a) such
statement is set forth in the Charter on file in the office of the Secretary of
State of Kentucky and (b) the Corporation will furnish a copy of such statement
to the record holder of the certificate without charge upon request to the
Corporation at its principal place of business or registered office. If any
restriction on the transfer or the registration of the transfer of shares shall
be imposed or agreed to by the Corporation, as permitted by law, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that such a
restriction exists pursuant


                                       6



to a specified document and (a) that the Corporation will furnish to the record
holder of the certificate without charge upon written request to the corporation
at its principal place of business or registered office a copy of the specified
document, or (b) if such document is one required or permitted to be and has
been filed under the Kentucky Business Corporation Act, that such document is on
file in the office of the Secretary of State of Kentucky and contains a full
statement of such restriction.

                                LOST CERTIFICATES

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

                               TRANSFER OF SHARES

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by State of Kentucky law, it shall be the duty of the
Corporation or the transfer agent of the Corporation to register the transfer as
requested.

                             REGISTERED STOCKHOLDERS

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Stockholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.


                                       7



                                    RESERVES

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     CHECKS

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       EXECUTION OF CONTRACTS, DEEDS, ETC.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   FISCAL YEAR

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              VOTING OF SECURITIES

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 INDEMNIFICATION

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, arbitral, administrative, or investigative, any appeal in such action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding, because such person is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief


                                       8



that he has met the standard of conduct necessary for indemnification and (ii) a
written undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the stockholders with or before the notice or waiver of notice of the
next Stockholder's meeting or with or before the next submission to Stockholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Stockholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Stockholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1)  the Charter or statute reserves the power exclusively to the
               Stockholders in whole or part; or

          (2)  the Stockholders in amending, repealing or adopting a particular
               bylaw expressly provide that the Board may not amend or repeal
               such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Stockholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Stockholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                       9

EX-3.188

                                                                   Exhibit 3.188


                            ARTICLES OF INCORPORATION
                                  (R.S. 12:24)

Domestic Business Corporation        Return to: Corporations Division
Enclose $60.00 filing fee                       P.O. Box 94125
Make remittance payable to                      Baton Rouge, LA  70804-9125
Secretary of State                              Phone (504) 925-4704
Do not send cash

STATE OF LOUISIANA
                     PARISH OF ___________________________

1.    The name of this corporation is: EmCare of Louisiana, Inc.

2.    This corporation is formed for the purpose of: (check one)

      [x]   Engaging in any lawful activity for which corporations may be
            formed.

      [ ]   ____________________________________________________________________
                 (use for limiting corporate activity)

3.    The duration of this corporation is: (may be perpetual) perpetual

4.    The aggregate number of shares which the corporation shall have authority
      to issue is:

                                      1,000

5.    The shares shall consist of one class only and the par value of each share
      is $0.01 (shares may be without par value) per share.

6.    The full name and post office address of each incorporator is:

           William F. Miller, III
           1717 Main Street, Suite 5200
           Dallas, TX 75201

7.    Other provisions: _______________________________________________________
           see attached rider

8.    The corporation's federal tax identification number is: Applied For

THUS DONE AND PASSED in my office in Dallas, Texas on this the 26th day of March
, 19 98 , in my presence and in the presence of the undersigned witnesses who
sign their names with me, Notary, after due reading of the whole.

                                      Incorporator's Signature:

                                                 /s/ William F. Miller, III
_____________________________         ------------------------------------------



           Witness                    William F. Miller, III

______________________________        __________________________________________
           Witness

                             /s/ Anne B. Turner
                             ---------------------------------
                                          Notary



                                    EXHIBIT A

Mandatory Redemption of Shares of Deceased. In the event that a shareholder of
the corporation dies or becomes no longer qualified to own shares in the
corporation, the corporation shall redeem all of the shares of Common Stock
owned by said shareholder for a purchase price of $1.00 per share.

Preemptive Rights. No share shall bear any preemptive right of its shareholder
to acquire additional shares.

No Cumulative Voting Rights. The holders of shares of each and every class and
series in the corporation shall not be entitled to cumulative voting rights in
the election of directors of the corporation, in any and all circumstances.



                             CONSENT TO USE OF NAME

      EmCare, Inc., a corporation duly organized and existing under the laws of
the State of Delaware and qualified in the State of Louisiana, does hereby
consent to the use of name and incorporation of EmCare of Louisiana, Inc. in the
state of Louisiana.

                                           EMCARE, INC.

                                           By:       /s/ William F. Miller, III
                                              ----------------------------------
                                           William F. Miller, III, President


\
                             DISCLOSURE OF OWNERSHIP
                   (R.S. 12:23 E, 12.205 E and 12:304 A (II))

STATE OF TEXAS                                             COUNTY OF DALLAS

      BEFORE ME, the undersigned Notary in and for the parish herein above
shown, personally came and appeared the undersigned who, after being duly sworn,
did depose and say that:

                            EmCare of Louisiana, Inc.
- --------------------------------------------------------------------------------
                                Corporation Name

is contracting with the state and listed below are the names and addresses of
all persons or corporate entities who hold ownership interest of five percent or
more in the corporation or who hold by proxy the voting power of five percent or
more in the corporation and, if anyone is holding stock in his own name that
actually belongs to another, the name of the person for whom held, including
stock held pursuant to a counterletter.

1.         Persons or corporate entities owning 5% or more:

           EmCare, Inc., 1717 Main Street, Suite 5200, Dallas, Texas  75201
- --------------------------------------------------------------------------------
           Name                                        Address

________________________________________________________________________________
           Name                                        Address

________________________________________________________________________________
           Name                                        Address

2.         Persons or corporate entities who hold by proxy the voting power of
           5% or more:

________________________________________________________________________________
           Name                                        Address

________________________________________________________________________________
           Name                                        Address

________________________________________________________________________________
           Name                                        Address

3.         Stock held for others and for whom held:

________________________________________________________________________________
           Name                                        Address

________________________________________________________________________________
           For Whom Held                               Address

________________________________________________________________________________
           Name                                        Address

________________________________________________________________________________
           For Whom Held                               Address

________________________________________________________________________________
           Name                                        Address

________________________________________________________________________________
           For Whom Held                               Address

Sworn to and subscribed before me at Dallas, Texas this 27th day of April , 19
98 . EmCare of Louisiana, Inc.



By:        /s/ William F. Miller, III                   /s/ Anne B. Turner
   ---------------------------------------              ------------------------
Corporation Representative                                     Notary
William F. Miller, III, President



                       NOTICE OF NEW ADDRESS OF REGISTERED
                          AGENT FOR SERVICE OF PROCESS

To: The Secretary of State for the State of Louisiana

      Notice is hereby given pursuant to LA. R.S. Title 12:104; 308; 236; 1308;
1350 and 3424 of the new address of National Registered Agents, Inc. in the
State of Louisiana where process may be served for profit and non-profit
corporations, limited liability companies and limited partnerships represented
by National Registered Agents, Inc. as shown on the records of the Secretary of
State.

      The agent for service of process, National Registered Agents, Inc., was
formerly located at 3500 Highway 190, Mandeville, LA 70471-3124. The new address
for the said agent for service of process, National Registered Agents, Inc., is
225 St. Ann Drive, Mandeville, LA 70471-3219.

      Notice is also given pursuant to LA. R.S. Title 12:104; 308; 236; 1308;
1350 and 3424 that the registered office of each profit and non-profit
corporation, limited liability company and limited partnership shown on the
records of the Secretary of State to be represented by National Registered
Agents, Inc. and designating 3500 Highway 190, Mandeville, LA 70471-3124, is
changed to 225 St. Ann Drive, Mandeville, LA 70471-3219.

      All such entities may now be served at the new address of the agent for
service of process as set forth, as of August 6, 1999.

      I, Dennis E. Howarth, President of the said agent, hereby declare the
contents of this Notice true to the best of my knowledge and belief, as of this
2nd day of August, 1999.

                                         National Registered Agents, Inc.

                                                    /s/ Dennis E. Howarth
                                         ---------------------------------------
                                         Dennis E. Howarth, President



                      NOTICE OF CHANGE OF REGISTERED OFFICE
                        AND/OR CHANGE OF REGISTERED AGENT
                             (R.S. 12:104 & 12:236)

Domestic Business Corporation          Return to: Corporations Division
(Business or Non-Profit)                          P.O. Box 94125
Enclose $20.00 filing fee                         Baton Rouge, LA  70804-9125
Make remittance payable to                        Phone (225) 925-4704
Secretary of State                                Web Site:  www.sec.state.la.us
Do Not Send Cash

Corporation Name: ______________________________________________________________
           EMCARE OF LOUISIANA, INC.

                     CHANGE OF LOCATION OF REGISTERED OFFICE

Notice is hereby given that the Board of Directors of the above named
corporation has authorized a change in the location of the corporation's
registered office. The new registered office is located at:
__________________________________________

           _____________________________________________________________________
           To be signed by one (1) officer or two (2) directors     Date

                           CHANGE OF REGISTERED AGENTS

Notice is hereby given that the Board of Directors of the above named
corporation has authorized the change of the corporation's registered agent(s).
The name(s) and address(es) of the new registered agent(s) is/are as follows:
Corporation Service Company
320 Somerulos Street
Baton Rouge, LA  70802-6129

                    /s/ Laura R. Dunlap                       08/14/02
                  --------------------------------------------------------------
                    President, Vice President or Secretary    Date
                    LAURA R. DUNLAP, Vice President

               AGENT'S AFFIDAVIT AND ACKNOWLEDGEMENT OF ACCEPTANCE

I hereby acknowledge and accept the appointment of registered agent(s) for and
on behalf of the above named corporation.

                       Corporation Service Company

                       /s/ Deborah D. Skipper
                   -------------------------------------------------------------

Sworn to and subscribed before me, the undersigned Notary Public, on this date:
Aug. 20, 2002

                   /s/ Ta-Tanisha G. Adams
                   -----------------------
                             Notary
                      TA-TANISHA G. ADAMS

EX-3.189

                                                                   Exhibit 3.189

                                     BYLAWS

                                       OF

                            EMCARE OF LOUISIANA, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of EMCARE OF LOUISIANA, INC. (the
"Corporation") shall be such registered agent and office as shall from time to
time be established pursuant to the articles of incorporation, as amended from
time to time, of the Corporation (the "Charter") or by resolution of the Board
of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Louisana as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.01. Meetings of Stockholders of the Corporation (the "Stockholders") for
any purpose may be held at such place, within or without the State of Louisana,
as shall be fixed from time to time by the Board, or, if the Board has not so
specified, then at such place as may be fixed by the person or persons calling
the meeting.

     2.02. An annual meeting of the Stockholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Stockholders, a complete
list of the Stockholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Stockholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Stockholder who may be present.

     2.04. Special meetings of the Stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote at the meetings. Business
transacted at all special meetings shall be confined to the objects stated in
the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Stockholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
Stockholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Stockholders, the



Stockholders entitled to vote thereat, present in person or represented by
proxy, shall nevertheless have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At an adjourned session at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders, unless otherwise provided by statute or the Charter. At any
meeting of the Stockholders, every Stockholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Stockholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Stockholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.

     2.10. Any action required by statute to be taken at a meeting of the
Stockholders, or any action which may be taken at a meeting of the Stockholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Stockholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Stockholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Stockholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Stockholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Stockholders at the
annual meeting or a Louisana special meeting called for that purpose, but no
decrease shall have the effect of shortening the term of an incumbent director.
Directors need not be Stockholders or residents of the State of Louisana. The
directors shall be elected at the annual meeting of the Stockholders, except as
hereinafter provided, and each director elected shall hold office until his or
her successor shall be elected and shall qualify.


                                        2



     3.03. At any meeting of Stockholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Stockholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Stockholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Stockholders.

     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Stockholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         EXECUTIVE AND OTHER COMMITTEES

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              MEETINGS OF DIRECTORS

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Louisana.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Stockholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically


                                        3



provided by statute or by the Charter or by these bylaws. If a quorum shall not
be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            COMPENSATION OF DIRECTORS

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Stockholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Stockholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Stockholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.


                                        4



     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              CHAIRMAN OF THE BOARD

     5.06. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             CHIEF EXECUTIVE OFFICER

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           VICE-CHAIRMAN OF THE BOARD

     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Stockholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  THE PRESIDENT

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Stockholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  THE TREASURER

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.


                                        5



     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  OTHER OFFICES

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Stockholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of State of Louisana. Each certificate shall be signed by either the
President or any Vice President then in office and by either the Secretary, an
Assistant Secretary, or any Treasurer then in office, and may be sealed with the
seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, other than the Corporation or an employee of the Corporation,
the signature of any such officer of the Corporation may be a facsimile.
Whenever the Corporation shall be authorized to issue more than one class of
stock, there shall be (1) set forth conspicuously upon the face or back of each
certificate a full statement of (a) all of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and (b) if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences
of the shares of each series so far as the same have been fixed and determined
and the authority of the Board to fix and determine the relative rights and
preferences of subsequent series; or (2) stated conspicuously on the face or
back of the certificate that (a) such a statement is set forth in the Charter on
file in the office of the Secretary of State of Louisana and (b) the Corporation
will furnish a copy of such statement to the record holder of the certificate
without charge upon request to the Corporation at its principal place of
business or registered office. Whenever the Corporation by the Charter has
limited or denied the preemptive rights of Stockholders to acquire unissued or
treasury shares of the Corporation, each certificate (1) shall conspicuously set
forth upon the face or back of such certificate a full statement of the
limitation or denial of preemptive rights contained in the Charter, or (2) shall
conspicuously state on the face or back of the certificate that (a) such
statement is set forth in the Charter on file in the office of the Secretary of
State of Louisana and (b) the Corporation will furnish a copy of such statement
to the record holder of the certificate without charge upon request to the
Corporation at its principal place of business or registered office. If any
restriction on the transfer or the registration of the transfer of shares shall
be imposed or agreed to by the Corporation, as permitted by law, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that such a
restriction exists pursuant


                                        6



to a specified document and (a) that the Corporation will furnish to the record
holder of the certificate without charge upon written request to the corporation
at its principal place of business or registered office a copy of the specified
document, or (b) if such document is one required or permitted to be and has
been filed under the Louisana Business Corporation Act, that such document is on
file in the office of the Secretary of State of Louisana and contains a full
statement of such restriction.

                                LOST CERTIFICATES

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

                               TRANSFER OF SHARES

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by State of Louisana law, it shall be the duty of the
Corporation or the transfer agent of the Corporation to register the transfer as
requested.

                             REGISTERED STOCKHOLDERS

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Stockholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.


                                        7



                                    RESERVES

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     CHECKS

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       EXECUTION OF CONTRACTS, DEEDS, ETC.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   FISCAL YEAR

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              VOTING OF SECURITIES

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 INDEMNIFICATION

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, arbitral, administrative, or investigative, any appeal in such action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding, because such person is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief


                                        8



that he has met the standard of conduct necessary for indemnification and (ii) a
written undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the stockholders with or before the notice or waiver of notice of the
next Stockholder's meeting or with or before the next submission to Stockholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Stockholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Stockholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1)  the Charter or statute reserves the power exclusively to the
               Stockholders in whole or part; or

          (2)  the Stockholders in amending, repealing or adopting a particular
               bylaw expressly provide that the Board may not amend or repeal
               such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Stockholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Stockholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                        9

EX-3.190

                                                                   Exhibit 3.190

DOMESTIC
BUSINESS CORPORATION

STATE OF MAINE
ARTICLES OF INCORPORATION
(Mark box only if applicable)

[ ] This is a professional corporation** formed pursuant to 13 MRSA Chapter 22-A
to provide the following professional services:

___________________________________

___________________________________
(type of professional services)

Pursuant to 13-C MRSA Section 202, the undersigned executes and delivers the
following Articles of Incorporation:

FIRST:   The name of the corporation is Emcare of Maine, Inc.

SECOND:  The name of the initial Clerk, who must be a Maine resident, and the
         address of the initial registered office shall be:

         Severin Beliveau               __________________________

                                     (name)

         45 Memorial Circle, Augusta, ME  04330
         (physical location, not P.O. Box - street, city, state and zip code)

         _____________________________________________
         (mailing address if different from above)

THIRD:   ("X" one box only)

      [x]   There shall be only one class of shares. The number of authorized
            shares is 1000.

            (Optional) Name of class: Common

      [ ]   There shall be two or more classes or series of shares. The
            information required by Section 601 concerning each such class and
            series is set forth in Exhibit __ attached hereto and made a part
            hereof.

FOURTH:  ("X" one box only)

                                       1



      [x]   The corporation will have a board of directors.

      [ ]   There will be no directors; the business of the Corporation will
            be managed by shareholders. (Section 743)

FIFTH:  (For corporations with directors, each of the following provisions is
         optional - "X" only if applicable)

      [x]   The number of directors is limited as follows: not fewer than 1 nor
            more than 3 directors. (Section 803)

      [ ]   To the fullest extent permitted by Section 202.2.D., a director
            shall have no liability to the Corporation or its shareholders for
            money damages for an action taken or a failure to take an action as
            a director.

      [ ]   Except as otherwise specified by contract or in its bylaws, the
            Corporation shall in all cases provide indemnification (including
            advances of expenses) to its directors and officers to the fullest
            extent permitted by law. (Sections 202, 857 and 859)

SIXTH:  ("X" only if applicable)

      [  ]  The Corporation elects to have preemptive rights as defined in
             Section 641.

SEVENTH:   Name and address of each incorporator is set forth below or on
           Exhibit __ attached hereto:

Todd G. Zimmerman                               1717 Main Street, Suite 5200
- -----------------------------------        -------------------------------------
(type or print name)                       (street or mailing address)

                                                Dallas, Texas  75201
                                           -----------------------------------
                                           (city, state and zip code)

__________________________________         _____________________________________
(type or print name)                       (street or mailing address)

                                           _____________________________________
                                           (city, state and zip code)

__________________________________         _____________________________________
(type or print name)                       (street or mailing address)

                                           _____________________________________
                                           (city, state and zip code)

                                       2



EIGHTH: ("X" only if applicable)

      [ ] Additional provisions of these Articles of Incorporation are set forth
in Exhibit __ attached hereto and made apart hereof. [Section 202)

DATED:  08/07/03                              *By /s/ Todd G. Zimmerman
                                                  -------------------------
                                                     (signature of incorporator)

                                              Todd G. Zimmerman, Incorporator
                                              ----------------------------------
                                              (type or print name and capacity)
Acceptance of Appointment of Clerk

The undersigned hereby accepts the appointment for the above-named domestic
business corporation.

DATED  8/26/63

/s/  X                                          /s/  X
- ------------------------------------            --------------------------------
           (Signature of clerk)                 (type or print name)

Note: Unless the Clerk is signing here to accept appointment as clerk, Form
MBCA-18 (Section 501.3) must accompany this document.

**The professional corporation name must contain one of the following:
"chartered," "professional corporation," "professional association" or "service
corporation" or the abbreviation "P.C.," "P.A." or "S.C.".

*These articles must be dated and executed by an incorporator pursuant to the
provisions of Section 121.5.

Please remit your payment made payable to the Maine Secretary of State.

SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE, 101
STATE HOUSE STATION, AUGUSTA, ME 04333-0101 TEL. (207) 624-7740

                                       3

EX-3.191

                                                                   Exhibit 3.191

                                     BYLAWS

                                       OF

                              EMCARE OF MAINE, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of EmCare of Maine, Inc. (the
"Corporation") shall be such registered agent and office as shall from time to
time be established pursuant to the articles of incorporation, as amended from
time to time, of the Corporation (the "Charter") or by resolution of the Board
of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Maine as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.01. Meetings of Stockholders of the Corporation (the "Stockholders") for
any purpose may be held at such place, within or without the State of Maine, as
shall be fixed from time to time by the Board, or, if the Board has not so
specified, then at such place as may be fixed by the person or persons calling
the meeting.

     2.02. An annual meeting of the Stockholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Stockholders, a complete
list of the Stockholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Stockholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Stockholder who may be present.

     2.04. Special meetings of the Stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote at the meetings. Business
transacted at all special meetings shall be confined to the objects stated in
the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Stockholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
Stockholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Stockholders, the



Stockholders entitled to vote thereat, present in person or represented by
proxy, shall nevertheless have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At an adjourned session at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders, unless otherwise provided by statute or the Charter. At any
meeting of the Stockholders, every Stockholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Stockholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Stockholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.

     2.10. Any action required by statute to be taken at a meeting of the
Stockholders, or any action which may be taken at a meeting of the Stockholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Stockholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Stockholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Stockholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Stockholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Stockholders at the
annual meeting or a Maine special meeting called for that purpose, but no
decrease shall have the effect of shortening the term of an incumbent director.
Directors need not be Stockholders or residents of the State of Maine. The
directors shall be elected at the annual meeting of the Stockholders, except as
hereinafter provided, and each director elected shall hold office until his or
her successor shall be elected and shall qualify.


                                       2



     3.03. At any meeting of Stockholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Stockholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Stockholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Stockholders.

     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Stockholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         EXECUTIVE AND OTHER COMMITTEES

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              MEETINGS OF DIRECTORS

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Maine.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Stockholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically


                                       3



provided by statute or by the Charter or by these bylaws. If a quorum shall not
be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            COMPENSATION OF DIRECTORS

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Stockholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Stockholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Stockholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.


                                       4



     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              CHAIRMAN OF THE BOARD

     5.06. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             CHIEF EXECUTIVE OFFICER

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           VICE-CHAIRMAN OF THE BOARD

     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Stockholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  THE PRESIDENT

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Stockholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  THE TREASURER

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.


                                       5



     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  OTHER OFFICES

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Stockholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of State of Maine. Each certificate shall be signed by either the
President or any Vice President then in office and by either the Secretary, an
Assistant Secretary, or any Treasurer then in office, and may be sealed with the
seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, other than the Corporation or an employee of the Corporation,
the signature of any such officer of the Corporation may be a facsimile.
Whenever the Corporation shall be authorized to issue more than one class of
stock, there shall be (1) set forth conspicuously upon the face or back of each
certificate a full statement of (a) all of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and (b) if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences
of the shares of each series so far as the same have been fixed and determined
and the authority of the Board to fix and determine the relative rights and
preferences of subsequent series; or (2) stated conspicuously on the face or
back of the certificate that (a) such a statement is set forth in the Charter on
file in the office of the Secretary of State of Maine and (b) the Corporation
will furnish a copy of such statement to the record holder of the certificate
without charge upon request to the Corporation at its principal place of
business or registered office. Whenever the Corporation by the Charter has
limited or denied the preemptive rights of Stockholders to acquire unissued or
treasury shares of the Corporation, each certificate (1) shall conspicuously set
forth upon the face or back of such certificate a full statement of the
limitation or denial of preemptive rights contained in the Charter, or (2) shall
conspicuously state on the face or back of the certificate that (a) such
statement is set forth in the Charter on file in the office of the Secretary of
State of Maine and (b) the Corporation will furnish a copy of such statement to
the record holder of the certificate without charge upon request to the
Corporation at its principal place of business or registered office. If any
restriction on the transfer or the registration of the transfer of shares shall
be imposed or agreed to by the Corporation, as permitted by law, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that such a
restriction exists pursuant to a


                                       6



specified document and (a) that the Corporation will furnish to the record
holder of the certificate without charge upon written request to the corporation
at its principal place of business or registered office a copy of the specified
document, or (b) if such document is one required or permitted to be and has
been filed under the Maine Business Corporation Act, that such document is on
file in the office of the Secretary of State of Maine and contains a full
statement of such restriction.

                                LOST CERTIFICATES

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

                               TRANSFER OF SHARES

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by State of Maine law, it shall be the duty of the
Corporation or the transfer agent of the Corporation to register the transfer as
requested.

                             REGISTERED STOCKHOLDERS

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Stockholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.


                                       7



                                    RESERVES

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     CHECKS

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       EXECUTION OF CONTRACTS, DEEDS, ETC.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   FISCAL YEAR

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              VOTING OF SECURITIES

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 INDEMNIFICATION

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, arbitral, administrative, or investigative, any appeal in such action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding, because such person is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief


                                       8



that he has met the standard of conduct necessary for indemnification and (ii) a
written undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the stockholders with or before the notice or waiver of notice of the
next Stockholder's meeting or with or before the next submission to Stockholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Stockholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Stockholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1)  the Charter or statute reserves the power exclusively to the
               Stockholders in whole or part; or

          (2)  the Stockholders in amending, repealing or adopting a particular
               bylaw expressly provide that the Board may not amend or repeal
               such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Stockholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Stockholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                       9

EX-3.192

                                                                   Exhibit 3.192

       MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU

Date Received _________                                    (FOR BUREAU USE ONLY)

Name _____________________

     PH. 517-663-2525 Ref. #82543
     Attn: Cheryl J. Bixby
     MICHIGAN RUNNER SERVICE
     P.O. Box 266   Zip Code
     Eaton Rapids, MI 48827-0266                       EFFECTIVE DATE: _________

Document will be returned to the name and address you enter above.

                                                                         530-905

                            ARTICLES OF INCORPORATION
                     For use by Domestic Profit Corporations
           (Please read information and instructions on the last page)

     Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned
corporation executes the following Articles:

ARTICLE I

The name of the corporation is:

     EmCare of Michigan, Inc.

ARTICLE II

The purpose or purposes for which the corporation is formed is to engage in any
activity within the purposes for which corporations may be formed under the
Business Corporation Act of Michigan.

ARTICLE III

The total authorized shares:

1.   Common Shares      1,000
     Preferred Shares

2.   A statement of all or any of the relative rights, preferences and
     limitations of the shares of each class is as follows: Refer to
     continuation of this Article on Page 3.

GOLD SEAL APPEARS ONLY ON ORIGINAL



ARTICLE IV

1.   The address of the registered office is:

     501 South Capitol Avenue, Suite 305,   Lansing, Michigan   48933
     (Street Address)                       (City)              (ZIP Code)

2.   The mailing address of the registered office, if different than above:

     ____________________________   ________, Michigan   __________
     (Street Address or P.O. Box)   (City)               (ZIP Code)

3.   The name of the resident agent at the registered office is:
     National Registered Agents, Inc.

ARTICLE V

The name(s) and address(es) of the incorporator(s) is (are) as follows:



Name                               Resident or Business Address
- ----                     -----------------------------------------------
                      
William F. Miller, III   1717 Main Street, Suite 5200, Dallas, TX 75201


ARTICLE VI (Optional. Delete if not applicable)

ARTICLE VI (Optional. Delete if not applicable)

Any action required or permitted by the Act to be taken at an annual or special
meeting of shareholders may be taken without a meeting, without prior notice,
and without a vote, if consents in writing, setting forth the action so taken,
are signed by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take the action at a
meeting at which all shares entitled to vote on the action were present and
voted. The written consents shall bear the date of signature of each shareholder
who signs the consent. No written consents shall be effective to take the
corporate action referred to unless, within 60 days after the record date for
determining shareholders entitled to express consent to or to dissent from a
proposal without a meeting, written consents dated not more than 10 days before
the record date and signed by a sufficient number of shareholders to take the
action are delivered to the corporation. Delivery shall be to the corporation's
registered office, its principal place of business, or an officer or agent of
the corporation having custody of the minutes of the proceedings of its
shareholders. Delivery made to a corporation's registered office shall be by
hand or by certified or registered mail, return receipt requested.



Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to shareholders who would have
been entitled to notice of the shareholder meeting if the action had been taken
at a meeting and who have not consented in writing.

Use space below for additional Articles or for continuation of previous
Articles. Please identify any Article being continued or added. Attach
additional pages if needed.

Article III continued

Mandatory Redemption of Shares of Deceased. In the event that a shareholder of
the corporation dies or becomes no longer qualified to own shares in the
corporation, the corporation shall redeem all of the shares of Coupon Stock
owned by said shareholder for a purchase price of $1.00 per share.

Preemptive Rights. No share shall bear any preemptive right of its shareholder
to acquire additional shares.

No Cumulative Voting Rights. The holders of shares of each and every class and
series in the corporation shall not be entitled to cumulative voting rights in
the election of directors of the corporation, in any and all circumstances.

I, the incorporator sign my name this 9th day of April, 1998.


                                        /s/ William F. Miller, III
                                        ----------------------------------------
                                        William F. Miller, III



              MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
               CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU

Date Received                           (FOR BUREAU USE ONLY)

                                        This document is effective on the date
                                        filed, unless a subsequent effective
                                        date within 90 days after received date
                                        is stated in the document.

Name
National Registered Agents, Inc.

Address
P.O. Box 927

City            State   Zip Code
West Windsor,   NJ      08550-0927                     Effective Date: _________

Document will be returned to the name and address you enter above.

If left blank document will be mailed to the registered office.

   CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT
  For use by Domestic and Foreign Corporations and Limited Liability Companies
           (Please read information and instructions on reverse side)

     Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or Act 23,
Public Acts of 1993 (limited liability companies), the undersigned corporation
or limited liability company executes the following Certificate:

1.   The name of the corporation or limited liability company is:

          See Attached List of Companies

2.   The identification number assigned by the Bureau is:

3.   a.   The name of the resident agent on file with the Bureau is:
          National Registered Agents, Inc.

     b.   The location of the registered office on file with the Bureau is:

          501 South Capitol Avenue, Suite 305,   Lansing, Michigan   48933
          (Street Address)                       (City)              (ZIP Code)

     c.   The mailing address of the above registered office on file with the
          Bureau is:

          ____________________________   __________, Michigan   __________
          (Street Address or P.O. Box)   (City)                 (ZIP Code)



  ENTER IN ITEM 4 THE INFORMATION AS IT SHOULD NOW APPEAR ON THE PUBLIC RECORD

4.   a.   The name of the resident agent is: National Registered Agents, Inc.

     b.   The address of the registered office is:

          2201 East Grand River, Suite 201,   Lansing, Michigan   48912
          (Street Address)                    (City)              (ZIP Code)

     c.   The mailing address of the registered office IF DIFFERENT THAN 4B is:

          ____________________________   _________, Michigan   __________
          (Street Address or P.O. Box)   (City)                (ZIP Code)

5.   The above changes were authorized by resolution duly adopted by:

     1. ALL CORPORATIONS: its Board of Directors; 2. PROFIT CORPORATIONS ONLY:
     the resident agent if only the address of the registered office is changed,
     in which case a copy of this statement has been mailed to the corporation;
     3. LIMITED LIABILITY COMPANIES: an operating agreement, affirmative vote of
     a majority of the members pursuant to section 502(1), managers pursuant to
     section 405, or the resident agent if only the address of the registered
     office is changed.

6.   The corporation or limited liability company further states that the
     address of its registered office and the address of its resident agent, as
     changed, are identical.



Signature                         Type or Print Name and Title       Date Signed
- ---------                         --------------------------------   -----------
                                                               


/s/ Dennis E. Howarth             Dennis E. Howarth, President of    3/2/00
- -------------------------------   National Registered Agents, Inc.




               MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
                          BUREAU OF COMMERCIAL SERVICES

Date Received                                     (FOR BUREAU USE ONLY)

                                        This document is effective on the date
                                        filed, unless a subsequent effective
                                        date within 90 days after received date
                                        is stated in the document.

Name
CSC-Lawyers Incorporating Service (Company)
Attn Ta-Tanisha Adams

Address
1201 Hays Street

City          State   Zip Code
Tallahassee   FL      32301-2636                       EFFECTIVE DATE: _________

Document will be returned to the name and address you enter above.
If left blank document will be mailed to the registered office.

   CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT
  For use by Domestic and Foreign Corporations and Limited Liability Companies
           (Please read information and instructions on reverse side)

     Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or Act 23,
Public Acts of 1993 (limited liability companies), the undersigned corporation
or limited liability company executes the following Certificate:

1.   The name of the corporation or limited liability company is:
          EMCARE OF MICHIGAN, INC.

2.   The identification number assigned by the Bureau is: 530905

3.   a.   The name of the resident agent on file with the Bureau is:
          National Registered Agents Inc.

     b.   The location of the registered office on file with the Bureau is:

          Suite 201, 2201 East Grand River    Lansing, Michigan    48912
          (Street Address)                    (City)               (ZIP Code)

     c.   The mailing address of the above registered office on file with the
          Bureau is:

          Suite 201, 2201 East Grand River   Lansing, Michigan    48912
          (Street Address or P.O. Box)       (City)               (ZIP Code)



  ENTER IN ITEM 4 THE INFORMATION AS IT SHOULD NOW APPEAR ON THE PUBLIC RECORD

4.   a.   The name of the resident agent is:
          CSC-Lawyers Incorporating Service (Company)

     b.   The address of the registered office is:

          601 Abbott Road    East Lansing, Michigan   48823
          (Street Address)   (City)                   (ZIP Code)

     c.   The mailing address of the registered office IF DIFFERENT THAN 4B is:

          ____________________________   _________, Michigan   __________
          (Street Address or P.O. Box)   (City)                (ZIP Code)

5.   The above changes were authorized by resolution duly adopted by:

     1. ALL CORPORATIONS: its Board of Directors; 2. PROFIT CORPORATIONS ONLY:
     the resident agent if only the address of the registered office is changed,
     in which case a copy of this statement has been mailed to the corporation;
     3. LIMITED LIABILITY COMPANIES: an operating agreement, affirmative vote of
     a majority of the members pursuant to section 502(1), managers pursuant to
     section 405, or the resident agent if only the address of the registered
     office is changed.

6.   The corporation or limited liability company further states that the
     address of its registered office and the address of its resident agent, as
     changed, are identical.



Signature                             Type or Print Name and Title   Date Signed
- ---------                             ----------------------------   -----------
                                                               


/s/ Laura R. Dunlap                   LAURA R. DUNLAP,               8/14/02
- -----------------------------------   Attorney in Fact

EX-3.193

                                                                   Exhibit 3.193

                                     BYLAWS

                                       OF

                            EMCARE OF MICHIGAN, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of EMCARE OF MICHIGAN, INC. (the
"Corporation") shall be such registered agent and office as shall from time to
time be established pursuant to the articles of incorporation, as amended from
time to time, of the Corporation (the "Charter") or by resolution of the Board
of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Michigan as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.01. Meetings of Stockholders of the Corporation (the "Stockholders") for
any purpose may be held at such place, within or without the State of Michigan,
as shall be fixed from time to time by the Board, or, if the Board has not so
specified, then at such place as may be fixed by the person or persons calling
the meeting.

     2.02. An annual meeting of the Stockholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Stockholders, a complete
list of the Stockholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Stockholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Stockholder who may be present.

     2.04. Special meetings of the Stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote at the meetings. Business
transacted at all special meetings shall be confined to the objects stated in
the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Stockholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
Stockholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Stockholders, the



Stockholders entitled to vote thereat, present in person or represented by
proxy, shall nevertheless have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At an adjourned session at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders, unless otherwise provided by statute or the Charter. At any
meeting of the Stockholders, every Stockholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Stockholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Stockholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.

     2.10. Any action required by statute to be taken at a meeting of the
Stockholders, or any action which may be taken at a meeting of the Stockholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Stockholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Stockholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Stockholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Stockholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Stockholders at the
annual meeting or a Michigan special meeting called for that purpose, but no
decrease shall have the effect of shortening the term of an incumbent director.
Directors need not be Stockholders or residents of the State of Michigan. The
directors shall be elected at the annual meeting of the Stockholders, except as
hereinafter provided, and each director elected shall hold office until his or
her successor shall be elected and shall qualify.


                                       2



     3.03. At any meeting of Stockholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Stockholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Stockholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Stockholders.

     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Stockholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         EXECUTIVE AND OTHER COMMITTEES

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              MEETINGS OF DIRECTORS

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Michigan.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Stockholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically


                                       3



provided by statute or by the Charter or by these bylaws. If a quorum shall not
be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            COMPENSATION OF DIRECTORS

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Stockholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Stockholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Stockholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.


                                       4



     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              CHAIRMAN OF THE BOARD

     5.06. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             CHIEF EXECUTIVE OFFICER

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           VICE-CHAIRMAN OF THE BOARD

     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Stockholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  THE PRESIDENT

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Stockholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  THE TREASURER

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.


                                       5



     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  OTHER OFFICES

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Stockholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of State of Michigan. Each certificate shall be signed by either the
President or any Vice President then in office and by either the Secretary, an
Assistant Secretary, or any Treasurer then in office, and may be sealed with the
seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, other than the Corporation or an employee of the Corporation,
the signature of any such officer of the Corporation may be a facsimile.
Whenever the Corporation shall be authorized to issue more than one class of
stock, there shall be (1) set forth conspicuously upon the face or back of each
certificate a full statement of (a) all of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and (b) if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences
of the shares of each series so far as the same have been fixed and determined
and the authority of the Board to fix and determine the relative rights and
preferences of subsequent series; or (2) stated conspicuously on the face or
back of the certificate that (a) such a statement is set forth in the Charter on
file in the office of the Secretary of State of Michigan and (b) the Corporation
will furnish a copy of such statement to the record holder of the certificate
without charge upon request to the Corporation at its principal place of
business or registered office. Whenever the Corporation by the Charter has
limited or denied the preemptive rights of Stockholders to acquire unissued or
treasury shares of the Corporation, each certificate (1) shall conspicuously set
forth upon the face or back of such certificate a full statement of the
limitation or denial of preemptive rights contained in the Charter, or (2) shall
conspicuously state on the face or back of the certificate that (a) such
statement is set forth in the Charter on file in the office of the Secretary of
State of Michigan and (b) the Corporation will furnish a copy of such statement
to the record holder of the certificate without charge upon request to the
Corporation at its principal place of business or registered office. If any
restriction on the transfer or the registration of the transfer of shares shall
be imposed or agreed to by the Corporation, as permitted by law, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that such a
restriction exists pursuant


                                       6



to a specified document and (a) that the Corporation will furnish to the record
holder of the certificate without charge upon written request to the corporation
at its principal place of business or registered office a copy of the specified
document, or (b) if such document is one required or permitted to be and has
been filed under the Michigan Business Corporation Act, that such document is on
file in the office of the Secretary of State of Michigan and contains a full
statement of such restriction.

                                LOST CERTIFICATES

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

                               TRANSFER OF SHARES

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by State of Michigan law, it shall be the duty of the
Corporation or the transfer agent of the Corporation to register the transfer as
requested.

                             REGISTERED STOCKHOLDERS

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Stockholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.


                                       7



                                    RESERVES

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     CHECKS

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       EXECUTION OF CONTRACTS, DEEDS, ETC.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   FISCAL YEAR

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              VOTING OF SECURITIES

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 INDEMNIFICATION

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, arbitral, administrative, or investigative, any appeal in such action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding, because such person is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief


                                       8



that he has met the standard of conduct necessary for indemnification and (ii) a
written undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the stockholders with or before the notice or waiver of notice of the
next Stockholder's meeting or with or before the next submission to Stockholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Stockholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Stockholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1)  the Charter or statute reserves the power exclusively to the
               Stockholders in whole or part; or

          (2)  the Stockholders in amending, repealing or adopting a particular
               bylaw expressly provide that the Board may not amend or repeal
               such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Stockholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Stockholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                       9

EX-3.194

                                                                   Exhibit 3.194

STATE OF MINNESOTA
SECRETARY OF STATE
ARTICLES OF INCORPORATION
Business and Nonprofit Corporations

PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK.
Please read the directions on the reverse side before completing this form. All
information on this form is public information.

TO EXPEDITE THE RETURN OF YOUR DOCUMENTS, PLEASE SUBMIT A STAMPED,
SELF-ADDRESSED ENVELOPE.

The undersigned incorporator(s) is an (are) individual(s) 18 years of age or
older and adopt the following articles of incorporation to form a (mark ONLY
one):

[X]  FOR-PROFIT BUSINESS CORPORATION (Chapter 302A)

[ ]  NONPROFIT CORPORATION (Chapter 317A)

                                 ARTICLE I NAME

The name of the corporation is:

EmCare of Minnesota, Inc.

(Business Corporation names must include a corporate designation such as
Incorporated, Corporation, Company, Limited or an abbreviation of one of those
words.)

                 ARTICLE II REGISTERED OFFICE ADDRESS AND AGENT

The registered office address of the corporation is:
1295 Bandana Blvd. N.,Suite 300, St. Paul, MN 55108-5116
(A complete street address or rural route and rural route box number is
required: the address cannot be a P.O. Box)

The registered agent at the above address is:
National Registered Agents, Inc.
(Note: You are not required to have a registered agent.)



                               ARTICLE III SHARES

The corporation is authorized to issue a total of 1,000 shares.
(If you are a business corporation you must authorize at least one share.
Nonprofit corporations are not required to have shares.)

                            ARTICLE IV INCORPORATORS

I (We), the undersigned incorporator(s) certify that I am (we are) authorized to
execute these articles and that the information in these articles is true and
correct. I (We) also understand that if any of this information is intentionally
or knowingly misstated that criminal penalties will apply as if I had signed
these articles under oath. (Provide the name and address of each incorporator.
Each incorporator must sign below. List the incorporators on an additional sheet
if you have more than two incorporators.)

                                                                      


William F. Miller, III, 1717 Main Street, Suite 5200, Dallas, TX 75201   ---------------------------------
Name                       Street                      City, State Zip   Signature



List the Standard Industrial Classification Code (SIC) that most accurately
describes the nature of the business of this corporation. Select one of the
2-digit SIC Codes listed on the backside of this form. 89

Print name and phone number of person to be contacted if there is a question
about the filing of these articles.

     Kaye T. Walsh   (916) 448-1371
     Name            Phone Number


                                       2

EX-3.195

                                                                   Exhibit 3.195

                                     BYLAWS

                                       OF

                            EMCARE OF MINNESOTA, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of EMCARE OF MINNESOTA, INC. (the
"Corporation") shall be such registered agent and office as shall from time to
time be established pursuant to the articles of incorporation, as amended from
time to time, of the Corporation (the "Charter") or by resolution of the Board
of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Minnesota as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.01. Meetings of Stockholders of the Corporation (the "Stockholders") for
any purpose may be held at such place, within or without the State of Minnesota,
as shall be fixed from time to time by the Board, or, if the Board has not so
specified, then at such place as may be fixed by the person or persons calling
the meeting.

     2.02. An annual meeting of the Stockholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Stockholders, a complete
list of the Stockholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Stockholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Stockholder who may be present.

     2.04. Special meetings of the Stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote at the meetings. Business
transacted at all special meetings shall be confined to the objects stated in
the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Stockholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
Stockholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Stockholders, the



Stockholders entitled to vote thereat, present in person or represented by
proxy, shall nevertheless have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At an adjourned session at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders, unless otherwise provided by statute or the Charter. At any
meeting of the Stockholders, every Stockholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Stockholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Stockholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.

     2.10. Any action required by statute to be taken at a meeting of the
Stockholders, or any action which may be taken at a meeting of the Stockholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Stockholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Stockholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Stockholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Stockholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Stockholders at the
annual meeting or a Minnesota special meeting called for that purpose, but no
decrease shall have the effect of shortening the term of an incumbent director.
Directors need not be Stockholders or residents of the State of Minnesota. The
directors shall be elected at the annual meeting of the Stockholders, except as
hereinafter provided, and each director elected shall hold office until his or
her successor shall be elected and shall qualify.


                                       2



     3.03. At any meeting of Stockholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Stockholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Stockholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Stockholders.

     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Stockholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         EXECUTIVE AND OTHER COMMITTEES

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              MEETINGS OF DIRECTORS

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Minnesota.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Stockholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically


                                       3



provided by statute or by the Charter or by these bylaws. If a quorum shall not
be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            COMPENSATION OF DIRECTORS

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Stockholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Stockholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Stockholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.


                                       4



     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              CHAIRMAN OF THE BOARD

     5.06. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             CHIEF EXECUTIVE OFFICER

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           VICE-CHAIRMAN OF THE BOARD

     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Stockholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  THE PRESIDENT

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Stockholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  THE TREASURER

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.


                                       5



     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  OTHER OFFICES

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Stockholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of State of Minnesota. Each certificate shall be signed by either the
President or any Vice President then in office and by either the Secretary, an
Assistant Secretary, or any Treasurer then in office, and may be sealed with the
seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, other than the Corporation or an employee of the Corporation,
the signature of any such officer of the Corporation may be a facsimile.
Whenever the Corporation shall be authorized to issue more than one class of
stock, there shall be (1) set forth conspicuously upon the face or back of each
certificate a full statement of (a) all of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and (b) if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences
of the shares of each series so far as the same have been fixed and determined
and the authority of the Board to fix and determine the relative rights and
preferences of subsequent series; or (2) stated conspicuously on the face or
back of the certificate that (a) such a statement is set forth in the Charter on
file in the office of the Secretary of State of Minnesota and (b) the
Corporation will furnish a copy of such statement to the record holder of the
certificate without charge upon request to the Corporation at its principal
place of business or registered office. Whenever the Corporation by the Charter
has limited or denied the preemptive rights of Stockholders to acquire unissued
or treasury shares of the Corporation, each certificate (1) shall conspicuously
set forth upon the face or back of such certificate a full statement of the
limitation or denial of preemptive rights contained in the Charter, or (2) shall
conspicuously state on the face or back of the certificate that (a) such
statement is set forth in the Charter on file in the office of the Secretary of
State of Minnesota and (b) the Corporation will furnish a copy of such statement
to the record holder of the certificate without charge upon request to the
Corporation at its principal place of business or registered office. If any
restriction on the transfer or the registration of the transfer of shares shall
be imposed or agreed to by the Corporation, as permitted by law, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that such a
restriction exists pursuant


                                       6



to a specified document and (a) that the Corporation will furnish to the record
holder of the certificate without charge upon written request to the corporation
at its principal place of business or registered office a copy of the specified
document, or (b) if such document is one required or permitted to be and has
been filed under the Minnesota Business Corporation Act, that such document is
on file in the office of the Secretary of State of Minnesota and contains a full
statement of such restriction.

                                LOST CERTIFICATES

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

                               TRANSFER OF SHARES

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by State of Minnesota law, it shall be the duty of the
Corporation or the transfer agent of the Corporation to register the transfer as
requested.

                             REGISTERED STOCKHOLDERS

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Stockholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.


                                       7



                                    RESERVES

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     CHECKS

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       EXECUTION OF CONTRACTS, DEEDS, ETC.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   FISCAL YEAR

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              VOTING OF SECURITIES

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 INDEMNIFICATION

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, arbitral, administrative, or investigative, any appeal in such action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding, because such person is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief


                                       8



that he has met the standard of conduct necessary for indemnification and (ii) a
written undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the stockholders with or before the notice or waiver of notice of the
next Stockholder's meeting or with or before the next submission to Stockholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Stockholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Stockholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1)  the Charter or statute reserves the power exclusively to the
               Stockholders in whole or part; or

          (2)  the Stockholders in amending, repealing or adopting a particular
               bylaw expressly provide that the Board may not amend or repeal
               such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Stockholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Stockholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                       9

EX-3.196

                                                                   Exhibit 3.196

Page 1 of 2


                                    OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
                                            P.O. BOX 136, JACKSON, MS 39205-0136
                                                                  (601) 359-1333
                                                       ARTICLES OF INCORPORATION

The undersigned, pursuant to Section 79-4-2.02 (if a profit corporation) or
Section 79-11-137 (if a nonprofit corporation) of the Mississippi Code of 1972,
hereby executes the following document and sets forth:

1. Type of Corporation

[x] Profit
[ ] Nonprofit

2. Name of the Corporation

EmCare of Mississippi, Inc.

3. The future effective date is
(Complete if applicable) [___________]

4. FOR NON PROFITS ONLY: The period of duration is [_____] years or [_____]
perpetual

5. FOR PROFITS ONLY: The Number (and Classes) if any of shares the corporation
is authorized to issue is (are) as follows



                                    If more than one (1) class of shares is
                                    authorized, the preferences, limitations,
                                    and relative rights of each class are as
Classes    # of Shares Authorized   follows:
- -------    ----------------------   -----------------------------------------
                              
[Common]   [1,000]                  [________________________________________

[______]   [_____]                  _________________________________________]
(See Attached)


6. Name and Street Address of the Registered Agent and Registered Office is

Name       [National Registered Agents, Inc.]

Physical
Address    [1220 Highway 51 North]

P.O. Box   [_____________________]

City, State, ZIP5, ZIP4   [Madison]   [MS]   [39110]



7. The name and complete address of each incorporator are as follows

Name     [Leonard M. Riggs, Jr., M.D.]

Street   [1717 Main Street, Suite 5200]


                                        2



F0001 - Page 2 of 2


OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
P.O. BOX 136, JACKSON, MS 39205-0136
(601) 359-1333
Articles of Incorporation

City, State, ZIP5, ZIP4   [Dallas]   [TX]   [75201]

Name     [_______________________]

Street   [_______________________]

City, State, ZIP5, ZIP4   [______]   [__]   [_____]

Name     [_______________________]

Street   [_______________________]

City, State, ZIP5, ZIP4   [______]   [__]   [_____]

Name     [_______________________]

Street   [_______________________]

City, State, ZIP5, ZIP4   [______]   [__]   [_____]

8. Other Provisions [x] See Attached

9. Incorporators' Signatures (please keep writing within blocks)


/s/ Leonard M. Riggs, Jr., MD
- -------------------------------------   ----------------------------------------


- -------------------------------------   ----------------------------------------


                                        3



                                   EXHIBIT A

Mandatory Redemption of Shares of Deceased. in the event that a shareholder of
the corporation dies or becomes no longer qualified to own shares in the
corporation, the corporation shall redeem all of the shares of Common Stock
owned by said shareholder for a purchase price of $1.00 per share.

Preemptive Rights. No share shall bear any preemptive right of its shareholder
to acquire additional shares.

No Cumulative Voting Rights. The holders of shares of each and every class and
series in the corporation shall not be entitled to cumulative voting rights in
the election of directors of the corporation, in any and all circumstances.


                                        4



                             CONSENT TO USE OF NAME

EmCare, Inc., a corporation organized and existing under the laws of the State
of Delaware and qualified in the state of Mississippi, does hereby consent to
the use of name and incorporation of EmCare of Mississippi, Inc. in the state of
Mississippi.

                                        EMCARE, INC.


                                        By: /s/ Leonard M. Riggs, Jr., MD
                                            ------------------------------------
                                            Leonard M. Riggs, Jr., M.D.
                                            Chairman and Chief Executive Officer


                                        5

EX-3.197

                                                                   Exhibit 3.197

                                     BYLAWS

                                       OF

                           EMCARE OF MISSISSIPPI, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of EMCARE OF MISSISSIPPI, INC. (the
"Corporation") shall be such registered agent and office as shall from time to
time be established pursuant to the articles of incorporation, as amended from
time to time, of the Corporation (the "Charter") or by resolution of the Board
of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Mississippi as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.01. Meetings of Stockholders of the Corporation (the "Stockholders") for
any purpose may be held at such place, within or without the State of
Mississippi, as shall be fixed from time to time by the Board, or, if the Board
has not so specified, then at such place as may be fixed by the person or
persons calling the meeting.

     2.02. An annual meeting of the Stockholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Stockholders, a complete
list of the Stockholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Stockholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Stockholder who may be present.

     2.04. Special meetings of the Stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote at the meetings. Business
transacted at all special meetings shall be confined to the objects stated in
the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Stockholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
Stockholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Stockholders, the



Stockholders entitled to vote thereat, present in person or represented by
proxy, shall nevertheless have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At an adjourned session at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders, unless otherwise provided by statute or the Charter. At any
meeting of the Stockholders, every Stockholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Stockholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Stockholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.

     2.10. Any action required by statute to be taken at a meeting of the
Stockholders, or any action which may be taken at a meeting of the Stockholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Stockholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Stockholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Stockholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Stockholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Stockholders at the
annual meeting or a Mississippi special meeting called for that purpose, but no
decrease shall have the effect of shortening the term of an incumbent director.
Directors need not be Stockholders or residents of the State of Mississippi. The
directors shall be elected at the annual meeting of the Stockholders, except as
hereinafter provided, and each director elected shall hold office until his or
her successor shall be elected and shall qualify.


                                        2



     3.03. At any meeting of Stockholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Stockholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Stockholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Stockholders.

     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Stockholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         EXECUTIVE AND OTHER COMMITTEES

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              MEETINGS OF DIRECTORS

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Mississippi.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Stockholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically


                                        3



provided by statute or by the Charter or by these bylaws. If a quorum shall not
be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            COMPENSATION OF DIRECTORS

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Stockholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Stockholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Stockholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.


                                        4



     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              CHAIRMAN OF THE BOARD

     5.06. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             CHIEF EXECUTIVE OFFICER

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           VICE-CHAIRMAN OF THE BOARD

     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Stockholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  THE PRESIDENT

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Stockholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  THE TREASURER

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.


                                        5



     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  OTHER OFFICES

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Stockholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of State of Mississippi. Each certificate shall be signed by either the
President or any Vice President then in office and by either the Secretary, an
Assistant Secretary, or any Treasurer then in office, and may be sealed with the
seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, other than the Corporation or an employee of the Corporation,
the signature of any such officer of the Corporation may be a facsimile.
Whenever the Corporation shall be authorized to issue more than one class of
stock, there shall be (1) set forth conspicuously upon the face or back of each
certificate a full statement of (a) all of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and (b) if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences
of the shares of each series so far as the same have been fixed and determined
and the authority of the Board to fix and determine the relative rights and
preferences of subsequent series; or (2) stated conspicuously on the face or
back of the certificate that (a) such a statement is set forth in the Charter on
file in the office of the Secretary of State of Mississippi and (b) the
Corporation will furnish a copy of such statement to the record holder of the
certificate without charge upon request to the Corporation at its principal
place of business or registered office. Whenever the Corporation by the Charter
has limited or denied the preemptive rights of Stockholders to acquire unissued
or treasury shares of the Corporation, each certificate (1) shall conspicuously
set forth upon the face or back of such certificate a full statement of the
limitation or denial of preemptive rights contained in the Charter, or (2) shall
conspicuously state on the face or back of the certificate that (a) such
statement is set forth in the Charter on file in the office of the Secretary of
State of Mississippi and (b) the Corporation will furnish a copy of such
statement to the record holder of the certificate without charge upon request to
the Corporation at its principal place of business or registered office. If any
restriction on the transfer or the registration of the transfer of shares shall
be imposed or agreed to by the Corporation, as permitted by law, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that such a
restriction


                                       6



exists pursuant to a specified document and (a) that the Corporation
will furnish to the record holder of the certificate without charge upon written
request to the corporation at its principal place of business or registered
office a copy of the specified document, or (b) if such document is one required
or permitted to be and has been filed under the Mississippi Business Corporation
Act, that such document is on file in the office of the Secretary of State of
Mississippi and contains a full statement of such restriction.

                                LOST CERTIFICATES

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

                               TRANSFER OF SHARES

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by State of Mississippi law, it shall be the duty of the
Corporation or the transfer agent of the Corporation to register the transfer as
requested.

                             REGISTERED STOCKHOLDERS

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Stockholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.


                                        7



                                    RESERVES

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     CHECKS

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       EXECUTION OF CONTRACTS, DEEDS, ETC.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   FISCAL YEAR

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              VOTING OF SECURITIES

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 INDEMNIFICATION

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, arbitral, administrative, or investigative, any appeal in such action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding, because such person is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief


                                        8



that he has met the standard of conduct necessary for indemnification and (ii) a
written undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the stockholders with or before the notice or waiver of notice of the
next Stockholder's meeting or with or before the next submission to Stockholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Stockholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Stockholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1)  the Charter or statute reserves the power exclusively to the
               Stockholders in whole or part; or

          (2)  the Stockholders in amending, repealing or adopting a particular
               bylaw expressly provide that the Board may not amend or repeal
               such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Stockholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Stockholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                       9

EX-3.198

                                                                   Exhibit 3.198

                                State of Missouri
                    Rebecca McDowell Cook, Secretary of State
                     P.O. Box 778, Jefferson City, Mo. 65102
                              Corporation Division

                            Articles of Incorporation
        (To be submitted in duplicate by an attorney or an incorporator)

The undersigned natural person(s) of the age of eighteen years or more for the
purpose of forming a corporation under The General and Business Corporation Law
of Missouri adopt the following Articles of Incorporation:

                                   Article One

The name of the corporation is EmCare of Missouri, Inc.

                                   Article Two

The address, including street and number, if any, of the corporation's initial
registered office in this state is 300-B East High Street, Jefferson City, MO
65101 and the name of its initial agent at such address is National Registered
Agents, Inc.

                                  Article Three

The aggregate number, class and par value, if any, of shares which the
corporation shall have authority to issue shall be:
      1,000 at $0.01 par value, Common

The preferences, qualifications, limitations, restrictions, and the special or
relative rights, including convertible rights, if any, in respect to the shares
of each class are as follows:

           N/A

                                  Article Four

The extent, if any, to which the preemptive right of a shareholder to acquire
additional shares is limited or denied.

      PREEMPTIVE RIGHTS. No share shall bear any preemptive right of its
shareholder to acquire additional shares.

                                  Article Five

The name and place of residence of each incorporator is as follows:



         Name                                         Street                  City
                                                                    
William F. Miller, III                    1717 Main Street, Suite 5200,   Dallas, TX 75201




                                   Article Six
            (Designate which and complete the applicable paragraph.)

[ ] The number of directors to constitute the first board of directors is
________. Thereafter the number of directors shall be fixed by, or in the manner
provided by the bylaws. Any changes in the number will be reported to the
Secretary of State within thirty calendar days of such change.

           OR

[x] The number of directors to constitute the board of directors is 1. (The
number of directors to constitute the board of directors must be stated herein
if there are to be less than three directors. The person to constitute the first
board of directors may, but need not, be named.)

                                  Article Seven

The duration of the corporation is perpetual

                                  Article Eight

The corporation is formed for the following purposes:

      transact any lawful business for which corporations may be organized
pursuant to the provisions of the Missouri General and Business Corporation Law.

                                  Article Nine

Mandatory Redemption of Shares of Deceased. In the event that a shareholder of
the corporation dies or becomes no longer qualified to own shares in the
corporation, the corporation shall redeem all of the shares of Common Stock
owned by said shareholder for a purchase price of $1.00 per share.

                                   Article Ten

No Cumulative Voting Rights. The holders of shares of each and every class and
series in the corporation shall not be entitled to cumulative voting rights in
the election of directors of the corporation, in any and all circumstances.

      IN WITNESS WHEREOF, these Articles of Incorporation have been signed this
29th day of May, 1998

                                          /s/ William F. Miller, III
                                          --------------------------
                                          William F. Miller, III

                                       2



State of Texas         )
                       ) ss.
County of Dallas       )

      I, Anne B. Turner, a Notary Public, do hereby certify that on this 29th
day of May, 1998, personally appeared before me William F. Miller, III, who
being by me first duly sworn, (severally) declared that he is the person(s) who
signed the foregoing document as incorporator(s), and that the statements
therein contained are true.

                                       /s/ Anne B. Turner
                                       ------------------
                                       Notary Public

                                       My commission expires April 15, 2002

                                       3



                                             STATE OF MISSOURI
                                             Matt Blunt, Secretary of State

                                            
Corporations Division                                  James C. Kirkpatrick State Information Center
P.O. Box 778, Jefferson City, MO 65102         600 W. Main Street, Rm. 322, Jefferson City, MO 65101



                 STATEMENT OF CHANGE OF REGISTERED AGENT AND/OR
                                REGISTERED OFFICE
          BY A FOREIGN OR DOMESTIC FOR PROFIT OR NONPROFIT CORPORATION

                                  Instructions

1. This form is to be used by either a for profit or nonprofit corporation to
change either or both the name of its registered agent and/or the address of its
existing registered agent.

2. There is a $10.00 fee for filing this statement. It must be filed in
DUPLICATE.

3. P.O. Box may only be used in conjunction with a physical street address. 4.
Agent and address must be in the State of Missouri.

5. The corporation may not act as its own agent.

                              Charter No. 00456608

(1) The name of the corporation is: EMCARE OF MISSOURI, INC.

(2) The address, including street and number, of its present registered office
(before change) is: 300-B East High Street, Jefferson City, MO 65101

(3) The address, including street and number, of its registered office is hereby
changed to: 221 Bolivar Street, Jefferson City, MO 65101

     Address (P.O. Box may only be used in conjunction with a physical
             street address) City/State/Zip

(4) The name of its present registered agent (before change) is: National
Registered Agents Inc.

(5) The name of the new registered agent is: CSC - LAWYERS INCORPORATING SERVICE
COMPANY
     Authorized signature of new registered agent must appear below:

     /s/ Deborah D. Skipper
     ----------------------
     Deborah De. Skipper
     Asst. V. Pres.
     (May attach separate originally executed written consent to this form
      in lieu of this signature)

(6) The address of its registered office and the address of the office of its
registered agent, as changed, will be identical.

(7) The change was authorized by resolution duly adopted by the board of
directors.

                                       4



IN AFFIRMATION OF THE FACTS STATED ABOVE,

/s/ Laura R. Dunlap                                              LAURA R. DUNLAP
- --------------------------------------------------------------------------------
(Authorized signature of officer or, if applicable,          (Printed Name)
chairman of the board)
Attorney in Fact on behalf of

ROBYN E. BAKALAR, ASSISTANT SECRETARY                        8/14/02
- --------------------------------------------------------------------
(Title)                                                      Month/day/year

                                       5



STATE OF TEXAS)
COUNTY OF DALLAS)

                                POWER OF ATTORNEY

      NOTICE IS HEREBY GIVEN THAT Robyn E. Bakalar of Emcare, Inc.("the
Company"), a corporation established under the laws of Delaware, and of the
subsidiary entities shown on the list appended hereto, does hereby appoint Laura
R. Dunlap and Patricia Pizzuto attorneys-in-fact for the Company and for the
subsidiary entities, to act for the Company and for the subsidiary entities and
in the name of the Company and of the subsidiary entities for the limited
purposes authorized herein.

      The Company and the subsidiary entities having taken all necessary steps
to authorize the changes and the establishment of this Power of Attorney, hereby
grants its attorneys-in-fact the power to execute the documents necessary to
change the Company's and the subsidiary entities' registered agent and
registered office, or the agent and office of similar import, in any
jurisdiction.

      In the execution of any documents necessary for the purposes set forth
herein, Laura R. Dunlap shall exercise the power of Vice President and Patricia
Pizzuto shall exercise the power of Secretary, or, in the case of entities
having managers or other positions of authority rather than officers such as
Vice President or Secretary, the named individuals shall act in such office and
with such authority as is required to effect the changes herein contemplated.

      This Power of Attorney expires upon the completion and filing of the
documents necessary to effect the changes in registered agent and registered
office addresses contemplated herein, or when revoked by Robyn Bakalar, which
ever shall occur first.

      IN WITNESS WHEREOF the undersigned has executed this Power of Attorney on
this 8 day of August, 2002.

EmCare, Inc.
Company

BY:  /s/ Robyn E. Bakalar
     --------------------
     Robyn E. Bakalar
     Assistant Secretary

     Subscribed and sworn to before me this 8 day of August, 2002.

                                 /s/ Bebbian W. Seiler
                                 ---------------------
                                 Notary Public

                                       6

EX-3.199

                                                                   Exhibit 3.199

                                     BYLAWS

                                       OF

                            EMCARE OF MISSOURI, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of EMCARE OF MISSOURI, INC. (the
"Corporation") shall be such registered agent and office as shall from time to
time be established pursuant to the articles of incorporation, as amended from
time to time, of the Corporation (the "Charter") or by resolution of the Board
of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Missouri as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.01. Meetings of Stockholders of the Corporation (the "Stockholders") for
any purpose may be held at such place, within or without the State of Missouri,
as shall be fixed from time to time by the Board, or, if the Board has not so
specified, then at such place as may be fixed by the person or persons calling
the meeting.

     2.02. An annual meeting of the Stockholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Stockholders, a complete
list of the Stockholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Stockholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Stockholder who may be present.

     2.04. Special meetings of the Stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote at the meetings. Business
transacted at all special meetings shall be confined to the objects stated in
the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Stockholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
Stockholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Stockholders, the



Stockholders entitled to vote thereat, present in person or represented by
proxy, shall nevertheless have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At an adjourned session at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders, unless otherwise provided by statute or the Charter. At any
meeting of the Stockholders, every Stockholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Stockholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Stockholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.

     2.10. Any action required by statute to be taken at a meeting of the
Stockholders, or any action which may be taken at a meeting of the Stockholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Stockholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Stockholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Stockholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Stockholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Stockholders at the
annual meeting or a Missouri special meeting called for that purpose, but no
decrease shall have the effect of shortening the term of an incumbent director.
Directors need not be Stockholders or residents of the State of Missouri. The
directors shall be elected at the annual meeting of the Stockholders, except as
hereinafter provided, and each director elected shall hold office until his or
her successor shall be elected and shall qualify.


                                       2



     3.03. At any meeting of Stockholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Stockholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Stockholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Stockholders.

     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Stockholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         EXECUTIVE AND OTHER COMMITTEES

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              MEETINGS OF DIRECTORS

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Missouri.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Stockholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically


                                       3



provided by statute or by the Charter or by these bylaws. If a quorum shall not
be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            COMPENSATION OF DIRECTORS

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Stockholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Stockholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Stockholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.


                                       4



     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              CHAIRMAN OF THE BOARD

     5.06. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             CHIEF EXECUTIVE OFFICER

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           VICE-CHAIRMAN OF THE BOARD

     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Stockholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  THE PRESIDENT

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Stockholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  THE TREASURER

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.


                                       5



     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  OTHER OFFICES

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Stockholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of State of Missouri. Each certificate shall be signed by either the
President or any Vice President then in office and by either the Secretary, an
Assistant Secretary, or any Treasurer then in office, and may be sealed with the
seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, other than the Corporation or an employee of the Corporation,
the signature of any such officer of the Corporation may be a facsimile.
Whenever the Corporation shall be authorized to issue more than one class of
stock, there shall be (1) set forth conspicuously upon the face or back of each
certificate a full statement of (a) all of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and (b) if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences
of the shares of each series so far as the same have been fixed and determined
and the authority of the Board to fix and determine the relative rights and
preferences of subsequent series; or (2) stated conspicuously on the face or
back of the certificate that (a) such a statement is set forth in the Charter on
file in the office of the Secretary of State of Missouri and (b) the Corporation
will furnish a copy of such statement to the record holder of the certificate
without charge upon request to the Corporation at its principal place of
business or registered office. Whenever the Corporation by the Charter has
limited or denied the preemptive rights of Stockholders to acquire unissued or
treasury shares of the Corporation, each certificate (1) shall conspicuously set
forth upon the face or back of such certificate a full statement of the
limitation or denial of preemptive rights contained in the Charter, or (2) shall
conspicuously state on the face or back of the certificate that (a) such
statement is set forth in the Charter on file in the office of the Secretary of
State of Missouri and (b) the Corporation will furnish a copy of such statement
to the record holder of the certificate without charge upon request to the
Corporation at its principal place of business or registered office. If any
restriction on the transfer or the registration of the transfer of shares shall
be imposed or agreed to by the Corporation, as permitted by law, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that such a
restriction exists pursuant


                                       6



to a specified document and (a) that the Corporation will furnish to the record
holder of the certificate without charge upon written request to the corporation
at its principal place of business or registered office a copy of the specified
document, or (b) if such document is one required or permitted to be and has
been filed under the Missouri Business Corporation Act, that such document is on
file in the office of the Secretary of State of Missouri and contains a full
statement of such restriction.

                                LOST CERTIFICATES

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

                               TRANSFER OF SHARES

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by State of Missouri law, it shall be the duty of the
Corporation or the transfer agent of the Corporation to register the transfer as
requested.

                             REGISTERED STOCKHOLDERS

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Stockholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.


                                       7



                                    RESERVES

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     CHECKS

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       EXECUTION OF CONTRACTS, DEEDS, ETC.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   FISCAL YEAR

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              VOTING OF SECURITIES

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 INDEMNIFICATION

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, arbitral, administrative, or investigative, any appeal in such action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding, because such person is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief


                                       8



that he has met the standard of conduct necessary for indemnification and (ii) a
written undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the stockholders with or before the notice or waiver of notice of the
next Stockholder's meeting or with or before the next submission to Stockholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Stockholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Stockholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1)  the Charter or statute reserves the power exclusively to the
               Stockholders in whole or part; or

          (2)  the Stockholders in amending, repealing or adopting a particular
               bylaw expressly provide that the Board may not amend or repeal
               such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Stockholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Stockholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                       9

EX-3.200

                                                                   Exhibit 3.200

                            Articles of Incorporation
                               (Pursuant to NRS78)
                                 STATE OF NEVADA
                               Secretary of State

    IMPORTANT: Read instructions on reverse side before completing this form.
                         TYPE OR PRINT (BLACK INK ONLY)

1.   NAME OF CORPORATION: EmCare Nevada, Inc.

2.   RESIDENT AGENT: (designated resident agent and his STREET ADDRESS in Nevada
     where process may be served)

     Name of Resident Agent: CSC Services of Nevada, Inc.

     Street Address: 502 East John Street, Carson City, Nevada  89706
                     Street No.    Street Name          City    Zip

3.   SHARES: (number of shares the corporation is authorized to issue)

     Number of shares with par value: 1,000 Par value $0.01 Number of shares
     without par value: -0-

4.   GOVERNING BOARD: shall be styled as (check one): X Directors __ Trustees

     The FIRST BOARD OF DIRECTORS shall consist of 2 members and the names and
     addresses are as follows (attach additional pages if necessary):

                                
     Leonard M. Riggs, Jr., M.D.   1717 Main Street, Suite 5200, Dallas, TX 75201
     Name                          Address                       City/State/Zip

     William F. Miller, III        1717 Main Street, Suite 5200, Dallas, TX 75201
     Name                          Address                       City/State/Zip



5.   PURPOSE (optional -- see reverse side): The purpose of the corporation
     shall be:

                                       N/A

6.   OTHER MATTERS: This form includes the minimal statutory requirements to
     incorporate under NRS 78. You may attach additional information pursuant to
     NRS 78.03, or any other information you deem appropriate. If any of the
     additional information is contradictory to this form it cannot be filed and
     will be returned to you for correction. Number of pages attached: -0- .

7.   SIGNATURES OF INCORPORATORS: The names and addresses of each of the
     incorporators signing the articles: (Signatures must be notarized.)
     (Attach additional pages if there are more than two incorporators.)

     William F. Miller, III                  ___________________________________
     Name (print)                            Name (print)

     1717 Main Street,
     Suite 5200,         Dallas, TX  75201   ____________________ ______________
     Address             City/State/Zip      Address              City/State/Zip


     /s/ William F. Miller, III
     --------------------------------        -----------------------------------
     Signature                               Signature

     State of  Texas County of  Dallas
     This instrument was acknowledged before me on _________________, 1997, by

     William F. Miller, III
     Name of Person
     as incorporator
     of EmCare Nevada, Inc.
     (name of party on behalf of whom instrument was executed)

     Notary Public Signature

8.   CERTIFICATE OF ...... RESIDENT AGENT
     I, CSC SERVICES OF NEVADA, INC. hereby accept appointment as Resident Agent
for the above named corporation.


     By: /s/ X                                                           8/27/97
         ----------------------------



              CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION

                            (After Issuance of Stock)

                               EMCARE NEVADA, INC.
                               Name of Corporation

     We the undersigned   William F. Miller, III        and
                          President or Vice President

     Scott W. Roloff                    of   EmCare Nevada, Inc.
     Secretary or Assistant Secretary        Name of Corporation

do hereby certify:

     That the Board of Directors of said corporation at a meeting duly convened,
held on the 1st day of May, 1998, adopted a resolution to amend the original
articles as follows:

                 Article 1 is hereby amended to read as follows:

         1. The name of the corporation is EmCare of Nevada, Inc.

         The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 1,000 ; that the said
change(s) and amendment have been consented to and approved by a majority vote
of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.


                                        /s/ William F. Miller, III
                                        ----------------------------------------
                                        President
                                        William F. Miller, III


                                        /s/ Scott W. Roloff
                                        ----------------------------------------
                                        Secretary
                                        Scott W. Roloff

State of Texas
                   ss.
County of Dallas

     On _______________________________, personally appeared before me, a Notary
Public, William F. Miller, III and Scott W. Roloff, who acknowledged that they
executed the above instrument.


                                        /s/ A B Turner
                                        ----------------------------------------
                                        Signature of Notary

EX-3.201

                                                                   Exhibit 3.201

                                     BYLAWS

                                       OF

                             EMCARE OF NEVADA, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of EMCARE OF NEVADA, INC. (the
"Corporation") shall be such registered agent and office as shall from time to
time be established pursuant to the articles of incorporation, as amended from
time to time, of the Corporation (the "Charter") or by resolution of the Board
of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Nevada as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.01. Meetings of Stockholders of the Corporation (the "Stockholders") for
any purpose may be held at such place, within or without the State of Nevada, as
shall be fixed from time to time by the Board, or, if the Board has not so
specified, then at such place as may be fixed by the person or persons calling
the meeting.

     2.02. An annual meeting of the Stockholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Stockholders, a complete
list of the Stockholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Stockholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Stockholder who may be present.

     2.04. Special meetings of the Stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote at the meetings. Business
transacted at all special meetings shall be confined to the objects stated in
the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Stockholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
Stockholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Stockholders, the



Stockholders entitled to vote thereat, present in person or represented by
proxy, shall nevertheless have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At an adjourned session at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders, unless otherwise provided by statute or the Charter. At any
meeting of the Stockholders, every Stockholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Stockholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Stockholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.

     2.10. Any action required by statute to be taken at a meeting of the
Stockholders, or any action which may be taken at a meeting of the Stockholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Stockholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Stockholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Stockholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Stockholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Stockholders at the
annual meeting or a Nevada special meeting called for that purpose, but no
decrease shall have the effect of shortening the term of an incumbent director.
Directors need not be Stockholders or residents of the State of Nevada. The
directors shall be elected at the annual meeting of the Stockholders, except as
hereinafter provided, and each director elected shall hold office until his or
her successor shall be elected and shall qualify.


                                       2



     3.03. At any meeting of Stockholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Stockholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Stockholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Stockholders.

     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Stockholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         EXECUTIVE AND OTHER COMMITTEES

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              MEETINGS OF DIRECTORS

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Nevada.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Stockholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically


                                       3



provided by statute or by the Charter or by these bylaws. If a quorum shall not
be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            COMPENSATION OF DIRECTORS

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Stockholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Stockholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Stockholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.


                                       4



     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              CHAIRMAN OF THE BOARD

     5.06. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             CHIEF EXECUTIVE OFFICER

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           VICE-CHAIRMAN OF THE BOARD

     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Stockholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  THE PRESIDENT

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Stockholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  THE TREASURER

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.


                                       5



     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  OTHER OFFICES

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Stockholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of State of Nevada. Each certificate shall be signed by either the
President or any Vice President then in office and by either the Secretary, an
Assistant Secretary, or any Treasurer then in office, and may be sealed with the
seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, other than the Corporation or an employee of the Corporation,
the signature of any such officer of the Corporation may be a facsimile.
Whenever the Corporation shall be authorized to issue more than one class of
stock, there shall be (1) set forth conspicuously upon the face or back of each
certificate a full statement of (a) all of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and (b) if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences
of the shares of each series so far as the same have been fixed and determined
and the authority of the Board to fix and determine the relative rights and
preferences of subsequent series; or (2) stated conspicuously on the face or
back of the certificate that (a) such a statement is set forth in the Charter on
file in the office of the Secretary of State of Nevada and (b) the Corporation
will furnish a copy of such statement to the record holder of the certificate
without charge upon request to the Corporation at its principal place of
business or registered office. Whenever the Corporation by the Charter has
limited or denied the preemptive rights of Stockholders to acquire unissued or
treasury shares of the Corporation, each certificate (1) shall conspicuously set
forth upon the face or back of such certificate a full statement of the
limitation or denial of preemptive rights contained in the Charter, or (2) shall
conspicuously state on the face or back of the certificate that (a) such
statement is set forth in the Charter on file in the office of the Secretary of
State of Nevada and (b) the Corporation will furnish a copy of such statement to
the record holder of the certificate without charge upon request to the
Corporation at its principal place of business or registered office. If any
restriction on the transfer or the registration of the transfer of shares shall
be imposed or agreed to by the Corporation, as permitted by law, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that such a
restriction exists pursuant to a


                                       6



specified document and (a) that the Corporation will furnish to the record
holder of the certificate without charge upon written request to the corporation
at its principal place of business or registered office a copy of the specified
document, or (b) if such document is one required or permitted to be and has
been filed under the Nevada Business Corporation Act, that such document is on
file in the office of the Secretary of State of Nevada and contains a full
statement of such restriction.

                                LOST CERTIFICATES

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

                               TRANSFER OF SHARES

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by State of Nevada law, it shall be the duty of the
Corporation or the transfer agent of the Corporation to register the transfer as
requested.

                             REGISTERED STOCKHOLDERS

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Stockholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.


                                       7



                                    RESERVES

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     CHECKS

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       EXECUTION OF CONTRACTS, DEEDS, ETC.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   FISCAL YEAR

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              VOTING OF SECURITIES

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 INDEMNIFICATION

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, arbitral, administrative, or investigative, any appeal in such action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding, because such person is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief


                                       8



that he has met the standard of conduct necessary for indemnification and (ii) a
written undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the stockholders with or before the notice or waiver of notice of the
next Stockholder's meeting or with or before the next submission to Stockholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Stockholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Stockholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1)  the Charter or statute reserves the power exclusively to the
               Stockholders in whole or part; or

          (2)  the Stockholders in amending, repealing or adopting a particular
               bylaw expressly provide that the Board may not amend or repeal
               such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Stockholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Stockholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                       9

EX-3.202

                                                                   Exhibit 3.202

                             STATE OF NEW HAMPSHIRE


Fee for Form 11-A: $50.00                                            Form No. 11
Filing fee:        $35.00                                         RSA 293-A:2.02
                   -----
Total fees         $85.00

Use black print or type
Leave 1" margin on both sides.

                            ARTICLES OF INCORPORATION

THE UNDERSIGNED, ACTING AS INCORPORATOR(S) OF A CORPORATION UNDER THE NEW
HAMPSHIRE BUSINESS CORPORATION ACT, ADOPT(S) THE FOLLOWING ARTICLES OF
INCORPORATION FOR SUCH CORPORATION:

      FIRST: The name of the corporation is: EmCare of New Hampshire, Inc.

      SECOND: The number of shares the corporation is authorized to issue: 1,000

      THIRD: The name of the corporation's registered agent is National
Registered Agents, Inc. and the street address, town/city (including zip code
and post office box, if any) of its initial registered office is (agent's
business address) 63 Pleasant Street, Concord, NH 03301

      FOURTH: The capital stock will be sold or offered for sale within the
meaning of RSA 421-B. (Uniform Securities Act)

      FIFTH: The corporation is empowered to transact any and all lawful
business for which corporations may be incorporated under RSA 293-A and the
principal purpose or purposes for which the corporation is organized are:

      the provision of management services related to the non-medical aspects of
      emergency room department staffing and management as well as managed
      services related to physician practices

             [If more space is needed, attach additional sheet(s).]



ARTICLES OF INCORPORATION                                            Form No. 11
OF EmCare of New Hampshire, Inc.                                         (cont.)

      SIXTH: The name and address of each incorporator is:

         Name                                          Address

William F. Miller, III                        1717 Main Street, Suite 5200
- --------------------------------------        ----------------------------------
                                              Dallas, TX  75201
______________________________________        __________________________________

                                              __________________________________

______________________________________        __________________________________

                                              __________________________________

Dated April 9 , 1998

                                                  /s/ William F. Miller, III
                                              ----------------------------------
                                              William F. Miller, III
                                              __________________________________

                                              __________________________________
                                                         (Incorporators)

Mail fees, ORIGINAL, ONE EXACT OR CONFORMED COPY AND FORM 11-A to: Secretary of
State, State House, Room 204, 107 North Main Street, Concord, NH 03301-4989

                                   page 2 of 2

                                       2


                                                                             8/9

                                       3

EX-3.203

                                                                   Exhibit 3.203

                                     BYLAWS

                                       OF

                          EMCARE OF NEW HAMPSHIRE, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of EMCARE OF NEW HAMPSHIRE, INC. (the
"Corporation") shall be such registered agent and office as shall from time to
time be established pursuant to the articles of incorporation, as amended from
time to time, of the Corporation (the "Charter") or by resolution of the Board
of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of New Hampshire as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.01. Meetings of Stockholders of the Corporation (the "Stockholders") for
any purpose may be held at such place, within or without the State of New
Hampshire, as shall be fixed from time to time by the Board, or, if the Board
has not so specified, then at such place as may be fixed by the person or
persons calling the meeting.

     2.02. An annual meeting of the Stockholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Stockholders, a complete
list of the Stockholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Stockholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Stockholder who may be present.

     2.04. Special meetings of the Stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote at the meetings. Business
transacted at all special meetings shall be confined to the objects stated in
the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Stockholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
Stockholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Stockholders, the


Page 1
Bylaws for EmCare of



Stockholders entitled to vote thereat, present in person or represented by
proxy, shall nevertheless have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At an adjourned session at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders, unless otherwise provided by statute or the Charter. At any
meeting of the Stockholders, every Stockholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Stockholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Stockholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.

     2.10. Any action required by statute to be taken at a meeting of the
Stockholders, or any action which may be taken at a meeting of the Stockholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Stockholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Stockholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Stockholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Stockholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Stockholders at the
annual meeting or a New Hampshire special meeting called for that purpose, but
no decrease shall have the effect of shortening the term of an incumbent
director. Directors need not be Stockholders or residents of the State of New
Hampshire. The directors shall be elected at the annual meeting of the
Stockholders, except as hereinafter provided, and each director elected shall
hold office until his or her successor shall be elected and shall qualify.


Page 2
Bylaws for EmCare of



     3.03. At any meeting of Stockholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Stockholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Stockholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Stockholders.

     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Stockholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         EXECUTIVE AND OTHER COMMITTEES

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              MEETINGS OF DIRECTORS

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of New Hampshire.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Stockholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically


Page 3
Bylaws for EmCare of



provided by statute or by the Charter or by these bylaws. If a quorum shall not
be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            COMPENSATION OF DIRECTORS

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Stockholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Stockholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Stockholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.


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     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              CHAIRMAN OF THE BOARD

     5.06. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             CHIEF EXECUTIVE OFFICER

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           VICE-CHAIRMAN OF THE BOARD

     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Stockholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  THE PRESIDENT

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Stockholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  THE TREASURER

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.


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     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  OTHER OFFICES

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Stockholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of State of New Hampshire. Each certificate shall be signed by either
the President or any Vice President then in office and by either the Secretary,
an Assistant Secretary, or any Treasurer then in office, and may be sealed with
the seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, other than the Corporation or an employee of the Corporation,
the signature of any such officer of the Corporation may be a facsimile.
Whenever the Corporation shall be authorized to issue more than one class of
stock, there shall be (1) set forth conspicuously upon the face or back of each
certificate a full statement of (a) all of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and (b) if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences
of the shares of each series so far as the same have been fixed and determined
and the authority of the Board to fix and determine the relative rights and
preferences of subsequent series; or (2) stated conspicuously on the face or
back of the certificate that (a) such a statement is set forth in the Charter on
file in the office of the Secretary of State of New Hampshire and (b) the
Corporation will furnish a copy of such statement to the record holder of the
certificate without charge upon request to the Corporation at its principal
place of business or registered office. Whenever the Corporation by the Charter
has limited or denied the preemptive rights of Stockholders to acquire unissued
or treasury shares of the Corporation, each certificate (1) shall conspicuously
set forth upon the face or back of such certificate a full statement of the
limitation or denial of preemptive rights contained in the Charter, or (2) shall
conspicuously state on the face or back of the certificate that (a) such
statement is set forth in the Charter on file in the office of the Secretary of
State of New Hampshire and (b) the Corporation will furnish a copy of such
statement to the record holder of the certificate without charge upon request to
the Corporation at its principal place of business or registered office. If any
restriction on the transfer or the registration of the transfer of shares shall
be imposed or agreed to by the Corporation, as permitted by law, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that


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such a restriction exists pursuant to a specified document and (a) that the
Corporation will furnish to the record holder of the certificate without charge
upon written request to the corporation at its principal place of business or
registered office a copy of the specified document, or (b) if such document is
one required or permitted to be and has been filed under the New Hampshire
Business Corporation Act, that such document is on file in the office of the
Secretary of State of New Hampshire and contains a full statement of such
restriction.

                                LOST CERTIFICATES

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

                               TRANSFER OF SHARES

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by State of New Hampshire law, it shall be the duty of the
Corporation or the transfer agent of the Corporation to register the transfer as
requested.

                             REGISTERED STOCKHOLDERS

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Stockholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.


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                                    RESERVES

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     CHECKS

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       EXECUTION OF CONTRACTS, DEEDS, ETC.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   FISCAL YEAR

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              VOTING OF SECURITIES

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 INDEMNIFICATION

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, arbitral, administrative, or investigative, any appeal in such action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding, because such person is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief


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that he has met the standard of conduct necessary for indemnification and (ii) a
written undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the stockholders with or before the notice or waiver of notice of the
next Stockholder's meeting or with or before the next submission to Stockholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Stockholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Stockholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1)  the Charter or statute reserves the power exclusively to the
               Stockholders in whole or part; or

          (2)  the Stockholders in amending, repealing or adopting a particular
               bylaw expressly provide that the Board may not amend or repeal
               such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Stockholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Stockholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


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                                     BYLAWS

8.02. Unless the Charter or a bylaw adopted by the Stockholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Stockholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.

EX-3.204

                                                                   Exhibit 3.204

                         NEW JERSEY DEPARTMENT OF STATE
                        DIVISION OF COMMERCIAL RECORDING
                      CERTIFICATE OF INCORPORATION, PROFIT
               (Title 14A:2-7 New Jersey Business Corporation Act
                    For Use by Domestic Profit Corporations)

THIS IS TO CERTIFY THAT, there is hereby organized a corporation under and by
virtue of the above noted statute of the New Jersey Statutes.

1. Name of Corporation: EmCare of New Jersey, Inc.

2. The purpose for which this corporation is organized is (are) to engage in any
activity within the purposes for which corporations may be organized under
N.J.S.A. 14A 1-1 et seq.:

3. Registered Agent: National Registered Agents, Inc., of NJ

4. Registered Office: 810 Bear Tavern Road West Trenton, NJ 08628

5. The aggregate number of shares which the corporation shall have authority to
issue is:

1,000 - Par value $.01 per share

6. If applicable, set forth the designation of each class and series of shares,
the number in each, and a statement of the relative rights, preferences and
limitations.

Common Stock with no preemptive rights or cumulative voting.

7. If applicable, set forth a statement of any authority vested in the board to
divide the shares into classes or series or both and to determine or change
their designation number, relative rights, preferences and limitations.

N/A

8. The first Board of Directors shall consist of two (2) Directors (minimum of
one).
Name            Street Address            City              State            Zip
Leonard M. Riggs, Jr., M.D. 1717 Main Street, Suite 5200, Dallas, TX 75201
William F. Miller, III 1717 Main Street, Suite 5200, Dallas, TX 75201

9. Name and Address of Incorporator(s):
Name            Street Address            City              State            Zip
William F. Miller, III     1717 Main Street, Suite 5200, Dallas, TX  75201

10. The duration of the corporation is: Perpetual

                                       1


11. Other provisions: N/A

IN WITNESS WHEREOF, each individual incorporator being over eighteen years of
age has signed this certificate, or if the Incorporator is a corporation has
caused this Certificate to be signed by its duly authorized officers this 23rd
day of March, 1998.

Signature: /s/ William F. Miller, III       Signature: _________________________
           ---------------------------
               William F. Miller, III

Signature: ___________________________      Signature: _________________________

                                       2

EX-3.205

                                                                   Exhibit 3.205

                                     BYLAWS

                                       OF

                           EMCARE OF NEW JERSEY, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of EMCARE OF NEW JERSEY, INC. (the
"Corporation") shall be such registered agent and office as shall from time to
time be established pursuant to the articles of incorporation, as amended from
time to time, of the Corporation (the "Charter") or by resolution of the Board
of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Massachusetts as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.01. Meetings of Stockholders of the Corporation (the "Stockholders") for
any purpose may be held at such place, within or without the State of
Massachusetts, as shall be fixed from time to time by the Board, or, if the
Board has not so specified, then at such place as may be fixed by the person or
persons calling the meeting.

     2.02. An annual meeting of the Stockholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Stockholders, a complete
list of the Stockholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Stockholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Stockholder who may be present.

     2.04. Special meetings of the Stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote at the meetings. Business
transacted at all special meetings shall be confined to the objects stated in
the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Stockholder of record entitled to vote at the meeting.



     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
Stockholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Stockholders, the Stockholders
entitled to vote thereat, present in person or represented by proxy, shall
nevertheless have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At an adjourned session at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders, unless otherwise provided by statute or the Charter. At any
meeting of the Stockholders, every Stockholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Stockholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Stockholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.

     2.10. Any action required by statute to be taken at a meeting of the
Stockholders, or any action which may be taken at a meeting of the Stockholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Stockholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Stockholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Stockholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Stockholders.



     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Stockholders at the
annual meeting or a Massachusetts special meeting called for that purpose, but
no decrease shall have the effect of shortening the term of an incumbent
director. Directors need not be Stockholders or residents of the State of
Massachusetts. The directors shall be elected at the annual meeting of the
Stockholders, except as hereinafter provided, and each director elected shall
hold office until his or her successor shall be elected and shall qualify.

     3.03. At any meeting of Stockholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Stockholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Stockholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Stockholders.

     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Stockholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         EXECUTIVE AND OTHER COMMITTEES

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              MEETINGS OF DIRECTORS

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Massachusetts.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Stockholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.



     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically provided by statute or by the Charter or by these
bylaws. If a quorum shall not be present at any meeting of directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            COMPENSATION OF DIRECTORS

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Stockholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Stockholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Stockholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.



                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.

     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              CHAIRMAN OF THE BOARD

     5.06. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             CHIEF EXECUTIVE OFFICER

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           VICE-CHAIRMAN OF THE BOARD

     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Stockholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  THE PRESIDENT

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.



                     THE SECRETARY AND ASSISTANT SECRETARIES

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Stockholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  THE TREASURER

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.

     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  OTHER OFFICES

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Stockholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of State of Massachusetts. Each certificate shall be signed by either
the President or any Vice President then in office and by either the Secretary,
an Assistant Secretary, or any Treasurer then in office, and may be sealed with
the seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, other than the Corporation or an employee of the Corporation,
the signature of any such officer of the Corporation may be a facsimile.



Whenever the Corporation shall be authorized to issue more than one class of
stock, there shall be (1) set forth conspicuously upon the face or back of each
certificate a full statement of (a) all of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and (b) if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences
of the shares of each series so far as the same have been fixed and determined
and the authority of the Board to fix and determine the relative rights and
preferences of subsequent series; or (2) stated conspicuously on the face or
back of the certificate that (a) such a statement is set forth in the Charter on
file in the office of the Secretary of State of Massachusetts and (b) the
Corporation will furnish a copy of such statement to the record holder of the
certificate without charge upon request to the Corporation at its principal
place of business or registered office. Whenever the Corporation by the Charter
has limited or denied the preemptive rights of Stockholders to acquire unissued
or treasury shares of the Corporation, each certificate (1) shall conspicuously
set forth upon the face or back of such certificate a full statement of the
limitation or denial of preemptive rights contained in the Charter, or (2) shall
conspicuously state on the face or back of the certificate that (a) such
statement is set forth in the Charter on file in the office of the Secretary of
State of Massachusetts and (b) the Corporation will furnish a copy of such
statement to the record holder of the certificate without charge upon request to
the Corporation at its principal place of business or registered office. If any
restriction on the transfer or the registration of the transfer of shares shall
be imposed or agreed to by the Corporation, as permitted by law, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that such a
restriction exists pursuant to a specified document and (a) that the Corporation
will furnish to the record holder of the certificate without charge upon written
request to the corporation at its principal place of business or registered
office a copy of the specified document, or (b) if such document is one required
or permitted to be and has been filed under the Massachusetts Business
Corporation Act, that such document is on file in the office of the Secretary of
State of Massachusetts and contains a full statement of such restriction.

                                LOST CERTIFICATES

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

                               TRANSFER OF SHARES

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by State of Massachusetts law, it shall be the duty of the
Corporation or the transfer agent of the Corporation to register the transfer as
requested.

                             REGISTERED STOCKHOLDERS

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.



                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Stockholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.

                                    RESERVES

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     CHECKS

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       EXECUTION OF CONTRACTS, DEEDS, ETC.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   FISCAL YEAR

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              VOTING OF SECURITIES

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 INDEMNIFICATION

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named



defendant or respondent to any threatened, pending, or completed action, suit,
or proceeding, whether civil, criminal, arbitral, administrative, or
investigative, any appeal in such action, suit, or proceeding, and any inquiry
or investigation that could lead to such an action, suit, or proceeding, because
such person is or was a director or officer of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, partner,
venturer, proprietor, trustee, employee, agent, or similar functionary of
another corporation, partnership, joint venture, sole proprietorship, trust,
employee benefit plan, or other enterprise, against judgments, penalties
(including excise and similar taxes), fines, settlements, and reasonable
expenses (including attorneys' fees) actually incurred by such person in
connection with such action, suit, or proceeding. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a presumption
that an individual did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief that he has met
the standard of conduct necessary for indemnification and (ii) a written
undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the stockholders with or before the notice or waiver of notice of the
next Stockholder's meeting or with or before the next submission to Stockholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Stockholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Stockholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.



                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1)  the Charter or statute reserves the power exclusively to the
               Stockholders in whole or part; or

          (2)  the Stockholders in amending, repealing or adopting a particular
               bylaw expressly provide that the Board may not amend or repeal
               such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Stockholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Stockholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.

EX-3.206

                                                                   Exhibit 3.206

INSTRUCTIONS: File in DUPLICATE with the Secretary of State, State Capitol,
Little Rock, AR 72201-1094 with payment of fees. Duplicate copy will be returned
to the corporation at the listed address.

PLEASE TYPE OR PRINT

                STATE OF ARKANSAS - OFFICE OF SECRETARY OF STATE
                            ARTICLES OF INCORPORATION
                                       OF
                        EMCARE CONTRACT OF ARKANSAS, INC.

      The undersigned, acting as incorporators of a corporation under the
Arkansas Business Corporation Act (Act 958 of 1987), adopt the following
articles of incorporation of such Corporation:

      FIRST: The Name of the Corporation is:

                        EMCARE CONTRACT OF ARKANSAS, INC.

      Must contain the word "Corporation", "Incorporated", "Company", "Limited",
      or the abbreviation "Corp.", "Inc.", "Co.", or "Ltd." or words or
      abbreviations of like import in another language.

      SECOND: The aggregate number of shares which the corporation shall have
      the authority to issue is 1,000 share.

      The designation of each class, the number of shares of each class, or a
statement that the shares of any class are without par value, are as follows:



                                                                    PAR VALUE PER SHARE OR
NUMBER OF                                                           STATEMENT THAT SHARES
 SHARES                 CLASS          SERIES (IF ANY)              ARE WITHOUT PAR VALUE
- ---------               -----          ---------------              -----------------------
                                                           
1,000                   Common             N/A                              $0.01


THIRD: The initial registered office of this corporation shall be located at 101
South Spring Street, Little Rock, AR 72201 and the name of the initial
registered agent of this corporation at that address is National Registered
Agents, Inc. of AR.



FOURTH: The name and address of each incorporator is as follows:

     NAME                                     ADDRESS

Scott W. Roloff               1717 Main Street, 52nd Fl., Dallas, TX 75201

FIFTH: The nature of the business of the corporation and the object or purposes
proposed to be transacted, promoted or carried on by it, are as follows:

(a) The primary purpose of the corporation shall be to provide non-medical
services to hospitals.

(b) To conduct any other business enterprise not contrary to law.

(c) To exercise all of the powers enumerated in Section 4-27-302 of the Arkansas
Business Corporation Act.

SIXTH:  EXECUTED this 27th day of August 1998.

                                                /s/ Scott W. Roloff
                                                ------------------------------
                                                Scott W. Roloff   Signature
                                                Incorporator

      Title (Pres., other officer, Chairman of the Board or by Incorporator
pending election of corporate officers)

                                       2


                                    EXHIBIT A

Mandatory Redemption of Shares of Deceased. in the event that a shareholder of
the corporation dies or becomes no longer qualified to own shares in the
corporation, the corporation shall redeem all of the shares of Common Stock
owned by said shareholder for a purchase price of $1.00 per share.

Preemptive Rights. No share shall bear any preemptive right of its shareholder
to acquire additional shares.

No Cumulative Voting Rights. The holders of shares of each and every class and
series in the corporation shall not be entitled to cumulative voting rights in
the election of directors of the corporation, in any and all circumstances.

                                       3


     Corporation and UCC Records - Elections - Capitol Building and Grounds

ARKANSAS SECRETARY OF STATE
SHARON PRIEST

State Capitol - Little Rock, Arkansas 72201-1094 - 501.682.1010

                      NOTICE OF CHANGE OF REGISTERED OFFICE
                          OR REGISTERED AGENT, OR BOTH

To:  Sharon Priest
Secretary of State
Corporations Division
State Capitol
Little Rock, Arkansas 72201-1094

      Pursuant to the Corporation Laws of the State of Arkansas, (Act 958 of
1987), the undersigned corporation submits the following statement for the
purpose of changing its registered office or its registered agent, or both in
the State of Arkansas. If this statement reflects a change of registered office,
this form must be accompanied by notice of such change to any and all applicable
corporations.

                                                  [  ] Foreign      [x] Domestic

1.    Name of corporation: EMCARE CONTRACT OF ARKANSAS, INC.

2.    Street address of present registered office: Suite 1202, 323 Center St.
      Little Rock, AK 72201

3.    Street address to which registered office is to be changed: 120 East
      Fourth Street, Little Rock, AR 72201

4.    Name of present registered agent: National Registered Agents Inc.

5.    Name of successor registered agent: Corporation Service Company

I, Corporation Service Company, hereby consent to serve as registered agent for
this corporation.

/s/ Deborah D. Skipper
- -----------------------------
Successor Agent
Deborah D. Skipper
Asst. V. Pres.

A letter of consent from successor agent may be substituted in lieu of this
signature.

6. The address of its registered office and the address of the business office
of its registered agent, as changed, will be identical.

MUST BE FILED IN DUPLICATE

                                       4


A copy bearing the file marks of the Secretary of State shall be returned.

If this corporation is governed by Act 576 of 1965 such change must be filed
with the County Clerk of the County in which its registered office is located,
unless the registered office is located in Pulaski County, in which event no
filing with the County Clerk is required.

Dated  Aug. 14  2002.

                                               /s/ Laura R. Dunlap
                                               -----------------------------
                                               Laura R. Dunlap
                                              Signature of Authorized Officer

                                             Laura R. Dunlap, Attorney in Fact
                                                  Title of Authorized Officer

                                                ________________________________
                                                Secretary or Assistant Secretary

Fee  $25.00

                                       5


                      NOTICE OF CHANGE OF REGISTERED OFFICE
                             BY THE REGISTERED AGENT
                                FOR A CORPORATION

To: Sharon Priest
    Secretary of State
    Corporation Division
    State Capitol
    Little Rock, Arkansas 72201-1094

Pursuant to the Corporation Laws of the State of Arkansas, the undersigned
registered agent submits the following statement for the purpose of changing its
registered office for the below named corporation in the state of Arkansas.

                                                                     [ ] Foreign
                                                                   [x] Domestic.

1.    Name of Corporation: EMCARE CONTRACT OF ARKANSAS, INC.

2.    Address of its present registered office: 101 South Spring Street, Little
      Rock, AR 72201 Street Address, City, State, Zip

3.    Address to which registered office is to be changed: The Tower Building,
      323 Center Street, Suite 1202, Little Rock, AR 72201 Street Address, City,
      State, Zip

4.    Name of the present registered agent: National Registered Agents, Inc. of
      AR

5.    The address of its registered office and the address of the business
      office of its registered agent, as changed, will be identical.

6.    The above named corporation has been notified of the change of address of
      its registered office.

Dated:  March 26, 2002

                                          National Registered Agents, Inc. of AR

                                                     /s/ Dennis E. Howarth
                                                     ---------------------------
                                                     Dennis E. Howarth
                                                     Name of Authorized Officer

                                                     President
                                                     Title of Authorized Officer

                                       6

EX-3.207

                                                                   Exhibit 3.207

                                     BYLAWS

                                       OF

                        EMCARE CONTRACT OF ARKANSAS, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of EMCARE CONTRACT OF ARKANSAS, INC.
(the "Corporation") shall be such registered agent and office as shall from time
to time be established pursuant to the articles of incorporation, as amended
from time to time, of the Corporation (the "Charter") or by resolution of the
Board of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of New Jersey as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.01. Meetings of Stockholders of the Corporation (the "Stockholders") for
any purpose may be held at such place, within or without the State of New
Jersey, as shall be fixed from time to time by the Board, or, if the Board has
not so specified, then at such place as may be fixed by the person or persons
calling the meeting.

     2.02. An annual meeting of the Stockholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Stockholders, a complete
list of the Stockholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Stockholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Stockholder who may be present.

     2.04. Special meetings of the Stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a



majority of the Board, or the holders of not less than ten percent of all the
shares entitled to vote at the meetings. Business transacted at all special
meetings shall be confined to the objects stated in the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Stockholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
Stockholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Stockholders, the Stockholders
entitled to vote thereat, present in person or represented by proxy, shall
nevertheless have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At an adjourned session at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders, unless otherwise provided by statute or the Charter. At any
meeting of the Stockholders, every Stockholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Stockholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Stockholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.


                                        2



     2.10. Any action required by statute to be taken at a meeting of the
Stockholders, or any action which may be taken at a meeting of the Stockholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Stockholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Stockholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Stockholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Stockholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Stockholders at the
annual meeting or a special meeting called for that purpose, but no decrease
shall have the effect of shortening the term of an incumbent director. Directors
need not be Stockholders or residents of the State of New Jersey. The directors
shall be elected at the annual meeting of the Stockholders, except as
hereinafter provided, and each director elected shall hold office until his or
her successor shall be elected and shall qualify.

     3.03. At any meeting of Stockholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Stockholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Stockholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Stockholders.


                                        3



     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Stockholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         Executive and Other Committees

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              Meetings of Directors

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of New Jersey.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Stockholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.


                                        4



     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically provided by statute or by the Charter or by these
bylaws. If a quorum shall not be present at any meeting of directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            Compensation of Directors

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Stockholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Stockholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Stockholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.


                                        5



                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.

     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              Chairman of the Board

     5.06. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             Chief Executive Officer

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           Vice-Chairman of the Board


                                        6



     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Stockholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  The President

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     The Secretary and Assistant Secretaries

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Stockholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  The Treasurer

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.

     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.


                                        7



                                  Other Offices

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Stockholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of New Jersey. Each certificate shall be signed by either the President
or any Vice President then in office and by either the Secretary, an Assistant
Secretary, or any Treasurer then in office, and may be sealed with the seal of
the Corporation or a facsimile thereof. If any certificate is countersigned by a
transfer agent, or an assistant transfer agent or registered by a registrar,
other than the Corporation or an employee of the Corporation, the signature of
any such officer of the Corporation may be a facsimile. Whenever the Corporation
shall be authorized to issue more than one class of stock, there shall be (1)
set forth conspicuously upon the face or back of each certificate a full
statement of (a) all of the designations, preferences, limitations, and relative
rights of the shares of each class authorized to be issued and (b) if the
Corporation is authorized to issue any preferred or special class in series, the
variations in the relative rights and preferences of the shares of each series
so far as the same have been fixed and determined and the authority of the Board
to fix and determine the relative rights and preferences of subsequent series;
or (2) stated conspicuously on the face or back of the certificate that (a) such
a statement is set forth in the Charter on file in the office of the Secretary
of the State of New Jersey and (b) the Corporation will furnish a copy of such
statement to the record holder of the certificate without charge upon request to
the Corporation at its principal place of business or registered office.
Whenever the Corporation by the Charter has limited or denied the preemptive
rights of Stockholders to acquire unissued or treasury shares of the
Corporation, each certificate (1) shall conspicuously set forth upon the face or
back of such certificate a full statement of the limitation or denial of
preemptive rights contained in the Charter, or (2) shall conspicuously state on
the face or back of the certificate that (a) such statement is set forth in the
Charter on file in the office of the Secretary of New Jersey and (b) the
Corporation will furnish a copy of such statement to the record holder of the
certificate without charge upon request to the Corporation at its principal
place of business or registered office. If any restriction on the transfer or
the registration of the transfer of shares shall be imposed or agreed to by the
Corporation, as permitted by law, each certificate representing shares so
restricted (1) shall conspicuously set forth a full or summary statement of the
restriction on the face of the certificate, or (2) shall set forth such
statement on the back of the certificate and conspicuously refer to the same on
the


                                        8



face of the certificate, or (3) shall conspicuously state on the face or back of
the certificate that such a restriction exists pursuant to a specified document
and (a) that the Corporation will furnish to the record holder of the
certificate without charge upon written request to the corporation at its
principal place of business or registered office a copy of the specified
document, or (b) if such document is one required or permitted to be and has
been filed under the Arkansas Business Corporation Act, that such document is on
file in the office of the Secretary of State of Arkansas and contains a full
statement of such restriction.

                                Lost Certificates

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

                               Transfer of Shares

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by New Jersey law, it shall be the duty of the Corporation or
the transfer agent of the Corporation to register the transfer as requested.

                             Registered Stockholders

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    Dividends

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Stockholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer


                                        9



books for such purpose for a period of not more than fifty days prior to the
payment date of such dividend. In the absence of any action by the Board, the
date upon which the Board adopts the resolution declaring such dividend shall be
the record date.

                                    Reserves

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     Checks

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       Execution of Contracts, Deeds, Etc.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   Fiscal Year

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              Voting of Securities

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 Indemnification

     7.07. (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is


                                       10



threatened to be made a named defendant or respondent to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
arbitral, administrative, or investigative, any appeal in such action, suit, or
proceeding, and any inquiry or investigation that could lead to such an action,
suit, or proceeding, because such person is or was a director or officer of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief that he has met
the standard of conduct necessary for indemnification and (ii) a written
undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the stockholders with or before the notice or waiver of notice of the
next Stockholder's meeting or with or before the next submission to Stockholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the


                                       11



Charter, a resolution of Stockholders or directors of the Corporation, an
agreement or otherwise, and shall continue as to a person who has ceased to be a
director, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of such a person. The rights provided in
this Section 7.07 shall be deemed to be provided by a contract between the
Corporation and the individuals who serve in the capacities described in
subsection (a) hereof at any time while these bylaws are in effect, and no
repeal or modification of this Section 7.07 by the Stockholders shall adversely
affect any right of any person otherwise entitled to indemnification by virtue
of this Section 7.07 at the time of such repeal or modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1)  the Charter or statute reserves the power exclusively to the
               Stockholders in whole or part; or

          (2)  the Stockholders in amending, repealing or adopting a particular
               bylaw expressly provide that the Board may not amend or repeal
               such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Stockholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Stockholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                       12

EX-3.208

                                                                   Exhibit 3.208

                                 New York State
                               Department of State

                          CERTIFICATE OF INCORPORATION

                                       OF

                            EMCARE OF NEW YORK, INC.

                Under Section 402 of the Business Corporation Law

IT IS HEREBY CERTIFIED THAT:

      FIRST: The name of the corporation is: EMCARE OF NEW YORK, INC.

      SECOND: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized pursuant to the Business
Corporation Law of the State of New York. The Corporation is not to engage in
any act or activity requiring any consents or approvals by law without such
consent or approval first being obtained.

      For the accomplishment of the aforesaid purposes, and in furtherance
thereof, the Corporation shall have and may exercise, all of the powers
conferred by the Business Corporation law upon corporations formed thereunder,
subject to any limitations contained in Article 2 of said law or in accordance
with the provisions of any other statute of the State of New York.

      THIRD: The number of shares which the corporation shall have the authority
to issue is 1,000, at $0.01 par value.

      FOURTH: The principal office of the corporation is to be located in the
County of New York, State of New York.

      FIFTH: The Secretary of State is designated as the agent of the
corporation upon whom process against the corporation may be served. The post
office address within the State of New York to which the Secretary of State
shall mail a copy of any process against the corporation served upon him is:

                                      c/o National Registered Agents, Inc.
                                      440 9th Avenue, 5th Floor
                                      New York, NY  10001

The undersigned incorporator is of the age of eighteen years or older.



IN WITNESS WHEREOF, this certificate has been subscribed this 9th day of April ,
1998 by the undersigned who affirms that the statements made herein are true
under the penalties of perjury.

     /s/ William F. Miller III
- --------------------------------------
William F. Miller III, Incorporator                      1717 Main Street, #5200
                                                         Dallas, Texas  75201



                              CERTIFICATE OF CHANGE

                                       OF

                            EMCARE OF NEW YORK, INC.

         (Pursuant to Section 805-A(b) of the Business Corporation Law)

FIRST: The name of the corporation is EMCARE OF NEW YORK, INC. and if it has
been changed, the name under which it was formed is:

SECOND: The certificate of incorporation of the corporation was filed by the
Department of State on April 24, 1998.

THIRD: The certificate of incorporation of the corporation is hereby changed, so
as to change the post office address to which the Secretary of State shall mail
a copy of any process against the corporation served upon him.

      "The post office address within the State of New York to which the
      Secretary of State shall mail a copy of any process against the
      corporation served upon him is c/o National Registered Agents, Inc., 875
      Avenue of the Americas, Suite 501, New York, NY 10001."

FOURTH: A notice of the proposed change has been sent to the corporation by the
party signing this Certificate not less than thirty days prior to this filing
and no objection to the change has been received.

FIFTH: The party signing this change is the party to whom the Secretary of State
is required to send copies of service of process.

Executed on this 23rd day of June, 2002.

                                      National Registered Agents, Inc.

                                                /s/ Dennis E. Howarth
                                      ------------------------------------------
                                      Dennis E. Howarth, President



                                 New York State
                               Department of State
                     Division of Corporations State Records
                           and Uniform Commercial Code
                                 41 State Street
                                Albany, NY 12231

                              CERTIFICATE OF CHANGE
                                       OF

                            EMCARE OF NEW YORK, INC.
                      (Insert Name of Domestic Corporation)

               Under Section 805-A of the Business Corporation Law

FIRST: The name of the corporation is: EMCARE OF NEW YORK, INC.

If the name of the corporation has been changed, the name under which it was
formed is: _____________________________________________________________________

SECOND: The certificate of incorporation was filed by the Department of State
on: April 24, 1998

THIRD: The change(s) effected hereby are: [Check appropriate box(es)]

      _     The county location, within this state, in which the office of the
            corporation is located, is changed to: _____________________________

      X     The address to which the Secretary of State shall forward copies of
            process accepted on behalf of the corporation is changed to: c/o
            Corporation Service Company, 80 State Street, Albany, NY 12207-2543

      _     The corporation hereby: [check one]

            X     Designates Corporation Service Company 80 State Street,
                  Albany, NY 12207-2543 as its registered agent upon whom
                  process against the corporation may be served.

            _     Changes the designation of its registered agent to: __________
                  ______________________________________________________________

            _     Changes the address of its registered agent to: ______________
                  ______________________________________________________________

            _     Revokes the authority of its registered agent.



FOURTH:  The change was authorized by the board of directors.

         /s/ Laura R. Dunlap                   LAURA R. DUNLAP, Attorney in Fact
- ------------------------------------       -------------------------------------
         (Signature)                           (Name and Capacity of Signer)

                              CERTIFICATE OF CHANGE

                                       OF

                            EMCARE OF NEW YORK, INC.
                      (Insert Name of Domestic Corporation)

               Under Section 805-A of the Business Corporation Law

Filer's Name: ROBYN E. BAKALAR

Address: 5200 1717 MAIN STREET

City, State and Zip Code: DALLAS, TX 75201

NOTE: This form was prepared by the New York State Department of State. You are
not required to use this form. You may draft your own form or use forms
available at legal stationery stores. The Department of State recommends that
all documents be prepared under the guidance of an attorney. The certificate
must be submitted with a $30 filing fee.

________________________________________________________________________________
For Office Use Only

EX-3.209

                                                                   Exhibit 3.209

                                     BYLAWS

                                       OF

                            EMCARE OF NEW YORK, INC.

                                    ARTICLE I

                                     OFFICES

         1.01. The registered agent and office of EmCare of New York, Inc. (the
"Corporation") shall be such registered agent and office as shall from time to
time be established pursuant to the articles of incorporation, as amended from
time to time, of the Corporation (the "Charter") or by resolution of the Board
of Directors of the Corporation (the "Board").

         1.02. The Corporation may also have offices at such other places both
within and without the State of Massachusetts as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         2.01. Meetings of Stockholders of the Corporation (the "Stockholders")
for any purpose may be held at such place, within or without the State of
Massachusetts, as shall be fixed from time to time by the Board, or, if the
Board has not so specified, then at such place as may be fixed by the person or
persons calling the meeting.

         2.02. An annual meeting of the Stockholders shall be held at such date
and time as shall be fixed from time to time by the Board, at which they shall
elect a Board, and transact such other business as may properly be brought
before the meeting.

         2.03. At least ten days before each meeting of Stockholders, a complete
list of the Stockholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Stockholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Stockholder who may be present.

         2.04. Special meetings of the Stockholders, for any purpose or
purposes, unless otherwise prescribed by statute, the Charter, or these bylaws,
may be called by the President, a majority of the Board, or the holders of not
less than ten percent of all the shares entitled to vote at the meetings.
Business transacted at all special meetings shall be confined to the objects
stated in the notice of the meeting.

         2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Stockholder of record entitled to vote at the meeting.

         2.06. The holders of a majority of the shares of the Corporation issued
and outstanding and entitled to vote thereat, present in person or represented
by proxy, shall be requisite and shall constitute a quorum at all meetings of
the Stockholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Stockholders, the



Stockholders entitled to vote thereat, present in person or represented by
proxy, shall nevertheless have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At an adjourned session at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

         2.07. When a quorum is present at any meeting, the vote of the holders
of a majority of the shares of the Corporation having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which, by express provision of any
applicable statute, the Charter, or these bylaws, a different vote is required,
in which case such express provision shall govern and control the decision of
such question. The Stockholders present at a duly organized meeting may continue
to transact business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

         2.08. Each outstanding share of the Corporation, regardless of class,
shall be entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders, unless otherwise provided by statute or the Charter. At any
meeting of the Stockholders, every Stockholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Stockholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Stockholders present at the meeting.

         2.09. The Board may fix in advance a record date for the purpose of
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.

         2.10. Any action required by statute to be taken at a meeting of the
Stockholders, or any action which may be taken at a meeting of the Stockholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Stockholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Stockholders.

         2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Stockholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

         3.01. The business and affairs of the Corporation shall be managed by
the Board who may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute or by the Charter or by these
bylaws directed or required to be exercised or done by the Stockholders.

         3.02. The initial Board shall be as stated in the Charter. Thereafter,
the number of directors which shall constitute the full Board shall be as
determined from time to time by resolution of the Board or by the Stockholders
at the annual meeting or a Massachusetts special meeting called for that
purpose, but no decrease shall have the effect of shortening the term of an
incumbent director. Directors need not be Stockholders or residents of the State
of Massachusetts. The directors shall be elected at the annual meeting of the
Stockholders, except as hereinafter provided, and each director elected shall
hold office until his or her successor shall be elected and shall qualify.

                                       2



         3.03. At any meeting of Stockholders called expressly for such purpose,
any director or the entire Board may be removed, with or without cause, by vote
of the holders of a majority of the shares of the Corporation then entitled to
vote at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Stockholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Stockholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Stockholders.

         3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

         3.05. At each election for directors, every Stockholder entitled to
vote at such election shall have the right to vote, in person or by proxy, the
number of shares owned by such Stockholder for as many persons as there are
directors to be elected and for whose election he has a right to vote, or to
cumulate his votes by giving one candidate as many votes as the number of such
directors multiplied by his shares shall equal, or by distributing such votes on
the same principle.

                         EXECUTIVE AND OTHER COMMITTEES

         3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              MEETINGS OF DIRECTORS

         3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Massachusetts.

         3.08. The first meeting of each newly elected Board shall be held
without further notice immediately following the annual meeting of Stockholders,
and at the same place, unless by unanimous consent of the directors then elected
and serving such time or place shall be changed.

         3.09. Regular meetings of the Board may be held without notice at such
time and place as shall from time to time be determined by the Board.

         3.10. Special meetings of the Board may be called by the President on
two days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

         3.11. At all meetings of the Board the presence of a majority of the
full Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically

                                       3



provided by statute or by the Charter or by these bylaws. If a quorum shall not
be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

         3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

         3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            COMPENSATION OF DIRECTORS

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

                                   ARTICLE IV

                                     NOTICES

         4.01. Whenever under the provisions of any applicable statute, the
Charter or these bylaws, notice is required to be given to any director or
Stockholder, and no provision is made as to how such notice shall be given, it
shall not be construed to mean personal notice, but any such notice may be given
by mail, postage prepaid, addressed to such director or Stockholder at such
address as appears on the books of the Corporation. Any notice required or
permitted to be given by mail shall be deemed to be given at the time when the
same shall be thus deposited in the United States mails as aforesaid.

         4.02. Whenever any notice is required to be given to any Stockholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

         5.01. The officers of the Corporation shall be elected by the directors
and shall include a Chairman of the Board, a President, a Treasurer and a
Secretary. The Board may also, at its discretion, elect a Vice Chairman of the
Board, one or more Executive Vice Presidents or Vice Presidents and a Treasurer.
Such other officers, including assistant officers, and agents as may be deemed
necessary may be elected or appointed by the Board. Any two or more offices may
be held by the same person.

         5.02. The Board at its first meeting after each annual meeting of
Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.

                                       4



         5.03. The Board may appoint such other officers and agents as it shall
deem necessary, who shall be appointed for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board.

         5.04. The salaries of all officers and agents of the Corporation shall
be fixed by the Board. Unless so fixed by the Board each officer of the
Corporation shall serve without remuneration.

         5.05. Each officer of the Corporation shall hold office until his
successor is chosen and qualified in his stead or until his death or until his
resignation or removal from office. Any officer or agent elected or appointed by
the Board may be removed at any time by the Board, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed. If
the office of any officer becomes vacant for any reason, the vacancy may be
filled by the Board.

                              CHAIRMAN OF THE BOARD

         5.06. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             CHIEF EXECUTIVE OFFICER

         5.07. The Board may by resolution designate one of the executive
officers enumerated in Section 5.01 to serve as Chief Executive Officer.

                           VICE-CHAIRMAN OF THE BOARD

         5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Stockholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  THE PRESIDENT

         5.09. The President shall be the chief operating and executive officer
of the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     THE SECRETARY AND ASSISTANT SECRETARIES

         5.10. The Secretary shall attend all sessions of the Board and all
meetings of the Stockholders and record all votes and the minutes of all
proceedings in a book to be kept for that purpose and shall perform like duties
for any committees when required. The Secretary shall give, or cause to be
given, notice of all meetings of the Stockholders and special meetings of the
Board, and shall perform such other duties as may be prescribed by the Board or
the President, under whose supervision the Secretary shall be.

         5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  THE TREASURER

         5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.

                                       5



         5.13. The Treasurer shall disburse the funds of the corporation as may
be ordered by the Board, taking proper vouchers for such disbursements, and
shall render to the directors, at the regular meetings of the Board, or whenever
they may require it, an account of all his or her transactions as Treasurer and
of the financial condition of the Corporation, and shall perform such other
duties as the Board may prescribe or as the President may from time to time
delegate.

         5.14. If required by the Board, the Treasurer shall give the
Corporation a bond in such form, in such sum, and with such surety or sureties
as shall be satisfactory to the Board for the faithful performance of the duties
of the office of Treasurer and for the restoration to the Corporation, in case
of death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

         5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  OTHER OFFICES

         5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

         6.01. Certificates in such form as may be determined by the Board shall
be delivered representing all shares to which Stockholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of State of Massachusetts. Each certificate shall be signed by either
the President or any Vice President then in office and by either the Secretary,
an Assistant Secretary, or any Treasurer then in office, and may be sealed with
the seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, other than the Corporation or an employee of the Corporation,
the signature of any such officer of the Corporation may be a facsimile.
Whenever the Corporation shall be authorized to issue more than one class of
stock, there shall be (1) set forth conspicuously upon the face or back of each
certificate a full statement of (a) all of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and (b) if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences
of the shares of each series so far as the same have been fixed and determined
and the authority of the Board to fix and determine the relative rights and
preferences of subsequent series; or (2) stated conspicuously on the face or
back of the certificate that (a) such a statement is set forth in the Charter on
file in the office of the Secretary of State of Massachusetts and (b) the
Corporation will furnish a copy of such statement to the record holder of the
certificate without charge upon request to the Corporation at its principal
place of business or registered office. Whenever the Corporation by the Charter
has limited or denied the preemptive rights of Stockholders to acquire unissued
or treasury shares of the Corporation, each certificate (1) shall conspicuously
set forth upon the face or back of such certificate a full statement of the
limitation or denial of preemptive rights contained in the Charter, or (2) shall
conspicuously state on the face or back of the certificate that (a) such
statement is set forth in the Charter on file in the office of the Secretary of
State of Massachusetts and (b) the Corporation will furnish a copy of such
statement to the record holder of the certificate without charge upon request to
the Corporation at its principal place of business or registered office. If any
restriction on the transfer or the registration of the transfer of shares shall
be imposed or agreed to by the Corporation, as permitted by law, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that

                                       6



such a restriction exists pursuant to a specified document and (a) that the
Corporation will furnish to the record holder of the certificate without charge
upon written request to the corporation at its principal place of business or
registered office a copy of the specified document, or (b) if such document is
one required or permitted to be and has been filed under the Massachusetts
Business Corporation Act, that such document is on file in the office of the
Secretary of State of Massachusetts and contains a full statement of such
restriction.

                                LOST CERTIFICATES

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

                               TRANSFER OF SHARES

         6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by State of Massachusetts law, it shall be the duty of the
Corporation or the transfer agent of the Corporation to register the transfer as
requested.

                             REGISTERED STOCKHOLDERS

         6.04. Prior to due presentment for transfer, the Corporation may treat
the registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

         7.01. Dividends upon the outstanding shares of the Corporation, subject
to the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Stockholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.

                                       7



                                    RESERVES

         7.02. There may be created by resolution of the Board out of the
surplus of the Corporation such reserve or reserves as the directors from time
to time, in their discretion, think proper to provide for contingencies, or to
repair or maintain any property of the Corporation, or for such other purpose as
the directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     CHECKS

         7.03. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board may from time to time designate.

                       EXECUTION OF CONTRACTS, DEEDS, ETC.

         7.04. The Board may authorize any officer or officers, agent or agents,
in the name and on behalf of the Corporation, to enter into or execute and
deliver any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   FISCAL YEAR

         7.05. The fiscal year of the Corporation shall be fixed by resolution
of the Board.

                              VOTING OF SECURITIES

         7.06. Unless otherwise directed by the Board, the President shall have
full power and authority on behalf of the Corporation to attend, vote and act,
and to execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 INDEMNIFICATION

         7.07 (a) Subject to any limitation which may be contained in the
Charter, the Corporation shall to the full extent permitted by law, indemnify
any person who was, is, or is threatened to be made a named defendant or
respondent to any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, arbitral, administrative, or investigative, any appeal
in such action, suit, or proceeding, and any inquiry or investigation that could
lead to such an action, suit, or proceeding, because such person is or was a
director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, partner, venturer, proprietor, trustee,
employee, agent, or similar functionary of another corporation, partnership,
joint venture, sole proprietorship, trust, employee benefit plan, or other
enterprise, against judgments, penalties (including excise and similar taxes),
fines, settlements, and reasonable expenses (including attorneys' fees) actually
incurred by such person in connection with such action, suit, or proceeding. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that an individual did not act in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

         (b) Subject to any limitation which may be contained in the Charter,
the Corporation shall, to the full extent permitted by law, pay or reimburse on
a current basis the expenses incurred by any person described in subsection (a)
of this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief

                                       8



that he has met the standard of conduct necessary for indemnification and (ii) a
written undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

         (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the stockholders with or before the notice or waiver of notice of the
next Stockholder's meeting or with or before the next submission to Stockholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

         (d) The Corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
Corporation or who is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another foreign or domestic corporation, partnership,
joint venture, sole proprietorship, trust, employee benefit plan, or other
enterprise, against any liability asserted against him and incurred by him in
such a capacity or arising out of his status as such a person, whether or not
the corporation would have the power to indemnify him against that liability
under this article, subject to any restrictions imposed by law. The Corporation
may create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

         (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Stockholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Stockholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.

                                  ARTICLE VIII

                                   AMENDMENTS

         8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

                  (1)      the Charter or statute reserves the power exclusively
                           to the Stockholders in whole or part; or

                  (2)      the Stockholders in amending, repealing or adopting a
                           particular bylaw expressly provide that the Board may
                           not amend or repeal such bylaw.

         8.02. Unless the Charter or a bylaw adopted by the Stockholders
provides otherwise as to all or some portion of the Corporation's bylaws, the
Stockholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.

                                       9

EX-3.210

                                                                   Exhibit 3.210

                             State of North Carolina
                      Department of the Secretary of State

                            ARTICLES OF INCORPORATION

Pursuant to Section 55-2-02 of the General Statutes of North Carolina, the
undersigned does hereby submit these Articles of Incorporation for the purpose
of forming a business corporation.

1.   The name of the corporation is: EmCare of North Carolina, Inc.

2.   The number of shares the corporation is authorized to issue is: 1,000

     These shares shall be: (check either a or b)

     a. [X] all of one class, designated as common stock; or

     b. [ ] divided into classes or series within a class as provided in the
attached schedule, with the information required by NCGS Section 55-6-01.

3.   The street address and county of the initial registered office of the
     corporation is:
     Number and street       120 Penmarc Drive, Suite 118
     City, State, Zip Code   Raleigh, NC 27603              County   Wake

4.   The mailing address if different from the street address of the initial
     registered office is: _____________________

5.   The name of the initial registered agent is: National Registered Agents,
     Inc.

6.   Any other provisions which the corporation elects to include are attached.

7.   The name and address of each incorporator is as followed:
     William F. Miller, III
     1717 Main Street, Suite 5200
     Dallas, TX 75201

8.   These articles will be effective upon filing, unless a date and/or time is
     specified: ____________________

This the 9th day of April, 1998


                                        /s/ William F. Miller, III, Incorporator
                                        ----------------------------------------
                                        Signature

                                        William F. Miller, III, Incorporator
                                        Type or Print Name and Title



NOTES:

1. Filing fee is $100. This document and one exact or conformed copy of these
articles must be filed with the Secretary of State. (Revised October 1991)

CORPORATIONS DIVISION 300 N. SALISBURY ST. RALEIGH, NC 27603-5909


                                        2



                                    EXHIBIT A

Mandatory Redemption of Shares of Deceased. in the event that a shareholder of
the corporation dies or becomes no longer qualified to own shares in the
corporation, the corporation shall redeem all of the shares of Common Stock
owned by said shareholder for a purchase price of $1.00 per share.

Preemptive Rights. No share shall bear any preemptive right of its shareholder
to acquire additional shares.

No Cumulative Voting Rights. The holders of shares of each and every class and
series in the corporation shall not be entitled to cumulative voting rights in
the election of directors of the corporation, in any and all circumstances.


                                        3

EX-3.211

                                                                   Exhibit 3.211

                                     BYLAWS

                                       OF

                         EMCARE OF NORTH CAROLINA, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of EMCARE OF NORTH CAROLINA, INC.
(the "Corporation") shall be such registered agent and office as shall from time
to time be established pursuant to the articles of incorporation, as amended
from time to time, of the Corporation (the "Charter") or by resolution of the
Board of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Massachusetts as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.01. Meetings of Stockholders of the Corporation (the "Stockholders") for
any purpose may be held at such place, within or without the State of
Massachusetts, as shall be fixed from time to time by the Board, or, if the
Board has not so specified, then at such place as may be fixed by the person or
persons calling the meeting.

     2.02. An annual meeting of the Stockholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Stockholders, a complete
list of the Stockholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Stockholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Stockholder who may be present.

     2.04. Special meetings of the Stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote at the meetings. Business
transacted at all special meetings shall be confined to the objects stated in
the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Stockholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of



the Stockholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Stockholders, the Stockholders
entitled to vote thereat, present in person or represented by proxy, shall
nevertheless have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At an adjourned session at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders, unless otherwise provided by statute or the Charter. At any
meeting of the Stockholders, every Stockholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Stockholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Stockholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.

     2.10. Any action required by statute to be taken at a meeting of the
Stockholders, or any action which may be taken at a meeting of the Stockholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Stockholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Stockholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Stockholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Stockholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Stockholders at the
annual meeting or a Massachusetts special meeting called for that purpose, but
no decrease shall have the effect of shortening the term of an incumbent
director. Directors need not be Stockholders or residents of the State of
Massachusetts. The directors shall be elected at the annual meeting of the
Stockholders, except as hereinafter provided, and each director elected shall
hold office until his or her successor shall be elected and shall qualify.


                                       2



     3.03. At any meeting of Stockholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Stockholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Stockholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Stockholders.

     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Stockholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         EXECUTIVE AND OTHER COMMITTEES

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              MEETINGS OF DIRECTORS

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Massachusetts.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Stockholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically


                                       3



provided by statute or by the Charter or by these bylaws. If a quorum shall not
be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            COMPENSATION OF DIRECTORS

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Stockholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Stockholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Stockholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.


                                       4



     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              CHAIRMAN OF THE BOARD

     5.06. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             CHIEF EXECUTIVE OFFICER

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           VICE-CHAIRMAN OF THE BOARD

     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Stockholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  THE PRESIDENT

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Stockholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  THE TREASURER

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.


                                       5



     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  OTHER OFFICES

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Stockholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of State of Massachusetts. Each certificate shall be signed by either
the President or any Vice President then in office and by either the Secretary,
an Assistant Secretary, or any Treasurer then in office, and may be sealed with
the seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, other than the Corporation or an employee of the Corporation,
the signature of any such officer of the Corporation may be a facsimile.
Whenever the Corporation shall be authorized to issue more than one class of
stock, there shall be (1) set forth conspicuously upon the face or back of each
certificate a full statement of (a) all of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and (b) if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences
of the shares of each series so far as the same have been fixed and determined
and the authority of the Board to fix and determine the relative rights and
preferences of subsequent series; or (2) stated conspicuously on the face or
back of the certificate that (a) such a statement is set forth in the Charter on
file in the office of the Secretary of State of Massachusetts and (b) the
Corporation will furnish a copy of such statement to the record holder of the
certificate without charge upon request to the Corporation at its principal
place of business or registered office. Whenever the Corporation by the Charter
has limited or denied the preemptive rights of Stockholders to acquire unissued
or treasury shares of the Corporation, each certificate (1) shall conspicuously
set forth upon the face or back of such certificate a full statement of the
limitation or denial of preemptive rights contained in the Charter, or (2) shall
conspicuously state on the face or back of the certificate that (a) such
statement is set forth in the Charter on file in the office of the Secretary of
State of Massachusetts and (b) the Corporation will furnish a copy of such
statement to the record holder of the certificate without charge upon request to
the Corporation at its principal place of business or registered office. If any
restriction on the transfer or the registration of the transfer of shares shall
be imposed or agreed to by the Corporation, as permitted by law, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that


                                       6



such a restriction exists pursuant to a specified document and (a) that the
Corporation will furnish to the record holder of the certificate without charge
upon written request to the corporation at its principal place of business or
registered office a copy of the specified document, or (b) if such document is
one required or permitted to be and has been filed under the Massachusetts
Business Corporation Act, that such document is on file in the office of the
Secretary of State of Massachusetts and contains a full statement of such
restriction.

                                LOST CERTIFICATES

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

                               TRANSFER OF SHARES

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by State of Massachusetts law, it shall be the duty of the
Corporation or the transfer agent of the Corporation to register the transfer as
requested.

                             REGISTERED STOCKHOLDERS

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Stockholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.


                                       7



                                    RESERVES

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     CHECKS

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       EXECUTION OF CONTRACTS, DEEDS, ETC.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   FISCAL YEAR

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              VOTING OF SECURITIES

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 INDEMNIFICATION

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, arbitral, administrative, or investigative, any appeal in such action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding, because such person is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief


                                       8



that he has met the standard of conduct necessary for indemnification and (ii) a
written undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the stockholders with or before the notice or waiver of notice of the
next Stockholder's meeting or with or before the next submission to Stockholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Stockholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Stockholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1)  the Charter or statute reserves the power exclusively to the
               Stockholders in whole or part; or

          (2)  the Stockholders in amending, repealing or adopting a particular
               bylaw expressly provide that the Board may not amend or repeal
               such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Stockholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Stockholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                       9

EX-3.212

                                                                   Exhibit 3.212

ARTICLES OF INCORPORATION - NORTH DAKOTA BUSINESS
OR FARMING CORPORATION
NORTH DAKOTA SECRETARY OF STATE
SFN 16812 (6-89)
SEE PAGE 4 FOR FILING AND MAILING INSTRUCTIONS

                                                           FILE NO.__________

      We, the undersigned natural persons of the age of eighteen years or more,
acting as incorporators of a corporation organized under North Dakota Business
Corporation Act, adopt the following Articles of Incorporation for such
Corporation:

Article 1.  The name of said Corporation shall be:  EmCare of North Dakota, Inc.

Article 2.  The period of its duration is perpetual, OR _______________

Article 3. The purpose for which the Corporation is organized are general
business purposes, OR:

Article 4.

A. Aggregate number of shares the corporation has authority to issue 1,000

B. Par value per share authorized by corporation $0.01

C. If shares are divided into classes, they are identified as follows: CLASS NO.
OF SHARES PAR VALUE PER SHARE

Article 5.

A. Name of Registered Agent National Registered Agents, Inc.

B. Social Security or Federal ID # of Registered Agent 13-3837683

C. Address of Registered Office       City            State         Zip Code
   220 North Fourth Street            Bismarck        ND            58501

D. Address of Executive Office        City            State         Zip Code
   (if different than "C")
   c/o EmCare, Inc.,                  Dallas          TX            75201
   1717 Main Street, #5200



E. The articles of incorporation are accompanied by a signed consent of the
registered agent with a filing fee of $10.

Article 6. Other provisions by which this corporation shall be governed: (If
none, insert "none")

      See attached Rider.

Article 7. A. The name, social security number, and address of each
incorporator:



        NAME                   SOCIAL SECURITY NUMBER              ADDRESS     CITY     STATE      ZIP
                                                          
William F. Miller, III              ###-##-####                 1717 Main Street, #5200, Dallas, TX 75201


      B. Signatures

      I (We), the above named incorporator(s), have read the foregoing Articles
of Incorporation, know the contents, and believe the statements made therein to
be true.

      Dated April 9, 1998.

                               /s/William F. Miller, III
                               -------------------------
                               William F. Miller, III

8. FEES:

                                       
Filing..................................  $30.00
Consent of Registered Agent.............  $10.00
Minimum License Fee.....................  $50.00
Additional License Fees.................
           (Equal to $10.00 for every additional $10,000 in excess of $50,000)



SEE INSTRUCTIONS ON PAGE 4.

                                       2



                                    EXHIBIT A

Mandatory Redemption of Shares of Deceased. In the event that a shareholder of
the corporation dies or becomes no longer qualified to own shares in the
corporation, the corporation shall redeem all of the shares of Common Stock
owned by said shareholder for a purchase price of $1.00 per share.

Preemptive Rights. No share shall bear any preemptive right of its shareholder
to acquire additional shares.

No Cumulative Voting Rights. The holders of shares of each and every class and
series in the corporation shall not be entitled to cumulative voting rights in
the election of directors of the corporation, in any and all circumstances.

                                       3

EX-3.213

                                                                   Exhibit 3.213

                                     BYLAWS

                                       OF

                          EMCARE OF NORTH DAKOTA, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of EMCARE OF NORTH DAKOTA, INC. (the
"Corporation") shall be such registered agent and office as shall from time to
time be established pursuant to the articles of incorporation, as amended from
time to time, of the Corporation (the "Charter") or by resolution of the Board
of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Massachusetts as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.01. Meetings of Stockholders of the Corporation (the "Stockholders") for
any purpose may be held at such place, within or without the State of
Massachusetts, as shall be fixed from time to time by the Board, or, if the
Board has not so specified, then at such place as may be fixed by the person or
persons calling the meeting.

     2.02. An annual meeting of the Stockholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Stockholders, a complete
list of the Stockholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Stockholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Stockholder who may be present.

     2.04. Special meetings of the Stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote at the meetings. Business
transacted at all special meetings shall be confined to the objects stated in
the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Stockholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
Stockholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Stockholders, the



Stockholders entitled to vote thereat, present in person or represented by
proxy, shall nevertheless have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At an adjourned session at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders, unless otherwise provided by statute or the Charter. At any
meeting of the Stockholders, every Stockholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Stockholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Stockholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.

     2.10. Any action required by statute to be taken at a meeting of the
Stockholders, or any action which may be taken at a meeting of the Stockholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Stockholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Stockholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Stockholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Stockholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Stockholders at the
annual meeting or a Massachusetts special meeting called for that purpose, but
no decrease shall have the effect of shortening the term of an incumbent
director. Directors need not be Stockholders or residents of the State of
Massachusetts. The directors shall be elected at the annual meeting of the
Stockholders, except as hereinafter provided, and each director elected shall
hold office until his or her successor shall be elected and shall qualify.


                                       2



     3.03. At any meeting of Stockholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Stockholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Stockholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Stockholders.

     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Stockholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         EXECUTIVE AND OTHER COMMITTEES

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              MEETINGS OF DIRECTORS

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Massachusetts.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Stockholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically


                                       3



provided by statute or by the Charter or by these bylaws. If a quorum shall not
be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            COMPENSATION OF DIRECTORS

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Stockholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Stockholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Stockholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.


                                        4



     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              CHAIRMAN OF THE BOARD

     5.06. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             CHIEF EXECUTIVE OFFICER

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           VICE-CHAIRMAN OF THE BOARD

     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Stockholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  THE PRESIDENT

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Stockholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  THE TREASURER

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.


                                        5



     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  OTHER OFFICES

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Stockholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of State of Massachusetts. Each certificate shall be signed by either
the President or any Vice President then in office and by either the Secretary,
an Assistant Secretary, or any Treasurer then in office, and may be sealed with
the seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, other than the Corporation or an employee of the Corporation,
the signature of any such officer of the Corporation may be a facsimile.
Whenever the Corporation shall be authorized to issue more than one class of
stock, there shall be (1) set forth conspicuously upon the face or back of each
certificate a full statement of (a) all of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and (b) if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences
of the shares of each series so far as the same have been fixed and determined
and the authority of the Board to fix and determine the relative rights and
preferences of subsequent series; or (2) stated conspicuously on the face or
back of the certificate that (a) such a statement is set forth in the Charter on
file in the office of the Secretary of State of Massachusetts and (b) the
Corporation will furnish a copy of such statement to the record holder of the
certificate without charge upon request to the Corporation at its principal
place of business or registered office. Whenever the Corporation by the Charter
has limited or denied the preemptive rights of Stockholders to acquire unissued
or treasury shares of the Corporation, each certificate (1) shall conspicuously
set forth upon the face or back of such certificate a full statement of the
limitation or denial of preemptive rights contained in the Charter, or (2) shall
conspicuously state on the face or back of the certificate that (a) such
statement is set forth in the Charter on file in the office of the Secretary of
State of Massachusetts and (b) the Corporation will furnish a copy of such
statement to the record holder of the certificate without charge upon request to
the Corporation at its principal place of business or registered office. If any
restriction on the transfer or the registration of the transfer of shares shall
be imposed or agreed to by the Corporation, as permitted by law, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that


                                        6



such a restriction exists pursuant to a specified document and (a) that the
Corporation will furnish to the record holder of the certificate without charge
upon written request to the corporation at its principal place of business or
registered office a copy of the specified document, or (b) if such document is
one required or permitted to be and has been filed under the Massachusetts
Business Corporation Act, that such document is on file in the office of the
Secretary of State of Massachusetts and contains a full statement of such
restriction.

                                LOST CERTIFICATES

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

                               TRANSFER OF SHARES

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by State of Massachusetts law, it shall be the duty of the
Corporation or the transfer agent of the Corporation to register the transfer as
requested.

                             REGISTERED STOCKHOLDERS

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Stockholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.


                                        7



                                    RESERVES

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     CHECKS

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       EXECUTION OF CONTRACTS, DEEDS, ETC.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   FISCAL YEAR

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              VOTING OF SECURITIES

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 INDEMNIFICATION

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, arbitral, administrative, or investigative, any appeal in such action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding, because such person is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief


                                        8



that he has met the standard of conduct necessary for indemnification and (ii) a
written undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the stockholders with or before the notice or waiver of notice of the
next Stockholder's meeting or with or before the next submission to Stockholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Stockholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Stockholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1)  the Charter or statute reserves the power exclusively to the
               Stockholders in whole or part; or

          (2)  the Stockholders in amending, repealing or adopting a particular
               bylaw expressly provide that the Board may not amend or repeal
               such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Stockholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Stockholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                        9

EX-3.214

                                                                   Exhibit 3.214

Prescribed by:
Bob Taft, Secretary of State
30 East Broad Street, 14th Floor
Columbus, Ohio  43266-0418
Form ARF (December 1990)

                            ARTICLES OF INCORPORATION

                  (Under Chapter 1701 of the Ohio Revised Code)
                               Profit Corporation

      The undersigned, desiring to form a corporation, for profit, under
Sections 1701.01 et seq. of the Ohio Revised Code, do hereby state the
following:

      FIRST. The name of said corporation shall be EmCare of Ohio, Inc.

      SECOND. The place in Ohio where its principal office is to be located is
Marion, Marion County, Ohio.

      THIRD. The purpose(s) for which this corporation is formed is:

transact any lawful business for which corporations may be organized pursuant to
the provisions of the Ohio General Corporation Law.

      FOURTH. The number of shares which the corporation is authorized to have
outstanding is: (Please state whether shares are common or preferred, and their
par value, if any. Shares will be recorded as common with no par value unless
otherwise indicated.) 1,000 shares common, $0.01 par value.

IN WITNESS WHEREOF, we have hereunto subscribed our names, this 9th day of
April, 1998.

By: /s/ William F. Miller, III, Incorporator
    ----------------------------------------
        William F. Miller, III

           Print or type Incorporators' names below their signatures.

                                  INSTRUCTIONS

1. The minimum fee for filing Articles of Incorporation for a profit corporation
is $85.00. If Article Fourth indicates more than 850 shares of stock authorized,
please see Section 111.16(A) of the Ohio Revised Code or contact the Secretary
of State's office (614-486-3910) to determine the correct fee.

2. Articles will be returned unless accompanied by an Original Appointment of
Statutory Agent. Please see Section 1701.07 of the Ohio Revised Code.



                  ACCEPTANCE OF APPOINTMENT OF STATUTORY AGENT

      The statutory agent named in the foregoing Appointment of Statutory Agent
hereby acknowledges and accepts the said appointment as such statutory agent.

                                      National Registered Agents, Inc.

                                      By: /s/ Charles Baclet
                                          --------------------------------------
                                          Charles Baclet, Vice President

                                       2


                       Prescribed by J. Kenneth Blackwell
                             Ohio Secretary of State
                          Central Ohio: (614) 466-3910
                   Toll Free: 1-877-SOS-FILE (1-877-767-3453)

                             STATUTORY AGENT UPDATE
                 (For Domestic or Foreign, Profit or Non-Profit)
                                Filing Fee $25.00

THE UNDERSIGNED DESIRING TO FILE A:
(CHECK ONLY ONE (1) BOX)
(1) Subsequent Appointment of Agent
[x] Corp [ ] LP (165-AGS) [ ] LLC (171-LSA)

(2) Change of Address of an Agent
[ ] Corp [ ] LP (145-AGA) [ ] LLC (144-LAD)

(3) Resignation of Agent
[ ] Corp [ ] LP (155-AGR) [ ] LLC (153-LAG)

Complete ALL of the general information in this section for the box checked
above.

Name of Entity EMCARE OF OHIO, INC.

Charter or Registration No. 1000546

Name of Current Agent National Registered Agents Inc.

Complete the information in this section if box (1) is checked.

Name and Address of New Agent CSC-Lawyers Incorporating Service (Corporation
Service Company)

50 West Broad Street

Street NOTE: P.O. Box Addresses are NOT acceptable.

Columbus  Franklin County   Ohio     43215
- -----------------------------------------------
(City)    (County)          (State)  (Zip Code)

                                       3


                            ACCEPTANCE OF APPOINTMENT

The Undersigned, CSC-Lawyers Incorporating Service (Corporation Service, named
herein as the Statutory agent for, EMCARE OF OHIO, INC., hereby acknowledges and
accepts the appointment of statutory agent for said entity.

                 CSC-Lawyers Incorporating Service (Corporation Service Company)

                 Signature: By: /s/ Deborah D. Skipper
                                --------------------------
                                (Statutory Agent)
                                Deborah D. Skipper
                                Asst. V. Pres.

*If the entity listed is a foreign corporation, the agent does not have to sign
the Acceptance of Appointment

Complete the information in this section if box (2) is checked.

Old Address of Agent      ______________________________________________________
                          (Street) (NOTE: P.O. Box Addresses are NOT acceptable.

                                                  Ohio
                          ______________________________________________________
                          (City)                (State)               (Zip Code)

New Address of Agent       _____________________________________________________
                           (Street) NOTE: P.O. Box Addresses are NOT acceptable.

                                                  Ohio
                           _____________________________________________________
                           (City)               (State)               (Zip Code)

Complete the information in this section of box (3) is checked.

Is this agent resigning? [ ]Yes [ ]No

Current or last known address of the entity's principal office where a copy If
this Resignation of Agent was sent as of the date of filing or prior to the date
filed

_____________________________________________________
(Street) NOTE: P.O. Box Addresses are NOT acceptable.

_____________________________________________________
(City)                (State)              (Zip Code)

                                       4


REQUIRED

Must be authenticated (signed) by an authorized representative (See
Instructions)

/s/Laura R. Dunlap                                   8/14/02
- --------------------------------------               Date
Authorized Representative
LAURA R. DUNLAP, Attorney in Fact

                                       5




www.state.oh.us/sos
e-mail: busserv@sos.state.oh.us

                       Prescribed by J. Kenneth Blackwell

                             Ohio Secretary of State
                          Central Ohio: (614) 466-3910
                   Toll. Free 1-877-SOS-FILE (1-877-767-3453)

                             STATUTORY AGENT UPDATE
                 (For Domestic or Foreign, Profit or Non-Profit)
                                Filing Fee $25.00

THE UNDERSIGNED DESIRING TO FILE A:
(CHECK ONLY ONE (1) BOX)

                                                                     
(1) Subsequent Appointment of Agent   (2) Change of Address of an Agent    (3) Resignation of Agent

       [X] Corp   [ ] LP (165-AGS)           [ ] Corp   [ ] LP (145-AGA)         [ ] Corp.   [ ] LP (155-AGR)
       [ ] LLC (171-LSA)                     [ ] LLC (144-LAD)                   [ ] LLC (153-LAG)



Complete ALL of the general information in this section for the box checked
above.

Name of Entity          EMCARE OF OHIO, INC.

Charter or
Registration No.        1000546

Name of Current Agent   National Registered Agents Inc.

Complete the information in this section if box(1) is checked.

Name and Address of     CSC-Lawyers Incorporating Service (Corporation Service
New Agent               Company)
                        (Name)

                        50 West Broad Street
                        (Street)    NOTE: P.O. Box Addresses are NOT acceptable.

                        Columbus   Franklin County   Ohio      43215
                        (City)     (County)          (State)   (Zip Code)

                            ACCEPTANCE OF APPOINTMENT

The Undersigned, CSC-Lawyers Incorporating Service (Corporation Service, named
herein as



the Statutory agent for, EMCARE OF OHIO, INC., hereby acknowledges and accepts
the appointment of statutory agent for said entity.

                                        CSC-Lawyers Incorporating Service
                                        (Corporation Service Company)


                                        Signature: By: /s/ Deborah D. Skipper
                                                       -------------------------
                                                       (Statutory Agent)
                                                       Deborah D. Skipper
                                                       Asst. V. Pres.

*    If the entity listed is a foreign corporation, the agent does not have to
     sign the Acceptance of Appointment.

Complete the information in this section if box (2) is checked.

Old Address of Agent   _________________________________________________________
                       (Street)     NOTE: P.O. Box Addresses are NOT acceptable.

                       ______________________________      Ohio     ____________
                       (City)                            (State)     (Zip Code)

New Address of Agent   _________________________________________________________
                       (Street)     NOTE: P.O. Box Addresses are NOT acceptable.

                       ______________________________      Ohio     ____________
                       (City)                            (State)     (Zip Code)

Complete the information in this section if box (3) is checked.

Is this agent resigning?   _____ Yes _____ No

Current or last known address       ____________________________________________
of the entity's principal office    (Street) NOTE: P.O. Box Addresses are NOT
where a copy of this Resignation                   acceptable.
of Agent was sent as of the date
of filing or prior to the date      _________________   _________   ____________
filed                               (City)               (State)     (Zip Code)

         REQUIRED


Must be authenticated (signed) by an    /s/ Laura R. Dunlap              8/14/02
authorized representative               ------------------------------     Date
(See Instructions)                      Authorized Representative
                                        LAURA R. DUNLAP, Attorney in Fact


                                        2

EX-3.215

                                                                   Exhibit 3.215

                                     BYLAWS

                                       OF

                              EMCARE OF OHIO, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of EMCARE OF OHIO, INC. (the
"Corporation") shall be such registered agent and office as shall from time to
time be established pursuant to the articles of incorporation, as amended from
time to time, of the Corporation (the "Charter") or by resolution of the Board
of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Massachusetts as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.01. Meetings of Stockholders of the Corporation (the "Stockholders") for
any purpose may be held at such place, within or without the State of
Massachusetts, as shall be fixed from time to time by the Board, or, if the
Board has not so specified, then at such place as may be fixed by the person or
persons calling the meeting.

     2.02. An annual meeting of the Stockholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Stockholders, a complete
list of the Stockholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Stockholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Stockholder who may be present.

     2.04. Special meetings of the Stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote at the meetings. Business
transacted at all special meetings shall be confined to the objects stated in
the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Stockholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
Stockholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Stockholders, the



Stockholders entitled to vote thereat, present in person or represented by
proxy, shall nevertheless have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At an adjourned session at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders, unless otherwise provided by statute or the Charter. At any
meeting of the Stockholders, every Stockholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Stockholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Stockholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.

     2.10. Any action required by statute to be taken at a meeting of the
Stockholders, or any action which may be taken at a meeting of the Stockholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Stockholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Stockholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Stockholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Stockholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Stockholders at the
annual meeting or a Massachusetts special meeting called for that purpose, but
no decrease shall have the effect of shortening the term of an incumbent
director. Directors need not be Stockholders or residents of the State of
Massachusetts. The directors shall be elected at the annual meeting of the
Stockholders, except as hereinafter provided, and each director elected shall
hold office until his or her successor shall be elected and shall qualify.


                                       2



     3.03. At any meeting of Stockholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Stockholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Stockholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Stockholders.

     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Stockholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         EXECUTIVE AND OTHER COMMITTEES

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              MEETINGS OF DIRECTORS

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Massachusetts.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Stockholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically


                                       3



provided by statute or by the Charter or by these bylaws. If a quorum shall not
be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            COMPENSATION OF DIRECTORS

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Stockholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Stockholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Stockholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.


                                       4



     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              CHAIRMAN OF THE BOARD

     5.06. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             CHIEF EXECUTIVE OFFICER

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           VICE-CHAIRMAN OF THE BOARD

     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Stockholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  THE PRESIDENT

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Stockholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  THE TREASURER

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.


                                       5



     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  OTHER OFFICES

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Stockholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of State of Massachusetts. Each certificate shall be signed by either
the President or any Vice President then in office and by either the Secretary,
an Assistant Secretary, or any Treasurer then in office, and may be sealed with
the seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, other than the Corporation or an employee of the Corporation,
the signature of any such officer of the Corporation may be a facsimile.
Whenever the Corporation shall be authorized to issue more than one class of
stock, there shall be (1) set forth conspicuously upon the face or back of each
certificate a full statement of (a) all of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and (b) if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences
of the shares of each series so far as the same have been fixed and determined
and the authority of the Board to fix and determine the relative rights and
preferences of subsequent series; or (2) stated conspicuously on the face or
back of the certificate that (a) such a statement is set forth in the Charter on
file in the office of the Secretary of State of Massachusetts and (b) the
Corporation will furnish a copy of such statement to the record holder of the
certificate without charge upon request to the Corporation at its principal
place of business or registered office. Whenever the Corporation by the Charter
has limited or denied the preemptive rights of Stockholders to acquire unissued
or treasury shares of the Corporation, each certificate (1) shall conspicuously
set forth upon the face or back of such certificate a full statement of the
limitation or denial of preemptive rights contained in the Charter, or (2) shall
conspicuously state on the face or back of the certificate that (a) such
statement is set forth in the Charter on file in the office of the Secretary of
State of Massachusetts and (b) the Corporation will furnish a copy of such
statement to the record holder of the certificate without charge upon request to
the Corporation at its principal place of business or registered office. If any
restriction on the transfer or the registration of the transfer of shares shall
be imposed or agreed to by the Corporation, as permitted by law, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that


                                       6



such a restriction exists pursuant to a specified document and (a) that the
Corporation will furnish to the record holder of the certificate without charge
upon written request to the corporation at its principal place of business or
registered office a copy of the specified document, or (b) if such document is
one required or permitted to be and has been filed under the Massachusetts
Business Corporation Act, that such document is on file in the office of the
Secretary of State of Massachusetts and contains a full statement of such
restriction.

                                LOST CERTIFICATES

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

                               TRANSFER OF SHARES

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by State of Massachusetts law, it shall be the duty of the
Corporation or the transfer agent of the Corporation to register the transfer as
requested.

                             REGISTERED STOCKHOLDERS

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Stockholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.


                                       7



                                    RESERVES

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     CHECKS

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       EXECUTION OF CONTRACTS, DEEDS, ETC.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   FISCAL YEAR

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              VOTING OF SECURITIES

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                INDEMNIFICATION

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, arbitral, administrative, or investigative, any appeal in such action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding, because such person is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief


                                       8



that he has met the standard of conduct necessary for indemnification and (ii) a
written undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the stockholders with or before the notice or waiver of notice of the
next Stockholder's meeting or with or before the next submission to Stockholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Stockholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Stockholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1)  the Charter or statute reserves the power exclusively to the
               Stockholders in whole or part; or

          (2)  the Stockholders in amending, repealing or adopting a particular
               bylaw expressly provide that the Board may not amend or repeal
               such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Stockholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Stockholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                       9

EX-3.216

                                                                   Exhibit 3.216

FEE: $1.00 per $1,000.00
On Authorized Capital
MINIMUM FEE:  $50.00

                          CERTIFICATE OF INCORPORATION
                                    (PROFIT)

FILE IN DUPLICATE

PRINT CLEARLY

TO THE SECRETARY OF STATE OF THE STATE OF OKLAHOMA:

1.    The name of this corporation is:
EmCare of Oklahoma, Inc.
- --------------------------------------------------------------------------------
(Please refer to procedure sheet for statutory words required to be included in
the corporate name.)

2.    The address of the registered office in the State of Oklahoma and the name
of the registered agent at such address are:

National Registered Agents, Inc. of Oklahoma, 217 N. Harvey Ave, #213, Oklahoma
City, OK 73102
- --------------------------------------------------------------------------------
NAME       NUMBER & STREET ADDRESS        CITY       COUNTY        ZIP CODE
                        (P.O. BOXES ARE NOT ACCEPTABLE.)

3.    The duration of the corporation is: perpetual
                                          --------------------------------------
                                             (Perpetual unless otherwise stated)

4.    The purpose or purposes for which the corporation is formed are:

transact any lawful business for which corporations may be organized pursuant to
the provisions of the Oklahoma General Corporation Act.

5.    The aggregate number of shares which the corporation shall have authority
to issue, the designation of each class, the number of shares of each class, and
the par value of the shares of each class are as follows:

NUMBER OF SHARES           SERIES           PAR VALUE PER SHARE
                                            (Or, if without par value, so state)
Common   1,000                              $0.01
Preferred_______                            _____

TOTAL NO. SHARES:  1,000                    TOTAL AUTHORIZED CAPITAL:  $10.00



6.    If the powers of the incorporator(s) are to terminate upon the filing of
the certificate of incorporation, the names and mailing addresses of the persons
who are to serve as directors:

NAME        MAILING ADDRESS      CITY              STATE            ZIP CODE
Leonard M. Riggs, Jr., M.D.     1717 Main Street, Suite 5200, Dallas, TX 75201

William F. Miller, III          1717 Main Street, Suite 5200, Dallas, TX 75201
________________________________________________________________________________

7.    The name and mailing address of the undersigned incorporator(s):

NAME        MAILING ADDRESS      CITY              STATE           ZIP CODE
William F. Miller, III          1717 Main Street, Suite 5200, Dallas, TX 75201
________________________________________________________________________________

THE UNDERSIGNED, for the purpose of forming a corporation under the laws of the
State of Oklahoma does certify that the facts herein stated are true, and has
accordingly hereunto set my hand this 25th day of March, 1998.

/s/  William F. Miller, III
- ----------------------------
Signature
William F. Miller, III

____________________________
Signature

                                       2


                             CONSENT TO USE OF NAME

EmCare, Inc., a corporation organized and existing under the laws of the State
of Delaware and qualified in the state of Oklahoma, does hereby consent to the
use of name and incorporation of EmCare of Oklahoma, Inc. in the state of
Oklahoma.

                                               EMCARE, INC.

                                               By: /s/ William F. Miller, III
                                                   -----------------------------
                                               William F. Miller, III, President

                                       3


FILING FEE:  $25.00

FILE IN DUPLICATE

PRINT CLEARLY

                              CHANGE OR DESIGNATION
                                       OF
                                REGISTERED AGENT
                                     AND/OR
                                REGISTERED OFFICE
                             (OKLAHOMA CORPORATION)

TO:  OKLAHOMA SECRETARY OF STATE
2300 N. Lincoln Blvd., Room 101, State Capitol Building
Oklahoma City, Oklahoma 73105-4897
(405) 522-4560

The undersigned, for the purpose of changing its registered agent and/or
registered office pursuant to Section 1023/1026 of the Oklahoma General
Corporation Act, hereby certifies:

1.    The name of the corporation is EMCARE OF OKLAHOMA, INC.

2.    The name of the registered agent and the street address of the registered
office in the State of Oklahoma is:



Corporation Service Company  115 S.W. 89th Street  Oklahoma City  Oklahoma County 73139-8511
- ---------------------------  --------------------  -------------  --------------------------
                                                                      
NAME OF AGENT                STREET ADDRESS        CITY           COUNTY          ZIP CODE


                         (P.O. BOXES ARE NOT ACCEPTABLE)

      IN WITNESS WHEREOF, said corporation has caused this certificate to be
signed by its President or Vice President and attested to by its Secretary or
Assistant Secretary, this 14 day of Aug, 2000.

                                                   /s/ Laura R. Dunlap
                                                   -----------------------------
                                                   By Vice President

                                                   LAURA R. DUNLAP
                                                   (PLEASE PRINT NAME)

ATTEST:

/s/ Patricia Pizzuto
By ______Secretary

PATRICIA PIZZUTO
(PLEASE PRINT NAME)

                                                           (SOS FORM 0056-12/01)

                                       4


FILING FEE:  $25.00

FILE IN DUPLICATE

PRINT CLEARLY

                       CHANGE OF NAME OF REGISTERED AGENT
                                     AND/OR
                          ADDRESS OF REGISTERED OFFICE
                                   (BY AGENT)

TO:  OKLAHOMA SECRETARY OF STATE
2300 N. Lincoln Blvd., Room 101, State Capitol Building
Oklahoma City, Oklahoma 63105-4897
(405) 522-4560

The undersigned, the current registered agent for the corporation identified
below, for the purpose of changing the name of the corporation's registered
agent or address of the registered office, or both, in Oklahoma, as provided by
Section 1024 of the Oklahoma General Corporation Act, hereby certifies:

1.    The name of the corporation is: EMCARE OF OKLAHOMA, INC.

2.    The corporation is organized and existing under the laws of the State of
      OK.

3.    The new street address to which the registered office will be changed is:



115 Southwest 89th Street, Oklahoma City,   Oklahoma County,  OK      73139-8505
- --------------------------------------------------------------------------------
                                                          
STREET ADDRESS             CITY             COUNTY                     ZIP CODE


4.    Change of Name of Registered Agent

a.    The new name of such registered agent: National Registered Agents, Inc. of
      OK

b.    The name of such registered agent before it was changed: National
      Registered Agents, Inc. of OK

                       (CONTINUED ON REVERSE SIDE OF FORM)

                                       5


IN WITNESS WHEREOF, the undersigned has caused this certificate to be executed
this 20th day of September, 2000.

                           INDIVIDUAL ACKNOWLEDGEMENT

                                                   _____________________________
                                                             Signature

                                                   _____________________________
                                                        (Please Print Name)

                           CORPORATION ACKNOWLEDGEMENT

                                                 /s/ Dennis E. Howarth
                                                 -------------------------------
                                                 By its President

                                                 Dennis E. Howarth
                                                 Please Print Name

ATTEST:

/s/ Edna Astacio
- ------------------------------
By its Assistant Secretary

Edna Astacio
(Please Print Name)

                                                           (SOS FORM 0022-11/99)

                                       6

EX-3.217

                                                                   Exhibit 3.217

                                     BYLAWS

                                       OF

                            EMCARE OF OKLAHOMA, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of EMCARE OF OKLAHOMA, INC. (the
"Corporation") shall be such registered agent and office as shall from time to
time be established pursuant to the articles of incorporation, as amended from
time to time, of the Corporation (the "Charter") or by resolution of the Board
of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Massachusetts as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.01. Meetings of Stockholders of the Corporation (the "Stockholders") for
any purpose may be held at such place, within or without the State of
Massachusetts, as shall be fixed from time to time by the Board, or, if the
Board has not so specified, then at such place as may be fixed by the person or
persons calling the meeting.

     2.02. An annual meeting of the Stockholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Stockholders, a complete
list of the Stockholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Stockholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Stockholder who may be present.

     2.04. Special meetings of the Stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote at the meetings. Business
transacted at all special meetings shall be confined to the objects stated in
the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Stockholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of



the Stockholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Stockholders, the Stockholders
entitled to vote thereat, present in person or represented by proxy, shall
nevertheless have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At an adjourned session at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders, unless otherwise provided by statute or the Charter. At any
meeting of the Stockholders, every Stockholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Stockholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Stockholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.

     2.10. Any action required by statute to be taken at a meeting of the
Stockholders, or any action which may be taken at a meeting of the Stockholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Stockholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Stockholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Stockholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Stockholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Stockholders at the
annual meeting or a Massachusetts special meeting called for that purpose, but
no decrease shall have the effect of shortening the term of an incumbent
director. Directors need not be Stockholders or residents of the State of
Massachusetts. The directors shall be elected at the annual meeting of the
Stockholders, except as hereinafter provided, and each director elected shall
hold office until his or her successor shall be elected and shall qualify.


                                        2



     3.03. At any meeting of Stockholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Stockholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Stockholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Stockholders.

     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Stockholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         EXECUTIVE AND OTHER COMMITTEES

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              MEETINGS OF DIRECTORS

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Massachusetts.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Stockholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically


                                        3



provided by statute or by the Charter or by these bylaws. If a quorum shall not
be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            COMPENSATION OF DIRECTORS

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Stockholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Stockholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Stockholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.


                                        4



     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              CHAIRMAN OF THE BOARD

     5.06. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             CHIEF EXECUTIVE OFFICER

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           VICE-CHAIRMAN OF THE BOARD

     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Stockholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  THE PRESIDENT

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Stockholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  THE TREASURER

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.


                                        5



     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  OTHER OFFICES

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Stockholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of State of Massachusetts. Each certificate shall be signed by either
the President or any Vice President then in office and by either the Secretary,
an Assistant Secretary, or any Treasurer then in office, and may be sealed with
the seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, other than the Corporation or an employee of the Corporation,
the signature of any such officer of the Corporation may be a facsimile.
Whenever the Corporation shall be authorized to issue more than one class of
stock, there shall be (1) set forth conspicuously upon the face or back of each
certificate a full statement of (a) all of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and (b) if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences
of the shares of each series so far as the same have been fixed and determined
and the authority of the Board to fix and determine the relative rights and
preferences of subsequent series; or (2) stated conspicuously on the face or
back of the certificate that (a) such a statement is set forth in the Charter on
file in the office of the Secretary of State of Massachusetts and (b) the
Corporation will furnish a copy of such statement to the record holder of the
certificate without charge upon request to the Corporation at its principal
place of business or registered office. Whenever the Corporation by the Charter
has limited or denied the preemptive rights of Stockholders to acquire unissued
or treasury shares of the Corporation, each certificate (1) shall conspicuously
set forth upon the face or back of such certificate a full statement of the
limitation or denial of preemptive rights contained in the Charter, or (2) shall
conspicuously state on the face or back of the certificate that (a) such
statement is set forth in the Charter on file in the office of the Secretary of
State of Massachusetts and (b) the Corporation will furnish a copy of such
statement to the record holder of the certificate without charge upon request to
the Corporation at its principal place of business or registered office. If any
restriction on the transfer or the registration of the transfer of shares shall
be imposed or agreed to by the Corporation, as permitted by law, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that


                                        6



such a restriction exists pursuant to a specified document and (a) that the
Corporation will furnish to the record holder of the certificate without charge
upon written request to the corporation at its principal place of business or
registered office a copy of the specified document, or (b) if such document is
one required or permitted to be and has been filed under the Massachusetts
Business Corporation Act, that such document is on file in the office of the
Secretary of State of Massachusetts and contains a full statement of such
restriction.

                                LOST CERTIFICATES

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

                               TRANSFER OF SHARES

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by State of Massachusetts law, it shall be the duty of the
Corporation or the transfer agent of the Corporation to register the transfer as
requested.

                             REGISTERED STOCKHOLDERS

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Stockholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.


                                        7



                                    RESERVES

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     CHECKS

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       EXECUTION OF CONTRACTS, DEEDS, ETC.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   FISCAL YEAR

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              VOTING OF SECURITIES

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 INDEMNIFICATION

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, arbitral, administrative, or investigative, any appeal in such action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding, because such person is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief


                                        8



that he has met the standard of conduct necessary for indemnification and (ii) a
written undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the stockholders with or before the notice or waiver of notice of the
next Stockholder's meeting or with or before the next submission to Stockholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Stockholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Stockholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

     (1)  the Charter or statute reserves the power exclusively to the
          Stockholders in whole or part; or

     (2)  the Stockholders in amending, repealing or adopting a particular bylaw
          expressly provide that the Board may not amend or repeal such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Stockholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Stockholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                       9

EX-3.218

                                                                   Exhibit 3.218

Submit the original                  Corporation Division - Business Registry
and one true copy                    Public Service Building
$50.00                               255 Capital St., NE Ste. 151
                                     Salem, OR 97310-1327
Registry Number                      (503) 986-2200 Facsimile (503) 378-4381

ARTICLES OF INCORPORATION
Business Corporation

ARTICLE 1:  Name of the corporation: EmCare of Oregon, Inc.
Note: The name must contain the word "Corporation", "Company", "Incorporated",
or "Limited", or an abbreviation of one of such words.

ARTICLE 2: Number of shares the corporation will have authority to issue: 1,000

ARTICLE 3: Name of the initial registered agent: National Registered Agents,
Inc. Address of initial registered office (must be a street address in Oregon
which is identical to the registered agent's business office):

605 Center Street, N.E. Salem OR 97301-3722
STREET CITY STATE ZIP CODE

Mailing address of registered agent (if different from the registered office):
STREET CITY STATE ZIP CODE

ARTICLE 4: Address where the Division may mail notices: (Attn:) Andrew G. Buck
1717 Main Street Dallas TX 75201
STREET CITY STATE ZIP CODE

ARTICLE 5: Name and address of each incorporator:
William F. Miller, III, 1717 Main Street, Dallas TX 75201
NAME STREET CITY STATE ZIP CODE
NAME STREET CITY STATE ZIP CODE
NAME STREET CITY STATE ZIP CODE

ARTICLE 6: Name and address of each director: (optional)
Leonard M. Riggs, Jr., M.D., 1717 Main Street, Dallas TX 75201
NAME STREET CITY STATE ZIP CODE
William F. Miller, III, 1717 Main Street, Dallas TX 75201
NAME STREET CITY STATE ZIP CODE
NAME STREET CITY STATE ZIP CODE

ARTICLE 7: Other optional provisions: (attach another sheet)
Execution: /s/William F. Miller, III William F. Miller, III Incorporator
SIGNATURE PRINTED NAME TITLE



Person to contact about this filing: Kaye T. Walsh (916) 448-1371
NAME DAYTIME PHONE

                                        2


EXHIBIT A

Mandatory Redemption of Shares of Deceased. in the event that a shareholder of
the corporation dies or becomes no longer qualified to own shares in the
corporation, the corporation shall redeem all of the shares of Common Stock
owned by said shareholder for a purchase price of $1.00 per share.

Preemptive Rights. No share shall bear any preemptive right of its shareholder
to acquire additional shares.

No Cumulative Voting Rights. The holders of shares of each and every class and
series in the corporation shall not be entitled to cumulative voting rights in
the election of directors of the corporation, in any and all circumstances.

                                        3

EX-3.219

                                                                   Exhibit 3.219

                                     BYLAWS

                                       OF

                             EMCARE OF OREGON, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of EMCARE OF OREGON, INC. (the
"Corporation") shall be such registered agent and office as shall from time to
time be established pursuant to the articles of incorporation, as amended from
time to time, of the Corporation (the "Charter") or by resolution of the Board
of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Massachusetts as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.01. Meetings of Stockholders of the Corporation (the "Stockholders") for
any purpose may be held at such place, within or without the State of
Massachusetts, as shall be fixed from time to time by the Board, or, if the
Board has not so specified, then at such place as may be fixed by the person or
persons calling the meeting.

     2.02. An annual meeting of the Stockholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Stockholders, a complete
list of the Stockholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Stockholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Stockholder who may be present.

     2.04. Special meetings of the Stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote at the meetings. Business
transacted at all special meetings shall be confined to the objects stated in
the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Stockholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
Stockholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Stockholders, the



Stockholders entitled to vote thereat, present in person or represented by
proxy, shall nevertheless have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At an adjourned session at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders, unless otherwise provided by statute or the Charter. At any
meeting of the Stockholders, every Stockholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Stockholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Stockholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.

     2.10. Any action required by statute to be taken at a meeting of the
Stockholders, or any action which may be taken at a meeting of the Stockholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Stockholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Stockholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Stockholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Stockholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Stockholders at the
annual meeting or a Massachusetts special meeting called for that purpose, but
no decrease shall have the effect of shortening the term of an incumbent
director. Directors need not be Stockholders or residents of the State of
Massachusetts. The directors shall be elected at the annual meeting of the
Stockholders, except as hereinafter provided, and each director elected shall
hold office until his or her successor shall be elected and shall qualify.


                                        2



     3.03. At any meeting of Stockholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Stockholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Stockholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Stockholders.

     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Stockholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         EXECUTIVE AND OTHER COMMITTEES

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              MEETINGS OF DIRECTORS

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Massachusetts.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Stockholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically


                                        3



provided by statute or by the Charter or by these bylaws. If a quorum shall not
be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            COMPENSATION OF DIRECTORS

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Stockholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Stockholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Stockholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.


                                        4



     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              CHAIRMAN OF THE BOARD

     5.06. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             CHIEF EXECUTIVE OFFICER

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           VICE-CHAIRMAN OF THE BOARD

     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Stockholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  THE PRESIDENT

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Stockholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  THE TREASURER

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.


                                        5



     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  OTHER OFFICES

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Stockholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of State of Massachusetts. Each certificate shall be signed by either
the President or any Vice President then in office and by either the Secretary,
an Assistant Secretary, or any Treasurer then in office, and may be sealed with
the seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, other than the Corporation or an employee of the Corporation,
the signature of any such officer of the Corporation may be a facsimile.
Whenever the Corporation shall be authorized to issue more than one class of
stock, there shall be (1) set forth conspicuously upon the face or back of each
certificate a full statement of (a) all of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and (b) if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences
of the shares of each series so far as the same have been fixed and determined
and the authority of the Board to fix and determine the relative rights and
preferences of subsequent series; or (2) stated conspicuously on the face or
back of the certificate that (a) such a statement is set forth in the Charter on
file in the office of the Secretary of State of Massachusetts and (b) the
Corporation will furnish a copy of such statement to the record holder of the
certificate without charge upon request to the Corporation at its principal
place of business or registered office. Whenever the Corporation by the Charter
has limited or denied the preemptive rights of Stockholders to acquire unissued
or treasury shares of the Corporation, each certificate (1) shall conspicuously
set forth upon the face or back of such certificate a full statement of the
limitation or denial of preemptive rights contained in the Charter, or (2) shall
conspicuously state on the face or back of the certificate that (a) such
statement is set forth in the Charter on file in the office of the Secretary of
State of Massachusetts and (b) the Corporation will furnish a copy of such
statement to the record holder of the certificate without charge upon request to
the Corporation at its principal place of business or registered office. If any
restriction on the transfer or the registration of the transfer of shares shall
be imposed or agreed to by the Corporation, as permitted by law, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that


                                        6



such a restriction exists pursuant to a specified document and (a) that the
Corporation will furnish to the record holder of the certificate without charge
upon written request to the corporation at its principal place of business or
registered office a copy of the specified document, or (b) if such document is
one required or permitted to be and has been filed under the Massachusetts
Business Corporation Act, that such document is on file in the office of the
Secretary of State of Massachusetts and contains a full statement of such
restriction.

                                LOST CERTIFICATES

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

                               TRANSFER OF SHARES

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by State of Massachusetts law, it shall be the duty of the
Corporation or the transfer agent of the Corporation to register the transfer as
requested.

                             REGISTERED STOCKHOLDERS

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Stockholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.


                                        7



                                    RESERVES

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     CHECKS

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       EXECUTION OF CONTRACTS, DEEDS, ETC.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   FISCAL YEAR

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              VOTING OF SECURITIES

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 INDEMNIFICATION

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, arbitral, administrative, or investigative, any appeal in such action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding, because such person is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief


                                        8



that he has met the standard of conduct necessary for indemnification and (ii) a
written undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the stockholders with or before the notice or waiver of notice of the
next Stockholder's meeting or with or before the next submission to Stockholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Stockholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Stockholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1)  the Charter or statute reserves the power exclusively to the
               Stockholders in whole or part; or

          (2)  the Stockholders in amending, repealing or adopting a particular
               bylaw expressly provide that the Board may not amend or repeal
               such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Stockholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Stockholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                        9

EX-3.220

                                                                   Exhibit 3.220

                        PENNSYLVANIA DEPARTMENT OF STATE
                               CORPORATION BUREAU

              Statement of Change of Registered Office (15 Pa.C.S.)

                        [X] Domestic Business Corporations (Section 1507)
Entity Number           [ ] Foreign Business Corporation (Section 4144)
                        [ ] Domestic Nonprofit Corporation (Section 5507)
2817894                 [ ] Foreign Nonprofit Corporation (Section 6144)
                        [ ] Domestic Limited Partnership (Section 8506)

Name                                                   Document will be returned
_________________________________________________      to the name and address
Address  c/o Corporation Service Company               you enter to the left.

__________________        _______________________
City                      State       Zip Code

__________________               ________________

Fee: $52                              Filed in the Department of State on ______

                                      /s/ X
                                      ------------------------------------------
                                      Secretary of the Commonwealth

In compliance with the requirements of the applicable provisions of 15 Pa.C.S.
(relating to corporations and unincorporated associations), the undersigned
corporation or limited partnership, desiring to effect a change of registered
office, hereby states that:

1.    The name is:
      EMCARE OF PENNSYLVANIA, INC.

2.    The (a) address of its initial registered office in this Commonwealth or
      (b) name of its commercial registered officer provided and the county of
      venue is:

(a)   Number and street               City      State        Zip        County

(b)   Name of Commercial Registered Office Provider                     County
      c/o National Registered Agents Inc.                               Mercer

3.    Complete part (a) or (b):



(a)   The address to which the registered office of the corporation or limited
      partnership in this Commonwealth is to be changed is:

      Number and street              City       State        Zip        County

(b) The registered office of the corporation or limited partnership shall be
provided by:

c/o: c/o Corporation Service Company                            Dauphin County
      Name of Commercial Registered Office Provider                    County

DSCB:15-1507/4144/5507/6144/8506-2

4.   Strike out if a limited partnership:

     Such change was authorized by the Board of Directors of the corporation.

IN TESTIMONY WHEREOF, the undersigned has caused this Application for
Registration to be signed by a duly authorized officer thereof this 14th day of
Aug., 2002.

EMCARE OF PENNSYLVANIA, INC.
Name of Corporation/Limited Partnership

/s/ Laura R. Dunlap
- ---------------------------
Signature

LAURA R. DUNLAP, Attorney in Fact
Title



Microfilm Number ___________       Filed with the Department of State on _______

Entity Number ______________       _____________________________________________
                                          Secretary of the Commonwealth

                      ARTICLES OF INCORPORATION FOR PROFIT
                                       OF

                          EmCare of Pennsylvania, Inc.
                 -----------------------------------------------
                               Name of Corporation

                      A TYPE OF CORPORATION INDICATED BELOW

Indicate type of domestic corporation:

                                                      
[X] Business-stock (15 Pa.C.S. Section 1306)             [ ] Management (15 Pa.C.S.Section 2702)

[ ] Business-nonstock (15 Pa.C.S. Section 2102)          [ ] Professional (15 Pa.C.S.Section 2903)

[ ] Business-statutory close (15 Pa.C.S. Section 2303)   [ ] Insurance (15 Pa.C.S. Section 3101)



                     ___Cooperative (15 Pa.C.S.Section 7102)

              DSCB: 15-1306/2102/2303/2702/2903/3101/7102A (Rev 91)

      In compliance with the requirements of the applicable provisions of 15
Pa.C.S. (relating to corporations and unincorporated associations) the
undersigned, desiring to incorporate a corporation for profit hereby, state(s)
that:

1.    The name of the corporation is: EmCare of Pennsylvania, Inc.

2.    The (a) address of this corporation's initial registered office in this
      Commonwealth or (b) name of its commercial registered office provider and
      the county of venue is:

      (a) ______________________________________________________________________
          Number and Street     City     State     Zip    County

      (b) c/o: National Registered Agents, Inc.           County of Dauphin
          ----------------------------------------------------------------------
      ------------
             Name of Commercial Registered Office Provider  County

For a corporation represented by a commercial registered office provider, the
county in (b) shall be deemed the county in which the corporation is located for
venue and official publication purposes.



3.    The corporation is incorporated under the provisions of the Business
      Corporation Law of 1988.

4.    The aggregate number of shares authorized is: 1,000 (other provisions, if
      any, attach 8 1/2 x 11 sheet)

5.    The name and address, including number and street, if any, of each
      incorporator is:

      Name                    Address

      William F. Miller, III  1717 Main Street, 52nd Floor, Dallas, Texas  75201

6.    The specified effective date, if any, is:  _______________________________
                                                 month  day  year  hour, if any

7.    Any additional provisions of the articles, if any, attach an 8 1/2 x 11
      sheet.

8.    Statutory close corporation only: Neither the corporation nor any
      shareholder shall make an offering of any of its shares of any class that
      would constitute a "public offering" within the meaning of the Securities
      Act of 1933 (15 U.S.C. Section 77a et seq.).

9.    Cooperative corporations only: (Complete and strike out inapplicable term)
      The common bond of membership among its members/shareholders
      is:___________________

IN TESTIMONY WHEREOF, the incorporator(s) has (have) signed these Articles of
Incorporation this 8th day of May, 1998.

/s/ William F. Miller, III
- --------------------------                  ------------------------------------
        (Signature)                                      (Signature)

William F. Miller, III


                                    EXHIBIT A

Mandatory Redemption of Shares of Deceased. In the event that a shareholder of
the corporation dies or becomes no longer qualified to own shares in the
corporation, the corporation shall redeem all of the shares of Common Stock
owned by said shareholder for a purchase price of $1.00 per share.

Preemptive Rights. No share shall bear any preemptive right of its shareholder
to acquire additional shares.

No Cumulative Voting Rights. The holders of shares of each and every class and
series in the corporation shall not be entitled to cumulative voting rights in
the election of directors of the corporation, in any and all circumstances.

EX-3.221

                                                                   Exhibit 3.221

                                     BYLAWS

                                       OF

                          EMCARE OF PENNSYLVANIA, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of EMCARE OF PENNSYLVANIA, INC. (the
"Corporation") shall be such registered agent and office as shall from time to
time be established pursuant to the articles of incorporation, as amended from
time to time, of the Corporation (the "Charter") or by resolution of the Board
of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Massachusetts as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.01. Meetings of Stockholders of the Corporation (the "Stockholders") for
any purpose may be held at such place, within or without the State of
Massachusetts, as shall be fixed from time to time by the Board, or, if the
Board has not so specified, then at such place as may be fixed by the person or
persons calling the meeting.

     2.02. An annual meeting of the Stockholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Stockholders, a complete
list of the Stockholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Stockholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Stockholder who may be present.

     2.04. Special meetings of the Stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote at the meetings. Business
transacted at all special meetings shall be confined to the objects stated in
the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Stockholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of



the Stockholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Stockholders, the Stockholders
entitled to vote thereat, present in person or represented by proxy, shall
nevertheless have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At an adjourned session at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders, unless otherwise provided by statute or the Charter. At any
meeting of the Stockholders, every Stockholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Stockholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Stockholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.

     2.10. Any action required by statute to be taken at a meeting of the
Stockholders, or any action which may be taken at a meeting of the Stockholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Stockholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Stockholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Stockholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Stockholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Stockholders at the
annual meeting or a Massachusetts special meeting called for that purpose, but
no decrease shall have the effect of shortening the term of an incumbent
director. Directors need not be Stockholders or residents of the State of
Massachusetts. The directors shall be elected at the annual meeting of the
Stockholders, except as hereinafter provided, and each director elected shall
hold office until his or her successor shall be elected and shall qualify.


                                        2



     3.03. At any meeting of Stockholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Stockholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Stockholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Stockholders.

     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Stockholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         EXECUTIVE AND OTHER COMMITTEES

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              MEETINGS OF DIRECTORS

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Massachusetts.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Stockholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically


                                        3



provided by statute or by the Charter or by these bylaws. If a quorum shall not
be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            COMPENSATION OF DIRECTORS

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Stockholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Stockholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Stockholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.


                                        4



     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              CHAIRMAN OF THE BOARD

     5.06. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             CHIEF EXECUTIVE OFFICER

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           VICE-CHAIRMAN OF THE BOARD

     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Stockholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  THE PRESIDENT

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Stockholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  THE TREASURER

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.


                                        5



     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  OTHER OFFICES

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Stockholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of State of Massachusetts. Each certificate shall be signed by either
the President or any Vice President then in office and by either the Secretary,
an Assistant Secretary, or any Treasurer then in office, and may be sealed with
the seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, other than the Corporation or an employee of the Corporation,
the signature of any such officer of the Corporation may be a facsimile.
Whenever the Corporation shall be authorized to issue more than one class of
stock, there shall be (1) set forth conspicuously upon the face or back of each
certificate a full statement of (a) all of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and (b) if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences
of the shares of each series so far as the same have been fixed and determined
and the authority of the Board to fix and determine the relative rights and
preferences of subsequent series; or (2) stated conspicuously on the face or
back of the certificate that (a) such a statement is set forth in the Charter on
file in the office of the Secretary of State of Massachusetts and (b) the
Corporation will furnish a copy of such statement to the record holder of the
certificate without charge upon request to the Corporation at its principal
place of business or registered office. Whenever the Corporation by the Charter
has limited or denied the preemptive rights of Stockholders to acquire unissued
or treasury shares of the Corporation, each certificate (1) shall conspicuously
set forth upon the face or back of such certificate a full statement of the
limitation or denial of preemptive rights contained in the Charter, or (2) shall
conspicuously state on the face or back of the certificate that (a) such
statement is set forth in the Charter on file in the office of the Secretary of
State of Massachusetts and (b) the Corporation will furnish a copy of such
statement to the record holder of the certificate without charge upon request to
the Corporation at its principal place of business or registered office. If any
restriction on the transfer or the registration of the transfer of shares shall
be imposed or agreed to by the Corporation, as permitted by law, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that


                                        6



such a restriction exists pursuant to a specified document and (a) that the
Corporation will furnish to the record holder of the certificate without charge
upon written request to the corporation at its principal place of business or
registered office a copy of the specified document, or (b) if such document is
one required or permitted to be and has been filed under the Massachusetts
Business Corporation Act, that such document is on file in the office of the
Secretary of State of Massachusetts and contains a full statement of such
restriction.

                                LOST CERTIFICATES

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

                               TRANSFER OF SHARES

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by State of Massachusetts law, it shall be the duty of the
Corporation or the transfer agent of the Corporation to register the transfer as
requested.

                             REGISTERED STOCKHOLDERS

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Stockholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.


                                        7



                                    RESERVES

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     CHECKS

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       EXECUTION OF CONTRACTS, DEEDS, ETC.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   FISCAL YEAR

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              VOTING OF SECURITIES

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 INDEMNIFICATION

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, arbitral, administrative, or investigative, any appeal in such action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding, because such person is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief


                                        8



that he has met the standard of conduct necessary for indemnification and (ii) a
written undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the stockholders with or before the notice or waiver of notice of the
next Stockholder's meeting or with or before the next submission to Stockholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Stockholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Stockholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1)  the Charter or statute reserves the power exclusively to the
               Stockholders in whole or part; or

          (2)  the Stockholders in amending, repealing or adopting a particular
               bylaw expressly provide that the Board may not amend or repeal
               such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Stockholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Stockholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                        9

EX-3.222

                                                                Exhibit 3.222
Filing Fee: $150.00

                State of Rhode Island and Providence Plantations
                        OFFICE OF THE SECRETARY OF STATE
                              CORPORATIONS DIVISION
                              100 NORTH MAIN STREET
                            PROVIDENCE, RI 02903-1335

                                                           Corp. I.D.# _________

                              BUSINESS CORPORATION

                            ARTICLES OF INCORPORATION

     The undersigned acting as incorporator (s) of a corporation under Chapter
7-1.1 of the General Laws, 1956, as amended, adopt(s) the following Articles of
Incorporation for such corporation:

     FIRST: The name of the corporation is EmCare of Rhode Island, Inc.
(strike if inapplicable)

     SECOND: The period of its duration is (if perpetual, so state) perpetual

     THIRD: The purpose or purposes for which the corporation is organized are:

The transaction of any and all lawful business for which corporations may be
incorporated under the Revised Statutes of Rhode Island, including, but not
limited to, entering into medical billing contracts with hospitals.

     FOURTH: The aggregate number of shares which the corporation shall have
authority to issue is:

(a) If only one class: Total number of shares 1,000. (Par value of $0.01 per
share) If the authorized shares are to consist of one class only, state the par
value of such shares or a statement that all of such shares are to be without
par value.)

or

(b) If more than one class: Total number of shares _____________.

(State (A) the number of shares of each class thereof that are to have a par
value and the par value or each share of each such class, and/or (B) the number
of such shares that are to be without par value, and (C) a statement of all or
any of the designations and the powers, preferences and rights, including voting
rights, and the qualifications, limitations or restrictions thereof, which are
permitted by the provisions of title 7 of the General Laws in respect of any
class or classes of stock of the corporation and the fixing of which by the
articles of association is desired, and an express grant of such authority as it
may then be desired to grant to the board



of directors to fix by vote or votes any thereof that may be desired but which
shall not be fixed by the articles.)

     FIFTH: Provisions (if any) dealing with the preemptive right of
shareholders pursuant to Section 7-1.1-24 of the General Laws, 1956, as amended:

No shareholder of the corporation shall be entitled as a matter of right to
purchase or acquire any additional shares of stock of the corporation or any
security or other obligation convertible into, exchangeable for, or conferring
the right to purchase or acquire, shares of stock of the corporation.

     SIXTH: Provisions (if any) for the regulation of the internal affairs of
the corporation:

None

     SEVENTH: The address of the initial registered office of the corporation is
170 Westminster Street, Suite 900, Providence, RI 02903 (add Zip Code) and the
name of its initial registered agent at such address is: Corporation Service
Company


/s/ Carol K. Dola
- -------------------------------------
Signature of registered agent

     EIGHTH: The number of directors constituting the initial board of directors
of the corporation is two and the names and addresses of the persons who are to
serve as directors until the first annual meeting of shareholders or until their
successors are elected and shall qualify are: (If this is a close corporation
pursuant to Section 7-1.1-51 of the General Laws, 1956, as amended, state the
name(s) and address(es) of the officers of the corporation.)



Name                          Address
- ----                          -------
                           
Leonard M. Riggs, Jr., M.D.   1717 Main Street, Suite 5200
                              Dallas, Texas 75201
William F. Miller, III        1717 Main Street, Suite 5300
                              Dallas, Texas 75201


     NINTH: The name and address of each incorporator is:



Name                 Address
- ----                 -------
                  
Robert F. Anderson   1717 Main Street, Suite 5200
                     Dallas, Texas 75201


     TENTH: Date when corporate existence to begin (not more than 30 days after
filing filing of these articles of incorporation):

upon filing

Dated March 12, 1997


                                        /s/ Robert F. Anderson
                                        ----------------------------------------
                                        Signature of each incorporator
                                        Robert F. Anderson


                                       2



STATE OF TEXAS City

in the ___________ of Dallas

COUNTY OF Dallas Town

in said County this 12 day of March A.D. 1997 then personally appeared before me
Robert Anderson each and all known to me and known by me to be the parties
executing the foregoing instrument, and they severally acknowledged said
instrument by them subscribed to be their free act and deed.


                                       3

EX-3.223

                                                                   Exhibit 3.223

                                     BYLAWS

                                       OF

                          EMCARE OF RHODE ISLAND, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of EMCARE OF RHODE ISLAND, INC. (the
"Corporation") shall be such registered agent and office as shall from time to
time be established pursuant to the articles of incorporation, as amended from
time to time, of the Corporation (the "Charter") or by resolution of the Board
of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Massachusetts as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.01. Meetings of Stockholders of the Corporation (the "Stockholders") for
any purpose may be held at such place, within or without the State of
Massachusetts, as shall be fixed from time to time by the Board, or, if the
Board has not so specified, then at such place as may be fixed by the person or
persons calling the meeting.

     2.02. An annual meeting of the Stockholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Stockholders, a complete
list of the Stockholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Stockholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Stockholder who may be present.

     2.04. Special meetings of the Stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote at the meetings. Business
transacted at all special meetings shall be confined to the objects stated in
the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Stockholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of



the Stockholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Stockholders, the Stockholders
entitled to vote thereat, present in person or represented by proxy, shall
nevertheless have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At an adjourned session at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders, unless otherwise provided by statute or the Charter. At any
meeting of the Stockholders, every Stockholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Stockholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Stockholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.

     2.10. Any action required by statute to be taken at a meeting of the
Stockholders, or any action which may be taken at a meeting of the Stockholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Stockholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Stockholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Stockholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Stockholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Stockholders at the
annual meeting or a Massachusetts special meeting called for that purpose, but
no decrease shall have the effect of shortening the term of an incumbent
director. Directors need not be Stockholders or residents of the State of
Massachusetts. The directors shall be elected at the annual meeting of the
Stockholders, except as hereinafter provided, and each director elected shall
hold office until his or her successor shall be elected and shall qualify.


                                        2



     3.03. At any meeting of Stockholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Stockholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Stockholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Stockholders.

     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Stockholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         EXECUTIVE AND OTHER COMMITTEES

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              MEETINGS OF DIRECTORS

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Massachusetts.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Stockholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically


                                        3



provided by statute or by the Charter or by these bylaws. If a quorum shall not
be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            COMPENSATION OF DIRECTORS

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Stockholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Stockholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Stockholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.


                                        4



     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              CHAIRMAN OF THE BOARD

     5.06. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             CHIEF EXECUTIVE OFFICER

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           VICE-CHAIRMAN OF THE BOARD

     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Stockholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  THE PRESIDENT

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Stockholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  THE TREASURER

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.


                                        5



     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  OTHER OFFICES

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Stockholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of State of Massachusetts. Each certificate shall be signed by either
the President or any Vice President then in office and by either the Secretary,
an Assistant Secretary, or any Treasurer then in office, and may be sealed with
the seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, other than the Corporation or an employee of the Corporation,
the signature of any such officer of the Corporation may be a facsimile.
Whenever the Corporation shall be authorized to issue more than one class of
stock, there shall be (1) set forth conspicuously upon the face or back of each
certificate a full statement of (a) all of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and (b) if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences
of the shares of each series so far as the same have been fixed and determined
and the authority of the Board to fix and determine the relative rights and
preferences of subsequent series; or (2) stated conspicuously on the face or
back of the certificate that (a) such a statement is set forth in the Charter on
file in the office of the Secretary of State of Massachusetts and (b) the
Corporation will furnish a copy of such statement to the record holder of the
certificate without charge upon request to the Corporation at its principal
place of business or registered office. Whenever the Corporation by the Charter
has limited or denied the preemptive rights of Stockholders to acquire unissued
or treasury shares of the Corporation, each certificate (1) shall conspicuously
set forth upon the face or back of such certificate a full statement of the
limitation or denial of preemptive rights contained in the Charter, or (2) shall
conspicuously state on the face or back of the certificate that (a) such
statement is set forth in the Charter on file in the office of the Secretary of
State of Massachusetts and (b) the Corporation will furnish a copy of such
statement to the record holder of the certificate without charge upon request to
the Corporation at its principal place of business or registered office. If any
restriction on the transfer or the registration of the transfer of shares shall
be imposed or agreed to by the Corporation, as permitted by law, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that


                                        6



such a restriction exists pursuant to a specified document and (a) that the
Corporation will furnish to the record holder of the certificate without charge
upon written request to the corporation at its principal place of business or
registered office a copy of the specified document, or (b) if such document is
one required or permitted to be and has been filed under the Massachusetts
Business Corporation Act, that such document is on file in the office of the
Secretary of State of Massachusetts and contains a full statement of such
restriction.

                                LOST CERTIFICATES

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

                               TRANSFER OF SHARES

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by State of Massachusetts law, it shall be the duty of the
Corporation or the transfer agent of the Corporation to register the transfer as
requested.

                             REGISTERED STOCKHOLDERS

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Stockholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.


                                        7



                                    RESERVES

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     CHECKS

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       EXECUTION OF CONTRACTS, DEEDS, ETC.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   FISCAL YEAR

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              VOTING OF SECURITIES

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 INDEMNIFICATION

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, arbitral, administrative, or investigative, any appeal in such action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding, because such person is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief


                                        8



that he has met the standard of conduct necessary for indemnification and (ii) a
written undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the stockholders with or before the notice or waiver of notice of the
next Stockholder's meeting or with or before the next submission to Stockholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Stockholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Stockholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1)  the Charter or statute reserves the power exclusively to the
               Stockholders in whole or part; or

          (2)  the Stockholders in amending, repealing or adopting a particular
               bylaw expressly provide that the Board may not amend or repeal
               such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Stockholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Stockholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                        9

EX-3.224

                                                                   Exhibit 3.224

                AGENT'S STATEMENT OF CHANGE OF REGISTERED OFFICE
                   OF A SOUTH CAROLINA OR FOREIGN CORPORATION

Pursuant to Section 33-5-102 and 33-15-108 of the 1976 South Carolina Code, as
amended, the undersigned registered agent submits the following information for
the purpose of changing the registered office address of the following
corporation in the State of South Carolina.

1.    The name of the corporation is

      EMCARE OF SOUTH CAROLINA, INC.

2.    The state of incorporation is

      SOUTH CAROLINA

3.    The date of incorporation or qualification in South Carolina is

      6/25/1999

4.    The street address of the current registered office in South Carolina is

      2019 PARK ST
      COLUMBIA, SC 29201

5.    The street address to which the registered office is to be changed is

      5000 Thurmond Mall Boulevard
      Columbia, SC 29201

6.    The name of the current registered agent is

      Corporation Service Company

7.    The address of the registered office and the address of the business
      office of the registered agent, as changed, will be identical.



8.    The above named corporation has been notified of the change.

Dated: August 30, 2002

                                                CORPORATION SERVICE COMPANY

                                                /s/ John H. Pelletier
                                                John H. Pelletier
                                                Assistant Vice President



                             State of South Carolina
                              Department of Revenue
        301 Gervais Street, P.O. Box 125, Columbia, South Carolina 29214

May 11, 2000

                                                                File: 20232620-5

Office of Secretary of State
Capital Complex
1205 Pendleton St Suite 525
Columbia, SC 29201

SUBJECT: EMCARE OF SOUTH CAROLINA INC

Dear Mr. Miles:

Upon review, it has been determined that the charter of the above referenced
corporation was erroneously cancelled on 4/19/00, and it is, therefore,
respectfully requested that you reinstate the charter of said corporation.

Yours Truly,

SC Department of Revenue
Office Services Division

/s/ Sue Strickland
Sue Strickland
Corporate Section
(803) 898-5705

ITDC14
(Revised 01-96)

cc: EMCARE OF SOUTH CAROLINA INC
1717 MAIN ST., STE. 5200
DALLAS, TX 75201



                               DEPARTMENT OF STATE
                            COLUMBIA, SOUTH CAROLINA

                    DECLARATION OF DISSOLUTION BY FORFEITURE

                                         Date of Dissolution APR 19, 2000

   EMCARE OF SOUTH CAROLINA INC                                       20232620-5
   1717 MAIN ST STE 5200
   DALLAS, TX 75201

      Whereas, Section 33-14-200, of the 1976 Code of Laws of S.C., as amended,
provides for the dissolution of a corporation by forfeiture if the corporation
has failed to:

      (1)   File its annual report on or before the date on which such report is
            due, or

      (2)   Pay its franchise tax or income tax on or before the date on which
            such tax is due and payable, or

      (3)   Appoint and maintain a registered agent in this State, or

      (4)   Notify the office of The Secretary of State of a change in its
            registered agent or registered office, or

      (5)   The corporation's period of duration stated in its Articles of
            Incorporation expires.

      AND WHEREAS, IT APPEARS FROM THE RECORDS IN THIS OFFICE, AFTER DUE NOTICE,
THAT THE ABOVE NAMED CORPORATION HAS FAILED TO MEET REQUIREMENTS OF NOS. 1
AND/OR 2 ABOVE SET FORTH.

      NOW THEREFORE, UNDER THE AUTHORITY OF SAID ACT, THE CHARTER IS HEREBY
DECLARED FORFEITED AND DISSOLVED THIS DATE.

      Inquiries concerning this administrative dissolution should be directed to
the SC Department of Revenue, Corporate Section, Columbia, SC 29214-0100.

                                                      /s/ Jim Miles
                                                      --------------------------
                                                      Jim Miles
                                                      Secretary of State



                            ARTICLES OF INCORPORATION

                                       OF

                         EMCARE OF SOUTH CAROLINA, INC.

            The undersigned, an individual, does hereby act as incorporator in
adopting the following Articles of Incorporation for the purpose of organizing a
corporation for profit, pursuant to the provisions of the South Carolina
Business Corporation Act of 1988.

            FIRST: The corporate name for the corporation (hereinafter called
the "corporation") is EmCare of South Carolina, Inc.

            SECOND: The number of shares the corporation is authorized to issue
is 1000, all of which are of a par value of $0.01 dollars each and are of the
same class and are to be Common shares.

            THIRD: The street address of the initial registered office of the
corporation in the State of South Carolina is 2019 Park Street, Columbia, South
Carolina 29201.

            The name of the initial registered agent of the corporation at the
said registered office is Corporation Service Company.

            FOURTH: The name and the address of the incorporator are:



         NAME                                              ADDRESS
         ----                                              -------
                                             
David W. Singley, Jr.                           1717 Main Street, Suite 5200,
                                                Dallas, TX 75201


            FIFTH: The purposes for which the corporation is organized are as
follows: To manage emergency room services.

            SIXTH: The corporation elects not to have preemptive rights.

            SEVENTH: The corporation shall, to the fullest extent permitted by
the provisions of the South Carolina Business Corporation Act of 1988, as the
same may be amended and supplemented, indemnify any and all persons whom it
shall have power to indemnify under said provisions from and against any and all
of the expenses, liabilities, or other matters referred to in or covered by said
provisions, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any Bylaw, vote of shareholders or disinterested directors, or otherwise, both
as to action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of such a person.

            EIGHTH: Whenever any provision of the South Carolina Business
Corporation Act of 1988 shall otherwise require for the approval of any
specified corporate action the authorization of at least two-thirds of the votes
entitled to be cast thereon, any such corporate



action shall be approved by at least a majority of the votes entitled to be cast
thereon, and whenever the corporation shall have one or more voting groups which
are denied voting power under the Articles of Incorporation, but the
authorization of at least two-thirds of the votes entitled to be cast thereon
within each such voting group entitled to vote thereon as a separate voting
group is otherwise required for the approval of any specified corporate action
under the South Carolina Business Corporation Act of 1988, any such corporate
action shall be approved by each such voting group by at least a majority of the
votes entitled to be cast by that voting group. The provisions of this Article
shall be subject to the minimum voting requirements prescribed by the provisions
of Sections 33-7-250 and 33-7-260 of the South Carolina Business Corporation Act
of 1988.

            NINTH: Shareholders shall not have a right to cumulate their votes
for directors.

            TENTH: The duration of the corporation shall be perpetual.

            ELEVENTH: The signature of the incorporator is set forth
hereinafter.

Signed on June 23, 1999.

                                         /s/ David W. Singley, Jr.
                                        -------------------------
                                        David W. Singley, Jr., Incorporator

EX-3.225

                                                                   Exhibit 3.225

                                     BYLAWS

                                       OF

                         EMCARE OF SOUTH CAROLINA, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of EMCARE OF SOUTH CAROLINA, INC.
(the "Corporation") shall be such registered agent and office as shall from time
to time be established pursuant to the articles of incorporation, as amended
from time to time, of the Corporation (the "Charter") or by resolution of the
Board of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Massachusetts as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.01. Meetings of Stockholders of the Corporation (the "Stockholders") for
any purpose may be held at such place, within or without the State of
Massachusetts, as shall be fixed from time to time by the Board, or, if the
Board has not so specified, then at such place as may be fixed by the person or
persons calling the meeting.

     2.02. An annual meeting of the Stockholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Stockholders, a complete
list of the Stockholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Stockholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Stockholder who may be present.

     2.04. Special meetings of the Stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote at the meetings. Business
transacted at all special meetings shall be confined to the objects stated in
the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Stockholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
Stockholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Stockholders, the



Stockholders entitled to vote thereat, present in person or represented by
proxy, shall nevertheless have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At an adjourned session at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders, unless otherwise provided by statute or the Charter. At any
meeting of the Stockholders, every Stockholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Stockholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Stockholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.

     2.10. Any action required by statute to be taken at a meeting of the
Stockholders, or any action which may be taken at a meeting of the Stockholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Stockholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Stockholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Stockholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Stockholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Stockholders at the
annual meeting or a Massachusetts special meeting called for that purpose, but
no decrease shall have the effect of shortening the term of an incumbent
director. Directors need not be Stockholders or residents of the State of
Massachusetts. The directors shall be elected at the annual meeting of the
Stockholders, except as hereinafter provided, and each director elected shall
hold office until his or her successor shall be elected and shall qualify.


                                        2



     3.03. At any meeting of Stockholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Stockholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Stockholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Stockholders.

     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Stockholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         EXECUTIVE AND OTHER COMMITTEES

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              MEETINGS OF DIRECTORS

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Massachusetts.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Stockholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically


                                        3



provided by statute or by the Charter or by these bylaws. If a quorum shall not
be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            COMPENSATION OF DIRECTORS

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Stockholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Stockholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Stockholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.


                                        4



     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              CHAIRMAN OF THE BOARD

     5.06. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             CHIEF EXECUTIVE OFFICER

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           VICE-CHAIRMAN OF THE BOARD

     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Stockholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  THE PRESIDENT

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Stockholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  THE TREASURER

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.


                                        5



     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  OTHER OFFICES

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Stockholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of State of Massachusetts. Each certificate shall be signed by either
the President or any Vice President then in office and by either the Secretary,
an Assistant Secretary, or any Treasurer then in office, and may be sealed with
the seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, other than the Corporation or an employee of the Corporation,
the signature of any such officer of the Corporation may be a facsimile.
Whenever the Corporation shall be authorized to issue more than one class of
stock, there shall be (1) set forth conspicuously upon the face or back of each
certificate a full statement of (a) all of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and (b) if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences
of the shares of each series so far as the same have been fixed and determined
and the authority of the Board to fix and determine the relative rights and
preferences of subsequent series; or (2) stated conspicuously on the face or
back of the certificate that (a) such a statement is set forth in the Charter on
file in the office of the Secretary of State of Massachusetts and (b) the
Corporation will furnish a copy of such statement to the record holder of the
certificate without charge upon request to the Corporation at its principal
place of business or registered office. Whenever the Corporation by the Charter
has limited or denied the preemptive rights of Stockholders to acquire unissued
or treasury shares of the Corporation, each certificate (1) shall conspicuously
set forth upon the face or back of such certificate a full statement of the
limitation or denial of preemptive rights contained in the Charter, or (2) shall
conspicuously state on the face or back of the certificate that (a) such
statement is set forth in the Charter on file in the office of the Secretary of
State of Massachusetts and (b) the Corporation will furnish a copy of such
statement to the record holder of the certificate without charge upon request to
the Corporation at its principal place of business or registered office. If any
restriction on the transfer or the registration of the transfer of shares shall
be imposed or agreed to by the Corporation, as permitted by law, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that


                                        6



such a restriction exists pursuant to a specified document and (a) that the
Corporation will furnish to the record holder of the certificate without charge
upon written request to the corporation at its principal place of business or
registered office a copy of the specified document, or (b) if such document is
one required or permitted to be and has been filed under the Massachusetts
Business Corporation Act, that such document is on file in the office of the
Secretary of State of Massachusetts and contains a full statement of such
restriction.

                                LOST CERTIFICATES

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

                               TRANSFER OF SHARES

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by State of Massachusetts law, it shall be the duty of the
Corporation or the transfer agent of the Corporation to register the transfer as
requested.

                             REGISTERED STOCKHOLDERS

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Stockholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.


                                        7



                                    RESERVES

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     CHECKS

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       EXECUTION OF CONTRACTS, DEEDS, ETC.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   FISCAL YEAR

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              VOTING OF SECURITIES

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 INDEMNIFICATION

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, arbitral, administrative, or investigative, any appeal in such action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding, because such person is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief


                                        8



that he has met the standard of conduct necessary for indemnification and (ii) a
written undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the stockholders with or before the notice or waiver of notice of the
next Stockholder's meeting or with or before the next submission to Stockholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Stockholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Stockholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1)  the Charter or statute reserves the power exclusively to the
               Stockholders in whole or part; or

          (2)  the Stockholders in amending, repealing or adopting a particular
               bylaw expressly provide that the Board may not amend or repeal
               such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Stockholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Stockholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                       9

EX-3.226

                                                                   Exhibit 3.226

STATE OF TENNESSEE
DEPARTMENT OF STATE
Corporate Filings
312 Eighth Avenue North
6th Floor, William R. Snodgrass Tower
Nashville, TN 37243

                              CHANGE OF REGISTERED
                                  AGENT/OFFICE
                                (BY CORPORATION)

      Pursuant to the provisions of Section 48-15 102 or 48-25-108 of the
Tennessee Business Corporation Act or Section 48-55-102 or 48-65-108 of the
Tennessee Nonprofit Corporation Act, the undersigned corporation hereby submits
this application:

1. The name of the corporation is EMCARE OF TENNESSEE, INC. (Corp. Id. #
0345682)

2. The street address of its current registered office is Suite 400, 1900 Church
Street, Nashville, TN 37203

3. If the current registered office is to be changed, the street address of the
new registered office, the zip code of such office, and the county in which the
office is located is 2908 Poston Avenue, Nashville, TN 37203 Davidson County

4. The name of the current registered agent is National Registered Agents Inc.

5. If the current registered agent is to be changed, the name of the new
registered agent is Corporation Service Company

6. After the change(s), the street addresses of the registered office and the
business office of the registered agent will be identical.

                                                EMCARE OF TENNESSEE, INC.

     August 14, 2002                            ________________________________
- -------------------------------------           Name of Corporation
Signature Date

     Attorney in Fact                             /s/ LAURA R. DUNLAP
- -------------------------------------           --------------------------------
Signer's Capacity                               Signature

                                                LAURA R. DUNLAP
                                                --------------------------------
                                                Name (typed or printed)

SS-4427 (Rev 6/000)                                                     RDA 1678



                               SECRETARY OF, STATE
                          DIVISION OF BUSINESS SERVICES
                       James K. Polk Building, Suite 1800
                            Nashville, TN 37243-0306

                   MASS CHANGE OF REGISTERED OFFICE (BY AGENT)

Pursuant to the provisions of Sections 48-15-102 and 48-25-108 of the Tennessee
..Business Corporation Act, Sections 48-55-102 and 48-65 108 of the Tennessee
Nonprofit Corporation Act, Section 48-208-102 of the Tennessee Limited Liability
Company Act, Sections 61-2-104 and 61-2-904 of the Tennessee Revised Uniform
Limited Partnership Act, and Section 61-1-144 of the Tennessee Uniform Limited
Partnership Act, the undersigned registered agent hereby submits this
application to change its business address and the registered office address of
the businesses noted below:

1. The names of the affected corporations, limited liability companies, limited
partnerships and limited liability partnerships are identified in the attached
list by their S.O.S. control numbers, which list is incorporated herein by
reference.

2. The street address of its current registered office is 1912 Hayes Street,
Nashville, TN 37203.

3. The name of the current registered agent is National Registered Agents, Inc.

4. The street address (including county) of the new registered office is: 1900
Church Street, Suite 400, Nashville, TN 37203

5. After the change, the street addresses of the registered office and the
business office of the registered agent will be identical.

6. The corporations, limited liability companies, limited partnerships and
limited liability partnerships identified in the attached list have been
notified of the change of address for the registered office.

June 13, 2000                                   /s/ Dennis E. Howarth
- ------------------------------                  --------------------------------
Signature Date                                  Signature of Registered Agent

                                                Dennis E. Howarth, President
                                                   Printed or Typed Name

                                       2


                                     CHARTER
                                       OF
                            EMCARE OF TENNESSEE, INC.

The undersigned person under the Tennessee Business Corporation Act adopts the
following charter for the above listed corporation:

1.    The name of the corporation is: EMCARE OF TENNESSEE, INC.

2.    The number of shares of stock the corporation is authorized to issue is
      1,000 shares of Common Stock, par value $.01 per share.

3.    (a) The complete address of the corporation's initial registered office in
      Tennessee is 1912 Hayes Street, Nashville, Tennessee 37203, County of
      Davidson.

      (b) The name of the initial registered agent to be located at the address
      listed in 3(a) is National Registered Agents, Inc.

4.    The name and complete address of the incorporator is:

      William F. Miller, III
      1717 Main Street
      Suite 5200
      Dallas, Texas 75201

5.    The complete address of the corporation's principal office is 1717 Main
      Street, Suite 5200, Dallas, Texas 75201

6.    The corporation is for profit.

7.    The initial directors of the corporation are William F. Miller, III and
      Leonard M. Riggs, Jr.

8.    The purpose for which the corporation is organized is the transaction of
      any and all lawful business for which corporations may be incorporated
      under the Tennessee Business Corporation Act.

     7-11-98                                 /s/ William F. Miller, III
- ------------------------------            ------------------------------------
Signature Date                            William F. Miller, III, Incorporator

                                       3

EX-3.227

                                                                   Exhibit 3.227

                                     BYLAWS

                                       OF

                            EMCARE OF TENNESSEE, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of EMCARE OF TENNESSEE, INC. (the
"Corporation") shall be such registered agent and office as shall from time to
time be established pursuant to the articles of incorporation, as amended from
time to time, of the Corporation (the "Charter") or by resolution of the Board
of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Massachusetts as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.01. Meetings of Stockholders of the Corporation (the "Stockholders") for
any purpose may be held at such place, within or without the State of
Massachusetts, as shall be fixed from time to time by the Board, or, if the
Board has not so specified, then at such place as may be fixed by the person or
persons calling the meeting.

     2.02. An annual meeting of the Stockholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Stockholders, a complete
list of the Stockholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Stockholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Stockholder who may be present.

     2.04. Special meetings of the Stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote at the meetings. Business
transacted at all special meetings shall be confined to the objects stated in
the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Stockholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
Stockholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Stockholders, the



Stockholders entitled to vote thereat, present in person or represented by
proxy, shall nevertheless have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At an adjourned session at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders, unless otherwise provided by statute or the Charter. At any
meeting of the Stockholders, every Stockholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Stockholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Stockholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.

     2.10. Any action required by statute to be taken at a meeting of the
Stockholders, or any action which may be taken at a meeting of the Stockholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Stockholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Stockholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Stockholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Stockholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Stockholders at the
annual meeting or a Massachusetts special meeting called for that purpose, but
no decrease shall have the effect of shortening the term of an incumbent
director. Directors need not be Stockholders or residents of the State of
Massachusetts. The directors shall be elected at the annual meeting of the
Stockholders, except as hereinafter provided, and each director elected shall
hold office until his or her successor shall be elected and shall qualify.


                                        2



     3.03. At any meeting of Stockholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Stockholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Stockholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Stockholders.

     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Stockholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         EXECUTIVE AND OTHER COMMITTEES

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              MEETINGS OF DIRECTORS

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Massachusetts.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Stockholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically


                                        3



provided by statute or by the Charter or by these bylaws. If a quorum shall not
be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            COMPENSATION OF DIRECTORS

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Stockholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Stockholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Stockholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.


                                        4



     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              CHAIRMAN OF THE BOARD

     5.06. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             CHIEF EXECUTIVE OFFICER

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           VICE-CHAIRMAN OF THE BOARD

     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Stockholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  THE PRESIDENT

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Stockholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  THE TREASURER

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.


                                        5



     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  OTHER OFFICES

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Stockholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of State of Massachusetts. Each certificate shall be signed by either
the President or any Vice President then in office and by either the Secretary,
an Assistant Secretary, or any Treasurer then in office, and may be sealed with
the seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, other than the Corporation or an employee of the Corporation,
the signature of any such officer of the Corporation may be a facsimile.
Whenever the Corporation shall be authorized to issue more than one class of
stock, there shall be (1) set forth conspicuously upon the face or back of each
certificate a full statement of (a) all of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and (b) if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences
of the shares of each series so far as the same have been fixed and determined
and the authority of the Board to fix and determine the relative rights and
preferences of subsequent series; or (2) stated conspicuously on the face or
back of the certificate that (a) such a statement is set forth in the Charter on
file in the office of the Secretary of State of Massachusetts and (b) the
Corporation will furnish a copy of such statement to the record holder of the
certificate without charge upon request to the Corporation at its principal
place of business or registered office. Whenever the Corporation by the Charter
has limited or denied the preemptive rights of Stockholders to acquire unissued
or treasury shares of the Corporation, each certificate (1) shall conspicuously
set forth upon the face or back of such certificate a full statement of the
limitation or denial of preemptive rights contained in the Charter, or (2) shall
conspicuously state on the face or back of the certificate that (a) such
statement is set forth in the Charter on file in the office of the Secretary of
State of Massachusetts and (b) the Corporation will furnish a copy of such
statement to the record holder of the certificate without charge upon request to
the Corporation at its principal place of business or registered office. If any
restriction on the transfer or the registration of the transfer of shares shall
be imposed or agreed to by the Corporation, as permitted by law, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that


                                        6



such a restriction exists pursuant to a specified document and (a) that the
Corporation will furnish to the record holder of the certificate without charge
upon written request to the corporation at its principal place of business or
registered office a copy of the specified document, or (b) if such document is
one required or permitted to be and has been filed under the Massachusetts
Business Corporation Act, that such document is on file in the office of the
Secretary of State of Massachusetts and contains a full statement of such
restriction.

                                LOST CERTIFICATES

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

                               TRANSFER OF SHARES

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by State of Massachusetts law, it shall be the duty of the
Corporation or the transfer agent of the Corporation to register the transfer as
requested.

                             REGISTERED STOCKHOLDERS

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Stockholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.


                                        7



                                    RESERVES

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     CHECKS

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       EXECUTION OF CONTRACTS, DEEDS, ETC.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   FISCAL YEAR

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              VOTING OF SECURITIES

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 INDEMNIFICATION

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, arbitral, administrative, or investigative, any appeal in such action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding, because such person is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief


                                        8



that he has met the standard of conduct necessary for indemnification and (ii) a
written undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the stockholders with or before the notice or waiver of notice of the
next Stockholder's meeting or with or before the next submission to Stockholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Stockholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Stockholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1)  the Charter or statute reserves the power exclusively to the
               Stockholders in whole or part; or

          (2)  the Stockholders in amending, repealing or adopting a particular
               bylaw expressly provide that the Board may not amend or repeal
               such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Stockholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Stockholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                       9

EX-3.228

                                                                   Exhibit 3.228

Office of the Secretary of State
Corporations Section
P.O. Box 13697
Austin, Texas 78711-3697 (Form 408)

Filed in the Office of the
Secretary of State of Texas
Filing #: 152619100 07/31/2003
Document #: 39217480120
Image Generated Electronically
for Web Filing

STATEMENT OF CHANGE OF
ADDRESS OF REGISTERED AGENT

1.    The name of the entity represented is EMCARE OF TEXAS, INC.

      The entity's filing number is 152619100

2.    The address at which the registered agent has maintained the registered
office address for such entity is: (Please provide street address, city, state
and zip code presently shown in the records of the Secretary of State.)

800 Brazos, Austin, Texas 78701

3.    The address at which the registered agent will hereafter maintain the
registered office address for such entity is: (Please provide street address,
city, state and zip code. The address must be in Texas.)

701 Brazos Street, Suite 1050, Austin, Texas 78701

4.    Notice of the change of address has been given to said entity in writing
at least 10 business days prior to the submission of this filing.

Date: 07/31/03

Corporation Service Company
d/b/a CSC-Lawyers Incorporating Service Company

Name of Registered Agent

John H. Pelletier, Asst. VP
Signature of Registered Agent

                                       1


Office of the Secretary of State
Corporations Section
P.O. Box 13697
Austin, Texas 78711-3697

CHANGE OF REGISTERED AGENT/REGISTERED OFFICE

1.    The name of the entity is EMCARE OF TEXAS, INC.

and the file number issued to the entity by the secretary of state is 152619100

2.    The entity is: (Check one.)

      X     a business corporation, which has authorized the changes indicated
            below through its board of directors or by an officer of the
            corporation so authorized by its board of directors, as provided by
            the Texas Business Corporation Act.

            a nonprofit corporation, which has authorized the changes indicated
            below through its board of directors or by an officer of the
            corporation so authorized by its board of directors, or through its
            members in whom management of the corporation is vested pursuant to
            article 2.14C, as provided by the Texas Non-Profit Corporation Act.

            a limited liability company, which has authorized the changes
            indicated below through its members or managers, as provided by the
            Texas Limited Liability Company Act.

            a limited partnership, which has authorized the changes indicated
            below through its partners, as provided by the Texas Revised Limited
            Partnership Act.

            an out-of-state financial institution, which has authorized the
            changes indicated below in the manner provided under the laws
            governing its formation.

3.    The registered office address as PRESENTLY shown in the records of the
      Texas secretary of state is 1614 Sidney Baker Street, Kerrville, TX 78208

4.    X     A. The address of the NEW registered office is: (Please provide
      street address, city, state and zip code. The address must be in Texas.)

      800 Brazos, Austin, TX 78701

OR          B. The registered office address will not change.

5.    The name of the registered agent as PRESENTLY shown in the records of the
      Texas

      secretary of state is National Registered Agents Inc.



6.    X     A. The name of the NEW registered agent is Corporation Service
      Company d/b/a/ CSC-Lawyers Incorporating Service Company

OR          B. The registered agent will not change.

7.    Following the changes shown above, the address of the registered office
      and the address of the office of the registered agent will continue to be
      identical, as required by law.

By: /s/ Laura R. Dunlap
(A person authorized to sign
on behalf of the entity)
LAURA R. DUNLAP, Attorney in Fact

INSTRUCTIONS

1.    It is recommended that you call (512) 463-5555 to verify the information
      in items 3 and 5 as it currently appears on the records of the secretary
      of state before submitting the statement for filing. You also may e-mail
      an inquiry to corpinfo@sos.state.tx.us. As information on out-of-state
      financial institutions is maintained on a separate database, a financial
      institution must call (512) 463-5701 to verify registered agent and
      registered office information. If the information on the form is
      inconsistent with the records of this office, the statement will be
      returned.

2.    You are required by law to provide a street address in item 4 unless the
      registered office is located in a city with a population of 5,000 or less.
      The purpose of this requirement is to provide the public with notice of a
      physical location at which process may be served on the registered agent.
      A statement submitted with a post office box address or a lock box address
      will not be filed.

3.    An authorized officer of the corporation or financial institution must
      sign the statement. In the case of a limited liability company, an
      authorized member or manager of a limited liability company must sign the
      statement. A general partner must sign the statement on behalf of a
      limited partnership. A person commits an offense under the Texas Business
      Corporation Act, the Texas Non-Profit Corporation Act or the Texas Limited
      Liability Company Act if the person signs a document the person knows is
      false in any material respect with the intent that the document be
      delivered to the secretary of state for filing. The offense is a Class A
      misdemeanor.

4.    Please attach the appropriate fee:

                                                  
Business Corporation                                 $15.00
Financial Institution, other than Credit Unions      $15.00
Financial Institution that is a Credit Union         $ 5.00
Non-Profit Corporation                               $ 5.00
Limited Liability Company                            $10.00
Limited Partnership                                  $50.00



      Personal checks and MasterCard(R), Visa(R), and Discover(R) are accepted
      in payment of the filing fee. Checks or money orders must be payable
      through a U.S. bank or other



      financial institution and made payable to the secretary of state. Fees
      paid by credit card are subject to a statutorily authorized processing
      cost of 2.1% of the total fees.

5.    Two copies of the form along with the filing fee should be mailed to the
      address shown in the heading of this form. The delivery address is:
      Secretary of State, Statutory Filings Division, Corporations Section,
      James Earl Rudder Office Building, 1019 Brazos, Austin, Texas 78701. We
      will place one document on record and return a file stamped copy, if a
      duplicate copy is provided for such purpose. The telephone number is (512)
      463-5555, TDD: (800) 735-2989, FAX: (512) 463-5709.

Form No. 401
Revised 9/99



Office of the Secretary of State
Corporations Section
P.O. Box 13697
Austin, Texas 78711-3697

STATEMENT OF CHANGE OF
ADDRESS OF REGISTERED AGENT

1.    The name of the entity represented is See Attached List The entity's file
      number is See Attached List

2.    The address at which the registered agent has maintained the registered
      office address for such entity is: (Please provide street address, city,
      state and zip code presently shown in the records of the secretary of
      state.) 905 Congress Avenue, Austin, TX 78701

3.    The address at which the registered agent will hereafter maintain the
      registered office address for such entity is: (Please provide street
      address, city, state and zip code. The address must be in Texas.) 1614
      Sidney Baker Street, Kerrville, TX 78028

4.    Notice of the change of address has been given to said entity in writing
      at least 10 business days prior to the submission of this filing.

Date: 10/19/01

National Registered Agents, Inc.
Name of registered agent

/s/ Dennis E. Howarth
Signature of registered agent
Dennis E. Howarth, President

IF THE ENTITY REPRESENTED IS A LIMITED PARTNERSHIP, THE STATEMENT MUST BE
NOTARIZED. NOTARIZATION OF THE STATEMENT IS NOT REQUIRED IF THE ENTITY IS A
CORPORATION, FINANCIAL INSTITUTION OR A LIMITED LIABILITY COMPANY.

State of Texas   Section
County of _____  Section

Subscribed and sworn to before me on ___________________ by
                                       (date)

____________________________________________________________
(name of person sworn)
(Notary Seal)

________________________________
Signature of Notary



Notary Public, State of Texas



Office of the Secretary of State
Corporations Section
P.O. Box 13697
Austin, Texas 78711-3697

STATEMENT OF CHANGE OF
ADDRESS OF REGISTERED AGENT

1.    The name of the entity represented is See Attached List of Corporation The
      entity's file number is See List

2.    The address at which the registered agent has maintained the registered
      office address for such entity is: (Please provide street address, city,
      state and zip code presently shown in the records of the secretary of
      state.) 800 Brazos Street, Suite 1100, Austin, TX 78701

3.    The address at which the registered agent will hereafter maintain the
      registered office address for such entity is: (Please provide street
      address, city, state and zip code. The address must be in Texas.) 905
      Congress Avenue, Austin, TX 78701

4.    Notice of the change of address has been given to said entity in writing
      at least 10 business days prior to the submission of this filing.

Date: September 27, 2000

National Registered Agents, Inc.
Name of registered agent

/s/ Dennis E. Howarth
Signature of registered agent
Dennis E. Howarth, President

IF THE ENTITY REPRESENTED IS A LIMITED PARTNERSHIP, COMPLETE THE FOLLOWING
ACKNOWLEDGEMENT. AN ACKNOWLEDGEMENT IS NOT REQUIRED IF THE ENTITY IS A
CORPORATION, FINANCIAL INSTITUTION OR A LIMITED LIABILITY COMPANY.

State of Texas New Jersey  Section
County of Mercer           Section

This instrument was acknowledged before me on September 27, 2000 by
(date)
Dennis E. Howarth
(name of person acknowledging)
(Notary Seal)

/s/ Dennis Howarth
- -----------------------------
Signature of Notary
Notary Public, State of Texas



ARTICLES OF INCORPORATION
OF
EMCARE OF TEXAS, INC.

The undersigned, a natural person of the age of eighteen years or more, acting
as incorporator of a corporation under the Texas Business Corporation Act,
hereby adopts the following Articles of Incorporation for EmCare of Texas, Inc.
(the "Corporation"):

ARTICLE ONE
NAME

The name of this Corporation is "EmCare of Texas, Inc."

ARTICLE TWO
DURATION

The period of the Corporation's duration is perpetual.

ARTICLE THREE
PURPOSE

The purpose for which the Corporation is organized is the transaction of any and
all lawful business for which corporations may be incorporated under the Texas
Business Corporation Act.

ARTICLE FOUR
ISSUANCE OF SHARES

The aggregate number of shares which the Corporation shall have authority to
issue is One Thousand (1,000) shares of Common Stock with the par value of $.01
per share.

ARTICLE FIVE
CAPITALIZATION

The Corporation will not commence business until it has received for the
issuance of its shares consideration of the value of at least One Thousand
Dollars ($1,000.00), consisting of money, labor done, or property actually
received.

ARTICLE SIX
INCORPORATOR

The name and address of the incorporator of the Corporation is:

Name                            Address
Paulette Lockwood               1717 Main Street
                                Suite 5200
                                Dallas, TX 75201



ARTICLE SEVEN
DENIAL OF PREEMPTIVE RIGHTS

No shareholder of the Corporation shall, by reason of such shareholder holding
shares of any class, have any preemptive or preferential right to purchase or
subscribe for any shares of any class of the Corporation, now or hereafter to be
authorized, or any notes, debentures, bonds, or other securities convertible
into or carrying options or warrants to purchase shares of any class, now or
hereafter to be authorized, whether or not the issuance or sale of any such
shares, or such notes, debentures, bonds, or other securities, would adversely
affect the dividend or voting rights of such shareholder of the Corporation,
other than such rights, if any, as the board of directors, in its discretion,
may grant to the shareholders to purchase such additional, unissued, or treasury
securities; and the Corporation may issue or sell additional unissued or
treasury shares of any class of the Corporation, or any notes, debentures,
bonds, or other securities convertible into or carrying options or warrants to
purchase shares of any class, without offering the same in whole or in part to
the existing shareholders of any class.

ARTICLE EIGHT
DENIAL OF CUMULATIVE VOTING

When electing directors of the Corporation, a shareholder of the Corporation
shall not be permitted to cumulate such shareholder's votes.

ARTICLE NINE
REGISTERED OFFICE

The street address of the registered office of the Corporation is 800 Brazos,
Ste. 1100 Austin, Texas 78701, and the name of its registered agent at such
address is National Registered Agents, Inc.

ARTICLE TEN
DIRECTORS

The number of directors constituting the initial Board of Directors is one (1)
and the names and addresses of the persons who are to serve as the initial
Directors until the first annual meeting of shareholders or until their
successors are elected and qualified are:

Name                                      Address
Leonard M. Riggs, Jr. M.D.                1717 Main Street
                                          Suite 5200
                                          Dallas, Texas 75201

ARTICLE ELEVEN
REQUIRED SHAREHOLDER VOTE AND CONSENT



Except as otherwise required by law, the affirmative vote of the holders of a
majority of the issued and outstanding shares of the Corporation shall decide
any matter submitted to a vote of the shareholders of the Corporation. The
holders of a majority of the issued and outstanding shares of the Corporation
may take any action that the shareholders of the Corporation are permitted or
required to take at a meeting pursuant to a consent setting forth the action
taken that such holders sign.

ARTICLE TWELVE
INDEMNIFICATION

The Corporation shall, to the full extent permitted by law, (i) indemnify any
person who was, is or is threatened to be made a named defendant or respondent
to any threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative, any appeal in such action,
suit or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding, because such person is or was a director or officer
of the Corporation, or, while a director or officer of the corporation, is or
was serving at the request of the Corporation as a director, officer, partner,
venturer, proprietor, trustee, employee, agent, or similar functionary of
another Corporation, partnership, joint venture, sole proprietorship, trust,
employee benefit plan, or other enterprise, against judgments, penalties
(including excise and similar taxes), fines, settlements, and reasonable
expenses (including attorneys fees) actually incurred by such person in
connection with such action, suit, or proceeding and (ii) advance reasonable
expenses to such person in connection with such action, suit or proceeding. The
rights provided in this Article shall not be deemed exclusive of any other
rights permitted by law, to which such person may be entitled under any
provision of the bylaws of the Corporation, a resolution of shareholders or
directors of the Corporation, an agreement, or otherwise

ARTICLE THIRTEEN
LIMITATION OF DIRECTOR LIABILITY

No director of the Corporation shall be liable to the Corporation or its
shareholders for monetary damages for any act or omission in such director's
capacity as director, except to the extent such director is found liable for (i)
a breach of such director's duty of loyalty to the Corporation or its
shareholders; (ii) an act or omission not in good faith that constitutes a
breach of duty of such director to the Corporation or an act or omission that
involves intentional misconduct or a knowing violation of the law; (iii) a
transaction from which such director received an improper benefit, whether or
not the benefit resulted from an action taken within the scope of such
director's office; or (iv) an act or omission for which the liability of a
director is expressly provided by an applicable statute. No repeal or
modification of this ARTICLE THIRTEEN shall adversely affect any right or
protection of a director of the Corporation existing by virtue of this ARTICLE
THIRTEEN at the time of such repeal or modification.

IN WITNESS WHEREOF, I have hereunto set my hand, this 25th day of February,
1999.

/s/ Paulette Lockwood
Paulette Lockwood, Incorporator

EX-3.229

                                                                   Exhibit 3.229

                                     BYLAWS

                                       OF

                              EMCARE OF TEXAS, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of EMCARE OF TEXAS, INC. (the
"Corporation") shall be such registered agent and office as shall from time to
time be established pursuant to the articles of incorporation, as amended from
time to time, of the Corporation (the "Charter") or by resolution of the Board
of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Massachusetts as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.01. Meetings of Stockholders of the Corporation (the "Stockholders") for
any purpose may be held at such place, within or without the State of
Massachusetts, as shall be fixed from time to time by the Board, or, if the
Board has not so specified, then at such place as may be fixed by the person or
persons calling the meeting.

     2.02. An annual meeting of the Stockholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Stockholders, a complete
list of the Stockholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Stockholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Stockholder who may be present.

     2.04. Special meetings of the Stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote at the meetings. Business
transacted at all special meetings shall be confined to the objects stated in
the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Stockholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of



the Stockholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Stockholders, the Stockholders
entitled to vote thereat, present in person or represented by proxy, shall
nevertheless have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At an adjourned session at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders, unless otherwise provided by statute or the Charter. At any
meeting of the Stockholders, every Stockholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Stockholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Stockholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.

     2.10. Any action required by statute to be taken at a meeting of the
Stockholders, or any action which may be taken at a meeting of the Stockholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Stockholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Stockholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Stockholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Stockholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Stockholders at the
annual meeting or a Massachusetts special meeting called for that purpose, but
no decrease shall have the effect of shortening the term of an incumbent
director. Directors need not be Stockholders or residents of the State of
Massachusetts. The directors shall be elected at the annual meeting of the
Stockholders, except as hereinafter provided, and each director elected shall
hold office until his or her successor shall be elected and shall qualify.


                                        2



     3.03. At any meeting of Stockholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Stockholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Stockholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Stockholders.

     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Stockholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         EXECUTIVE AND OTHER COMMITTEES

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              MEETINGS OF DIRECTORS

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Massachusetts.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Stockholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically


                                        3



provided by statute or by the Charter or by these bylaws. If a quorum shall not
be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            COMPENSATION OF DIRECTORS

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Stockholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Stockholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Stockholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.


                                        4



     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              CHAIRMAN OF THE BOARD

     5.06. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             CHIEF EXECUTIVE OFFICER

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           VICE-CHAIRMAN OF THE BOARD

     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Stockholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  THE PRESIDENT

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Stockholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  THE TREASURER

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.


                                        5



     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  OTHER OFFICES

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Stockholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of State of Massachusetts. Each certificate shall be signed by either
the President or any Vice President then in office and by either the Secretary,
an Assistant Secretary, or any Treasurer then in office, and may be sealed with
the seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, other than the Corporation or an employee of the Corporation,
the signature of any such officer of the Corporation may be a facsimile.
Whenever the Corporation shall be authorized to issue more than one class of
stock, there shall be (1) set forth conspicuously upon the face or back of each
certificate a full statement of (a) all of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and (b) if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences
of the shares of each series so far as the same have been fixed and determined
and the authority of the Board to fix and determine the relative rights and
preferences of subsequent series; or (2) stated conspicuously on the face or
back of the certificate that (a) such a statement is set forth in the Charter on
file in the office of the Secretary of State of Massachusetts and (b) the
Corporation will furnish a copy of such statement to the record holder of the
certificate without charge upon request to the Corporation at its principal
place of business or registered office. Whenever the Corporation by the Charter
has limited or denied the preemptive rights of Stockholders to acquire unissued
or treasury shares of the Corporation, each certificate (1) shall conspicuously
set forth upon the face or back of such certificate a full statement of the
limitation or denial of preemptive rights contained in the Charter, or (2) shall
conspicuously state on the face or back of the certificate that (a) such
statement is set forth in the Charter on file in the office of the Secretary of
State of Massachusetts and (b) the Corporation will furnish a copy of such
statement to the record holder of the certificate without charge upon request to
the Corporation at its principal place of business or registered office. If any
restriction on the transfer or the registration of the transfer of shares shall
be imposed or agreed to by the Corporation, as permitted by law, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that


                                        6



such a restriction exists pursuant to a specified document and (a) that the
Corporation will furnish to the record holder of the certificate without charge
upon written request to the corporation at its principal place of business or
registered office a copy of the specified document, or (b) if such document is
one required or permitted to be and has been filed under the Massachusetts
Business Corporation Act, that such document is on file in the office of the
Secretary of State of Massachusetts and contains a full statement of such
restriction.

                                LOST CERTIFICATES

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

                               TRANSFER OF SHARES

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by State of Massachusetts law, it shall be the duty of the
Corporation or the transfer agent of the Corporation to register the transfer as
requested.

                             REGISTERED STOCKHOLDERS

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Stockholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.


                                        7



                                    RESERVES

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     CHECKS

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       EXECUTION OF CONTRACTS, DEEDS, ETC.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   FISCAL YEAR

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              VOTING OF SECURITIES

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 INDEMNIFICATION

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, arbitral, administrative, or investigative, any appeal in such action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding, because such person is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief


                                        8



that he has met the standard of conduct necessary for indemnification and (ii) a
written undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the stockholders with or before the notice or waiver of notice of the
next Stockholder's meeting or with or before the next submission to Stockholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Stockholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Stockholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1)  the Charter or statute reserves the power exclusively to the
               Stockholders in whole or part; or

          (2)  the Stockholders in amending, repealing or adopting a particular
               bylaw expressly provide that the Board may not amend or repeal
               such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Stockholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Stockholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                        9

EX-3.230

                                                                   Exhibit 3.230

VERMONT SECRETARY OF STATE
Location: 81 River Street Mail: 109 State Street
Montpelier, VT 05609-1104 (802) 828-2386

ARTICLES OF INCORPORATION

Corporate name EmCare of Vermont, Inc.
(the name must end with one of these endings corporation, incorporated, company,
limited or an abbrev. thereof)

Name of registered agent National Registered Agents, Inc.
A registered agent is an individual or a domestic or foreign corporation, profit
or non-profit, whose business office is identical to the address of the
registered office. The registered office must be located in Vermont. A
registered agent receives various kinds of legal notices; including service of
process for the corporation. A corporation cannot act as its own registered
agent.

Address of registered office Peaked Mountain Road, Townshend, VT 05353
(street and box # of place of business) (city) (zip)

Operating year: DEC.31st will be designated as your fiscal year end unless you
provide a different date.

Every corporation has perpetual duration, unless otherwise stated Please check
the box that applies for your corporation:

[x] General corporation (T.11A) [ ] Professional Corporation (T.11,Ch.3) [ ]
Close corporation (T.11A,Ch.20)

Number of shares the corporation is authorized to issue: 1,000

Classes of shares (common/preferred/etc.) & number of shares authorized to
issue, in each class: Common / 1,000

One or more classes of shares that together have unlimited voting rights:

One or more classes of shares (which may be the same class with voting rights)
that together are entitled to receive the net assets of the corporation upon
dissolution.



CLOSE CORPORATIONS (11A VT Chapter 20)

The provisions of title 11A, other than those set forth in Chapter 20, shall
apply to close corporations in the absence of a contrary or inconsistent
provision in Chapter 20. A corporation whose status as a close corporation
terminates shall immediately become subject to the obligations and rights of a
general corporation.

In addition to the other information required herein a close corporation must
include the following information in its articles: (1)"this corporation is a
close corporation"; (2) that all the corporation's issued and outstanding stock
of all classes shall be held by not more than a specified number of persons, not
exceeding 35; (3) that each certificate for shares shall conspicuously note the
fact that the corporation is a close corporation; (4) provisions, if any,
setting forth restrictions on shares transfer; (5) whether dissolution occurs
upon the occurrence of a specified event or contingency; (6) whether are limited
or whether the corporation will be managed without a board of directors; (7)
provide that there shall be no offering of any of its shares for "public
offering"; and (8) that all issued and outstanding shares of all classes be
represented by certificates.

ANNUAL REPORT: EACH CORPORATION UNDER THIS TITLE IS REQUIRED TO FILE AN ANNUAL
REPORT WITHIN 2-1/2 MONTHS OF THE CLOSE OF ITS FISCAL YEAR END. FAILURE TO FILE
THIS REPORT WILL RESULT IN TERMINATION OF THE CORPORATE CHARTER. CONTACT THE
SECRETARY OF STATE FOR THE ANNUAL REPORT FORM.

                                        2



PURPOSE: Every corporation is considered as being organized for the purpose of
engaging in any lawful business unless a more limited purpose is set forth in
the articles of incorporation. Corporations engaging in businesses that are
subject to regulation by certain State agencies may incorporate only if
permitted by, and subject to all limitations of the statutes which control these
businesses. These corporations include: (1) banks, savings and loan
associations, credit unions, and other financial institutions regulated under
Title 8; (2) insurance companies regulated under Title 8; (3) public service
utilities regulated under Title 30; (4) railroad companies regulated under Title
19; and (5) professional corporations regulated under chapter 3 of Title 11.

State the purpose here.

PROFESSIONAL CORPORATIONS: (11 USA, Chapter 3) Professional corporations must
provide the following additional information: the name, address, license number
and expiration date of license for each incorporator, officer, director and
shareholder. (A certificate from the proper regulating board must be attached)

name, title, license #, expiration date, address

name, title, license #, expiration date, address

name, title, license it, expiration date, address

name, title, license #, expiration date, address

DIRECTORS: Names and addresses of the individuals who will serve as the initial
board of directors. A board of directors of a corporation which is not a close
corporation dispensing with a board of directors must consist of three or more
individuals. If the number of shareholders in any corporation is less than
three, the number of directors may be as few as the shareholders. Listing the
names of the initial directors is optional.

name and address

name and address

name and address

One or more natural persons of majority age (18) may act as incorporator by
signing below.

Signature of incorporator /s/ William F. Miller, III
                          --------------------------
                              William F. Miller, III

Address 1717 Main Street, Suite 5200, Dallas, TX 75201
Signature of incorporator
Address

                                        3



In order to develop a data base which highlights trends in Vermont business, the
Department of Economic Development has requested that we include the list below
to assist them in determining which most closely reflects your corporation. Your
participation will enable them to serve merging businesses more effectively.
Please circle the most appropriate category. Completion of this section is
voluntary.

1. Agricultural Crops
2. Agricultural Livestock
3. Agricultural Services
4. Forestry
5. Fishing, Hunting, Trapping
6. Metal Mining
7. Coal Mining
8. Oil, Gas extraction
9. Nonmetallic Minerals
10. Building Contractor
11.Heavy Construction
12. Special Trade Contractors
13. Lumber, Wood Products
14. Furniture, Fixtures
15. Stone, Clay, Glass
16. Primary Metal Industry
17. Fabricated Metal
18. Industrial Machinery
19. Electronic Equipment
20. Transportation Equipment
21. Instruments/Related Prod
22. Miscellaneous Mfg.
23. Food, Kindred Products
24. Tobacco Products,
25. Textile Mill Products
26. Apparel, Textile Products
27. Paper, Allied Products
28. Printing, Publishing
29. Chemicals, Allied Products
30. Petroleum & Coal Products
31. Rubber & Misc. Plastic
32. Leather/Leather Products
33. Railroad Transportation
34. Local Passenger Transit
35. Trucking & Warehousing
36. Water Transportation
37. Air Transportation
38. Pipelines,(not natural gas)
39: Transportation Services
40. Communications
41. Electric. Gas & Sanitary
42. Durable Goods/Wholesale
43. Nondurable Goods/Wholesale
44. Building & Garden
45. Gen. Merchandise Store
46. Food Stores
47. Auto Dealers/Stations
48. Apparel & Accessories
49. Furniture/Furnishings
50. Eating/Drinking Places
51. Miscellaneous Retail
52. Depository Institution
53. Nondepository Institution
54. Security/Commodity Broker
55. Insurance Carrier
56. Insurance Agent/Broker
57. Real Estate
58. Holding, Investment Office
59. Hotel, Other Lodging
60. Personal Services
61. Business Services
62. Auto Repair, Services, Parking
63. Miscellaneous Repairs
64. Motion Pictures
65. Amusement/Recreation
66. Health Services
67. Legal Services
68. Educational Services
69. Social Services
70. Museums
71. Membership Organizations
72. Engineering/Mgmt. Services
73. Private Households
74. Services, not elsewhere clsfd

******************************************************************************

75.00 FILING FEE MUST BE ATTACHED TO THIS APPLICATION.
THE ARTICLES MUST BE TYPEWRITTEN OR PRINTED AND FILED IN DUPLICATE. UNLESS A
DELAYED EFFECTIVE DATE IS SPECIFIED, THE DOCUMENT IS EFFECTIVE ON THE DATE IT IS
APPROVED.

ARTICLES OF INCORPORATION
OFFICE OF SECRETARY OF STATE
FILED
fee of $______ has been paid.

                                                                    revised 8/94

                                        4

EX-3.231

                                                                   Exhibit 3.231

                                     BYLAWS

                                       OF

                             EMCARE OF VERMONT, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of EMCARE OF VERMONT, INC. (the
"Corporation") shall be such registered agent and office as shall from time to
time be established pursuant to the articles of incorporation, as amended from
time to time, of the Corporation (the "Charter") or by resolution of the Board
of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Massachusetts as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.01. Meetings of Stockholders of the Corporation (the "Stockholders") for
any purpose may be held at such place, within or without the State of
Massachusetts, as shall be fixed from time to time by the Board, or, if the
Board has not so specified, then at such place as may be fixed by the person or
persons calling the meeting.

     2.02. An annual meeting of the Stockholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Stockholders, a complete
list of the Stockholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Stockholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Stockholder who may be present.

     2.04. Special meetings of the Stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote at the meetings. Business
transacted at all special meetings shall be confined to the objects stated in
the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Stockholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
Stockholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Stockholders, the



Stockholders entitled to vote thereat, present in person or represented by
proxy, shall nevertheless have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At an adjourned session at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders, unless otherwise provided by statute or the Charter. At any
meeting of the Stockholders, every Stockholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Stockholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Stockholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.

     2.10. Any action required by statute to be taken at a meeting of the
Stockholders, or any action which may be taken at a meeting of the Stockholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Stockholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Stockholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Stockholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Stockholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Stockholders at the
annual meeting or a Massachusetts special meeting called for that purpose, but
no decrease shall have the effect of shortening the term of an incumbent
director. Directors need not be Stockholders or residents of the State of
Massachusetts. The directors shall be elected at the annual meeting of the
Stockholders, except as hereinafter provided, and each director elected shall
hold office until his or her successor shall be elected and shall qualify.


                                        2



     3.03. At any meeting of Stockholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Stockholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Stockholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Stockholders.

     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Stockholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         EXECUTIVE AND OTHER COMMITTEES

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              MEETINGS OF DIRECTORS

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Massachusetts.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Stockholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically


                                        3



provided by statute or by the Charter or by these bylaws. If a quorum shall not
be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            COMPENSATION OF DIRECTORS

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Stockholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Stockholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Stockholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.


                                        4



     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              CHAIRMAN OF THE BOARD

     5.06. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             CHIEF EXECUTIVE OFFICER

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           VICE-CHAIRMAN OF THE BOARD

     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Stockholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  THE PRESIDENT

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Stockholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  THE TREASURER

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.


                                        5



     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  OTHER OFFICES

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Stockholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of State of Massachusetts. Each certificate shall be signed by either
the President or any Vice President then in office and by either the Secretary,
an Assistant Secretary, or any Treasurer then in office, and may be sealed with
the seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, other than the Corporation or an employee of the Corporation,
the signature of any such officer of the Corporation may be a facsimile.
Whenever the Corporation shall be authorized to issue more than one class of
stock, there shall be (1) set forth conspicuously upon the face or back of each
certificate a full statement of (a) all of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and (b) if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences
of the shares of each series so far as the same have been fixed and determined
and the authority of the Board to fix and determine the relative rights and
preferences of subsequent series; or (2) stated conspicuously on the face or
back of the certificate that (a) such a statement is set forth in the Charter on
file in the office of the Secretary of State of Massachusetts and (b) the
Corporation will furnish a copy of such statement to the record holder of the
certificate without charge upon request to the Corporation at its principal
place of business or registered office. Whenever the Corporation by the Charter
has limited or denied the preemptive rights of Stockholders to acquire unissued
or treasury shares of the Corporation, each certificate (1) shall conspicuously
set forth upon the face or back of such certificate a full statement of the
limitation or denial of preemptive rights contained in the Charter, or (2) shall
conspicuously state on the face or back of the certificate that (a) such
statement is set forth in the Charter on file in the office of the Secretary of
State of Massachusetts and (b) the Corporation will furnish a copy of such
statement to the record holder of the certificate without charge upon request to
the Corporation at its principal place of business or registered office. If any
restriction on the transfer or the registration of the transfer of shares shall
be imposed or agreed to by the Corporation, as permitted by law, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that


                                        6



such a restriction exists pursuant to a specified document and (a) that the
Corporation will furnish to the record holder of the certificate without charge
upon written request to the corporation at its principal place of business or
registered office a copy of the specified document, or (b) if such document is
one required or permitted to be and has been filed under the Massachusetts
Business Corporation Act, that such document is on file in the office of the
Secretary of State of Massachusetts and contains a full statement of such
restriction.

                                LOST CERTIFICATES

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

                               TRANSFER OF SHARES

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by State of Massachusetts law, it shall be the duty of the
Corporation or the transfer agent of the Corporation to register the transfer as
requested.

                             REGISTERED STOCKHOLDERS

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Stockholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.


                                        7



                                    RESERVES

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     CHECKS

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       EXECUTION OF CONTRACTS, DEEDS, ETC.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   FISCAL YEAR

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              VOTING OF SECURITIES

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 INDEMNIFICATION

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, arbitral, administrative, or investigative, any appeal in such action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding, because such person is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief


                                        8



that he has met the standard of conduct necessary for indemnification and (ii) a
written undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the stockholders with or before the notice or waiver of notice of the
next Stockholder's meeting or with or before the next submission to Stockholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Stockholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Stockholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1)  the Charter or statute reserves the power exclusively to the
               Stockholders in whole or part; or

          (2)  the Stockholders in amending, repealing or adopting a particular
               bylaw expressly provide that the Board may not amend or repeal
               such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Stockholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Stockholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                        9

EX-3.232

                                                                   Exhibit 3.232

              SCC619   GUIDE FOR ARTICLES OF INCORPORATION
(09/96)                                OF
                            EmCare of Virginia, Inc.

The undersigned, pursuant to Chapter 9 of Title 13.1 of the Code of Virginia,
state(s) as follows:

1. The name of the corporation is: EmCare of Virginia, Inc.

2. The number (and classes, if any) of shares the corporation is authorized to
issue is (are):

                           
Number of shares authorized   Class(es)
1,000                         Common



3. A. The corporation's initial registered office address which is the business
address of the initial registered agent is:

                             
526 King Street   Alexandria,      VA   22314
(number/street)   (city or town)        (ZIP code)



B. The registered office is physically located in the [x] City or [ ] County of
Alexandria

4. A. The name of the corporation's initial registered agent is James C.
Brincefield, Jr., Attorney at Law

B.   The initial registered agent is (mark appropriate box):

(1)  An individual who is a resident of Virginia and
     [ ]  an initial director of the corporation
     [x]  a member of the Virginia State Bar

OR

(2) [ ] a professional corporation or professional limited liability company of
attorneys registered under Section 54.1-3902, Code of Virginia

5. The NAMES and ADDRESSES of the initial directors are:

                            
Leonard M. Riggs, Jr., M.D.,   1717 Main Street, Suite 5200, Dallas, TX 75201
William F. Miller, III,        1717 Main Street, Suite 5200, Dallas, TX 75201



6. INCORPORATOR(S):

                                        William F. Miller, III


Signature(s)                            /s/ William F. Miller, III
                                        ----------------------------------------
                                        Printed name(s)

See instructions on the reverse.

EX-3.233

                                                                   Exhibit 3.233

                                     BYLAWS

                                       OF

                            EMCARE OF VIRGINIA, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of EMCARE OF VIRGINIA, INC. (the
"Corporation") shall be such registered agent and office as shall from time to
time be established pursuant to the articles of incorporation, as amended from
time to time, of the Corporation (the "Charter") or by resolution of the Board
of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Massachusetts as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.01. Meetings of Stockholders of the Corporation (the "Stockholders") for
any purpose may be held at such place, within or without the State of
Massachusetts, as shall be fixed from time to time by the Board, or, if the
Board has not so specified, then at such place as may be fixed by the person or
persons calling the meeting.

     2.02. An annual meeting of the Stockholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Stockholders, a complete
list of the Stockholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Stockholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Stockholder who may be present.

     2.04. Special meetings of the Stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote at the meetings. Business
transacted at all special meetings shall be confined to the objects stated in
the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Stockholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
Stockholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Stockholders, the



Stockholders entitled to vote thereat, present in person or represented by
proxy, shall nevertheless have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At an adjourned session at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders, unless otherwise provided by statute or the Charter. At any
meeting of the Stockholders, every Stockholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Stockholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Stockholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.

     2.10. Any action required by statute to be taken at a meeting of the
Stockholders, or any action which may be taken at a meeting of the Stockholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Stockholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Stockholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Stockholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Stockholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Stockholders at the
annual meeting or a Massachusetts special meeting called for that purpose, but
no decrease shall have the effect of shortening the term of an incumbent
director. Directors need not be Stockholders or residents of the State of
Massachusetts. The directors shall be elected at the annual meeting of the
Stockholders, except as hereinafter provided, and each director elected shall
hold office until his or her successor shall be elected and shall qualify.


                                       2



     3.03. At any meeting of Stockholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Stockholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Stockholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Stockholders.

     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Stockholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         EXECUTIVE AND OTHER COMMITTEES

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              MEETINGS OF DIRECTORS

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Massachusetts.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Stockholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically


                                       3



provided by statute or by the Charter or by these bylaws. If a quorum shall not
be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            COMPENSATION OF DIRECTORS

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Stockholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Stockholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Stockholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.


                                       4



     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              CHAIRMAN OF THE BOARD

     5.06. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             CHIEF EXECUTIVE OFFICER

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           VICE-CHAIRMAN OF THE BOARD

     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Stockholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  THE PRESIDENT

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Stockholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  THE TREASURER

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.


                                       5



     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  OTHER OFFICES

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Stockholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of State of Massachusetts. Each certificate shall be signed by either
the President or any Vice President then in office and by either the Secretary,
an Assistant Secretary, or any Treasurer then in office, and may be sealed with
the seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, other than the Corporation or an employee of the Corporation,
the signature of any such officer of the Corporation may be a facsimile.
Whenever the Corporation shall be authorized to issue more than one class of
stock, there shall be (1) set forth conspicuously upon the face or back of each
certificate a full statement of (a) all of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and (b) if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences
of the shares of each series so far as the same have been fixed and determined
and the authority of the Board to fix and determine the relative rights and
preferences of subsequent series; or (2) stated conspicuously on the face or
back of the certificate that (a) such a statement is set forth in the Charter on
file in the office of the Secretary of State of Massachusetts and (b) the
Corporation will furnish a copy of such statement to the record holder of the
certificate without charge upon request to the Corporation at its principal
place of business or registered office. Whenever the Corporation by the Charter
has limited or denied the preemptive rights of Stockholders to acquire unissued
or treasury shares of the Corporation, each certificate (1) shall conspicuously
set forth upon the face or back of such certificate a full statement of the
limitation or denial of preemptive rights contained in the Charter, or (2) shall
conspicuously state on the face or back of the certificate that (a) such
statement is set forth in the Charter on file in the office of the Secretary of
State of Massachusetts and (b) the Corporation will furnish a copy of such
statement to the record holder of the certificate without charge upon request to
the Corporation at its principal place of business or registered office. If any
restriction on the transfer or the registration of the transfer of shares shall
be imposed or agreed to by the Corporation, as permitted by law, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that


                                       6



such a restriction exists pursuant to a specified document and (a) that the
Corporation will furnish to the record holder of the certificate without charge
upon written request to the corporation at its principal place of business or
registered office a copy of the specified document, or (b) if such document is
one required or permitted to be and has been filed under the Massachusetts
Business Corporation Act, that such document is on file in the office of the
Secretary of State of Massachusetts and contains a full statement of such
restriction.

                                LOST CERTIFICATES

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

                               TRANSFER OF SHARES

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by State of Massachusetts law, it shall be the duty of the
Corporation or the transfer agent of the Corporation to register the transfer as
requested.

                             REGISTERED STOCKHOLDERS

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Stockholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.


                                       7



                                    RESERVES

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     CHECKS

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       EXECUTION OF CONTRACTS, DEEDS, ETC.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   FISCAL YEAR

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              VOTING OF SECURITIES

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 INDEMNIFICATION

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, arbitral, administrative, or investigative, any appeal in such action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding, because such person is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief


                                       8



that he has met the standard of conduct necessary for indemnification and (ii) a
written undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the stockholders with or before the notice or waiver of notice of the
next Stockholder's meeting or with or before the next submission to Stockholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Stockholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Stockholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1)  the Charter or statute reserves the power exclusively to the
               Stockholders in whole or part; or

          (2)  the Stockholders in amending, repealing or adopting a particular
               bylaw expressly provide that the Board may not amend or repeal
               such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Stockholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Stockholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                       9

EX-3.234

                                                                   Exhibit 3.234

STATE OF WASHINGTON                                           SECRETARY OF STATE

                            ARTICLES OF INCORPORATION
                                 RCW 23B.02.020

UBI #:
Phone #:
Pursuant to RCW 23B.02.020 of the Washington Business Corporation Act, the
undersigned does hereby submit these Articles of Incorporation.

1.    The name of the corporation is: EmCare of Washington, Inc.
      (Note: The corporate name shown above must contain the word "Corporation,"
      "Incorporated." "Company," or "Limited" or the abbreviation "Corp.,"
      "Inc.," "Co.," or "Ltd.")

2.    The number of shares the corporation is authorized to issue: 1,000
                  (A minimum of one (1) share must be listed.)

2a.   These shares shall be (check only one box)

      [x] all of one class, designated as common stock
      [ ] divided into classes or series within a class as provided in the
      attached schedule, with the information required by RCW 23B.06.010 and RCW
      23B.06.020.

3.    The name of the initial registered agent is: National Registered Agents,
      Inc.

3a.   The initial registered office of the corporation, which is identical to
      the business office of the registered agent in Washington, is:
      Number and Street 101 Capitol Way North
      City Olympia, WA Zip Code 98501-1077

3b.   (OPTIONAL) The post office box address, located in the same city as the
      physical office address, is:

PO Box # City ,WA Zip Code

4.    CONSENT TO APPOINTMENT AS REGISTERED AGENT

I, National Registered Agents, Inc., hereby consent to serve as Registered Agent
in the State of Washington for the above named corporation. I understand that as
agent for the corporation, it will be my responsibility to accept Service of
Process on behalf of the corporation; to forward license renewals and other mail
to the corporation; and to immediately notify the Office of the Secretary of
State in the event of my resignation or of any changes in the Registered Office
address.

X  SEE ATTACHED
   -------------
(Signature of Registered Agent) (Print Name and Title) (Date)



5.    ANY OTHER PROVISIONS THE CORPORATION ELECTS TO INCLUDE ARE ATTACHED.

6.    The name and address of each incorporator is:

         Name           Address                         City   State Zip Code
William F. Miller, III  1717 Main Street, Suite 5200,  Dallas,  TX    75201
- ----------------------  -----------------------------  ------- ----- --------
(Attach additional pages if necessary.)

7.    The Articles will be effective upon filing unless a date and/or time is
      specified: (Note: Extended effective date may be set at not more than 90
      days beyond the date the document is stamped "Filed" by the Secretary of
      State.)

8. The document is hereby executed under penalties of perjury, and is, to the
best of my knowledge true and correct.
Date: April 9,1998

/s/William F. Miller, III ,Incorporator    William F. Miller, III, Incorporator,
- ---------------------------------------
(Signature of Incorporator)                        (Type or Print Name)

005-001 (1/96)

                                        2



                                    EXHIBIT A

Mandatory Redemption of Shares of Deceased. in the event that a shareholder of
the corporation dies or becomes no longer qualified to own shares in the
corporation, the corporation shall redeem all of the shares of Common Stock
owned by said shareholder for a purchase price of $1.00 per share.

Preemptive Rights. No share shall bear any preemptive right of its shareholder
to acquire additional shares.

No Cumulative Voting Rights. The holders of shares of each and every class and
series in the corporation shall not be entitled to cumulative voting rights in
the election of directors of the corporation, in any and all circumstances.

                                        3



SECRETARY                                       Corporation Division
OF STATE                                        Office of the Secretary of State
                                                505 E Union, 2nd Floor
                                                PO Box 40234
                                                Olympia, WA 98504-0234
                                                (360) 753-7115

                      CONSENT TO SERVE AS REGISTERED AGENT

I, National Registered Agents., Inc. hereby consent to serve as Registered Agent
in the state of Washington. for the following:

      EmCare of Washington, Inc..
      --------------------------------------------------------------
      (enter the name of the corporation or limited partnership)

I understand that as agent it will be my responsibility to receive service of
process: to forward all mail; and to immediately notify the Office of the
Secretary of State in the event of my resignation, or of any changes in the
Registered Office address.

         4/9/98        /s/ X
         ------        --------------------
         (Date)        (Signature of Agent)

SSF 23 (R 3/88)

                                        4

EX-3.235

                                                                   Exhibit 3.235

                                     BYLAWS

                                       OF

                           EMCARE OF WASHINGTON, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of EMCARE OF WASHINGTON, INC. (the
"Corporation") shall be such registered agent and office as shall from time to
time be established pursuant to the articles of incorporation, as amended from
time to time, of the Corporation (the "Charter") or by resolution of the Board
of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Massachusetts as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.01. Meetings of Stockholders of the Corporation (the "Stockholders") for
any purpose may be held at such place, within or without the State of
Massachusetts, as shall be fixed from time to time by the Board, or, if the
Board has not so specified, then at such place as may be fixed by the person or
persons calling the meeting.

     2.02. An annual meeting of the Stockholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Stockholders, a complete
list of the Stockholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Stockholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Stockholder who may be present.

     2.04. Special meetings of the Stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote at the meetings. Business
transacted at all special meetings shall be confined to the objects stated in
the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Stockholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
Stockholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Stockholders, the



Stockholders entitled to vote thereat, present in person or represented by
proxy, shall nevertheless have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At an adjourned session at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders, unless otherwise provided by statute or the Charter. At any
meeting of the Stockholders, every Stockholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Stockholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Stockholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.

     2.10. Any action required by statute to be taken at a meeting of the
Stockholders, or any action which may be taken at a meeting of the Stockholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Stockholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Stockholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Stockholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Stockholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Stockholders at the
annual meeting or a Massachusetts special meeting called for that purpose, but
no decrease shall have the effect of shortening the term of an incumbent
director. Directors need not be Stockholders or residents of the State of
Massachusetts. The directors shall be elected at the annual meeting of the
Stockholders, except as hereinafter provided, and each director elected shall
hold office until his or her successor shall be elected and shall qualify.


                                       2



     3.03. At any meeting of Stockholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Stockholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Stockholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Stockholders.

     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Stockholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         EXECUTIVE AND OTHER COMMITTEES

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              MEETINGS OF DIRECTORS

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Massachusetts.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Stockholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically


                                       3



provided by statute or by the Charter or by these bylaws. If a quorum shall not
be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            COMPENSATION OF DIRECTORS

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Stockholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Stockholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Stockholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.


                                       4



     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              CHAIRMAN OF THE BOARD

     5.06. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             CHIEF EXECUTIVE OFFICER

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           VICE-CHAIRMAN OF THE BOARD

     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Stockholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  THE PRESIDENT

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Stockholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  THE TREASURER

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.


                                       5



     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  OTHER OFFICES

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Stockholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of State of Massachusetts. Each certificate shall be signed by either
the President or any Vice President then in office and by either the Secretary,
an Assistant Secretary, or any Treasurer then in office, and may be sealed with
the seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, other than the Corporation or an employee of the Corporation,
the signature of any such officer of the Corporation may be a facsimile.
Whenever the Corporation shall be authorized to issue more than one class of
stock, there shall be (1) set forth conspicuously upon the face or back of each
certificate a full statement of (a) all of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and (b) if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences
of the shares of each series so far as the same have been fixed and determined
and the authority of the Board to fix and determine the relative rights and
preferences of subsequent series; or (2) stated conspicuously on the face or
back of the certificate that (a) such a statement is set forth in the Charter on
file in the office of the Secretary of State of Massachusetts and (b) the
Corporation will furnish a copy of such statement to the record holder of the
certificate without charge upon request to the Corporation at its principal
place of business or registered office. Whenever the Corporation by the Charter
has limited or denied the preemptive rights of Stockholders to acquire unissued
or treasury shares of the Corporation, each certificate (1) shall conspicuously
set forth upon the face or back of such certificate a full statement of the
limitation or denial of preemptive rights contained in the Charter, or (2) shall
conspicuously state on the face or back of the certificate that (a) such
statement is set forth in the Charter on file in the office of the Secretary of
State of Massachusetts and (b) the Corporation will furnish a copy of such
statement to the record holder of the certificate without charge upon request to
the Corporation at its principal place of business or registered office. If any
restriction on the transfer or the registration of the transfer of shares shall
be imposed or agreed to by the Corporation, as permitted by law, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that


                                       6



such a restriction exists pursuant to a specified document and (a) that the
Corporation will furnish to the record holder of the certificate without charge
upon written request to the corporation at its principal place of business or
registered office a copy of the specified document, or (b) if such document is
one required or permitted to be and has been filed under the Massachusetts
Business Corporation Act, that such document is on file in the office of the
Secretary of State of Massachusetts and contains a full statement of such
restriction.

                                LOST CERTIFICATES

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

                               TRANSFER OF SHARES

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by State of Massachusetts law, it shall be the duty of the
Corporation or the transfer agent of the Corporation to register the transfer as
requested.

                             REGISTERED STOCKHOLDERS

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Stockholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.


                                       7



                                    RESERVES

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     CHECKS

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       EXECUTION OF CONTRACTS, DEEDS, ETC.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   FISCAL YEAR

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              VOTING OF SECURITIES

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 INDEMNIFICATION

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, arbitral, administrative, or investigative, any appeal in such action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding, because such person is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief


                                       8



that he has met the standard of conduct necessary for indemnification and (ii) a
written undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the stockholders with or before the notice or waiver of notice of the
next Stockholder's meeting or with or before the next submission to Stockholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Stockholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Stockholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1)  the Charter or statute reserves the power exclusively to the
               Stockholders in whole or part; or

          (2)  the Stockholders in amending, repealing or adopting a particular
               bylaw expressly provide that the Board may not amend or repeal
               such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Stockholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Stockholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                       9

EX-3.236

                                                                   Exhibit 3.236

                                  WEST VIRGINIA
                            ARTICLES OF INCORPORATION
                                PROFIT AMENDMENT

      Pursuant to the provisions of Section 31, Article 1, Chapter 31 of the
Code of West Virginia, the undersigned corporation adopts the following Articles
of Amendment to its Articles of Incorporation:

      FIRST: The name of the corporation is EMSTAT CORPORATION

      SECOND: The following Amendment(s) to the Articles of Incorporation was
adopted by the shareholders (Note 1) of the corporation May 1, 19 98 , in the
manner prescribed by Section 107 and 147, Article 1, Chapter 31.

      1.    The name of the Corporation is EmCare of West Virginia, Inc.

      THIRD: The number of shares of the corporation outstanding at the time of
such adoption was 750 : and the number of snares entitled to vote was 750 .

      FOURTH: The designation and number of outstanding shares of each class
entitled to vote, as a class, were as follows.

            CLASS                                       Number of Shares
            Common                                             750

      FIFTH: The number of shares voted for such amendment(s) was 750 ; and the
number of shares voted against such amendment(s) was 0 .

      SIXTH: The number of shares of each class entitled to vote as a class
voted for and against such amendment(s) was:



                                                   Number of Shares Voted
                                
CLASS                     For         Against
Common                     750           0



      SEVENTH: The manner in which any exchange, reclassification, or
cancellation of issued shares provided for in the amendment(s) shall be
effected, is as follows: N/A

      EIGHTH: The amount of the authorized capital stock of this corporation is
not changed.

Dated_____________, 1998.

                                                     EMSTAT CORPORATION
                                                     Corporate Name

                                               By: /s/ William F. Miller, III
                                                   -----------------------------
                                                   William F. Miller, III

                                                   Its _______________ President

                                               and /s/ Scott W. Roloff
                                                   -----------------------------
                                                   Scott W. Roloff

                                                 Its _________________ Secretary

STATE OF TEXAS

COUNTY OF DALLAS

      I, Anne B. Turner, a Notary Public, do hereby certify

that on this______________day of____________1998, personally appeared before me,
William F. Miller, III ,who, being by me first duly sworn, declared that he is
the President of EMSTAT CORPORATION that he signed the foregoing document as
President of the corporation, and that the statements therein contained are
true.

                                               /s/ A. B. Turner
                                               ---------------------------------
                                                 Notary Public

My commission expires:_________________________

(NOTARIAL SEAL)

                                        2



                             CONSENT TO USE OF NAME

      EmCare, Inc., a Delaware corporation qualified in the State of West
Virginia, does hereby consent to the use of name and amendment changing the name
of Emstat Corporation to EmCare of West Virginia, Inc. in the State of West
Virginia.

                                          EMCARE, INC.

                                          By: /s/ Scott W. Roloff
                                              ----------------------------------
                                          Scott W. Roloff, Senior Vice President

                                        3



                                  WEST VIRGINIA

                            ARTICLES OF INCORPORATION

                                       of

                               EMSTAT CORPORATION

The undersigned, acting as incorporator(s) of a corporation under Chapter 31,
Article 1, Section 27 of the West Virginia Code, adopt(s) the following Articles
of Incorporation for such corporation:

      1. The undersigned agree to become a West Virginia corporation by the name
         of EMSTAT CORPORATION
         ____________________________________________________________________
         (The name of the corporation shall contain one of the words
         "corporation," "company," "incorporated," "limited" or shall contain an
         abbreviation of one of such words. (Section 31-1.11, W. Va. Code)

      2.A.  The address at the physical location of the principal office of the
            corporation will be P.O. Box 1588, 715 Charleston National Plaza
            street, in the city, town or village of Charleston , county of
            Kanawha , State of West Virginia , Zip Code 25326 .

            The mailing address of the above location, if different, will be
            .___________________________________________________________________

      B.    The address at the physical location of the principal place of
            business in West Virginia of the corporation, if different than the
            above address, will be_________________street, in the city, town or
            village of______________ ,____________________ County, West
            Virginia, Zip Code .

            The mailing address of the above location, if different, will
            be____________________________________________________________ .

3.    This corporation is organized as:

      A.   Non-stock, non-profit__________ .

      or

      B.   Stock, for profit xx , and the aggregate value of the authorized
           capital stock of said profit corporation will be 0 dollars, which
           shall be divided into       750       shares of the par value of
                                 ---------------
                                 (no. of shares)
                         without par value               dollars each. (If the
           ---------------------------------------------
           (for sale "without par value," if applicable)

           shares are to be divided into more than one class or if the
           corporation is to issue shares in any preferred or special class in
           series, additional statements are required within the articles of
           incorporation.) (As provided by law, for the purpose of assessment of
           the license tax, and for no other purpose, shares of stock having no
           par value shall be presumed to be of the par value of $25 each; but,
           if such stock was originally issued for a consideration greater than
           $25 per share, the annual license taxes as are required to be paid to
           the Tax Commissioner shall be computed upon the basis of the
           consideration for which such stock was issued. W. Va. Code Section
           11-12-78)

4.    The period of duration of the corporation, which may be perpetual, is
      perpetual .

                                        4



PLEASE DOUBLE SPACE; IF MORE SPACE IS NEEDED, USE ADDITIONAL SPACE ON PAGE 4 AND
ADD PAGES:

5.    The purpose(s) for which this corporation is formed (which may be stated
      to be, or to include, the transaction of any or all lawful, business for
      which corporations may be incorporated in West Virginia), is(are) as
      follows:

      To provide medical care in the emergency units of various hospitals.

6.    The provisions for the regulation of the internal affairs of the
      corporation, which the incorporators elect to set forth in the articles of
      incorporation, are as follows:

                                       N/A

7.    The provisions granting, limiting or denying preemptive rights to
      shareholders, if any, are as follows:

                                       N/A

8.    The full name(s) and address(es) of the incorporator(s), including street
      and street numbers, if any, and the city, town or village, including the
      zip code, and the number of shares subscribed for by each is(are) as
      follows:

                                                                Number of Shares
NAME                             ADDRESS                           (Optional)
Jane S. Krayer         1013 Centre Road, Wilmington, DE  19805

9.    The number of directors constituting the initial board of directors of the
      corporation is One (1) and the names and addresses of the persons who are
      to serve as directors until the first annual meeting of
      shareholders/members, or until their successors are elected and shall
      qualify, are as follows:

   NAME                                     ADDRESS
Robert Devrnja               4402 Fairway Drive, Steubenville, OH  43952
________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

                                        5



10.   The name and address of the appointed person to whom notice or process may
      be sent is

      Corporation Service Company, P.O. Box 1588, 715 Charleston National Plaza,
      Charleston, WV 25326

                                 ACKNOWLEDGEMENT

I (We), the undersigned, for the purpose of forming a corporation under the laws
of the State of West Virginia, do make and file this "Articles of
Incorporation."

      In witness whereof, I(we) have accordingly hereunto set my(our) respective
      hands this first day of April ,1992.

      (All incorporators must sign below. Names and signatures must appear the
      same throughout the Articles of Incorporation.) PHOTOCOPIES OF THE
      SIGNATURES OF THE INCORPORATORS AND THE NOTARY PUBLIC CANNOT BE ACCEPTED.

      /s/ Jane Krayer
      -------------------------------
      Jane S. Krayer -- Incorporator

      _______________________________     _________________________

      STATE OF Delaware

      COUNTY OF New Castle

      I,___________________ , a Notary Public, in and for the county and stale
      aforesaid, hereby certify that (names of all incorporators as shown in
      item 8 must be inserted in this space by official taking acknowledgement)

      _______________________________

      _______________________________     _________________________

      whose name(s) is(are) signed to the foregoing Articles of Incorporation,
      this day personally appeared before me in my said county and acknowledged
      his(her)(their) signature(s)

                                               My commission expires August 1992

                 SEAL                          /s/  X
                                               ---------------------------------
                                                         (Notary Public)

      ARTICLES OF INCORPORATION PREPARED BY Dawn E. Szafranski.

      whose mailing address is 1013 Centre Road, Wilmington, DE 19805

                                        6

EX-3.237

                                                                   Exhibit 3.237

                                     BYLAWS

                                       OF

                          EMCARE OF WEST VIRGINIA, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of EMCARE OF WEST VIRGINIA, INC. (the
"Corporation") shall be such registered agent and office as shall from time to
time be established pursuant to the articles of incorporation, as amended from
time to time, of the Corporation (the "Charter") or by resolution of the Board
of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Massachusetts as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.01. Meetings of Stockholders of the Corporation (the "Stockholders") for
any purpose may be held at such place, within or without the State of
Massachusetts, as shall be fixed from time to time by the Board, or, if the
Board has not so specified, then at such place as may be fixed by the person or
persons calling the meeting.

     2.02. An annual meeting of the Stockholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Stockholders, a complete
list of the Stockholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Stockholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Stockholder who may be present.

     2.04. Special meetings of the Stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote at the meetings. Business
transacted at all special meetings shall be confined to the objects stated in
the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Stockholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
Stockholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Stockholders, the



Stockholders entitled to vote thereat, present in person or represented by
proxy, shall nevertheless have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At an adjourned session at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders, unless otherwise provided by statute or the Charter. At any
meeting of the Stockholders, every Stockholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Stockholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Stockholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.

     2.10. Any action required by statute to be taken at a meeting of the
Stockholders, or any action which may be taken at a meeting of the Stockholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Stockholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Stockholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Stockholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Stockholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Stockholders at the
annual meeting or a Massachusetts special meeting called for that purpose, but
no decrease shall have the effect of shortening the term of an incumbent
director. Directors need not be Stockholders or residents of the State of
Massachusetts. The directors shall be elected at the annual meeting of the
Stockholders, except as hereinafter provided, and each director elected shall
hold office until his or her successor shall be elected and shall qualify.


                                       2



     3.03. At any meeting of Stockholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Stockholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Stockholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Stockholders.

     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Stockholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         EXECUTIVE AND OTHER COMMITTEES

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              MEETINGS OF DIRECTORS

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Massachusetts.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Stockholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically


                                       3



provided by statute or by the Charter or by these bylaws. If a quorum shall not
be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            COMPENSATION OF DIRECTORS

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Stockholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Stockholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Stockholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.


                                       4



     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              CHAIRMAN OF THE BOARD

     5.06. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             CHIEF EXECUTIVE OFFICER

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           VICE-CHAIRMAN OF THE BOARD

     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Stockholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  THE PRESIDENT

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Stockholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  THE TREASURER

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.


                                       5



     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  OTHER OFFICES

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Stockholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of State of Massachusetts. Each certificate shall be signed by either
the President or any Vice President then in office and by either the Secretary,
an Assistant Secretary, or any Treasurer then in office, and may be sealed with
the seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, other than the Corporation or an employee of the Corporation,
the signature of any such officer of the Corporation may be a facsimile.
Whenever the Corporation shall be authorized to issue more than one class of
stock, there shall be (1) set forth conspicuously upon the face or back of each
certificate a full statement of (a) all of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and (b) if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences
of the shares of each series so far as the same have been fixed and determined
and the authority of the Board to fix and determine the relative rights and
preferences of subsequent series; or (2) stated conspicuously on the face or
back of the certificate that (a) such a statement is set forth in the Charter on
file in the office of the Secretary of State of Massachusetts and (b) the
Corporation will furnish a copy of such statement to the record holder of the
certificate without charge upon request to the Corporation at its principal
place of business or registered office. Whenever the Corporation by the Charter
has limited or denied the preemptive rights of Stockholders to acquire unissued
or treasury shares of the Corporation, each certificate (1) shall conspicuously
set forth upon the face or back of such certificate a full statement of the
limitation or denial of preemptive rights contained in the Charter, or (2) shall
conspicuously state on the face or back of the certificate that (a) such
statement is set forth in the Charter on file in the office of the Secretary of
State of Massachusetts and (b) the Corporation will furnish a copy of such
statement to the record holder of the certificate without charge upon request to
the Corporation at its principal place of business or registered office. If any
restriction on the transfer or the registration of the transfer of shares shall
be imposed or agreed to by the Corporation, as permitted by law, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that


                                       6



such a restriction exists pursuant to a specified document and (a) that the
Corporation will furnish to the record holder of the certificate without charge
upon written request to the corporation at its principal place of business or
registered office a copy of the specified document, or (b) if such document is
one required or permitted to be and has been filed under the Massachusetts
Business Corporation Act, that such document is on file in the office of the
Secretary of State of Massachusetts and contains a full statement of such
restriction.

                                LOST CERTIFICATES

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

                               TRANSFER OF SHARES

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by State of Massachusetts law, it shall be the duty of the
Corporation or the transfer agent of the Corporation to register the transfer as
requested.

                             REGISTERED STOCKHOLDERS

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Stockholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.


                                       7



                                    RESERVES

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     CHECKS

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       EXECUTION OF CONTRACTS, DEEDS, ETC.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   FISCAL YEAR

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              VOTING OF SECURITIES

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 INDEMNIFICATION

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, arbitral, administrative, or investigative, any appeal in such action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding, because such person is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief


                                       8



that he has met the standard of conduct necessary for indemnification and (ii) a
written undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the stockholders with or before the notice or waiver of notice of the
next Stockholder's meeting or with or before the next submission to Stockholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Stockholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Stockholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1)  the Charter or statute reserves the power exclusively to the
               Stockholders in whole or part; or

          (2)  the Stockholders in amending, repealing or adopting a particular
               bylaw expressly provide that the Board may not amend or repeal
               such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Stockholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Stockholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                       9

EX-3.238

                                                                   Exhibit 3.238

ARTICLES OF INCORPORATION
Stock (for profit)

Executed by the undersigned for the purpose of forming a Wisconsin for-profit
corporation under Chapter 180 of the Wisconsin Statutes repealed and recreated
by 1989 Wis. Act 303:

Article I.
Name of Corporation: EmCare of Wisconsin, Inc.

Article 2. (See FEE information on reverse) The corporation shall be authorized
to issue 1,000 shares.

Article 3.
The street address of the initial registered office is: 901 South Whitney Way
                                                               Madison, WI 53711
(The complete address, including street and number, if assigned, and ZIP code.
P.O. Box address may be included as part of the address but is insufficient
alone.)

Article 4.
The name of the initial registered agent
at the above registered office is: National Registered Agents, Inc.

Article 5. Other provisions (OPTIONAL):
See attached rider.

Article 6. Executed on April 9, 1998.
(date)

Name and complete address of each incorporator:
1) William F. Miller, III 2)
1717 Main Street
Suite 5200
Dallas, TX 75201

                                            /s/ William F. Miller, III
- ---------------------------------------     ------------------------------------
(Incorporator Signature)                    (Incorporator Signature)
                                             William F. Miller, III

This document was drafted by Gibson, Dunn & Crutcher L.L.P.
DOCUMENT DRAFTED OUTSIDE OF WISCONSIN (name of individual required by law)

FILING FEE - $90.00 OR MORE
SEE REVERSE for Instructions, Suggestions, Filing Fees and Procedures



Printed on Recycled Paper

                                        2



EXHIBIT A

Mandatory Redemption of Shares of Deceased. in the event that a shareholder of
the corporation dies or becomes no longer qualified to own shares in the
corporation, the corporation shall redeem all of the shares of Common Stock
owned by said shareholder for a purchase price of $1.00 per share.

Preemptive Rights. No share shall bear any preemptive right of its shareholder
to acquire additional shares.

No Cumulative Voting Rights. The holders of shares of each and every class and
series in the corporation shall not be entitled to cumulative voting rights in
the election of directors of the corporation, in any and all circumstances.

                                        3

EX-3.239

                                                                   Exhibit 3.239

                                     BYLAWS

                                       OF

                            EMCARE OF WISCONSIN, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of EMCARE OF WISCONSIN, INC. (the
"Corporation") shall be such registered agent and office as shall from time to
time be established pursuant to the articles of incorporation, as amended from
time to time, of the Corporation (the "Charter") or by resolution of the Board
of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Massachusetts as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.01. Meetings of Stockholders of the Corporation (the "Stockholders") for
any purpose may be held at such place, within or without the State of
Massachusetts, as shall be fixed from time to time by the Board, or, if the
Board has not so specified, then at such place as may be fixed by the person or
persons calling the meeting.

     2.02. An annual meeting of the Stockholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Stockholders, a complete
list of the Stockholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Stockholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Stockholder who may be present.

     2.04. Special meetings of the Stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote at the meetings. Business
transacted at all special meetings shall be confined to the objects stated in
the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Stockholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
Stockholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Stockholders, the



Stockholders entitled to vote thereat, present in person or represented by
proxy, shall nevertheless have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At an adjourned session at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders, unless otherwise provided by statute or the Charter. At any
meeting of the Stockholders, every Stockholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Stockholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Stockholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.

     2.10. Any action required by statute to be taken at a meeting of the
Stockholders, or any action which may be taken at a meeting of the Stockholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Stockholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Stockholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Stockholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Stockholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Stockholders at the
annual meeting or a Massachusetts special meeting called for that purpose, but
no decrease shall have the effect of shortening the term of an incumbent
director. Directors need not be Stockholders or residents of the State of
Massachusetts. The directors shall be elected at the annual meeting of the
Stockholders, except as hereinafter provided, and each director elected shall
hold office until his or her successor shall be elected and shall qualify.


                                        2



     3.03. At any meeting of Stockholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Stockholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Stockholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Stockholders.

     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Stockholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         EXECUTIVE AND OTHER COMMITTEES

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              MEETINGS OF DIRECTORS

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Massachusetts.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Stockholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically


                                        3



provided by statute or by the Charter or by these bylaws. If a quorum shall not
be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            COMPENSATION OF DIRECTORS

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Stockholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Stockholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Stockholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.


                                       4



     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              CHAIRMAN OF THE BOARD

     5.06. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             CHIEF EXECUTIVE OFFICER

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           VICE-CHAIRMAN OF THE BOARD

     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Stockholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  THE PRESIDENT

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Stockholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  THE TREASURER

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.


                                        5



     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  OTHER OFFICES

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Stockholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of State of Massachusetts. Each certificate shall be signed by either
the President or any Vice President then in office and by either the Secretary,
an Assistant Secretary, or any Treasurer then in office, and may be sealed with
the seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, other than the Corporation or an employee of the Corporation,
the signature of any such officer of the Corporation may be a facsimile.
Whenever the Corporation shall be authorized to issue more than one class of
stock, there shall be (1) set forth conspicuously upon the face or back of each
certificate a full statement of (a) all of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and (b) if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences
of the shares of each series so far as the same have been fixed and determined
and the authority of the Board to fix and determine the relative rights and
preferences of subsequent series; or (2) stated conspicuously on the face or
back of the certificate that (a) such a statement is set forth in the Charter on
file in the office of the Secretary of State of Massachusetts and (b) the
Corporation will furnish a copy of such statement to the record holder of the
certificate without charge upon request to the Corporation at its principal
place of business or registered office. Whenever the Corporation by the Charter
has limited or denied the preemptive rights of Stockholders to acquire unissued
or treasury shares of the Corporation, each certificate (1) shall conspicuously
set forth upon the face or back of such certificate a full statement of the
limitation or denial of preemptive rights contained in the Charter, or (2) shall
conspicuously state on the face or back of the certificate that (a) such
statement is set forth in the Charter on file in the office of the Secretary of
State of Massachusetts and (b) the Corporation will furnish a copy of such
statement to the record holder of the certificate without charge upon request to
the Corporation at its principal place of business or registered office. If any
restriction on the transfer or the registration of the transfer of shares shall
be imposed or agreed to by the Corporation, as permitted by law, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that


                                        6



such a restriction exists pursuant to a specified document and (a) that the
Corporation will furnish to the record holder of the certificate without charge
upon written request to the corporation at its principal place of business or
registered office a copy of the specified document, or (b) if such document is
one required or permitted to be and has been filed under the Massachusetts
Business Corporation Act, that such document is on file in the office of the
Secretary of State of Massachusetts and contains a full statement of such
restriction.

                                LOST CERTIFICATES

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

                               TRANSFER OF SHARES

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by State of Massachusetts law, it shall be the duty of the
Corporation or the transfer agent of the Corporation to register the transfer as
requested.

                             REGISTERED STOCKHOLDERS

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Stockholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.


                                        7



                                    RESERVES

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     CHECKS

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       EXECUTION OF CONTRACTS, DEEDS, ETC.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   FISCAL YEAR

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              VOTING OF SECURITIES

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 INDEMNIFICATION

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, arbitral, administrative, or investigative, any appeal in such action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding, because such person is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief


                                        8



that he has met the standard of conduct necessary for indemnification and (ii) a
written undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the stockholders with or before the notice or waiver of notice of the
next Stockholder's meeting or with or before the next submission to Stockholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Stockholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Stockholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1)  the Charter or statute reserves the power exclusively to the
               Stockholders in whole or part; or

          (2)  the Stockholders in amending, repealing or adopting a particular
               bylaw expressly provide that the Board may not amend or repeal
               such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Stockholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Stockholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                        9

EX-3.240

                                                                   Exhibit 3.240

State of Missouri
Matt Blunt, Secretary of State

Corporations Division           James C. Kirkpatrick State Information Center
P.O. Box 778, Jefferson City,   600 W. Main Street, Rm 322, Jefferson City,
MO 65102                        MO 65101

Statement of Change of Registered Agent and/or
Registered Office

By a Foreign or Domestic For Profit or Nonprofit Corporation

Instructions

1. This form is to be used by either a for profit or nonprofit corporation to
change either or both the name of its registered agent and/or the address of its
existing registered agent.

2. There is a $10.00 fee for filing this statement. It must be filed in
DUPLICATE.

3. P.O. Box may only be used in conjunction with a physical street address.

4. Agent and address must be in the State of Missouri.

5. The corporation may not act as its own agent.

Charter No. 00150975

(1) The name of the corporation is: EMCARE PHYSICIAN PROVIDERS, INC.

(2) The address, including street and number; of its present registered office
(before change) is: 300-B East High Street, (Address) Jefferson City, MO 65101
(City/State/Zip)

(3) The address, including street and number, of its registered office is hereby
changed to:

221 Bolivar Street, (Address) Jefferson City, MO 65101 (P.O. Box may only be
used in conjunction with a physical street address) (City/State/Zip)

(4) The name of its present registered agent (before change) is: National
Registered Agents Inc.

(5) The name of the new registered agent is: CSC - LAWYERS INCORPORATING SERVICE
COMPANY



Authorized signature of new registered agent must appear below:


/s/ Cynthia L. Harris
- -------------------------------------
(May attach separate originally
executed written consent to this
form in lieu of this signature)

(6) The address of its registered office and the address of the office of its
registered agent, as changed, will be identical.

(7) The change was authorized by resolution duly adopted by the board of
directors.

In affirmation of the facts stated above,


/s/ Laura R. Dunlap                                              Laura R. Dunlap
- -------------------------------------                             (Printed Name)
Authorized signature o officer,
if applicable, chairman of the board)

Attorney in Fact on behalf of
Robyn E. Bakalar, Assistant Secretary
(Title)

8/16/02
(month/day/year)


                                       2



STATE OF TEXAS)

COUNTY OF DALLAS)

POWER OF ATTORNEY

NOTICE IS HEREBY GIVEN THAT Robyn E. Bakalar of Emcare, Inc. ("the Company"), a
corporation established under the laws of Delaware, and of the subsidiary
entities shown on the list appended hereto, does hereby appoint Laura R. Dunlap
and Patricia Pizzuto attorneys-in-fact for the Company and for the subsidiary
entities, to act for the Company and for the subsidiary entities and in the name
of the Company and of the subsidiary entities for the limited purposes
authorized herein.

The Company and the subsidiary entities having taken all necessary steps to
authorize the changes and the establishment of this Power of Attorney, hereby
grants its attorneys-in-fact the power to execute the documents necessary to
change the Company's and the subsidiary entities' registered agent and
registered office, or the agent and office of similar import, in any
jurisdiction.

In the execution of any documents necessary for the purposes set forth herein,
Laura R. Dunlap shall exercise the power of Vice President and Patricia Pizzuto
shall exercise the power of Secretary, or, in the case of entities having
managers or other positions of authority rather than officers such as Vice
President or Secretary, the named individuals shall act in such office and with
such authority as is required to effect the changes herein contemplated.

This Power of Attorney expires upon the completion and filing of the documents
necessary to effect the changes in registered agent and registered office
addresses contemplated herein, or when revoked by Robyn Bakalar, which ever
shall occur first.

IN WITNESS WHEREOF the undersigned has executed this Power of Attorney on this 8
day of August, 2002.

EmCare, Inc.
Company


By: /s/ Robyn E. Bakalar
    ---------------------------------
    Robyn E. Bakalar
    Assistant Secretary

Subscribed and sworn to before me this 8 day of August, 2002


/s/ Bebbian Seiler
- -------------------------------------
Notary Public


                                       3



State of Missouri
Matt Blunt, Secretary of State

Corporations Division           James C. Kirkpatrick State Information Center
P.O. Box 778, Jefferson City,   600 W. Main Street, Rm 322, Jefferson City,
MO 65102                        MO 65101

Amendment of Articles of Incorporation
(To be submitted in duplicate)

Pursuant to the provisions of the General and Business Corporation Law of
Missouri, the undersigned Corporation certifies the following:

1. The present name of the Corporation is SEC/EmCare Emergency Care, Inc.

The name under which it was originally organized was Physicians Placement Group,
Inc.

2. An amendment to the Corporation's Articles of Incorporation was adopted by
the shareholders on March 15, 2002 (month/day/year)

3. Article Number 1 is amended to read as follows:

The Name of the corporation is EmCare Physician Providers, Inc.

(If more than one article is to be amended or more space is needed attach
additional pages)


                                        4



4. Of the 1002 shares outstanding, 1002 of such shares were entitled to vote on
such amendment.

The number of outstanding shares of any class entitled to vote thereon as a
class were as follows:



Class    Number of Outstanding Shares
- ------   ----------------------------
      
common               1002


5. The number of shares voted for and against the amendment was as follows:



Class    No. Voted For   No. Voted Against
- ------   -------------   -----------------
                   
common        1002               0


6. If the amendment changed the number or par value of authorized shares having
a par value, the amount in dollars of authorized shares having a par value as
changed is:

     n/a

If the amendment changed the number of authorized shares without par value, the
authorized number of shares without par value as changed and the consideration
proposed to be received for such increased authorized shares without par value
as are to be presently issued are:

     n/a

7. If the amendment provides for an exchange, reclassification, or cancellation
of issued shares, or a reduction of the number of authorized shares of any class
below the number of issued shares of that class, the following is a statement of
the manner in which such reduction shall be effected:

     n/a


                                        5



IN WITNESS WHEREOF, the undersigned, Todd Zimmerman (Vice President) has
executed this instrument and its Robyn Bakalar (Assistant Secretary) has affixed
its corporate seal hereto and attested said seal on March 27, 2002.

Place
CORPORATE SEAL
Here
(If no seal, state "None.")

SEC/Emcare Emergency Care, Inc.
Name of Corporation

ATTEST:


/s/ Robyn Bakalar                       By /s/ Todd Zimmerman
- -------------------------------------      -------------------------------------
Secretary or Assistant Secretary           President or Vice President

State of Texas
                   ss
County of Dallas

I, Bebbian Seiler, a Notary Public, do hereby certify that on March 27, 2002,
personally appeared before me Todd Zimmerman and Robyn Bakalar who, being by me,
first duly sworn, declared that they are the Vice President and Assistant
Secretary of SEC/Emcare Emergency Care, Inc. that they signed the foregoing
documents as Vice President and Assistant Secretary of the corporation, and that
the statements therein contained are true.


(Notarial Seal or Stamp)                /s/ Bebbian Seiler
                                        ----------------------------------------
                                        Notary Public

My commission expires ______

My County of Commission ______


                                       6



                                State of Missouri

Rebecca McDowell Cook, Secretary of State
P.O. Box 778, Jefferson City, MO 65102
Corporation Division

Statement of Change of Registered Agent and/or
Registered Office
By a Foreign or Domestic For Profit or Nonprofit Corporation

Instructions

1. This form is to be used by either a for profit or nonprofit corporation to
change either or both the name of its registered agent and/or the address of its
existing registered agent.

2. There is a $10.00 fee for filing this statement. It must be filed in
DUPLICATE.

3. P.O. Box may only be used in conjunction with a physical street address.

4. Agent and address must be in the State of Missouri.

5. The corporation may not act as its own agent.

Charter No. 150975

(1) The name of the corporation is: SEC/EMCARE EMERGENCY CARE, INC.

(2) The address, including street and number, of its present registered office
(before change) is: 101 South Hanley, (Address) Clayton, MO 63105
(City/State/Zip)

(3) The address, including street and number, of its registered office is hereby
changed to:

300-B East High Street, (Address) (.P.O. Box may only be used in conjunction
with a physical street address) Jefferson City, MO 65101 (City/State/Zip)

(4) The name of its present registered agent (before change) is: Michael N.
Newmark

(5) The name of the new registered agent is: National Registered Agents, Inc .

Authorized signature of new registered agent must appear below:
National Registered Agents, Inc.
C. Baclet, Vice President (May attach separate originally executed written
consent to this form in lieu of this signature)

(6) The address of its registered office and the address of the office of its
registered agent, as changed, will be identical.

In affirmation of the facts stated above,


                                       7




/s/ William C. Straub                                          William C. Straub
- -------------------------------------                            (Printed Name)
(Authorized signature of officer or,
if applicable, chairman of the board)

CFO & Sr. VP                                                       June 30, 1999


                                       8



State of Missouri

Rebecca McDowell Cook, Secretary of State

Corporation Division

Amendment of Articles of Incorporation
(To be submitted in duplicate)

Pursuant to the provisions of The General and Business Corporation Law of
Missouri, the undersigned Corporation certifies the following:

1. The present name of the Corporation is Spectrum Emergency Care, Inc.

The name under which it was originally organized was Physicians Placement Group,
Inc.

2. An amendment to the Corporation's Articles of Incorporation was adopted by
the shareholders on November 10, 1998.

3. Article Number 1 is amended to read as follows:

The name of the Corporation is: SEC/EmCare Emergency Care, Inc.

(If more than one article is to be amended or more space is needed attach fly
sheet.)


                                       9



4. Of the 1,002 shares outstanding, 1,002 of such shares were entitled to vote
on such amendment. The number of outstanding shares of any class entitled to
vote thereon as a class were as follows:



Class    Number of Outstanding Shares
- ------   ----------------------------
      
Common               1,002


5. The number of shares voted for and against the amendment was as follows:



Class    No. Voted For   No. Voted Against
- ------   -------------   -----------------
                   
Common       1,002              -0-


6. If the amendment changed the number or par value of authorized shares having
a par value, the amount in dollars of authorised shares having a par value as
changed is: N/A

If the amendment changed the number of authorized shares without par value, the
authorized number of shares without par value as changed and the consideration
proposed to be received for such increased authorized shares without par value
as are to be presently issued are: N/A

7. If the amendment provides for an exchange, reclassification, or cancellation
of issued shares, or a reduction of the number of authorized shares of any class
below the number of issued shares of that class, the following is a statement of
the manner in which such reduction shall be effected: N/A


                                       10



IN WITNESS WHEREOF, the undersigned, William F. Miller, III has executed this
instrument and its Scott W. Roloff (Secretary or Assistant Secretary) has
affixed its corporate seal hereto and attested said seal on the 23 day of
November, 1998

Place
CORPORATE SEAL
Here
(If no seal, state "None.")

Spectrum Emergency Care, Inc.
Name of Corporation

ATTEST:


/s/ Scott Roloff                        By /s/ William F. Miler, III
- -------------------------------------      -------------------------------------
Secretary or Assistant Secretary           President or Vice President

State of Texas
                   ss.
County of Dallas

I, Paulette Lockwood, a Notary Public, do hereby certify that on this23 day of
November, 1998, personally appeared before me William F. Miller who, being by me
first duly sworn, declared that he is the President of Spectrum Emergency Care,
Inc.. that he signed the foregoing documents as President of the corporation,
and that the statements therein contained are true.


(Notarial Seal)                         /s/ Paulette Lockwood
                                        ----------------------------------------
                                        Notary Public

My commission expires


                                       11



                                STATE OF MISSOURI
                        ROY D. BLUNT, Secretary of State

                              CORPORATION DIVISION

                     Statement of Change of Business Office

                              of a Registered Agent

                      of a Foreign or Domestic Corporation

                                  INSTRUCTIONS

     There is a $5.00 fee for filing this statement. It must be filed in
DUPLICATE for the corporation listed in the statement. All copies must be signed
and notarized. The registered agent should sign in his individual name, unless
the registered agent is a corporation, in which case the statement shall be
executed by its president or vice president and verified by him, sealed with the
corporate seal and attested by its secretary or an assistant secretary.

     Make check payable to "Director of Revenue."

     This form is for use by a registered agent ONLY.

To: SECRETARY OF STATE
    P.O. Box 778
    Jefferson City, Missouri 65102                          Charter No. 00150975

     The undersigned registered agent, for the purpose of changing its business
office in Missouri as provided by the provisions of "The General and Business
Corporation Act in Missouri," represents that:

1.   The name of the corporation (in Missouri) is SPECTRUM EMERGENCY CARE, INC.

2.   The name of this registered agent is C T CORPORATION SYSTEM

3.   The address, including street number, if any, of the PRESENT business
     office of the registered agent is 314 North Broadway, St. Louis, Missouri
     63102

4.   The address, including street number, if any, of the business office of the
     registered agent is hereby CHANGED TO 906 Olive Street, St. Louis, Missouri
     63101

5.   Notice in writing of the change has been mailed by the registered agent to
     the corporation named above.

6.   The address of the registered office of the corporation named above and the
     business office of the registered agent, as changed, is identical.


                                       12



                                STATE OF MISSOURI
                        ROY D. BLUNT, Secretary of State

                              CORPORATION DIVISION

                   Statement of Change of Registered Agent or

              Registered Office by Foreign or Domestic Corporations

                                  INSTRUCTIONS

     There is a $5.00 fee for filing this statement. It must filed in DUPLICATE.

     The statement should be sealed with the corporate seal. If it does not have
a seal, write "no seal" where the seal would otherwise appear.

     The registered office may be, but need not be, the same as the place of
business of the corporation but the registered office and the business address
of the agent must be the same. The corporation cannot act as its own registered
agent.

Any subsequent change in the registered office or agent must be immediately
reported to the Secretary of State:

To: SECRETARY OF STATE
    P.O. Box 778
    Jefferson City, Missouri 65102                            Charter No. 150975

     The undersigned corporation, organized existing under the laws of the State
of Missouri for the purpose of changing its registered agent or its registered
office, or both, in Missouri as provided by the provisions of "The General and
Business Corporation Act of Missouri," represents that:

1.   The name of the corporation is Spectrum Emergency Care, Inc.

2.   The name of its PRESENT registered agent (before change) is C.T.
     Corporation System

3.   The name of the new registered agent is Mr. Michael N. Newmark, c/o Gallop,
     Johnson, Neuman

4.   The address, including street number, if any, of its PRESENT registered
     office (before change) is 906 Olive Street, St. Louis, Missouri 63101

5.   Its registered office (including street number, if any change is to be
     made) is hereby CHANGED TO 101 South Hanley, Clayton, Missouri 63105

6.   The address of its registered office and the address of the business office
     of its registered agent, as changed will be identical.

Corp. 58 (1-86)   (Over)


                                       13



7.   Such change was authorized by resolution duly adopted by the board of
     directors.

     IN WITNESS WHEREOF, the undersigned corporation has caused this report to
be executed in its name by its PRESIDENT, attested by its SECRETARY this 24th
day of May, 1988

                                        Spectrum Emergency Care, Inc.
                                        Name of Corporation


          (Corporate Seal)              By /s/ Julian Carr
                                           -------------------------------------
                                           President

      If no seal, state "none".


Attest:


/s/ X
- -------------------------------------
Secretary

State of Missouri     )
                      ) ss
County of St. Louis   )

     I, Barbara Dallmeyer, a Notary Public, do hereby certify that on the 24th
day of May, 1988, personally appeared before me Julian Carr, who declares he is
President of the corporation, executing the foregoing document, and being first
duly sworn, acknowledged that he signed the foregoing document in the capacity
therein set forth and declared that the statements therein contained are true.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.


(Notarial Seal)                         /s/ Barbara Dalleyer
                                        ----------------------------------------
                                        Notary Public

                                        My commission expires


                                       14



                                STATE OF MISSOURI
                        ROY D. BLUNT, Secretary of State

                              CORPORATION DIVISION

                     Statement of Change of Business Office

                              of a Registered Agent
                      of a Foreign or Domestic Corporation

                                  INSTRUCTIONS

     There is a $5.00fee for filing this statement. It must filed in DUPLICATE
for the corporation listed in the statement. All copies must be signed and
notarized. The registered agent should sign in his individual name, unless the
registered agent is a corporation, in which case the statement shall be executed
by its president or vice president and verified by him, sealed with the
corporate seal and attested by its secretary or an assistant secretary.

     Make check payable to "Director of Revenue."

     This form is for use by a registered agent ONLY.

To: SECRETARY OF STATE
    P.O. Box 778
    Jefferson City, Missouri 65102                          Charter No. 00150975

     The undersigned registered agent, for the purpose of changing its business
office in Missouri as provided by the provisions of "The General and Business
Corporation Act in Missouri, represents that:

1.   The name of the corporation (in Missouri) is SPECTRUM EMERGENCY CARE, INC.

2.   The name of this registered agent is C T CORPORATION SYSTEM

3.   The address, including street number, if any, of the PRESENT business
     office of the registered agent is 314 North Broadway, St. Louis, Missouri
     63102

4.   The address, including street number, if any, of the business office of the
     registered agent is hereby CHANGED TO 906 Olive Street, St. Louis, Missouri
     63101

5.   Notice in writing of the change has been mailed by the registered agent to
     the corporation named above.

6.   The address of the registered office of the corporation named above and the
     business office of the registered agent, as changed, is identical.


                                       15



     (THE FOLLOWING SHOULD BE EXECUTED ONLY IF THE REGISTERED AGENT IS A NATURAL
PERSON) IN WITNESS WHEREOF, the undersigned registered agent has caused this
report to be executed this _____________________________________ day of
______________________________, 19____.


                                        ----------------------------------------
                                              Signature of Registered Agent

State of ______________________)
                               ) ss
County of _____________________)

On this ___________________ day of _______________________________, in the year
19___, before me, ______________________________________, a Notary Public in and
for said state, personally appeared _____________________________________ known
to me to be the person who executed the within Statement of Change of Business
Office and acknowledged to me that ____________________ executed the same for
the purposes therein stated.


(Notarial Seal)
                                        ----------------------------------------
                                                      Notary Public

                                        My commission expires __________________

     (THE FOLLOWING SHOULD BE EXECUTED ONLY IF THE REGISTERED AGENT IS A
CORPORATION) IN WITNESS WHEREOF, the undersigned corporation has caused this
report to be executed in its name by its ASSISTANT VICE PRESIDENT, attested by
its SECRETARY or ASSISTANT SECRETARY this 8th day of January, 1988.

(Corporate Seal) CT CORPORATION SYSTEM
CORPORATE SEAL
1936
DELAWARE
If no seal, state "none".

                                        CT CORPORATION SYSTEM
                                        Name of Corporation


                                        By /s/ Mary G. Murray
                                           -------------------------------------
                                           Assistant Vice-President


                                       16



Attest:


/s/
- -------------------------------------
Assistant Secretary

State of New York    )
                     )ss
County of New York   )

On this 8th day of January in the year 1988, before me Theresa Alfieri, a Notary
Public in and for said state, personally appeared

Mary G. Murray, Assistant Vice President
Name            Title

C T Corporation System known to me to be the person
Name of Corporation

who executed the within Statement of Change of Business Office in behalf of said
corporation and acknowledged to me that she executed the same for the purposes
therein stated.


/s/ Theresa Alfieri
- -------------------------------------
Notary Public

My commission expires _______________


                                       17



                               ARTICLES OF MERGER

                            (SECTION 351.447, RSMo.)

HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO. 65101

     Pursuant to the provisions of The General and Business Corporation Law of
Missouri, the undersigned corporation certify the following:

     (1) SPECTRUM EMERGENCY CARE, INC., a Missouri corporation.

     (2) AMERICARE, INC. a California corporation are hereby merged and SPECTRUM
EMERGENCY CARE, INC., a Missouri corporation, is the surviving corporation.

     (3) On May 26, 1981 the board of directors of SPECTRUM EMERGENCY CARE, INC.
by duly adopted resolution approved the plan of merger set forth in these
articles.

     (4) This plan of merger has been adopted pursuant to Section 351.447 RSMo.

     (5) The resolution of the board of directors of the parent corporation,
SPECTRUM EMERGENCY CARE, INC., a Missouri corporation, approving the plan of
merger is as follows:

          RESOLVED: That this corporation merge into itself AMERICARE, INC. its
     subsidiary California Corporation and that the Plan of Merger submitted is
     hereby approved.

     (6) That the parent corporation SPECTRUM EMERGENCY CARE, INC., a Missouri
corporation, is in compliance with the 90 percent ownership requirement of
Section 351.447 RSMo. and will maintain at least 90 per cent ownership of each
of the other corporations, party to the merger, until the issuance of the
Certificate of Merger by the Secretary of State of Missouri.

     (7) PLAN OF MERGER


                                       18



     1. SPECTRUM EMERGENCY CARE, INC., a Missouri corporation is the survivor.

     2. All of the property, rights, privileges, leases and patents of
AMERICARE, INC., a California corporation are to be transferred to and become
the property of SPECTRUM EMERGENCY CARE, INC., a Missouri corporation, the
survivor.

     The officers and board of directors of the above named corporations are
authorized to execute all deeds, assignments, and documents of every nature
which may be needed to effectuate a full and complete transfer of ownership.

     3. The officers and board of directors of SPECTRUM EMERGENCY CARE, INC., a
Missouri corporation, shall continue in office until their successors are duly
elected and qualified.

     4. The articles of incorporation of the survivor are not amended.

     5. These Articles of Merger shall be effective for all accounting purposes
on January 1, 1981.

     IN WITNESS WHEREOF, these Articles of Merger have been executed in
duplicate by the aforementioned corporations as of the day and year hereafter
acknowledged.

                                        SPECTRUM EMERGENCY CARE, INC.


                                        By /s/ David D. Dayton
                                           -------------------------------------
                                           David D. Dayton, Vice President

(Corporate Seal)

Attest:


/s/ Priscilla M. Bodnar
- -------------------------------------
Priscilla M. Bodnar, Asst. Secretary


                                        AMERICARE,


                                        By /s/ David D. Dayton
                                           -------------------------------------
(Corporate Seal)                           David D. Dayton, Vice President


                                       19



Attest:


/s/ Priscilla M. Bodnar
- -------------------------------------
Priscilla M. Bodnar, Asst. Secretary


                                       20



STATE OF PENNSYLVANIA    )
                         ) SS
COUNTY OF PHILADELPHIA   )

     On this 26th day of May in the year 1981, before me Andrea M. Mace Notary
Public in and for said state, personally appeared David D. Dayton, V.P. of
AMERICARE, INC. known to me to be the person who executed the within Articles of
Merger in behalf of said corporation and acknowledged to me that he executed the
same for the purposes therein stated.


/s/ Andrea M. Mace
- -------------------------------------
Notary Public


                                       21



              State of Missouri . . . Office of Secretary of State
                    JAMES C. KIRKPATRICK, Secretary of State

CORPORATION DIVISION

                               Articles of Merger

                       (SECTION 351.447, RSMo. SUPP. 1977)
                  (To be submitted in DUPLICATE by an Attorney)

HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO. 65101

     Pursuant to the provisions of The General and Business Corporation Law of
Missouri, the undersigned Corporations certify the following:

     (1)  That TEMPORARY MEDICAL STAFFING SERVICES, INC. of New York
               (Name of Corporation)                        (Parent State)

     (2)  That SPECTRUM EMERGENCY CARE, INC. of Missouri
               (Name of Corporation)            (Parent State)

     (3)  That _______________________________________ of ______________________
               (Name of Corporation)                      (Parent State)

          are hereby merged and that the above named SPECTRUM EMERGENCY CARE,
                                                     (Name of Corporation)
          INC. is the surviving corporation.

     (4)  That the Board of Directors of TEMPORARY MEDICAL STAFFING
                                         (Name of Corporation)
          SERVICES, INC. met on September 26, 1980 and by resolution adopted by
          a majority vote of the members of such board approved the Plan of
          Merger set forth in these articles.

     (5)  That the Board of Directors __________________________________________
                                      (Name of Corporation)
          met on _________________________________________ and by resolution
          adopted by a majority vote of the members of such beard approved the
          Plan of Merger set forth in these articles.

     (6)  That the Board of Directors __________________________________________
                                      (Name of Corporation)
          met on __________________________________________________ and by
          resolution adopted by a majority vote of the members of such board
          approved the Plan of Merger set forth in these articles.


                                       22



     (7)  That this plan of merger has been adopted pursuant to Section 351.447,
          RSMo. Supp. 1977.

     (8)  That the resolution of the Board of Directors of the parent
          corporation, SPECTRUM EMERGENCY CARE, INC., approving the Plan of
          Merger is as follows:

               RESOLVED: That the Plan of Merger between TEMPORARY MEDICAL
          STAFFING SERVICES, INC., wholly owned subsidiaries of this corporation
          is hereby approved.

     (9)  That the parent corporation, SPECTRUM EMERGENCY CARE, INC., is in
          compliance with the 90 per cent ownership requirement of Section
          351.447 RSMo. Supp. 1977, and will maintain at least 90 per cent
          ownership of each-of the other corporations, party to the merger,
          until the issuance of the Certificate of Merger by the Secretary of
          State of Missouri.

     (10) PLAN OF MERGER

          1.   SPECTRUM EMERGENCY INC. of Missouri is the survivor.

          2.   All of the property, rights, privileges, leases and patents of
               the TEMPORARY MEDICAL STAFFING SERVICES, INC. corporation and
               ______________________________________________corporation are to
               be transferred to and become the property of SPECTRUM EMERGENCY
               CARE, INC., the survivor. The officers and board of directors of
               the above named corporations are authorized to execute all deeds,
               assignments, and documents of every nature which may be needed to
               effectuate a full and complete transfer of ownership.

          3.   The officers and board of directors of SPECTRUM EMERGENCY CARE,
               INC. shall continue in office until their successors are duly
               elected and qualified under the provisions of the by-laws of the
               surviving corporation.

          4.   (To be completed if the parent corporation does not own all of
               the outstanding shares of each of the subsidiary corporations
               party to the merger.)

               The consideration paid by the surviving corporation upon
               surrender of each share of the subsidiary corporation(s) which is
               not owned by the parent corporation is as follows:

               All of the outstanding shares of the subsidiary corporations are
               owned by the parent corporation.

          5.   (To be completed if the parent corporation is not the surviving
               corporation.)


                                       23



               Not applicable

               a.   the outstanding shares of __________________________________
                    parent corporation, shall be exchanged for shares of
                    ________________________, surviving corporation on the
                    following basis:

               b.   The proposed merger has been approved by receiving the
                    affirmative vote of at least two-thirds of the outstanding
                    shares of __________________________, parent corporation,
                    entitled to vote thereon at a meeting thereof duly called
                    and held on _____________________________________ at
                    ____________________________________

          6.   (To be completed if the surviving corporation is a Missouri
               corporation.)

               The name of the surviving corporation, SPECTRUM EMERGENCY CARE,
          INC. is not changed as follows:

          7.   The articles of incorporation of the survivor are not amended as
               follows: _________________ aforementioned corporations as of the
               day and year hereafter acknowledged.

           (Corporate Seal)             SPECTRUM EMERGENCY CARE, INC.
                                        (Name of Corporation)


Attest:                                 by /s/ David D. Dayton
                                           -------------------------------------
                                           Vice - (President)
                                           David D. Dayton


/s/ Priscilla M. Bodnar
- -------------------------------------
Assistant - (Secretary)
Priscilla M. Bodnar


           (Corporate Seal)             TEMPORARY MEDICAL STAFFING
                                        SERVICES, INC.
                                        (Name of Corporation)


Attest:                                 by /s/ David D. Dayton
                                           -------------------------------------
                                           Vice - (President)
                                           David D. Dayton


/s/ Priscilla M. Bodnar
- -------------------------------------
Assistant - (Secretary)
Priscilla M. Bodnar

                                        ----------------------------------------
           (Corporate Seal)             (Name of Corporation)


Attest:                                 by
                                           -------------------------------------
                                           (President)

- -------------------------------------
(Secretary)


                                       24



STATE OF Pennsylvania    )
                         ) ss.
COUNTY OF Philadelphia   )

On this day of 7th day of October in the year 1980, before me Geraldine Thomas,
Notary Public in and for said state, personally appeared
David D. Dayton, Vice President, SPECTRUM EMERGENCY CARE, INC.
(Name)           (Title)         (Name of Corporation)
known to me to be the person who executed the within Articles of Merger in
behalf of said corporation and acknowledged to me that he executed the same for
the purposes therein stated.


            (Notary Seal)               /s/ Geraldine Thomson
                                        ----------------------------------------
                                        Notary Public

STATE OF Pennsylvania    )
                         ) ss.
COUNTY OF Philadelphia   )

On this day of 7th day of October in the year 1980, before me Geraldine Thomson,
Notary Public in and for said state, personally appeared
David D. Dayton, Vice President, TEMPORARY MEDICAL STAFFING SERVICES, INC.
(Name)           (Title)         (Name of Corporation)
known to me to be the person who executed the within Articles of
Merger in behalf of said corporation and acknowledged to me that he executed the
same for the purposes therein stated.


            (Notary Seal)               /s/ Geraldine Thomson
                                        ----------------------------------------
                                        Notary Public

STATE OF _____________   )
                         ) ss.
COUNTY OF ____________   )

On this day of _______ day of ___________________ in the year 19______, before
me ____________________________________________________________________________,
Notary Public in and for said state, personally appeared
_________________________, ______________________, ____________________________,
(Name)                     (Title)                 (Name of Corporation)
known to me to be the person who executed the within Articles of Merger in
behalf of said corporation and acknowledged to me that he executed the same for
the purposes therein stated.

            (Notary Seal)
                                        ----------------------------------------
                                        Notary Public


                                       25



              State of Missouri . . . Office of Secretary of State
                    James C. Kirkpatrick, Secretary of State

                               Articles of Merger

                  (To be submitted in duplicate by an attorney)

HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO 65101

     Pursuant to the provisions of The General and Business Corporation of
Missouri, the under undersigned Corporations certify the following:

     (1)  That SPECTRUM EMERGENCY CARE, INC. of Missouri
               (name of corporation)            (parent state)

     (2)  That PHYSICIANS CAREER CONSULTANTS, INC. of Missouri
               (name of corporation                   (parent state)

     (3)  That ____________________________________ of _________________________
               (name of corporation)                   (parent state)

          are hereby merged and that the above named SPECTRUM EMERGENCY
                                                     (name of corporation)
          CARE, INC, is the surviving corporation.

     (4)  That the Board of Directors of SPECTRUM EMERGENCY CARE, INC.
                                         (name of corporation)

          meet on September 16, 1980 and by resolution adopted by a majority
          vote of the members of such. board approved the Plan of Merger set
          forth in these articles.

     (5)  That the Board of Directors of PHYSICIANS CAREER CONSULTANTS, INC.
                                         (name of corporation)
          meet on September 26, 1980 and by resolution adopted by a majority
          vote of the members of such board approved the Plan of Merger set
          forth in these articles.

     (6)  That the Board of Directors of _______________________________________
                                         (name of corporation)
          meet on _____________ and by resolution adopted by a majority vote of
          the members of such board approved the Plan of Merger set forth in
          these articles.

     (7)  The Plan of Merger was adopted by the unanimous written consent of the
          sole shareholder of SPECTRUM EMERGENCY CARE, INC. on September 26,
          1980.

     (8)  The Plan of Merger shareholder was adopted by the unanimous written
          consent of the sole shareholder of PHYSICIANS CAREER CONSULTANTS, INC
          on September 26, 1980.


                                       26



     (9)  The Plan of Merger thereafter was submitted to a vote at the special
          meeting of the shareholders of ________________________ held on
          _________________________________________________
          at___________________________________ and at such meeting there
          were_________________________ shares voted and ______________ voted in
          favor and ______________________________ voted against said plan.

     (10) PLAN OF MERGER

          1.   SPECTRUM EMERGENCY CARE, INC. of Missouri is the survivor.

          2.   All of the property, rights, privileges, leases and patents of
               the PHYSICIANS CAREER CONSULTANTS, INC. are to be transferred to
               and become the property of SPECTRUM EMERGENCY CARE, INC., the
               survivor. The officers and board of directors of the above reamed
               corporations are authorized to execute all deeds, assignments,
               and documents of every nature which may be needed to effectuate a
               full and complete transfer of ownership.

          3.   The officers and board of directors of SPECTRUM EMERGENCY CARE,
               INC. shall continue in office until their successors are duly
               elected and qualified under the provisions of the by-laws of the
               surviving corporation.

          4.   Since all of the issued and outstanding shares of SPECTRUM
               EMERGENCY CARE, INC., the surviving corporation, and all of the
               issued and outstanding shares of PHYSICIANS CAREER CONSULTANTS,
               INC., the merging corporation, are owned by ARA SERVICES, INC., a
               Delaware corporation, on the effective date of the merger all of
               the issued and outstanding shares of PHYSICIANS CAREER
               CONSULTANTS, INC., the merging corporation, shall be cancelled
               and no shares of the surviving corporation shall be issued in
               exchange therefor.

          5.   The outstanding shares of _______________________________________
               shall be exchanged for shares of ________________________________
               _____________________ on the following basis:

          6.   The articles of incorporation of the survivor are not amended as
               follows:

IN WITNESS WHEREOF, these Articles of Merger have been, executed in duplicate by
the aforementioned corporations as of the day and year hereafter acknowledged.

(CORPORATE SEAL)                        SPECTRUM EMERGENCY CARE, INC.


                                        By /s/ David D. Dayton
                                           -------------------------------------
                                           Vice (President)
                                           David D. Dayton


                                       27



Attest:                                 PHYSICIANS CAREER CONSULTANTS, INC.


/s/ Priscilla M. Bodnar
- -------------------------------------
Assistant (Secretary)                   by /s/ David D. Dayton
Priscilla M. Bodnar                        -------------------------------------
(CORPORATE SEAL)                           Vice (President)
                                           David D. Dayton

Attest:


/s/ Priscilla M. Bodnar
- -------------------------------------
Assistant (Secretary)
Priscilla M. Bodnar


(CORPORATE SEAL)                        by
                                           -------------------------------------
                                           (President)

(Secretary)


                                       28



STATE OF PENNSYLVANIA    )
                         ) ss.
COUNTY OF PHILADELPHIA   )

     I, Georgeen Abel, a notary public, do hereby certify/that on this 30 day of
September, 1980, personally appeared before me David D. Dayton who, being by me
first duly sworn, declared that he is the Vice President of SPECTRUM EMERGENCY
CARE, INC. that he signed the foregoing document as Vice President of the
corporation, and that the statements therein contained are true.


                                        /s/ Georgeen Abel
                                        ----------------------------------------
                                        Notary Public

(NOTARIAL SEAL)
My Commission expires

STATE OF PENNSYLVANIA    )
                         ) ss.
COUNTY OF PHILADELPHIA   )

     I, Georgeen Abel, a notary public, do hereby certify/that on this 30 day of
September, 1980, personally appeared before me David D. Dayton, who, being by me
first duly sworn, declared that he is the Vice President of PHYSICIANS CAREER
CONSULTANTS, INC., that he signed the foregoing document as Vice President of
the corporation, and that the statements therein contained are true.


                                        /s/ Georgeen Abel
                                        ----------------------------------------
                                        Notary Public

(NOTARIAL SEAL)
My Commission expires


                                       29



STATE OF _____________   )

COUNTY OF_____________   ) ss.

     I, ___________________________________________________, a notary public, do
hereby certify/that on this _________________________ day of________________,
19_________, personally appeared before me______________________________________
___________________________________________________, who, being by me first duly
sworn, declared that he is the _________________________________________________
of _______________________________________________________, that he signed the
foregoing document as _______________________________________ of the
corporation, and that the statements therein contained are true.

                                        ----------------------------------------
                                        Notary Public

(NOTARIAL SEAL)

My commission expires __________________


                                       30



STATE OF MISSOURI                       OFFICE OF SECRETARY OF STATE

                     AMENDMENT OF ARTICLES OF INCORPORATION

HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO. 65102

     Pursuant to the provisions of The General and Business Corporation Law of
Missouri, the undersigned Corporation certifies the following:

     (1) The name of the Corporation is PHYSICIANS PLACEMENT GROUP, INC.

     The name under which it was originally organized was PHYSICIANS PLACEMENT
GROUP, INC.

     (2) An amendment to the Corporation's Articles of Incorporation was adopted
by the shareholders on February 11 1980.

     (3) The amendment adopted is as follows:

          "Resolved that Article One of the Articles of Incorporation be amended
     to read as follows:

                                   ARTICLE ONE

     The name of the corporation is SPECTRUM EMERGENCY CARE, INC."

     (4) Of the 1002 shares outstanding 1002 of such shares were entitled to
vote on such: amendment.

     The number of outstanding shares of any class entitled to vote thereon as a
class were as follows:



Class    Number of Outstanding Shares
- -----    ----------------------------
      
Common               1002


     (5) The number of shares voted for and against the amendment was as
follows:


                                       31





Class    No. Voted For   No. Voted Against
- -----    -------------   -----------------
                   
Common        1002              None


     IN WITNESS WHEREOF, the undersigned Vice President has executed this
instrument and its Assistant Secretary has affixed its corporate seal hereto and
attested said seal on the 11 day of February, 1980.

Place
Corporate Seal
Here

                                        PHYSICIANS PLACEMENT GROUP, INC.


ATTEST:


/s/ Priscilla M. Bodnar                 By /s/ David D. Dayton
- -------------------------------------      -------------------------------------
Assistant Secretary                        Vice President

STATE OF Pennsylvania    )
                         ) SS
COUNTY OF Philadelphia   )

     I, Georgeen Abel, a notary public, do hereby certify that on this 11 day of
February, 1980, personally appeared before me David D. Dayton who, being by me
first duly .sworn, declared that he is the Vice President of PHYSICIANS
PLACEMENT GROUP, INC., that he signed the foregoing document as President of the
corporation, and that the statements therein contained are true.


                                        /s/ Georgeen Abel
                                        ----------------------------------------
                                        Notary Public

(NOTARIAL SEAL)

My commission expires


                                       32



                                ARTICLE OF MERGER
                                       OF
                        PHYSICIANS PLACEMENT GROUP, INC.

     The undersigned corporations, pursuant to the provisions of "The General
and Business Corporation Law of Missouri" as amended, hereby execute the
following articles of merger:

                                   ARTICLE ONE

     The name of the corporations proposing to merge and the names of the States
under the law of which such corporations are organized, are as follows:



Name of Corporation                    State of Incorporation
- -------------------                    ----------------------
                                    
PHYSICIANS PLACEMENT GROUP, INC.       Missouri
THE CHURCHILL MANAGEMENT GROUP, INC.   New York


                                   ARTICLE TWO

     The laws of New York the State under which such foreign corporation is
organized, permit such merger.

                                  ARTICLE THREE

     The name of the surviving corporation shall be PHYSICIANS PLACEMENT GROUP,
INC. and it shall be governed by the laws of the State of Missouri.

                                  ARTICLE FOUR

     The plan of merger is as follows:

                                 PLAN OF MERGER

     FIRST: PHYSICIANS PLACEMENT GROUP, INC., a corporation organized under the
laws of the State of Missouri, shall merge with and into itself and assume the
liabilities and obligations of THE CHURCHILL MANAGEMENT GROUP, INC., a
corporation organized under the laws of the State of New York. The name of the
surviving corporation is PHYSICIANS PLACEMENT GROUP, INC.

     SECOND: The manner and basis of dealing with the outstanding shares of
capital stock of the constituent corporations shall be as follows:


                                       33



     (a) Each share of the capital stock of PHYSICIANS PLACEMENT GROUP, INC.
outstanding at the effective date of the merger shall continue to be one share
of the capital stock of the Surviving Corporation from and after the effective
date of the merger;

     (b) All of the shares of capital stock (whether or not issued and
outstanding) of the Merging Corporations and all rights with respect thereto
shall be eliminated and shall cease to exist at the effective date of the
merger, and the certificates representing such shares shall be cancelled upon
the surrender of such shares to the Surviving Corporation and no shares or other
securities or obligations or cash of the Surviving Corporation shall be issued
in exchange therefor; and

     (c) Each share of the capital stock of the Surviving Corporation continuing
outstanding in accordance herewith shall be duly and validly issued, fully paid
and nonassessable.

     THIRD: The Articles of Incorporation of PHYSICIANS PLACEMENT GROUP, INC.
shall be the Articles of Incorporation of the corporation surviving the merger.
No changes or amendments shall be made to the Articles of Incorporation because
of the merger.

     FOURTH: The by-laws of PHYSICIANS PLACEMENT GROUP, INC. shall be the
by-laws of the corporation surviving the merger.

     FIFTH: The directors and officers of PHYSICIANS PLACEMENT GROUP, INC. shall
be the directors and officers of the corporation surviving the merger and shall
serve until their successors are selected.

     SIXTH: The officers of each corporation party to the merger shall be and
hereby are authorized to do all acts and things necessary and proper to effect
the merger.

     SEVENTH: The merger shall be effective on September 28, 1979.


                                       34



Dated: September 21, 1979.

                                  ARTICLE FIVE

     The Board of Directors of PHYSICIANS PLACEMENT GROUP, INC. met on September
21, 1979 and by resolution adopted by all of the members of such Board approved
the plan of merger set forth in these articles, which plan thereafter was
adopted by the unanimous written consent of the shareholders of PHYSICIANS
PLACEMENT GROUP, INC.

     The Board of Directors of THE CHURCHILL MANAGEMENT GROUP, INC. met on
September 21, 1979 and by resolution adopted by all of the members of such Board
approved the plan of merger set forth in these articles, which plan thereafter
was adopted by the unanimous written consent of the shareholders of THE
CHURCHILL MANAGEMENT GROUP, INC.

                                   ARTICLE SIX

          As to each corporation, the number of shares outstanding, the number
     of shares entitled to vote are:



                                       Total Number     Total Number
                                         of Shares        of Shares
Name of Corporation                    Outstanding    Entitled to Vote
- -------------------                    ------------   ----------------
                                                
PHYSICIANS PLACEMENT GROUP, INC.            1,002           1,002
THE CHURCHILL MANAGEMENT GROUP, INC.       29,512          29,512


                                  ARTICLE SEVEN

          As to each corporation, the number of shares voted for and against the
     plan, respectively are:



                         Total Shares    Total Shares
Name of Corporation        Voted For    Voted Against
- -------------------      ------------   -------------
                                  
PHYSICIANS PLACEMENT
GROUP, INC.                  1,000           -O-

THE CHURCHILL
MANAGEMENT GROUP, INC.      29,512           -O



                                       35



                                  ARTICLE EIGHT

     All Provisions of the law of the State of Missouri and the State of New
York applicable to the proposed merger have been complied with.

     IN WITNESS WHEREOF, said PHYSICIANS PLACEMENT GROUP, INC., corporation
existing under the laws of the State of Missouri, has caused these articles to
be executed in its name by its vice-president, and its corporate seal to be
thereto affixed, attested by its assistant secretary this 26th day of September,
1979.

                                        PHYSICIANS PLACEMENT GROUP, INC.


                                        By /s/ David D. Dayton
                                           -------------------------------------
                                           David D. Dayton
                                           Vice President


                                       36



(CORPORATE SEAL)

Attest:


/s/ Priscilla M. Bodnar
- -------------------------------------
Priscilla M. Bodnar
Assistant Secretary


                                       37



     IN WITNESS WHEREOF, THE CHURCHILL MANAGEMENT GROUP, INC., a corporation
existing under the laws of the State of New York, has caused these articles to
be executed in its name by its vice-president and its corporate seal to be
thereto affixed attested by its assistant secretary this 26th day of September,
1979.

                                        THE CHURCHILL MANAGEMENT GROUP, INC.


                                        By /s/ David D. Dayton
                                           -------------------------------------
                                           David D. Dayton
                                           Vice President

(CORPORATE SEAL)

Attest:


/s/ Priscilla M. Bodnar
- -------------------------------------
Priscilla M. Bodnar
Assistant Secretary

STATE OF PENNSYLVANIA    )
                         ) ss.
COUNTY OF PHILADELPHIA   )

     I, Georgeen E. Abel, a Notary Public, do hereby certify that on this 26th
day of September, 1979, personally appeared before me David D. Dayton, who,
being by me first duly sworn declared that he is the Vice President of
PHYSICIANS PLACEMENT GROUP, INC., that he signed the foregoing document as Vice
President of the corporation, and that the statements therein contained are
true.


                                        /s/ Georgeen E. Abel
                                        ----------------------------------------
                                        Notary Public

My Commission Expires


                                       38



STATE OF PENNSYLVANIA    )
                         )ss.
COUNTY OF PHILADELPHIA   )

     I, Georgeen E. Abel, a Notary Public, do hereby certify that on this 26th
day of September, 1979, personally appeared before me David D. Dayton, who,
being by me first duly sworn declared that he is the Vice President of THE
CHURCHILL MANAGEMENT GROUP, INC.. that he signed the foregoing document as Vice
President of the corporation, and that the statements therein contained are
true.


                                        /s/ Georgeen E. Abel
                                        ----------------------------------------
                                        Notary Public

My Commission Expires


                                       39



TO BE FILED IN TRIPLICATE
NO FEE
Please read instructions on back
of report before attempting to execute.

         Certificate of Change of Registered Agent and Registered Office
                       by Foreign or Domestic Corporations

STATE OF            )
                    ) ss.
           COUNTY   )

To   SECRETARY OF STATE,
     Jefferson City, Missouri.

     The undersigned corporation, organized and existing under the laws of the
State of Missouri for the purpose of changing its registered agent or its
registered office, or both, in Missouri as provided by the provisions of "The
General and Business Corporation Act of Missouri," represents that:

1. The name of the corporation is PHYSICIANS PLACEMENT GROUP, INC.

2. The name of its FORMER registered agent is DOUGLAS D. JOYCE

3. The address, including street and number, if any, of its FORMER registered
office is 970 Executive Parkway, St. Louis, MO 63141

4. The name of the NEW registered agent is C.T. CORPORATION SYSTEM

5. Its registered office is hereby CHANGED TO 314 North Broadway, St. Louis,
Missouri 63102 (including street and number if any change in the registered
office is to be made.)

6. The address of its registered office and the address of the business office
of its registered agent, as changed, will be identical.

7. Such change was authorized by resolution duly adopted by the board of
directors.

     IN WITNESS WHEREOF, the undersigned corporation has caused this report to
be executed in its name by its Vice President attested by its Assistant
Secretary (PRESIDENT OR VICE-PRESIDENT) (SECRETARY OR ASSISTANT SECRETARY) this
12th day of April, A.D. 1979.

                                        PHYSICIANS PLACEMENT GROUP, INC.


                                       40




(Corporate Seal)                        By: /s/ David D. Dayton
                                            ------------------------------------
                                            PRESIDENT OR VICE-PRESIDENT
                                            David D. Dayton
                                            Vice President

Attest:


/s/ Priscilla M. Bodnar
- -------------------------------------
SECRETARY OR ASSISTANT SECRETARY
Priscilla M. Bodnar

STATE OF PENNSYLVANIA    )
                         ) ss.
COUNTY OF PHILADELPHIA   )

     I, Georgeen Abel, a Notary Public, do hereby certify that on the 30 day of
April, A.D. 1979, personally appeared before me David D. Dayton who declares he
is President or Vice-President of the corporation, executing the foregoing
document, and being first duly sworn, acknowledged that he signed the foregoing
document in the capacity therein set forth and declared that the statements
therein contained are true.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.

(Notarial Seal)                         /s/ Georgeen Abel
                                        ----------------------------------------
                                        NOTARY PUBLIC

                                        My Commission Expires:

                           CHANGE OF REGISTERED AGENT
                                  AND OFFICE OF

                                     NOTICE

     This certificate must be filed in duplicate. The corporation cannot act as
its own registered agent.

     The registered office may be, but need not be, the same as the place of
business of the corporation, but the registered office and the business address
of the agent must be the same.

Any subsequent change in the registered office or agent must be immediately
reported to the Secretary of State on blanks furnished for that purpose.


                                       41



                                STATE of MISSOURI
                    James C. Kirkpatrick, Secretary of State
                              Corporation Divisions

          Statement of Change of Registered Agent or Registered Office
                       by Foreign or Domestic Corporations

                                  INSTRUCTIONS

     There is no fee for filing this statement. It must be filed in DUPLICATE
(both copies signed and notarized).

     The statement should be sealed with the corporate seal. If it does not have
a seal, write "no seal" where the seal would otherwise appear.

     The registered office may be, but need not be, the same as the place of
business of the corporation, but the registered office and the business address
of the agent must be the same. The corporation cannot act as its own registered
agent.

     Any subsequent change in the registered office or agent must be immediately
reported to the Secretary of State. These forms are available upon request from
the Office of the Secretary of State.

To   SECRETARY OF STATE,
     Jefferson City, Missouri.                                Charter No. 150975

     The undersigned corporation, organized and existing under the laws of the
State of Missouri for the purpose of changing its registered agent or its
registered office, or both, in Missouri as provided by the provisions of "The
General and Business Corporation Act of Missouri," represents that:

1. The name of the corporation is Physicians Placement Group, Inc.

2. The name of its PRESENT registered agent (before change) is Douglas D. Joyce

3. The name of the new registered agent is Douglas D. Joyce

4. The address, including street number, if any, of its PRESENT registered
office (before change) is 7701 Forsyth, St. Louis, Missouri 63105

5. Its registered office (including street number, if any change is to be made)
is hereby CHANGED TO 970 Executive Parkway, Suite 101, St. Louis, Missouri 63141

6. The address of its registered office and the address of the business office
of its registered agent, as changed, will be identical.

7. Such change was authorized by resolution duly adopted by the board of
directors.


                                       42



     IN WITNESS WHEREOF, the undersigned corporation has caused this report to
be executed in its name by its PRESIDENT OR VICE-PRESIDENT, attested by its
SECRETARY OR ASSISTANT SECRETARY this 13 day of October, A.D. 1977.

PHYSICIANS PLACEMENT GROUP, INC.
NAME OF CORPORATION


(Corporate Seal)                        By /s/ Douglas D. Joyce
                                           -------------------------------------
                                           PRESIDENT OR VICE-PRESIDENT

Attest:


/s/
- -------------------------------------
SECRETARY OR ASSISTANT SECRETARY

STATE OF MISSOURI     )
                      ) ss.
COUNTY OF ST. LOUIS   )

     I, Christine Bergt, a Notary Public, do hereby certify that on the 13th day
of October, A.D. 1977, personally appeared before me Douglas D. Joyce who
declares he is President or Vice-President of the corporation, executing the
foregoing document, and being first duly sworn, acknowledged that he signed the
foregoing document in the capacity therein set forth and declared that the
statements contained therein are true.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.


                                        /s/ Christine Bergt
                                        ----------------------------------------
(Notarial Seal)                         NOTARY PUBLIC

                                        My term expires


                                       43



                                STATE of MISSOURI

James C. Kirkpatrick, Secretary of State
Corporation Division

Statement of Change of Registered Agent or Registered Office
by Foreign or Domestic Corporations

                                  INSTRUCTIONS

     There is no fee for filing this statement. It must be filed in DUPLICATE
(both copies signed and notarized). [The statement should be sealed with the
corporate seal. If it does not have a seal, write "no seal" where the seal would
otherwise appear.

     The registered office may be, but need not be, the same as the place of
business of the corporation, but the registered office and the business address
of the agent must be the same. The corporation cannot act as its own registered
agent.

     Any subsequent change in the registered office or agent must be immediately
reported to the Secretary of State. These forms are available upon request from
the Office of the Secretary of State.

To SECRETARY OF STATE,
Jefferson City, Missouri.                                     Charter No. 150975

     The undersigned corporation, organized and existing under the laws of the
State of Missouri for the purpose of changing its registered agent or its
registered office, or both, in Missouri as provided by the provisions of "The
General and Business Corporation Act of Missouri," represents that:

1. The name of the corporation is Physicians Placement Group, Inc.

2. The name of its PRESENT registered agent is Mr. Douglas D. Joyce.

3. The address, including street number, if any, of its PRESENT registered
office is 111 South Bemiston, Suite 206, Saint Louis, Missouri 63105.

4. The name of the registered agent is CHANGED TO No Change.

5. Its registered office is hereby CHANGED TO 7701 Forsyth Boulevard, Suite 453,
Saint Louis, Missouri 63105 (including street number).

6. The address of its registered office and the address of the business office
of its registered agent, as changed, will be identical.


                                       44



7. Such change was authorized by resolution duly adopted by the board of
directors.

     IN WITNESS WHEREOF, the undersigned corporation has caused this report to
be executed in its name by its PRESIDENT OR VICE-PRESIDENT, attested by its
SECRETARY OR ASSISTANT SECRETARY

this 30th day of August, A.D. 1973

Physicians Placement Group, Inc.
NAME OF CORPORATION

(Corporate Seal)


By /s/ Douglas D. Joyce
   ----------------------------------
   (PRESIDENT)

Attest:


/s/
- -------------------------------------
(SECRETARY)

STATE OF Missouri     )
                      ) ss.
COUNTY OF St. Louis   )

     I, Sylvia L. Oller, a Notary Public, do hereby certify that on the 30th day
of August, A.D. 1973, personally appeared before me DOUGLAS D. JOYCE who
declares he is President of the corporation, executing the foregoing document,
and being first duly sworn, acknowledged that he signed the foregoing document
in the capacity therein set forth and declared that the statements therein
contained are true.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.


                                        /s/ Sylvia L. Oller
                                        ----------------------------------------
(Notarial Seal)                         NOTARY PUBLIC

                                        My term expires January 28, 1977


                                       45



                                STATE of MISSOURI
                    James C. Kirkpatrick, Secretary of State

                              Corporation Division

         Certificate of Change of Registered Agent and Registered Office
                       by Foreign or Domestic Corporations

                       (TO BE FILED IN DUPLICATE. NO FEE.)
     Please read instructions on back of report before attempting to execute

To   SECRETARY OF STATE,                                      Charter No. 150975
     Jefferson City, Missouri.

     The undersigned corporation, organized and existing under the laws of the
State of Missouri for the purpose of changing its registered agent or its
registered office, or both, in Missouri as provided by the provisions of "The
General and Business Corporation Act of Missouri," represents that:

1. The name of the corporation is PHYSICIANS PLACEMENT GROUP, INC.

2. The name of its FORMER registered agent is MR. DAVID L . JOYCE

3. The address, including street and number, if any, of its FORMER registered
office is 3714 Hawkstone Drive, Suite 7, St. Louis, Missouri 63125

4. The name of the registered agent is CHANGED TO MR. DOUGLAS D. JOYCE

5. Its registered office is hereby CHANGED TO 111 S. Bemiston, Suite 206,
Clayton, Missouri 63105 (including street and number if any change in the
registered office is to be made.)

6. The address of its registered office and the address of the business office
of its registered agent, as changed, will be identical.

7. Such change was authorized by resolution duly adopted by the board of
directors.


                                       46



     IN WITNESS WHEREOF, the undersigned corporation has caused this report to
be executed in its name by its


/s/ Douglas D. Joyce                 , attested by its
- -------------------------------------
(PRESIDENT OR VICE PRESIDENT)


/s/                                  , this 4 day of May, A.D. 1972
- -------------------------------------
(SECRETARY OR ASSISTANT SECRETARY)


By /s/ Douglas D. Joyce              ,
   ----------------------------------
   (PRESIDENT OR VICE PRESIDENT)

(Corporate Seal)

Attest


/s/                                  ,
- -------------------------------------
(SECRETARY OR ASSISTANT SECRETARY)

STATE OF    }
            } ss.
COUNTY OF   }

     I, ________________, a Notary Public, do hereby certify that on the 4 day
of May, A.D. 1972, personally appeared before me Douglas D. Joyce who declares
he is President or Vice-President of the corporation, executing the foregoing
document, and being first duly sworn, acknowledged that he signed the foregoing
document in the capacity therein set forth and declared that the statements
therein contained are true.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.

(Notarial Seal)


/s/
- -------------------------------------
NOTARY PUBLIC

My term expires _____________________

                    CHANGE OF REGISTERED AGENT AND OFFICE OF

                        PHYSICIANS PLACEMENT GROUP, INC.

                                     NOTICE

     This certificate must be filed in duplicate. The corporation cannot act as
its own registered agent.

     The registered office may be, but need not be, the same as the place of
business of the corporation, but the registered office and the business address
of the agent must be the same.


                                       47



Any subsequent change in the registered office or agent must be immediately
reported to the Secretary of State on blanks furnished for that purpose.


                                       48



State of Missouri Office of Secretary of State

                            ARTICLES OF INCORPORATION
                  (To be submitted in duplicate by an attorney)

HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO. 65102

     The undersigned natural person(s) of the age of twenty-one years or more
for the purpose of forming a corporation under The General and Business
Corporation Law of Missouri adopt the following Articles of Incorporation:

                                   ARTICLE ONE

        The name of the corporation is: Physicians Placement Group, Inc.

                                   ARTICLE TWO

     The address, including street and number, if any, of the corporation's
initial registered office in this state is:

3714 Hawkstone Drive, Suite 7, St. Louis, Missouri, 63125
and the name of its initial registered agent at such address is:
Mr. David L. Joyce

                                  ARTICLE THREE

     The aggregate number, class and par value, if any, of shares which the
corporation shall have authority to issue shall be:

1002 Shares - Common Stock - $1.00 Par Value

     The preferences, qualifications, limitations, restrictions, and the special
or relative rights, including convertible rights, if any, in respect of the
shares of each class are as follows:

None

                                  ARTICLE FOUR

     The number and class of shares to be issued before the corporation shall
commence business, the consideration to be paid therefor and the capital with
which the corporation will commence business are as follows:


                                       49





                                           Par Value (or for shares
                                           without par value, show
                         Consideration     amount of consideration
No. of Shares    Class     to be paid    paid which will be capital)
- -------------   ------   -------------   ---------------------------
                                
     1002       Common     $1,002.00     $1,002.00 (1,002 shares at
                                               $1.00 par value)


     The corporation will not commence business until consideration of the value
of at least Five Hundred Dollars has been received for the issuance of shares.

                                  ARTICLE FIVE

     The name and place of residence of each incorporator is as follows:



Name:                Street                          City
- -----                ------                          ----
                                               
Mr. David L. Joyce   3714 Hawkstone Drive, Suite 7   St. Louis, MO 63125


                                   ARTICLE SIX

     The number of directors to constitute the board of directors is Three

                                  ARTICLE SEVEN

     The duration of the corporation is Perpetual

     The corporation is formed for the following purposes: A. To provide by
contract, or otherwise licensed physicians to hospitals and clinics.

B. To acquire and dispose of all or any part of the good will, rights, property
and business of any person, entity, partnership, association or corporation
heretofore or hereafter engaged in any business which the Corporation has power
to conduct; to pay for the same in cash or in stocks, bonds or other obligations
of the Corporation, or otherwise; and to assume in connection therewith any
liabilities of any such person, entity, partnership, association or corporation,
and conduct in any lawful manner the whole or any part of the business thus
acquired.

C. To make contracts; to borrow money, and to issue, sell or pledge its
obligations and evidences of indebtedness, and to pledge, mortgage, and/or
hypothecate certain or all of the assets of the corporation to secure the
payment thereof; to make any guaranty respecting stock, leases, securities,
interest, indebtedness, contract or other obligations, and to do any and all
other incidental acts and things necessary to borrow money on the part of the
Corporation.

D. To enter into partnerships or joint ventures for carrying on any lawful
business for which the Corporation is organized.

E. To act as agent or representative of others for any lawful business purposes.


                                       50



F. To conduct its lawful business within this State and other states and to
qualify for admission to do business in other states and to comply with the laws
and regulations pertaining to the doing of business in such other states as may
be deemed desirable, expedient and proper from time to time.

G. To purchase, own, hold, sell, transfer, reissue or cancel (but not to vote)
shares of its own capital stock if and when the capital of the Corporation is
not thereby impaired; to acquire, guarantee, hold, own and vote and to sell,
assign, transfer, mortgage, pledge or otherwise dispose of the capital stock,
bonds, securities or evidences of indebtedness of any other corporation,
domestic or foreign.

H. To do all acts and things necessary, proper, advisable, or convenient for the
accomplishment of the purposes and powers set forth herein, or incidental
thereto, and all other legal acts permitted general and business corporations.

I. Physicians Placement Group, Inc. shall exercise no control over the manner in
which the physician practices. The relationship of the licensed physician to
Physicians Placement Group, Inc. is that of an independent contractor and is not
in any manner to be considered that of employee status.

J. Physicians Placement Group, Inc. is not, in any way, engaged in the practice
of medicine.

K. The enumeration of specific powers herein is not intended as an exclusion or
waiver of any powers, rights or privileges granted or conferred by the
corporation laws of Missouri now or hereafter in force, or the laws of such
other states in which this Corporation may from time to time be conducting its
business and under which the Corporation may from time to time qualify; nor
shall the enumeration or expression of one power or purpose in these Articles be
deemed to include another not expressed, although it be of like nature.

     IN WITNESS WHEREOF, these Articles of Incorporation have been signed this 3
day of November, 1971.


                                        /s/ David L. Joyce
                                        ----------------------------------------


                                       51



STATE OF    )
            ) ss
COUNTY OF   )

     I, Howard H. Hansen, a notary public, do hereby certify that on the 3 day
of November, 1971, personally appeared before me, David L. Joyce (and
______________,) who being by me first duly sworn, (severally) declared that he
is (they are) the person(s) who signed the foregoing document as
incorporator(s), and that the statements therein contained are true.


                                        /s/ Howard H. Hansen
                                        ----------------------------------------
                                        Notary Public

My commission expires _______________, 19__


                                       52

EX-3.241

                                                                   Exhibit 3.241

January 14, 1988

                                     BY-LAWS

                                       OF

                          SPECTRUM EMERGENCY CARE, INC.

                     Incorporated under the laws of Missouri

                                 * * * * * * * *

     Section 1. Offices: In addition to its principal or registered office in
this state, the corporation may have offices at such other places within or
without this state as the Board of Directors shall from time to time determine.

     Section 2. Stockholders Meetings: Meetings of the stockholders may be held
at such place or places within or without this state as may be determined by the
Board of Directors, unless otherwise specifically required by law. The annual
meeting of the stockholders for the election of directors shall be held at 11:00
o'clock A.M. on the third Thursday of February in each year, unless such day is
a legal holiday, in which case such meeting shall be held on the business day
next following. Subject to specific requirements of law, special meetings of the
stockholders may be held upon call of the President, any Vice President, or the
Board of Directors. Such call shall state the time, place and purpose of the
meeting. Notice of the time and place of every meeting of stockholders shall be
mailed by the Secretary or the officer performing his duties, at least ten days
before the meeting, to each stockholder of record having voting power and
entitled to such notice at his last known post office address; provided,
however, that if a stockholder be present at a meeting, or in writing waive
notice thereof before or after the meeting, notice of the meeting to such
stockholder shall be unnecessary. The holders of a majority of the shares of
stock having voting power present in person or by proxy shall constitute a
quorum. Each holder of stock shall be entitled at every meeting of the
stockholders to one vote for each share of such stock registered in his name on
the books of the corporation. At all meetings of stockholders, except as
otherwise required by law, by the Certificate of Incorporation, or by other
provisions of these by-laws, all matters shall be decided by the vote of the
holders of a majority of all the stock present or represented at the meeting and
entitled to vote thereat. If required by statute, at least ten days before each
election of directors a complete list of the stockholders entitled to vote at
the election shall be prepared and shall be open at a place within the city
where the election is to be held and shall, during the usual hours of business,
for said ten days, and during the election, be open to the examination of any
stockholder.

     Section 3. Stockholders Consent Action: Any action required or permitted to
be taken by the stockholders at a meeting thereof may be taken without a meeting
if all the



stockholders consent thereto in writing, and if such written consent action is
filed with the minutes of proceedings of the stockholders. Requirements of law,
of the Certificate of Incorporation, or of these by-laws with respect to notices
of meetings, waivers of such notices, availability of stockholders lists, and
similar requirements, shall be deemed to have been waived by the stockholders
with respect to any such written consent action, as evidenced by execution of
same by each such stockholder.

     Section 4. Board of Directors: The affairs of the corporation shall be
managed by a board consisting of one or more directors, who shall be elected
annually by the stockholders entitled to vote and shall hold office until their
successors are elected and qualified. The authorized number of directors shall
be set from time to time by resolution of the Board of Directors. Any director
may be removed by a majority of the directors at any meeting of the Board of
Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability
to act. Vacancies in the Board of Directors and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors remaining in office, even though less than a
quorum, subject to the applicable provisions of laws. Vacancies may also be
filled at any time through election of directors at a special meeting of
stockholders. Meetings of the Board of Directors shall be held at the times
fixed by resolutions of the Board or upon call of the President or any two
directors and may be held outside of this state. The Secretary or officer
performing his duties shall give reasonable notice (which need not in any event
exceed two days) of all meetings of directors, provided that a meeting may be
held without notice immediately after the annual election, and notice need not
be given of regular meetings held at times fixed by resolutions of the Board.
Meetings may be held at any time without notice if all the directors are present
or if those not present waive notice either before or after the meeting. Notice
by mail or telegraph to the usual business or residence address of the directors
not less than the time above specified before the meeting shall be sufficient. A
majority of the directors shall constitute a quorum.

     Section 5. Directors Consent Action: Any action required or permitted to be
taken by the directors at a meeting thereof may be taken without a meeting if
all directors consent thereto in writing, and if such written consent action is
filed with the minutes of proceedings of the directors. Requirements of law, of
the Certificate of Incorporation, of these by-laws with respect to notices of
meetings and waivers thereof shall be deemed to have been complied with upon the
execution of any such written consent action.

     Section 6. Stock: Certificates of stock shall be of such form and device as
the Board of Directors may determine and shall be signed by the President or any
Vice President and the Treasurer or any Assistant Treasurer or the Secretary or
any Assistant Secretary. The stock shall be transferable or assignable only on
the books of the corporation by the holders in person or by attorney on the
surrender of the certificates therefor.

     Section 7. Officers: The Board of Directors shall appoint a President, one
or more Vice Presidents, a Secretary and a Treasurer, and shall from time to
time appoint such other officers as they may deem proper. The term of office of
all officers shall be until their respective successors are chosen and
qualified, but any officer may be removed from office at any time by the Board
of directors without cause assigned. The officers shall have such duties as
usually


                                       2



pertain to their offices except as modified by the Board of Directors,
and shall also have such powers and duties as may from time to time be conferred
upon them by the Board of Directors.

     Section 8. Fiscal Year: The fiscal year of the corporation shall end on the
Friday nearest September 30.

     Section 9. Corporate Seal: The corporate seal of the corporation shall be
in such form as the Board of Directors shall prescribe.

     Section 10. Amendments: Except as otherwise provided by law either the
Board of Directors or the stockholders may alter or amend these by-laws at any
meeting duly held as above provided.


                                       3



                                   BY-LAWS OF

                        PHYSICIANS PLACEMENT GROUP, INC.

                                    ARTICLE I

                                     Offices

     The principal office of the corporation in the State of Missouri shall be
located in St. Louis County, Missouri. The corporation may have such other
offices, either within or without the State of Missouri, as the business of the
corporation may require from time to time.

     The registered office of the corporation required by The General and
Business Corporation Law of Missouri to be maintained in the State of Missouri
may be, but need not be, identical with the principal office in the State of
Missouri, and the address of the registered office may be changed from time to
time by the Board of Directors.

                                   ARTICLE II

                                  Shareholders

     Section 1. Annual Meeting: The annual meeting of the shareholders shall be
held at the hour of 7:30 PM on the third Thursday in December in each year,
beginning with the year 1972 for the purpose of electing directors and for the
transaction of such other business as may come before the meeting. If the day
fixed for the annual meeting shall be a legal holiday, such meeting shall be
held on the next succeeding business day. If the election of directors shall not
be held on the day designated herein for any annual meeting, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a special meeting of the shareholders as soon thereafter as conveniently may
be.

     Section 2. Special Meetings: Special meeting of the shareholders may be
called by the President, by the Board of Directors or by the holders of not less
than one-fifth of all the outstanding shares of the corporation.

     Section 3. Place of Meeting: The Board of Directors may designate any
place, either within or without the State of Missouri, as the place of meeting
for any annual meeting of the shareholders or for any special meeting of the
shareholders called by the Board of Directors. The shareholders may designate
any place, either within or without the State of Missouri, as the place for the
holding of such meeting, and may include the same in a waiver of notice of any
meeting. If no designation is made, or if a special meeting be otherwise called,
the place of meeting shall be the registered office of the corporation in the
State of Missouri, except as otherwise provided in Section 5 of this article.

     Section 4. Notice of Meetings: Written or printed notice stating the place,
day and hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the


                                       4



meeting is called, shall be delivered not less than ten nor more than fifty (50)
days before the date of the meeting, either personally or by mail, by or at the
direction of the President, or the Secretary, or the officer or persons calling
the meeting, to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail in a sealed envelope addressed to the shareholder at his address as
it appears on the records of the corporation, with postage thereon prepaid. In
addition to the written or printed notice, a notice of the place, day and hour
of the meeting shall be published in a daily or weekly newspaper published in
the City or County where the registered office of the corporation is located,
the first insertion to be not less than ten days prior to the date of the
meeting, and if such notice be published in a weekly newspaper, such notice
shall be published at least twice, and if such notice be published in a daily
newspaper, such notice shall be published at least nine times.

     Section 5. Meeting of All Shareholders: If all of the shareholders shall
meet at any time and place, either within or without the State of Missouri, and
consent to the holding of a meeting, such meeting shall be valid, without call
or notice, and at such meeting any corporate action may be taken.

     Section 6. Closing of Transfer Books or Fixing of Record Date: The Board of
Directors of the corporation may close its stock transfer books for a period not
exceeding fifty (50) days preceding the date of any meeting of shareholders, or
the date for the payment of any dividend or for the allotment of rights, or the
date when any change or conversion or exchange of shares shall be effective; or,
in lieu thereof, may fix in advance a date, not exceeding fifty (50) days
preceding the date of any meeting of shareholders, or to the date for the
payment of any dividend or for the allotment of rights, or to the date when any
change or reconversion or exchange of shares shall be effective, as the record
date for the determination of shareholders entitled to notice of, or to vote at,
such meeting, or shareholders entitled to receive payment of any such dividend
or to receive any such allotment of rights, or to exercise rights in respect of
any such change, conversion or exchange of shares; and the shareholders of
record on such date of closing the transfer books, or on the record date so
fixed, shall be the shareholders entitled to notice of and to vote at, such
meeting, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, as the case may be. If the Board of
Directors shall not have closed the transfer books or set a record date for the
determination of its stockholders entitled to vote as hereinabove provided, the
date on which notice of the meeting is mailed or the date such dividend is
declared or other right announced, as the case may be, shall be the record date
for such determination of shareholders so entitled to vote.

     Section 7. Voting Lists: At least ten days before each meeting of
shareholders, the officer or agent having charge of the transfer book for shares
of the corporation shall make a complete list of the shareholders entitled to
vote at such meeting, arranged in alphabetical order with the address of, and
the number of shares held by, each shareholder, which list, for a period of ten
days prior to such meeting, shall be kept on file at the registered office of
the corporation and shall be subject to inspection by any shareholder at any
time during usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any shareholder during the whole time of the meeting. The original share ledger
or transfer book, or a duplicate thereof kept in this state, shall be prima
facie


                                       5



evidence as to who are the shareholders entitled to examine such list or share
ledger or transfer book or to vote at any meeting of shareholders.

     Section 8. Quorum: A majority of the outstanding shares of the corporation,
represented in person or by proxy, shall constitute a quorum at any meeting of
the shareholders; provided, that if less than a majority of the outstanding
shares are represented at said meeting, a majority of the shares so represented
may adjourn the meeting, from time to time, without further notice, to a date
not longer than ninety days from the date originally set for such meeting.

     Section 9. Proxies: At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.

     Section 10. Voting of Shares: Subject to the provisions of Section 12, each
outstanding share of capital stock having voting rights shall be entitled to one
vote upon each matter submitted to a vote at a meeting of shareholders.

     Section 11. Voting of Shares by Certain Holders: Shares standing in the
name of another corporation, domestic or foreign, may be voted by such officer,
agent, or proxy as the by-laws of such corporation may prescribe, or, in the
absence of such provision, as the Board of Directors of such corporation may
determine.

     Shares standing in the name of a deceased person may be voted by his
administrator or executor, either in person or by proxy. Shares standing in the
name of a guardian, curator, or trustee may be voted by such fiduciary, either
in person or by proxy, but no guardian, curator, or trustee shall be entitled,
as such fiduciary, to vote shares held by him without a transfer of such shares
into his name.

     Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer there of into his name if authority so to do be
contained in an appropriate order of the court by which such receiver was
appointed.

     A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

     Section 12. Cumulative Voting: In all elections for directors, every
shareholder shall have the right to vote, in person or by proxy the number of
shares owned by him, for as many persons as there are directors to be elected,
or to cumulate said shares, and give one candidate as many votes as the number
of directors multiplied by the number of his shares shall equal, or to
distribute them on the same principle among as many candidates as he shall see
fit.


                                       6



     Section 13. Informal Action by Shareholders: Any action which may be taken
at a meeting of the shareholders may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.

                                   ARTICLE III

                                    Directors

     Section 1. General Powers: The business and affairs of the corporation
shall be managed by its Board of Directors.

     Section 2. Number, Election and Term: The number of directors of the
corporation shall be 3, each of whom shall be elected at the first annual
meeting of the shareholders, and annually thereafter, for a term of one year,
and each of whom shall hold office until his successor has been elected and has
qualified.

     Section 3. Regular Meetings: A regular meeting of the Board of Directors
shall be held without other notice than this by-law, immediately after, and at
the same place as, the annual meeting of shareholders. The Board of Directors
may provide, by resolution, the time and place, either within or without the
State of Missouri, for the holding of additional regular meetings with notice of
such resolution to all directors.

     Section 4. Special Meetings: Special meetings of the Board of Directors may
be called by or at the request of the President or any two directors. The person
or persons authorized to call special meetings of the Board of Directors may fix
any place in the United States, either within or without the State of Missouri,
as the place for holding any special meeting of the Board of Directors called by
them.

     Section 5. Notice: Notice of any special meeting shall be given at least
five days previously thereto by written notice delivered personally or mailed to
each director at his business address, or by telegram provided, however, that if
the designated meeting place is without the State of Missouri, an additional
five days notice shall be given. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail in a sealed envelope so
addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. Any director may waive notice of any meeting. The attendance
of a director at any meeting shall constitute a waiver of notice of such
meeting, except where a director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the Board of Directors need be specified
in the notice or waiver of notice of such meeting.

     Section 6. Quorum: A majority of the Board of Directors shall constitute a
quorum for the transaction of business at any meeting of the Board of Directors,
provided that if less than


                                       7



a majority of the directors are present at said meeting, a majority of the
directors present may adjourn the meeting from time to time without further
notice.

     Section 7. Manner of Acting: The act of the majority of the directors
present at a meeting of the directors at which a quorum is present shall be the
act of the Board of Directors.

     Section 8. Vacancies: In case of the death or resignation or
disqualification of one or more of the directors, a majority of the survivors or
remaining directors may fill such vacancy or vacancies until the successor or
successors are elected at the next annual meeting of the shareholders. A
director elected to fill a vacancy shall serve as such until the next annual
meeting of the shareholders.

     Section 9. Compensation: Directors as such shall not receive any stated
salaries for their services, but by resolution of the Board of Directors, a
fixed sum and expenses of attendance, if any, may be allowed for attendance at
each regular or special meeting of the Board of Directors; provided, that
nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.

                                   ARTICLE IV

                                    Officers

     Section 1. Number: The officers of the corporation shall be a President,
one or more Vice-Presidents (the number thereof to be determined by the Board of
Directors), a Treasurer, a Secretary and such other officers as may be elected
in accordance with the provisions of this article. The President shall be chosen
from the Members of the Board of Directors. The remaining officers of the
corporation need not be chosen from the Members of the Board, but they may be so
chosen. The Board of Directors, by resolution, may create the offices of one or
more assistant Treasurers and assistant Secretaries, all of whom shall be
elected by the Board of Directors. Any two or more offices may be held by the
same person, except the offices of President and Secretary.

     All officers and agents of the corporation, as between themselves and the
corporation, shall have such authority and perform such duties in the management
of the property and affairs of the corporation as may be provided in the
by-laws, or, in the absence of such provision, as may be determined by
resolution of the Board of Directors.

     Section 2. Election and Term of Office: The officers of the corporation
shall be elected annually by the Board of Directors at the first meeting of the
Board of Directors held after each annual meeting of shareholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as conveniently may be. Vacancies may be filled or new
offices created and filled at any meeting of the Board of Directors. Each
officer shall hold office until his successor shall have been duly elected and
shall have qualified or until his death or until he shall resign or shall have
been removed in the manner hereinafter provided.


                                       8



     Section 3. Removal: Any officer or agent elected or appointed by the Board
of Directors may be removed by the Board of Directors whenever in its judgment
the best interests of the corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.

     Section 4. Vacancies: A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.

     Section 5. President: The President shall be the principal executive
officer of the corporation and shall in general supervise and control all of the
business and affairs of the corporation. He shall preside at all meetings of the
shareholders and of the Board of Directors. He may sign, with the Secretary or
Treasurer or any other proper officer thereunto authorized by the Board of
Directors, certificates for shares of the corporation, any deeds, mortgages,
bonds, contracts, or other instruments which the Board of Directors have
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
by-laws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.

     Section 6. The Vice-Presidents: In the absence of the President or in the
event of his inability or refusal to act, the Vice-President (or in the event
there be more than one Vice-President, the Vice-Presidents in the order of their
election) shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. Any Vice-President may sign, with the Secretary or an Assistant
Secretary, or with the Treasurer or an Assistant Treasurer, certificates for
shares of the corporation; and shall perform such other duties as from time to
time may be assigned to him by the President or by the Board of Directors.

     Section 7. The Treasurer: If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall determine. He
shall: (a) have charge and custody of and be responsible for all funds and
securities of the corporation; receive and give receipts for moneys due and
payable to the corporation from any source whatsoever, and deposit all such
moneys in the name of the corporation in such banks, trust companies or other
depositaries as shall be selected in accordance with the provisions of Article V
of these by-laws; (b) in general perform all the duties incident to the office
of Treasurer and such other duties as from time to time may be assigned to him
by the President or by the Board of Directors.

     Section 8. The Secretary: The Secretary shall: (a) keep the minutes of the
shareholders' and of the Board of Directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these by-laws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation and see that the seal
of the corporation is affixed to all certificates for shares prior to the issue
thereof and to all documents, the execution of which on behalf of the
corporation under its seal is


                                       9



duly authorized in accordance with the provisions of these by-laws; (d) keep a
register of the post office address of each shareholder which shall be furnished
to the Secretary by such shareholder; (e) sign with the President, or a
Vice-President, certificates for shares of the corporation, the issue of which
shall have been authorized by resolution of the Board of Directors; (f) have
general charge of the stock transfer books of the corporation; (g) in general
perform all duties incident to the office of Secretary and such other duties as
from time to time may be assigned to him by the President or by the Board of
Directors.

     Section 9. Assistant Treasurers and Assistant Secretaries: The assistant
Treasurers shall respectively, if required by the Board of Directors, give bonds
for the faithful discharge of their duties in such sums and with such sureties
as the Board of Directors shall determine. Assistant Secretaries and Treasurers,
as thereunto authorized by the Board of Directors, may sign with the President
or a Vice-President certificates for shares of the corporation, the issue of
which shall have been authorized by a resolution of the Board of Directors. The
assistant Treasurers and assistant Secretaries, in general, shall perform such
duties as shall be assigned to them by the Treasurer or the Secretary,
respectively, or by the President or the Board of Directors.

     Section 10. Salaries: The salaries of the officers shall be fixed from time
to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
corporation.

                                    ARTICLE V

                      Contracts, Loans, Checks and Deposits

     Section 1. Contracts: The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.

     Section 2. Loans: No loans shall be contracted on behalf of the corporation
and no evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the Board of Directors. Such authority may be general or
confined to specific instances.

     Section 3. Checks, Drafts, etc.: All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents of
the corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.

     Section 4. Deposits: All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositaries as the Board of Directors may
select.


                                       10



                                   ARTICLE VI

                   Certificates for Shares and Their Transfer

     Section 1. Certificates for Shares: Certificates representing shares of the
corporation shall be in such form as may be determined by the Board of
Directors. Such certificates shall be signed by the President or Vice-President
and by the Secretary, Treasurer or an Assistant Secretary or Treasurer, and
shall be sealed with the seal of the corporation. All certificates for shares
shall be consecutively numbered. The name of the person owning the shares
represented thereby with the number of shares and date of issue shall be entered
on the books of the corporation. All certificates surrendered to the corporation
for transfer shall be cancelled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been surrendered and
cancelled, except that in case of a lost, destroyed or mutilated certificate a
new one may be issued therefor upon such terms and indemnity to the corporation
as the Board of Directors may prescribe.

     Section 2. Transfers of Shares: Transfers of shares of the corporation
shall be made only on the books of the corporation by the registered holder
thereof or by his attorney thereunto authorized by power of attorney duly
executed and filed with the secretary of the corporation, and on surrender for
cancellation of the certificate for such shares. The person in whose name shares
stand on the books of the corporation shall be deemed the owner thereof for all
purposes as regards the corporation.

                                   ARTICLE VII

                                   Fiscal Year

     The fiscal year of the corporation shall begin on the first day of November
in each year and end on the last day of October in each year.

                                  ARTICLE VIII

                                    Dividends

     The Board of Directors may from time to time, declare, and the corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and its articles of incorporation.

                                   ARTICLE IX

                                      Seal

     The Board of Directors shall provide a corporate seal which shall be in the
form of a circle and shall have inscribed thereon the name of the corporation
and the words, "Corporate Seal, Missouri."


                                       11



                                    ARTICLE X

                                Waiver of Notice

     Whenever any notice whatever is required to be given under the provisions
of these by-laws or under the provisions of the articles of incorporation or
under the provisions of The General and Business Corporation Act of Missouri,
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.

                                   ARTICLE XI

                INDEMNIFICATION OF OFFICERS AND DIRECTORS AGAINST
                       LIABILITIES AND EXPENSES IN ACTIONS

     Each director or officer, or former director or officer of this
corporation, and his legal representatives, shall be indemnified by this
corporation against liabilities, expenses, counsel fees and costs reasonably
incurred by him or his estate in connection with, or arising out of, any action,
suit, proceeding or claim in which he is made a party by reason of his being, or
having been, such director or officer; and any person who, at the request of
this corporation, served as director or officer of another corporation in which
such corporation owned corporate stock, and his legal representatives, shall in
like manner be indemnified by the corporation so requesting him to serve;
provided that in neither case shall the corporation indemnify such director or
officer with respect to any matters as to which he shall be finally adjudged in
any such action, suit or proceeding to have been liable for negligence or
misconduct in the performance of his duties as such director or officer. The
indemnification herein provided for, however, shall apply also in respect of any
amount paid in compromise of any such action, suit, proceeding or claim asserted
against such director or officer (including expenses, counsel fees and costs
reasonably incurred in connection therewith), provided the board of directors of
the corporation shall have first approved such proposed compromise settlement
and determined that the director or officer involved was not guilty of
negligence or misconduct; but in taking such action any director involved shall
not be qualified to vote thereon, and if for this reason a quorum of the board
cannot be obtained to vote on such matter it shall be determined by a committee
of three persons appointed by the shareholders at a duly called special meeting
or at a regular meeting. In determining whether or not a director or officer was
guilty of negligence or misconduct in relation to any such matters, the board of
directors or committee appointed by shareholders, as the case shall be, may rely
conclusively upon an opinion of independent legal counsel selected by such board
or committee. Any compromise settlement authorized herein shall not be effective
until submitted to and approved by a Court of competent jurisdiction. The right
to indemnification herein provided shall not be exclusive of any other rights to
which such director or officer may be lawfully entitled.

                                   ARTICLE XII

                                   Amendments


                                       12



     These by-laws may be altered, amended or repealed and new by-laws may be
adopted at any annual meeting of the shareholders or at any special meeting of
the shareholders called for that purpose. The Board of Directors may adopt
emergency by-laws as provided by law.

     Adopted on November 10, 1971


Attest:                                 ----------------------------------------
                                        Chairman


- -------------------------------------
Secretary


                                       13



                             SUBSCRIPTION AGREEMENT

     This agreement is made on the day last below written by and among the
following parties:

                                David L. Joyce
                                Thomas P. Cooper
                                Douglas D. Joyce

     WITNESSETH:

     WHEREAS, the parties hereto desire to organize a Corporation upon the terms
herein set forth,

     IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED HEREIN, THE PARTIES
AGREE AS FOLLOWS:

     1. The parties shall causes Corporation to be known as PHYSICIANS PLACEMENT
GROUP, INC. to be organized under the General and Business Corporation Law of
the State of Missouri.

     2. As soon as practicable following the execution of this agreement, the
Articles of Incorporation in the form attached hereto, marked Exhibit A and by
this reference made a part hereof, shall be filed with the Secretary of State of
Missouri.

     3. If the Corporation at the first meeting of the Board of Directors of the
Corporation shall adopt the "Plan to Offer IRC 1244 Stock," which plan is
attached hereto, marked Exhibit B, and by reference made a part hereof and if
pursuant to said plan the Corporation offers the stock subscribed in said plan,
then each of the proposed stockholders named in said plan agrees, by execution
of this agreement, to purchase upon the call of the Board of Directors following
the adoption of said Plan, the number of shares of common stock offered to such
proposed stockholder by said plan for the consideration stated and described
therein.

     4. This Subscription Agreement is hereby expressly conditioned upon the
adoption by the Corporation of the Plan described in paragraph 3 hereof, and if
the Corporation fails to adopt said plan then this agreement shall be of no
effect.


                                       14



                                                                       EXHIBIT B

                          PLAN TO OFFER IRC 1244 STOCK

     When adopted by resolution of the Board of Directors of PHYSICIANS
PLACEMENT GROUP, INC., a Missouri Corporation, the following shall constitute
the Plan of said Corporation for the offering of certain shares of common stock
of the Corporation to qualify as "Section 1244 stock" under Section 1244 of the
Internal Revenue Code of 1954, as amended:

     1. The Corporation, upon the adoption of this Plan by its Board of
Directors, offers to sell to the following persons the shares of common stock of
the Corporation for the consideration shown:

     David L. Joyce, 334 shares, Common Stock   $334.00 in cash
     Thomas P. Cooper, 334 shares, Common Stock $334.00 in cash
     Douglas D. Joyce, 334 shares, Common Stock $334.00 in cash

     2. This offer shall expire no later than two (2) years from the date of the
adoption of this Plan by the Corporation.

     3. In no event shall the total consideration which the Corporation receives
for all the stock offered by this Plan exceed Five Hundred Thousand ($500,000)
Dollars. Property received as consideration for stock shall be valued for
purposes of this paragraph at its adjusted basis for federal tax purposes.

     4. The stock offered under this Plan is offered only for consideration
consisting of money or property not including stocks or securities. In no event
shall the stock offered under this Plan be issued for services or for stock or
securities.

     5. If any other stock is being offered by the Corporation at the time of
the adoption of this Plan, then all such prior offerings are, by the adoption of
this Plan, specifically terminated and withdrawn. Further, by the adoption of
this Plan, the Corporation determines that no other offerings of stock of the
Corporation shall be made by the Corporation until the offering provided for in
this Plan has expired or has been terminated. It is the intent of this paragraph
that when the stock offered is issued pursuant to this Plan, it will be the only
stock of the Corporation then being offered by the Corporation.


                                       15



     IN WITNESS WHEREOF, the parties hereto have executed this agreement on the
29th day of October, 1971.


                                        /s/ David L. Joyce
                                        ----------------------------------------


                                        /s/ Thomas P. Cooper M.D.
                                        ----------------------------------------


                                        /s/ Douglas D. Joyce
                                        ----------------------------------------


                                       16



     6. The stock offered under this Plan is intended to qualify for ordinary
loss treatment as provided in Section 1244 of the Internal Revenue Code of 1954,
as amended, and all provisions, conditions and limitations of this Plan shall be
construed so as to cause this stock to so qualify.


                                       17



                                     BYLAWS

                                       OF

                          SPECTRUM EMERGENCY CARE, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of SPECTRUM EMERGENCY CARE, INC. (the
"Corporation") shall be such registered agent and office as shall from time to
time be established pursuant to the articles of incorporation, as amended from
time to time, of the Corporation (the "Charter") or by resolution of the Board
of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Missouri as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

     2.01. Meetings of Shareholders of the Corporation (the "Shareholders") for
any purpose may be held at such place, within or without the State of Missouri,
as shall be fixed from time to time by the Board, or, if the Board has not so
specified, then at such place as may be fixed by the person or persons calling
the meeting.

     2.02. An annual meeting of the Shareholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Shareholders, a complete
list of the Shareholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Shareholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Shareholder who may be present.

     2.04. Special meetings of the Shareholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote


                                       18



at the meetings. Business transacted at all special meetings shall be confined
to the objects stated in the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Shareholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
Shareholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Shareholders, the Shareholders
entitled to vote thereat, present in person or represented by proxy, shall
nevertheless have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At an adjourned session at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Shareholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Shareholders, unless otherwise provided by statute or the Charter. At any
meeting of the Shareholders, every Shareholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Shareholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Shareholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Shareholders entitled to notice of or to vote at a meeting of
Shareholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.


                                       19



     2.10. Any action required by statute to be taken at a meeting of the
Shareholders, or any action which may be taken at a meeting of the Shareholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Shareholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Shareholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Shareholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Shareholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Shareholders at the
annual meeting or a special meeting called for that purpose, but no decrease
shall have the effect of shortening the term of an incumbent director. Directors
need not be Shareholders or residents of the State of Missouri. The directors
shall be elected at the annual meeting of the Shareholders, except as
hereinafter provided, and each director elected shall hold office until his or
her successor shall be elected and shall qualify.

     3.03. At any meeting of Shareholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Shareholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Shareholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Shareholders.

     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such


                                       20



directorships and any newly created directorships of such class or series to be
filled by reason of an increase in the number of such directors may be filled by
the affirmative vote of a majority of the directors elected by such class or
series then in office or by a sole remaining director so elected, or by the vote
of the holders of the outstanding shares of such class or series, and such
directorships shall not in any case be filled by the vote of the remaining
directors or the holders of the outstanding shares as a whole unless otherwise
provided in the Charter.

     3.05. At each election for directors, every Shareholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Shareholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         Executive and Other Committees

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              Meetings of Directors

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Missouri.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Shareholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the


                                       21



Board, except as may be otherwise specifically provided by statute or by the
Charter or by these bylaws. If a quorum shall not be present at any meeting of
directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            Compensation of Directors

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Shareholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Shareholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Shareholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.


                                       22



                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Shareholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.

     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              Chairman of the Board

     5.06. The Chairman of the Board shall preside at all meetings of the
shareholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             Chief Executive Officer

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           Vice-Chairman of the Board


                                       23



     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Shareholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  The President

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     The Secretary and Assistant Secretaries

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Shareholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Shareholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  The Treasurer

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.

     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.


                                       24



                                  Other Offices

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Shareholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of Missouri. Each certificate shall be signed by either the President
or any Vice President then in office and by either the Secretary, an Assistant
Secretary, or any Treasurer then in office, and may be sealed with the seal of
the Corporation or a facsimile thereof. If any certificate is countersigned by a
transfer agent, or an assistant transfer agent or registered by a registrar,
other than the Corporation or an employee of the Corporation, the signature of
any such officer of the Corporation may be a facsimile. Whenever the Corporation
shall be authorized to issue more than one class of stock, there shall be (1)
set forth conspicuously upon the face or back of each certificate a full
statement of (a) all of the designations, preferences, limitations, and relative
rights of the shares of each class authorized to be issued and (b) if the
Corporation is authorized to issue any preferred or special class in series, the
variations in the relative rights and preferences of the shares of each series
so far as the same have been fixed and determined and the authority of the Board
to fix and determine the relative rights and preferences of subsequent series;
or (2) stated conspicuously on the face or back of the certificate that (a) such
a statement is set forth in the Charter on file in the office of the Secretary
of State of Missouri and (b) the Corporation will furnish a copy of such
statement to the record holder of the certificate without charge upon request to
the Corporation at its principal place of business or registered office.
Whenever the Corporation by the Charter has limited or denied the preemptive
rights of Shareholders to acquire unissued or treasury shares of the
Corporation, each certificate (1) shall conspicuously set forth upon the face or
back of such certificate a full statement of the limitation or denial of
preemptive rights contained in the Charter, or (2) shall conspicuously state on
the face or back of the certificate that (a) such statement is set forth in the
Charter on file in the office of the Secretary of State of Missouri and (b) the
Corporation will furnish a copy of such statement to the record holder of the
certificate without charge upon request to the Corporation at its principal
place of business or registered office. If any restriction on the transfer or
the registration of the transfer of shares shall be imposed or agreed to by the
Corporation, as permitted by law, each certificate representing shares so
restricted (1) shall conspicuously set forth a full or summary statement of the
restriction on the face of the certificate, or (2) shall set forth such
statement on the back of the certificate and conspicuously refer to the same on
the


                                       25



face of the certificate, or (3) shall conspicuously state on the face or back of
the certificate that such a restriction exists pursuant to a specified document
and (a) that the Corporation will furnish to the record holder of the
certificate without charge upon written request to the corporation at its
principal place of business or registered office a copy of the specified
document, or (b) if such document is one required or permitted to be and has
been filed under the Missouri Corporation Act, that such document is on file in
the office of the Secretary of State of Missouri and contains a full statement
of such restriction.

                                Lost Certificates

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

                               Transfer of Shares

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by Missouri law, it shall be the duty of the Corporation or
the transfer agent of the Corporation to register the transfer as requested.

                             Registered Shareholders

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    Dividends

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Shareholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer


                                       26



books for such purpose for a period of not more than fifty days prior to the
payment date of such dividend. In the absence of any action by the Board, the
date upon which the Board adopts the resolution declaring such dividend shall be
the record date.

                                    Reserves

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     Checks

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       Execution of Contracts, Deeds, Etc.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   Fiscal Year

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              Voting of Securities

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 Indemnification

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is


                                       27



threatened to be made a named defendant or respondent to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
arbitral, administrative, or investigative, any appeal in such action, suit, or
proceeding, and any inquiry or investigation that could lead to such an action,
suit, or proceeding, because such person is or was a director or officer of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief that he has met
the standard of conduct necessary for indemnification and (ii) a written
undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the shareholders with or before the notice or waiver of notice of the
next Shareholder's meeting or with or before the next submission to Shareholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the


                                       28



Charter, a resolution of Shareholders or directors of the Corporation, an
agreement or otherwise, and shall continue as to a person who has ceased to be a
director, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of such a person. The rights provided in
this Section 7.07 shall be deemed to be provided by a contract between the
Corporation and the individuals who serve in the capacities described in
subsection (a) hereof at any time while these bylaws are in effect, and no
repeal or modification of this Section 7.07 by the Shareholders shall adversely
affect any right of any person otherwise entitled to indemnification by virtue
of this Section 7.07 at the time of such repeal or modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1) the Charter or statute reserves the power exclusively to the
     Shareholders in whole or part; or

          (2) the Shareholders in amending, repealing or adopting a particular
     bylaw expressly provide that the Board may not amend or repeal such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Shareholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Shareholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                       29

EX-3.242

                                                                   Exhibit 3.242

             CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
                             AND OF REGISTERED AGENT

It is hereby certified that

      1. The name of the corporation (hereinafter called the "corporation") is

                         EMCARE PHYSICIAN SERVICES, INC.

      2. The registered office of the corporation within the State of Delaware
is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808,
County of New Castle.

      3. The registered agent of the corporation within the State of Delaware is
hereby changed to Corporation Service Company, the business office of which is
identical with the registered office of the corporation as hereby changed.

      4. The corporation has authorized the changes hereinbefore set forth by
resolution of its Board of Directors.

Signed on August 8, 2002

                                           /s/ Robyn Bakalar
                                           -------------------------------------
                                           ROBYN E. BAKALAR, ASSISTANT SECRETARY



            CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

                                       OF

               SPECTRUM PHYSICIAN AND ALLIED HEALTH SERVICES, INC.

Spectrum Physician and Allied Health Services, Inc. (the "corporation"), a
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware, does hereby certify:

      1. The name of the corporation is Spectrum Physician and Allied Health
Services, Inc.

      2. The certificate of incorporation of the corporation is hereby amended
by striking out Article I thereof and by substituting in lieu of said Article
the following new Article.

Article I: The name of the Corporation is EmCare Physician Services, Inc.

      3. The amendment of the certificate of incorporation herein certified has
been duly adopted in accordance with the provisions of Sections 228 and 242 of
the General Corporation Law of the State of Delaware.

Executed on this 9 day of October, 1998.

/s/ Scott W. Roloff
- ----------------------------------
Scott W. Roloff/Authorized Officer

                                        2



             CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
                             AND OF REGISTERED AGENT

It is hereby certified that:

      1. The name of the corporation (hereinafter called the "Corporation
SPECTRUM PHYSICIAN AND ALLIED HEALTH SERVICES, INC.

      2. The registered office of the Corporation within the State of Delaware
is hereby changed to 9 East Loockerman Street, City of Dover l 9901, County of
Kent.

      3. The registered agent of the Corporation within the State of Delaware is
hereby changed to National Registered Agents, Inc., the business office of which
is identical with the registered office of the corporation as hereby changed.

      4. The Corporation has authorized the changes hereinbefore set forth by
resolution of its Board of Directors.

Signed on 3/6, 1998.

                                                SPECTRUM PHYSICIAN AND ALLIED
                                                HEALTH SERVICES, INC.

                                                By: /s/ S. Kent Fannon
                                                    -------------------------
                                                    Name: S. Kent Fannon
                                                    Title: Senior Vice President

                                        3



                   CERTIFICATE OF CORRECTION FILED TO CORRECT
                             A CERTAIN ERROR IN THE
          CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION
          FILED IN THE OFFICE OF THE SECRETARY OF STATE OF DELAWARE ON
                                FEBRUARY 27, 1997

Spectrum Physican and Allied Health Services, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware,

      DOES HEREBY CERTIFY:

      1. The name of the corporation is Spectrum Physican and Allied Health
Services, Inc.

      2. That a Certificate of Amendment to the Certificate of Incorporation was
filed by the Secretary of State of Delaware on February 27, 1997 and that said
Certificate requires correction as permitted by Section 103 of the General
Corporation Law of the State of Delaware.

      3. The inaccuracy or defect of said Certificate to be corrected is as
follows: The word "Physican" the company name was misspelled.

      4. Article First of the Certificate is corrected to read as follows: The
name of the corporation is: Spectrum Physician and Allied Health Services, Inc.

      IN WITNESS WHEREOF, said Spectrum Physican and Allied Health Services,
Inc. has caused this Certificate to be signed by Ruth E. Kim, its Assistant
Secretary, this 12 day of May, 1997.

                              Spectrum Physican and Allied Health Services, Inc.

                              By: /s/ Ruth E. Kim
                                  -------------------
                                  Assistant Secretary

                                        4



                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION

                                     *******

Professional Anesthesia Services, Inc., a corporation organized and existing
under and by virtue of the General Competition Law of the State of Delaware,

      DOES HEREBY CERTIFY:

      FIRST: That the Board of Directors of said corporation, by the unanimous
written consent of its members, filed with the minutes of the Board, adopted a
resolution premising and declaring advisable the following amendment to the
Certificate of Incorporation of said corporation:

      RESOLVED, that the Certificate of Incorporation of Professional Anesthesia
      Services, Inc. be amended by changing the First Article thereof so that,
      as amended, said Article shall be and read as follows:

      1. The name of the corporation is: Spectrum Physician and Allied Health
Services, Inc.

      SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given unanimous written consent to said amendment in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware.

      THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of the General Corporation Law
of the State of Delaware.

      IN WITNESS WHEREOF, said Professional Anesthesia Services, Inc. has caused
this certificate to be signed by Sally A. Powers, its Vice President and
attested by Ruth E. Kim, its Assistant Secretary, this 27th day of February,
1997.

                                              PROFESSIONAL ANESTHESIA SERVICES,
                                              INC.

                                              By /s/ Sally A. Powers
                                                 -------------------------------
                                                 Sally A. Powers, Vice President

ATTEST:

By /s/  Ruth E. Kim
   --------------------------------
   Ruth E. Kim, Assistant Secretary

                                        5


                          CERTIFICATE OF INCORPORATION

                                       OF

                     PROFESSIONAL ANESTHESIA SERVICES, INC.

      FIRST: The name of the corporation is Professional Anesthesia Services,
Inc.

      SECOND: The registered office of the corporation is to be located at 1209
Orange Street, in the City of Wilmington, in the County of New Castle, in the
State of Delaware. The name of its registered agent at that address is The
Corporation Trust Company.

      THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of Delaware.

      FOURTH: The corporation shall be authorized to issue 1,000 shares all of
which are to be of one class and with a par value of $1.00 par share.

      FIFTH: The name and mailing address of the incorporator is as follows:

             Name                          Address
             Lilly Dorsa                   1101 Market Street
                                           Philadelphia, Pennsylvania 19107

      SIXTH: Elections of directors need not be by written ballot.

      SEVENTH: The original by-laws of the corporation shall be adopted by the
initial incorporator named herein. Thereafter the Board of Directors shall have
the power, in addition to the stockholders, to make, alter, or repeal the
by-laws of the corporation.

      EIGHTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title S of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title S of the
Delaware Code order a meeting of creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
to be summoned in such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
this corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which

                                        6



the said application has been made, be binding on all the creditors or class of
creditors, and/or on all the stockholders or class of stockholders, of this
corporation, as the case may be, and also on this corporation.

      NINTH: The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders are granted subject to this reservation.

      I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed and that the facts herein stated are true, and
accordingly have hereunto set my hand this fifteenth day of January, 1993.

                                                              /s/  Lilly Dorsa
                                                              ------------------
                                                              Lilly Dorsa
                                                              Incorporator

                                        7

EX-3.243

                                                                   Exhibit 3.243

                                     BYLAWS

                                       OF

               SPECTRUM PHYSICIAN AND ALLIED HEALTH SERVICES, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of SPECTRUM PHYSICIAN AND ALLIED
HEALTH SERVICES, INC. (the "Corporation") shall be such registered agent and
office as shall from time to time be established pursuant to the articles of
incorporation, as amended from time to time, of the Corporation (the "Charter")
or by resolution of the Board of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Delaware as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

     2.01. Meetings of Shareholders of the Corporation (the "Shareholders") for
any purpose may be held at such place, within or without the State of Delaware,
as shall be fixed from time to time by the Board, or, if the Board has not so
specified, then at such place as may be fixed by the person or persons calling
the meeting.

     2.02. An annual meeting of the Shareholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Shareholders, a complete
list of the Shareholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Shareholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Shareholder who may be present.

     2.04. Special meetings of the Shareholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a



majority of the Board, or the holders of not less than ten percent of all the
shares entitled to vote at the meetings. Business transacted at all special
meetings shall be confined to the objects stated in the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Shareholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
Shareholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Shareholders, the Shareholders
entitled to vote thereat, present in person or represented by proxy, shall
nevertheless have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At an adjourned session at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Shareholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Shareholders, unless otherwise provided by statute or the Charter. At any
meeting of the Shareholders, every Shareholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Shareholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Shareholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Shareholders entitled to notice of or to vote at a meeting of
Shareholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.


                                       2



     2.10. Any action required by statute to be taken at a meeting of the
Shareholders, or any action which may be taken at a meeting of the Shareholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Shareholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Shareholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Shareholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Shareholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Shareholders at the
annual meeting or a special meeting called for that purpose, but no decrease
shall have the effect of shortening the term of an incumbent director. Directors
need not be Shareholders or residents of the State of Delaware. The directors
shall be elected at the annual meeting of the Shareholders, except as
hereinafter provided, and each director elected shall hold office until his or
her successor shall be elected and shall qualify.

     3.03. At any meeting of Shareholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Shareholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Shareholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Shareholders.


                                       3



     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Shareholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Shareholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         Executive and Other Committees

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              Meetings of Directors

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Delaware.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Shareholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.


                                       4



     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically provided by statute or by the Charter or by these
bylaws. If a quorum shall not be present at any meeting of directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            Compensation of Directors

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Shareholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Shareholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Shareholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.


                                       5



                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Shareholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.

     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              Chairman of the Board

     5.06. The Chairman of the Board shall preside at all meetings of the
shareholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             Chief Executive Officer

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           Vice-Chairman of the Board


                                       6



     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Shareholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  The President

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     The Secretary and Assistant Secretaries

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Shareholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Shareholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  The Treasurer

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.

     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.


                                       7



                                  Other Offices

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Shareholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of Delaware. Each certificate shall be signed by either the President
or any Vice President then in office and by either the Secretary, an Assistant
Secretary, or any Treasurer then in office, and may be sealed with the seal of
the Corporation or a facsimile thereof. If any certificate is countersigned by a
transfer agent, or an assistant transfer agent or registered by a registrar,
other than the Corporation or an employee of the Corporation, the signature of
any such officer of the Corporation may be a facsimile. Whenever the Corporation
shall be authorized to issue more. than one class of stock, there shall be (1)
set forth conspicuously upon the face or back of each certificate a full
statement of (a) all of the designations, preferences, limitations, and relative
rights of the shares of each class authorized to be issued and (b) if the
Corporation is authorized to issue any preferred or special class in series, the
variations in the relative rights and preferences of the shares of each series
so far as the same have been fixed and determined and the authority of the Board
to fix and determine the relative rights and preferences of subsequent series;
or (2) stated conspicuously on the face or back of the certificate that (a) such
a statement is set forth in the Charter on file in the office of the Secretary
of State of Delaware and (b) the Corporation will furnish a copy of such
statement to the record holder of the certificate without charge upon request to
the Corporation at its principal place of business or registered office.
Whenever the Corporation by the Charter has limited or denied the preemptive
rights of Shareholders to acquire unissued or treasury shares of the
Corporation, each certificate (1) shall conspicuously set forth upon the face or
back of such certificate a full statement of the limitation or denial of
preemptive rights contained in the Charter, or (2) shall conspicuously state on
the face or back of the certificate that (a) such statement is set forth in the
Charter on file in the office of the Secretary of State of Delaware and (b) the
Corporation will furnish a copy of such statement to the record holder of the
certificate without charge upon request to the Corporation at its principal
place of business or registered office. If any restriction on the transfer or
the registration of the transfer of shares shall be imposed or agreed to by the
Corporation, as permitted by law, each certificate representing shares so
restricted (1) shall conspicuously set forth a full or summary statement of the
restriction on the face of the certificate, or (2) shall set forth such
statement on the back of the certificate and conspicuously refer to the same on
the


                                       8



face of the certificate, or (3) shall conspicuously state on the face or back of
the certificate that such a restriction exists pursuant to a specified document
and (a) that the Corporation will furnish to the record holder of the
certificate without charge upon written request to the corporation at its
principal place of business or registered office a copy of the specified
document, or (b) if such document is one required or permitted to be and has
been filed under the Delaware Corporation Act, that such document is on file in
the office of the Secretary of State of Delaware and contains a full statement
of such restriction.

                                Lost Certificates

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

                               Transfer of Shares

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by Delaware law, it shall be the duty of the Corporation or
the transfer agent of the Corporation to register the transfer as requested.

                             Registered Shareholders

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    Dividends

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Shareholders, entitled to receive payment of any dividend, such record date to
be not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer


                                       9



books for such purpose for a period of not more than fifty days prior to the
payment date of such dividend. In the absence of any action by the Board, the
date upon which the Board adopts the resolution declaring such dividend shall be
the record date.

                                    Reserves

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     Checks

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       Execution of Contracts, Deeds, Etc.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   Fiscal Year

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              Voting of Securities

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 Indemnification

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is


                                       10



threatened to be made a named defendant or respondent to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
arbitral, administrative, or investigative, any appeal in such action, suit, or
proceeding, and any inquiry or investigation that could lead to such an action,
suit, or proceeding, because such person is or was a director or officer of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

          (b) Subject to any limitation which may be contained in the Charter,
the Corporation shall, to the full extent permitted by law, pay or reimburse on
a current basis the expenses incurred by any person described in subsection (a)
of this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief that he has met
the standard of conduct necessary for indemnification and (ii) a written
undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

          (c) If required by law at the time such payment is made, any payment
of indemnification or advance of expenses to a director shall be reported in
writing to the shareholders with or before the notice or waiver of notice of the
next Shareholder's meeting or with or before the next submission to Shareholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

          (d) The Corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
Corporation or who is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another foreign or domestic corporation, partnership,
joint venture, sole proprietorship, trust, employee benefit plan, or other
enterprise, against any liability asserted against him and incurred by him in
such a capacity or arising out of his status as such a person, whether or not
the corporation would have the power to indemnify him against that liability
under this article, subject to any restrictions imposed by law. The Corporation
may create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

          (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of


                                       11



the Charter, a resolution of Shareholders or directors of the Corporation, an
agreement or otherwise, and shall continue as to a person who has ceased to be a
director, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of such a person. The rights provided in
this Section 7.07 shall be deemed to be provided by a contract between the
Corporation and the individuals who serve in the capacities described in
subsection (a) hereof at any time while these bylaws are in effect, and no
repeal or modification of this Section 7.07 by the Shareholders shall adversely
affect any right of any person otherwise entitled to indemnification by virtue
of this Section 7.07 at the time of such repeal or modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1)  the Charter or statute reserves the power exclusively to the
               Shareholders in whole or part; or

          (2)  the Shareholders in amending, repealing or adopting a particular
               bylaw expressly provide that the Board may not amend or repeal
               such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Shareholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Shareholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                       12



                                     BY-LAWS

                                       of

                     PROFESSIONAL ANESTHESIA SERVICES, INC.

                     Incorporated under the laws of Delaware

                                 * * * * * * * *

     Section 1. Offices: In addition to its principal or registered office in
this state, the corporation may have offices at such other places within or
without this state as the Board of Directors shall from time to time determine.

     Section 2. Stockholders Meetings: Meetings of the stockholders may be held
at such place or places within or without this state as may be determined by the
Board of Directors, unless otherwise specifically required by law. The annual
meeting of the stockholders for the election of directors shall be held on such
date and at such time as designated by duly adopted resolution of the Board of
Directors or stockholders. Subject to specific requirements of law, special
meetings of the stockholders may be held upon call of the President, any Vice
President, or the Board of Directors. Such call shall state the time, place and
purpose of the meeting. Notice of the time and place of every meeting of
stockholders shall be mailed by the Secretary or the officer performing his
duties, at least ten days before the meeting, to each stockholder of record
having voting power and entitled to such notice at his last known post office
address; provided, however, that if a stockholder be present at a meeting, or in
writing waive notice thereof before or after the meeting, notice of the meeting
to such stockholder shall be unnecessary. The holders of a majority of the
shares of stock having voting power present in person or by proxy shall
constitute a quorum. Each holder of stock shall be entitled at every meeting of
the stockholders to one vote for each share of such stock registered in his name
on the books of the corporation. At all meetings of stockholders, except as
otherwise required by law, by the Certificate of Incorporation, or by other
provisions of these by-laws, all matters shall be decided by the vote of the
holders of a majority of all the stock present or represented at the meeting and
entitled to vote thereat. If required by statute, at least ten days before each
election of directors a complete list of the stockholders entitled to vote at
the election shall be prepared and shall be open at a place within the city
where the election is to be held and shall, during the usual hours of business,
for said ten days, and during the election, be open to the examination of any
stockholder.

     Section 3. Stockholders Consent Action: Any action required or permitted to
be taken by the stockholders at a meeting thereof (including limitation at the
annual meeting) may be taken without a meeting if all the stockholders consent
thereto in writing, and if such written consent action is filed with the minutes
of proceedings of the stockholders. Requirements of law, of the Certificate of
Incorporation, or of these by-laws with respect to notices of meetings, waivers
of such notices, availability of stockholders lists, and similar requirements,
shall be deemed to have been waived by the stockholders with respect to any such
written consent action, as evidenced by execution of same by each such
stockholder.


                                       13



     Section 4. Board of Directors: The affairs of the corporation shall be
managed by a board consisting of one or more directors, who shall be elected
annually by the stockholders entitled to vote and shall hold office until their
successors are elected and qualified. The authorized number of directors shall
be set from time to time by resolution of the Board of Directors. Any director
may be removed by a majority of the directors at any meeting of the Board of
Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability
to act. Vacancies in the Board of Directors and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors remaining in office, even though less than a
quorum, subject to the applicable provisions of laws. Vacancies may also be
filled at any time through election of directors at a special meeting of
stockholders. Meetings of the Board of Directors shall be held at the times
fixed by resolutions of the Board or upon call of the President or any two
directors and may be held outside of this state. The Secretary or officer
performing his duties shall give reasonable notice (which need not in any event
exceed two days) of all meetings of directors, provided that a meeting may be
held without notice immediately after the annual election, and notice need not
be given of regular meetings held at times fixed by resolutions of the Board.
Meetings may be held at any time without notice if all the directors are present
or if those not present waive notice either before or after the meeting. Notice
by mail or telegraph to the usual business or residence address of the directors
not less than the time above specified before the meeting shall be sufficient. A
majority of the directors shall constitute a quorum.

     Section 5. Directors Consent Action: Any action required or permitted to be
taken by the directors at a meeting thereof may be taken without a meeting if
all directors consent thereto in writing, and if such written consent action is
filed with the minutes of proceedings of the directors. Requirements of law, of
the Certificate of Incorporation, of these by-laws with respect to notices of
meetings and waivers thereof shall be deemed to have been complied with upon the
execution of any such written consent action.

     Section 6. Stock: Certificates of stock shall be of such form and device as
the Board of Directors may determine and shall be signed by the President or any
Vice President and the Treasurer or any Assistant Treasurer or the Secretary or
any Assistant Secretary. The stock shall be transferable or assignable only on
the books of the corporation by the holders in person or by attorney on the
surrender of the certificates therefor.

     Section 7. Officers: The Board of Directors shall appoint a President, one
or more Vice Presidents, a Secretary and a Treasurer, and shall from time to
time appoint such other officers as they may deem proper. The term of office of
all officers shall be until their respective successors are chosen and
qualified, but any officer may be removed from office at any time by the Board
of Directors without cause assigned. The officers shall have such duties as
usually pertain to their offices except as modified by the Board of Directors,
and shall also have such powers and duties as may from time to time be conferred
upon them by the Board of Directors.

     Section 8. Fiscal Year: The fiscal year of the corporation shall end on the
Friday nearest September 30.


                                       14



     Section 9. Corporate Seal: The corporate seal of the corporation shall be
in such form as the Board of Directors shall prescribe.

     Section 10. Amendments: Except as otherwise provided by law either the
Board of Directors or the stockholders may alter or amend these by-laws at any
meeting duly held as above provided.


                                       15



                     PROFESSIONAL ANESTHESIA SERVICES, INC.

                Unanimous Consent of Directors in Lieu of Meeting

                                January 15, 1993

     The undersigned, being all of the directors of the above-named corporation
(the "Corporation"), do hereby consent in writing to the following resolutions
intending that such resolutions shall have the same force and effect as if duly
adopted at a meeting of the board of directors of the Corporation duly called
and held in accordance with law and the By-laws of the Corporation.

     RESOLVED, that the standing resolutions attached hereto are hereby
approved; and it is further

     RESOLVED, that the following persons are hereby elected to the office
indicated opposite their respective names, in accordance with the By-laws of
this Corporation, and for the term of office provided in the By-laws of this
Corporation or until such earlier time as such person shall cease to be an
active, full-time employee of this Corporation or of an affiliated corporation
in the same line of business:

                        
Chairman                   Richard H. Miles
President                  Robert England
Executive Vice President   Joseph W. Taylor
Vice President             Courtney Walter
Vice President             William Yarborough
Treasurer                  Courtney Walter
Secretary                  Janice E. Panella
Assistant Secretary        Adrienne Sametz



     IN WITNESS WHEREOF, the undersigned have executed this unanimous consent as
of the day and year first written above.


/s/ James W. Moore                      /s/ Richard H. Miles
- -------------------------------------   ----------------------------------------
James W. Moore                          Richard H. Miles
Director                                Director


                                        /s/ L. Frederick Sutherland
                                        ----------------------------------------
                                        L. Frederick Sutherland
                                        Director

     Filed with the minutes of the proceedings of the Board as of the day and
year first written above.


                                        /s/ Janice Panella
                                        ----------------------------------------
                                        Janice Panella
                                        Secretary


                                       16



                            ISSUANCE OF CAPITAL STOCK

     RESOLVED, that this Corporation sell to The ARA Group, Inc. ("ARA"), or the
direct or indirect subsidiary thereof designated by ARA, up to 1,000 shares of
the capital stock of this Corporation for a purchase price equal to the par
value thereof, payable in cash or property; that the proper officers of this
Corporation be and they are hereby authorized and directed to issue a
certificate for such shares of capital stock of this Corporation to such
purchaser upon receipt by this Corporation of the purchase price therefore; that
the issuance of such certificate shall conclusively establish the designation,
if any, of the purchaser by ARA and the adequacy of the purchase price; and that
such shares when so issued will be fully paid and non assessable.

                          CERTIFICATE FOR CAPITAL STOCK

     RESOLVED, that the form of stock certificate attached hereto be and it is
hereby adopted as the form of certificate for shares of capital stock of this
Corporation.

                                 CORPORATE SEAL

     RESOLVED, that the seal, an impression of which is affixed in the margin
opposite this resolution, be and it is hereby adopted as the corporate seal of
this Corporation.

                           AUTHORIZATION FOR OFFICERS
                         TO EXECUTE VARIOUS APPLICATIONS

     RESOLVED, that each officer of the Corporation is authorized:

     a. to execute and deliver applications, bonds, and other documents required
by state, local, or federal authorities to provide services at any location
operated or managed by the Corporation ("Location");

     b. to execute and deliver applications for state, federal or local permits
required to install equipment or to operate at any Location and to sign all
additional documents that may be appropriate or desirable in connection
therewith;

     c. to execute and deliver any renewal forms, extensions, transfers, or
termination agreements with respect to the foregoing; and

     d. to cause any subsidiary of the Corporation to execute and deliver
applications, bonds, and other documents as well as extensions, transfers, or
termination agreements with respect to the foregoing at any location operated or
managed by such subsidiary; and it is further

     RESOLVED, that if any such authority requires a resolution of this Board of
Directors as an exhibit to any such application, bond, or other document, and
such authority does not recognize the form of resolution immediately preceding,
this Board of Directors adopts a form of any such resolution required by such
authority, provided counsel for the Corporation is of the opinion that the
adoption of such resolution is necessary or advisable, and evidences such


                                       17



opinion by instructing the Secretary or the Assistant Secretary to attach as an
appendix to these resolutions a copy of such resolution, which shall thereupon
be deemed to have been adopted by this Board with the same force and effect as
if presented in the same terms for the approval of this Board.

                   OFFICERS' LIMITED AUTHORIZATION TO CONTRACT

     RESOLVED, that the President or any Vice President or the Treasurer of the
Corporation, while acting in such capacity, be and each hereby is authorized and
empowered to negotiate, enter into and execute for and in the name of the
Corporation, any and all assignments, contracts (including without limitation
bids and proposals) and other instruments relating to the business of the
Corporation; provided, however, that such authorization specifically does not
apply to promissory notes or other evidences of indebtedness and pledges,
mortgages or other hypothecation of assets of the Corporation, or the guarantee
or assumption of obligations of any third party, either directly or indirectly.

                                CORPORATE BANKING

     RESOLVED, that the Treasurer or any Assistant Treasurer of the Corporation
or the Senior Vice President, the Treasurer, the Controller or any Assistant
Treasurer of The ARA Group, Inc., as an authorized agent (all of the foregoing,
the "Authorized Agents") be and each hereby is authorized to open or to close
accounts of deposit in the name and for the use of the Corporation with such
banks as they shall from time to time deem advisable and to deposit in such
banks to the credit of the Corporation acceptances or other evidences of
indebtedness (whether belonging to the Corporation or otherwise) which may come
into its possession; that such banks are authorized to make payments from the
funds of the Corporation on deposit with them and according to the check of the
Corporation (1) when signed or bearing the facsimile signature of an Authorized
Agent (2) when signed or bearing the facsimile signature of any other person
designated in writing by an Authorized Agent or (3) when signed or bearing the
facsimile signature of any other person designated in writing by a Designee. For
purposes of this resolution, Designees ("Designees") are those individuals who
have been designated in writing by an Authorized Agent as having the authority
to designate others to sign checks. Designees are not authorized to open or
close accounts. That by way of limitation of the foregoing (1) any checks in an
amount in excess of $50,000 or a lesser amount designated by an Authorized Agent
shall require two authorized signatures of which at least one signature shall be
manual and (2) any check payable to the order of any person whose name appears
thereon as assignor shall not exceed a dollar limit of $2,000; that for the
purpose of transferring funds from any such bank to any other bank, any of the
following methods are also authorized: (1) a form check having plainly printed
upon its face "Depository Transfer Check" being by its wording payable to the
order of the Corporation and drawn on any such transferor bank at which the
Corporation has moneys on deposit is hereby authorized and such check shall
require no signature other than the printed name of the Corporation, (2) an
Automated Clearing House (ACH) electronic debit for credit to an account of the
Corporation or (3) a wire or ACH transfer requested by an Authorized Agent or by
any other person designated in writing by an Authorized Agent as authorized to
request wire transfers; and it is further


                                       18



     RESOLVED, that each of the Authorized Agents and the Designees is hereby
authorized on behalf of the Corporation without further action of the Board of
Directors to designate the signers on such bank accounts by substitution or
withdrawal, and to authorize withdrawal of the funds of the Corporation from
such accounts upon checks of the Corporation signed in accordance with such
signatures as duly authorized by any such Authorized Agent or Designee, and
certified to such bank by the Secretary of the Corporation, and such bank is
authorized to honor and pay any and all checks so signed, subject to the
limitations set forth above; and it is further

     RESOLVED, that each of the Authorized Agents and the Designees of the
Corporation is authorized to sign, endorse, accept, make, execute, and deliver
any and all notes, drafts and bills of exchange or other orders for the payment
of money to the Corporation; and it is further

     RESOLVED, that each of the Authorized Agents and the Designees of the
Corporation is authorized to execute and deliver to such banks, agreements for
night depository services at such banks, said agreements to include
authorization and direction to such banks to open the bag and deposit the
contents thereof to the credit of the Corporation.

     RESOLVED, that each of the Authorized Agents and the Designees of the
Corporation is authorized, directed and empowered for and in the name and on
behalf of the Corporation, or otherwise if so required in connection with the
implementation of the foregoing resolutions, to make, execute, seal, deliver and
file any and all such agreements, certificates and any and all such other
documents and to do and perform any and all such other and further acts, matters
and things as may be necessary, proper or convenient, duly, punctually, fully
and effectively to perform and carry out the purposes and intent of the
resolutions described above.

                          AUTHORITY TO SELL REAL ESTATE

     RESOLVED, that the President, the Treasurer or any Vice President of the
Corporation or the Director of Real Estate or the Treasurer or any Assistant
Treasurer of The ARA Group, Inc. as an authorized agent (all of the foregoing,
the "Authorized Agents"), be and each hereby is authorized to enter into
agreements in the name of and on behalf of the Corporation to sell property
owned by the Corporation; and it is further

     RESOLVED, that each of the Authorized Agents of the Corporation is
authorized and directed to execute and deliver such documents, applications,
agreements, deeds and other papers and to take such other action in the name of
or on behalf of the Corporation in connection with any agreement entered into
pursuant to the above resolution, as he or she may deem necessary or proper to
enable the Corporation to perform fully all of its obligations under such
agreement.

                     AUTHORITY TO EXECUTE SURETY AGREEMENTS

     RESOLVED, that subject to the provisions of the Corporation's loan
agreements and the applicable provisions of the loan agreements of affiliated
corporations, the President or the Treasurer of this Corporation, or the
Director of Insurance of The ARA Group, Inc. as authorized agent (all of the
foregoing, the "Authorized Agents"), be and each hereby is authorized and


                                       19



empowered to execute, in the name and on behalf of this Corporation, agreements
of indemnity, in such form as the executing officer or agent shall approve, with
any surety or insurance company engaged in the business of providing bonds,
guarantees, undertaking of suretyship or insurance coverage when such agreements
by this Corporation to indemnify the surety or insurance company against loss or
expense are required by such surety or insurance company as a prerequisite to
the execution by such surety or insurance company of bonds or undertakings for
or on behalf of the Corporation or its wholly-owned subsidiaries.

                       GUARANTEE OF SUBSIDIARY OBLIGATIONS

     RESOLVED, that subject to the provisions of the Corporation's loan
agreements and the applicable provisions of the loan agreements of affiliated
corporations, the President or the Treasurer of this Corporation, be and each
hereby is authorized, from time to time to execute and to deliver to such banks
or other persons or institutions as he or she may deem appropriate, in the name
of and on behalf of this Corporation a guaranty of the performance and payment
of the obligations now existing or hereafter incurred, of any subsidiary which
is directly wholly owned by this Corporation; the form and extent of such
guaranty to be approved by the officer executing same, such approval to be
conclusively evidenced by his or her execution thereof; and the Secretary or any
Assistant Secretary of this Corporation be and each hereby is authorized to
affix the corporate seal to such guaranty or guaranties and subscribe his or her
name thereto, attesting the same.

                             GUARANTEE FOR "ANOTHER"
                            AS SUBSTITUTE FOR EXPENSE

     RESOLVED, that subject to the provisions of the Corporation's loan
agreements and the applicable provisions of the loan agreements of affiliated
corporations, in furtherance of any business undertaking of the Corporation in
such instances where expenditures of funds, commitment to expend funds or the
lending, advance or investment of funds have been authorized under the
Corporation's established capital commitment approval procedures, as such
procedures have been approved pursuant to authority granted by the Board of
Directors, the President or Treasurer of the Corporation may pledge the
Corporation's credit as guarantor or surety for another as a substitute for such
direct expenditures of funds, commitments, loans, advances or investments.

                         SUBSIDIARY GUARANTY AGREEMENTS

     RESOLVED, that this Corporation is authorized to enter into a subsidiary
guaranty in connection with the obligation of The ARA Group, Inc. as guarantor
and ARA Services, Inc., as borrower under the Fourth Amended and Restated Credit
and Guaranty Agreement dated as of December 14, 1984, and any amendments or
refinancings thereof, approved by an authorized officer; and it is further

     RESOLVED, that this Corporation is authorized to enter into a subsidiary
guaranty in connection with the obligation of The ARA Group, Inc. as guarantor
and ARA, Services, Inc., as borrower under the Loan Agreement with Metropolitan
Life Insurance Company dated as of


                                       20



January 24, 1991, and any amendments or refinancings thereof approved by an
authorized officer; and it is further

     RESOLVED, that this Corporation is authorized to enter into a subsidiary
guaranty in connection with the obligation of The ARA Group, Inc. as guarantor
and ARA Services, Inc., as borrower under the Loan Agreement with LTCB Trust
Company dated as of April 9, 1990, and any amendments or refinancings thereof
approved by an authorized officer; and it is further

     RESOLVED, that this Corporation is authorized to enter into a subsidiary
guaranty in connection with the obligation of The ARA Group, Inc. as guarantor
and ARA Services, Inc., as borrower under the Revolving Credit Agreement with
ARA Services GmbH, as borrower and Berliner Handels and Frankfurter Bank dated
as of February 28, 1991, and any amendments or refinancings thereof approved by
an authorized officer; and it is further

     RESOLVED, that this Corporation is authorized to enter into any Guaranty
Agreement in the form of the draft dated as of December 1, 1990, among The ARA
Group, Inc., as Parent Guarantor, the Subsidiary Guarantors (as that term is
defined in such Guaranty Agreement) and the bank which provides or will be
providing a Letter of Credit to the Parent Guarantor or the Subsidiary
Guarantors; and it is further.

     RESOLVED, that this Corporation is authorized to enter into guaranty
agreements in connection with the obligations of The ARA Group, Inc. and ARA
Services, Inc. under financing agreements that may be entered into by either or
both of these companies, but only if this Corporation shall be a wholly-owned
direct or indirect subsidiary of The ARA Group, Inc.

     RESOLVED, that the President, or any Vice President or the Treasurer of
this Corporation be and each is hereby authorized to determine the form of
subsidiary guaranty agreements and to approve such changes in the guaranty
agreements and the transactions contemplated thereby, as in his or her judgement
are necessary or desirable in connection with the transactions contemplated
thereby or by these resolutions, approval of such form and changes thereto to be
exclusively evidenced by the execution by such officer of such guaranty
agreements; and it is further

     RESOLVED, that the President, or any Vice President or the Treasurer of the
Corporation be and each is hereby authorized and directed on behalf of the
Corporation to execute and deliver such guaranty agreements and the Secretary or
any Assistant Secretary of this Corporation be and each is hereby authorized and
directed to affix and attest the corporate seal of this Corporation to any such
guaranty agreements; and it is further

     RESOLVED, that the officers of this Corporation be and each is hereby
authorized and directed to cause the transactions contemplated by the above
agreements and instruments or by these resolutions to be consummated and
performed in the manner therein or by these resolutions provided and from time
to time to do, or cause to be done, all such other acts or things, and to
execute and deliver all such agreements, instruments, certificates and other
documents, and to affix and attest thereto the corporate seal of the
Corporation, as he or she shall deem necessary or


                                       21



appropriate to carry out the purposes and intent of each of the foregoing
resolutions; and it is further

     RESOLVED, that all actions heretofore taken by any officer of the
Corporation consistent with the purposes and intent of the foregoing resolutions
be, and each of them is hereby, ratified and approved.

                                   TAX FILINGS

     RESOLVED, that the President, any Vice President or the Treasurer of the
Corporation, or the Vice President of Taxes or any Director of Taxes of The ARA
Group, Inc. (all of the foregoing, the "Authorized Agents") be and each of them
hereby is authorized in the name of and, on behalf of the Corporation to execute
tax returns and related documents which the Corporation may direct him or her to
prepare on its behalf; and it is further

     RESOLVED, that the President, or any Vice President or the Treasurer of the
Corporation is authorized to execute a power of attorney evidencing such
authority of an Authorized Agent who is not an officer of the Corporation; and
it is further

     RESOLVED, that if any taxing authority requires a resolution of this Board
of Directors in connection with any tax return or related document, and such
authority does not recognize the form of resolution immediately preceding, this
Board of Directors adopts a form of any such resolution required by such
authority, provided counsel for the Corporation is of the opinion that the
adoption of such resolution is necessary or advisable, and evidences such
opinion by instructing the Secretary or any Assistant Secretary to attach as an
appendix to these resolutions a copy of such resolution, which shall thereupon
be deemed to have been adopted by this Board with the same force and effect as
if presented in the same terms for the approval of this Board.

                     CORPORATE QUALIFICATION TO DO BUSINESS

     RESOLVED, that any officer, for the purpose of authorizing the Corporation
to do business in any state, territory, or dependency of the United States or
any foreign country in which it is necessary or expedient for the Corporation to
transact business, is hereby authorized to appoint and substitute all necessary
agents or attorneys for service of process, to designate and change the location
of all necessary statutory offices and to make and file all necessary
applications, certificates, reports, powers of attorney and other instruments as
may be required; and it is further

     RESOLVED, that whenever it is expedient for the Corporation to cease doing
business in any state, territory, or dependency of the United States or any
foreign country, and to withdraw therefrom, any officer of the Corporation is
authorized to revoke any appointment of agency or attorney for service of
process, and to file such applications, certificates, reports, revocations of
appointments or surrender of authority as may be necessary to terminate the
authority of the Corporation to do business therein; and it is further


                                       22



     RESOLVED, that if any governing authority requires a resolution of this
Board of Directors in connection with any application, certificate, report,
power of attorney or other instrument required in connection with the authority
of the Corporation to do business in or to cease doing business in any state,
territory, or dependency of the United States or any foreign country, and such
authority does not recognize the form of resolution immediately preceding, this
Board of Directors adopts a form of any such resolution required by such
authority, provided counsel for the Corporation is of the opinion that the
adoption of such resolution is necessary or advisable, and evidences such
opinion by instructing the Secretary or any Assistant Secretary to attach as an
appendix to these resolutions a copy of such resolution, which shall thereupon
be deemed to have been adopted by this Board with the same force and effect as
if presented in the same terms for the approval of this Board.


                                       23



This Certifies that _________________________________________________________ is
the registered holder of _______________________________________________________
Shares transferable only on the books of the Corporation by the holder hereof in
person or by Attorney upon surrender of this Certificate properly endorsed.

     In Witness Whereof, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed this ____________________ day of ________________ A.D. 19____


                                       24

EX-3.244

                                                                   Exhibit 3.244

                              ARTICLES OF AMENDMENT

SUBMIT IN DUPLICATE

1.   CORPORATE NAME: Medical Emergency Service Associates (MESA), Inc.

2.   MANNER OF ADOPTION OF AMENDMENT:

          The following amendment of the Articles of Incorporation was adopted
          on April 30, 1996 in the manner indicated below. ("X" one box only)

[ ]  By a majority of the incorporators, provided no directors were named in the
     articles of incorporation and no directors have been elected;

[ ]  By a majority of the board of directors, in accordance with Section 10.10,
     the corporation having issued no shares as of the time of adoption of this
     amendment;

[ ]  By a majority of the board of directors, in accordance with Section 10.15,
     shares having been issued but shareholder action not being required for the
     adoption of the amendment;

[ ]  By the shareholders, in accordance with Section 10.20, a resolution of the
     board of directors having been duly adopted and submitted to the
     shareholders. At a meeting of shareholders, not less than the minimum
     number of votes required by statute and by the articles of incorporation
     were voted in favor of the amendment;

[ ]  By the shareholders, in accordance with Sections 10.20 and 7.10, a
     resolution of the board of directors having been duly adopted and submitted
     to the shareholders. A consent in writing has been signed by shareholders
     having not less than the minimum number of votes required by statute and by
     the articles of incorporation. Shareholders who have not consented in
     writing have been given notice in accordance with Section 7.10;

[X]  By the shareholders, in accordance with Sections 10.20 and 7.10, a
     resolution of the board of directors having been duly adopted and submitted
     to the shareholders. A consent in writing has been signed by all the
     shareholders entitled to vote on this amendment.

3.   TEXT OF AMENDMENT:

a. When amendment effects a name change, insert the new corporate name below.
Use Page 2 for all other amendments.

Article I: The name of the corporation is:

(Text of Amendment

b. (If amendment affects the corporate purpose, the amended purpose is required
to be set forth in its entirety. If there is not sufficient space to do so, add
one or more sheets of this size.)

See Attachment



4.   The manner, if not set forth in Article 3b, in which any exchange,
     reclassification or cancellation of issued shares, or a reduction of the
     number of authorized shares of any class below the number of issued shares
     of that class, provided for or effected by this amendment, is as follows:
     (If not applicable, insert "No change") No change

5.   (a) The manner, if not set forth in Article 3b, in which said amendment
     effects a change in the amount of paid-in capital (Paid-in capital replaces
     the terms Stated Capital and Paid-in Surplus and is equal to the total of
     these accounts) is as follows: (If not applicable, insert "No change")

     No Change

(b) The amount of paid-in capital (Paid-in Capital replaces the terms Stated
Capital and Paid-in Surplus and is equal to the total of these accounts) as
changed by this amendment is as follows: (If not applicable, insert "No change")

No Change



                  Before Amendment   After Amendment
                  ----------------   ---------------
                               
Paid-in Capital   $_______________   $______________


(Complete either Item 6 or 7 below. All signatures must be in BLACK INK.)

6.   The undersigned corporation has caused this statement to be signed by its
     duly authorized officers, each of whom affirms, under penalties of perjury,
     that the facts stated herein are true.

Dated May 13, 1996 Medical Emergency Service Associates
(Exact Name of Corporation at date of execution)

attested by See Attachment              by (MESA), Inc.


- -------------------------------------   ----------------------------------------
(Signature of Secretary or              (Signature of President or
Assistant Secretary)                    Vice President)

- -------------------------------------   ----------------------------------------
(Type or Print Name and Title)          (Type or Print Name and Title)

7.   If amendment is authorized pursuant to Section 10.10 by the incorporators,
     the incorporators must sign below, and type or print name and title.

OR

If amendment is authorized by the directors pursuant to Section 10.10 and there
are no officers, then a majority of the directors or such directors as may be
designated by the board, must sign below, and type or print name and title.

The undersigned affirms, under the penalties of perjury, that the facts stated
herein are true. Dated ______________, 19__


                                        2



                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                MEDICAL EMERGENCY SERVICE ASSOCIATES (MESA), INC.

                   Pursuant to the provisions of Section 10.30
                    of the Illinois Business Corporation Act

We, the undersigned, for the purpose of amending and restating the Articles of
Incorporation of Medical Emergency Service Associates (MESA), Inc. in their
entirety under the provisions of and subject to the requirements of the Business
Corporation Act of the State of Illinois, do HEREBY CERTIFY as follows:

RESTATED FIRST: The name of the corporation (the "Corporation") is: MEDICAL
EMERGENCY SERVICE ASSOCIATES (MESA), INC.

RESTATED SECOND: The date of incorporation of the Corporation was January 20,
1969, the name of the Corporation at the time of the incorporation was MEDICAL
EMERGENCY SERVICE ASSOCIATES (MESA), S.C. Effective April 30, 1996, the
Corporation amended its name to MEDICAL EMERGENCY SERVICE ASSOCIATES (MESA),
INC. and amended its purpose to become an Illinois business corporation.

RESTATED THIRD: The address of the registered office of the Corporation in the
State of Illinois is 4915 Kirchoff Rd., Rolling Meadows, IL 60098 (Cook). The
name of the Corporation's registered agent at such address is Candy Mikulecky.

RESTATED FOURTH The purposes for which the Corporation is formed are to engage
in any lawful act or activity for which corporations may be organized under the
Illinois Business Corporation Act.

RESTATED FIFTH: The aggregate number of shares of stock which the Corporation
shall have authority to issue is One Hundred and Five Thousand (105,000) shares
consisting of.



Type of Shares      Number of Shares   Par Value of Shares
- --------------      ----------------   -------------------
                                 
Common Stock             100,000         $10.00 per share
Preferred A Stock          5,000           No par value



                                        3



RESTATED SIXTH: The amount of paid in capital as of the date of filing these
Amended and Restated Articles of Incorporation is $1,445,564.

AMENDED SEVENTH: The preferences, qualifications, limitations, restrictions and
the special or relative rights in respect of the shares of each class are:

All shareholders shall at all times be physicians duly licensed to practice
under the Medical Practice Act of Illinois.

Common Stock

1. Dividends. Holders of shares of Common Stock are entitled to receive such
dividends, if any, as may be declared by the Board of Directors, in its
discretion, out of funds legally available therefor.

2. Liquidation, Dissolution or Winding Up. In the event of the liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
or in the event of any other distribution of assets of the Corporation among its
shareholders for the purpose of winding up its affairs, after there shall have
been paid to or set apart for the holders of the shares of Preferred A Stock the
full preferential amounts to which they are entitled to receive pro-rata all of
the remaining assets of the Corporation available for distribution to its
shareholders.

Preferred A Stock

1. Dividends. Holders of shares of Preferred A Stock are entitled to receive
such dividends, if any, as may be declared by the Board of Directors, in its
discretion, out of funds legally available therefor.

2. Voluntary Redemption. The Corporation may redeem at any time or from time to
time all or part of the then outstanding shares of Preferred A Stock, on payment
for each share to be redeemed of $333.33 together with all declared (up to but
excluding the date of such payment) and unpaid dividends thereon, without
interest, such amount constituting and being hereinafter referred to as the
"Redemption Price."

In case a part only of the shares of Preferred A Stock is at any time to be
redeemed, the shares so to be redeemed shall be selected on a pro-rata basis,
disregarding fractions, according to the number of shares of Preferred A Stock
held by each of the registered holders thereof, or on any other basis approved
by an instrument in writing executed by the holders of all of the shares of
Preferred A Stock outstanding at the time of such approval. If a part only of
the shares of Preferred A Stock represented by any certificate shall be redeemed
or, in accordance with the provisions hereinafter set out, purchased by the
Corporation for cancellation, a new certificate representing the balance of such
shares shall be issued to the holder thereof at the expense of the Corporation
upon presentation and surrender of the first mentioned certificate.


                                        4



In any voluntary redemption of shares of Preferred A Stock, except where the
Corporation is exercising an option to purchase shares of Preferred A Stock
which a holder thereof has first offered for sale to a third party, the
Corporation shall not less than five days and not more than sixty days before
the date specified for redemption send by prepaid mail or deliver to the
registered address of each person who at the date of mailing or delivery is a
registered holder of shares of Preferred A Stock to be redeemed, a notice in
writing of the intention of the Corporation to redeem such shares of Preferred A
Stock. Accidental failure or omission to give such notice to one or more holders
shall not affect the validity of such redemption, but if notice is given
forthwith to such holder or holders, it shall have the same force and effect as
if given in due time. Such notice shall set out the number of shares of
Preferred A Stock held by the person to whom it is addressed which are to be
redeemed, the Redemption Price, the date specified for redemption and the place
or places within the United States at which holders of shares of Preferred A
Stock may present and surrender such shares for redemption. On and after the
date so specified for redemption, the Corporation shall pay or cause to be paid
to or to the order of the registered holders of the shares of Preferred A Stock
to be redeemed the Redemption Price of such shares on presentation and
surrender, at the registered office of the Corporation or any other place or
places within the United States specified in such notice of redemption, of the
certificate or certificates representing the shares of Preferred A Stock called
for redemption. Payment in respect of the shares of Preferred A Stock being
redeemed shall be made by check payable to the holders thereof in lawful money
of the United States at any branch in the United States of the Corporation's
bankers. From and after the date specified for redemption in any such notice of
redemption, the shares of Preferred A Stock called for redemption shall cease to
be entitled to dividends or any other participation in the assets of the
Corporation and the holders thereof shall not be entitled to exercise any of
their other rights as shareholders in respect thereof unless payment of the
Redemption Price shall not be made upon presentation and surrender of the
certificates in accordance with the foregoing provisions, in which case the
right of the holders shall remain unaffected.

The Corporation shall have the right at any time after the mailing or delivery
of notice of its intention to redeem the shares of Preferred A Stock to deposit
the Redemption Price of the shares of Preferred A Stock so called for
redemption, or of such of the shares of Preferred A Stock which are represented
by certificates which have not at the date of such deposit been surrendered by
the holders thereof in connection with such redemption, to a special account in
any bank in the United States named in such notice or in a subsequent notice to
the holders of the shares in respect of which the deposit is made, to be paid
without interest to or to the order of the respective holders of the shares of
Preferred A Stock called for redemption upon presentation and surrender to such
bank of the certificates representing such shares. Upon such deposit being made
or upon the date specified for redemption in such notice or subsequent notice,
whichever is the later, the shares of Preferred A Stock in respect of which such
deposit shall have been made shall be deemed to be redeemed and the rights of
the holders thereof shall be limited to receiving, without interest, their
proportionate part of the amount so deposited upon presentation and surrender of
the certificate or certificates representing their shares of Preferred A


                                        5



Stock being redeemed. Any interest allowed on such deposit shall belong to the
Corporation.

All shares of Preferred A Stock redeemed by the Corporation shall be retired and
cancelled and shall be restored to the status of authorized but unissued shares
of Preferred A Stock, without designation as to series, and may thereafter be
issued.

3. Conversion or Exchange. The holders of the shares of Preferred A Stock shall
have no right to convert such shares of Preferred A Stock into or exchange such
shares of Preferred A Stock for shares of any other class or classes or any
other series of any class or classes of capital stock of the Corporation.

4. Voting Rights. Except as provided by Section 8 below, the holders of the
shares of Preferred A Stock shall not be entitled to receive notice of, to
attend or to vote at any meetings of shareholders of the Corporation except as
provided by law.

5. Liquidation, Dissolution or Winding Up. In the event of the liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
or in the event of other distribution of assets of the Corporation among its
shareholders for the purpose of winding up its affairs, the holders of the
shares of Preferred A Stock shall be entitled to receive in the aggregate from
the assets of the Corporation, on a pro-rata basis, a sum equal to the product
of the Redemption Price and the number of shares of Preferred A Stock
outstanding, before any amount shall be paid to, or assets of the Corporation
distributed amongst, the holders of the shares of Common Stock or any other
shares of the Corporation ranking as to capital junior to the shares of
Preferred A Stock. After payment to the holders of the shares of Preferred A
Stock of the amounts so payable to them, they shall not be entitled to share in
any further distribution of the assets of the Corporation.

If the assets of the Corporation available for distribution to the holders of
shares of Preferred A Stock shall be insufficient to permit the payment in full
of the sums payable hereunder to such. holders upon any such liquidation,
dissolution, winding up or other distribution of assets of the Corporation among
its shareholders for the purpose of winding up, all of the assets of the
Corporation available for distribution to the holders of shares of Preferred A
Stock shall be distributed ratably among the holders of the shares of Preferred
A Stock in proportion to the amounts they respectively would be entitled to
receive if such assets were sufficient to permit a payment in full of said sums.

6. Interpretation. In the event that any date on which any dividend on the
shares of Preferred A Stock is payable by the Corporation, or on or by which any
other action is required to be taken by the Corporation hereunder, is not a
Business Day, then such dividend shall be payable, or such other action shall be
required to be taken, on or by the next succeeding day that is a Business Day.

For the purpose of these share provisions:

(a) "Business Day" means a day other than a Saturday, a Sunday or any other day
that is a statutory holiday under the laws of the State of Illinois or the laws
of the United States applicable therein, and


                                        6



(b) "ranking as to capital junior" means ranking junior with respect to the
distribution of assets in the event of the liquidation, dissolution or winding
up of the Corporation, whether voluntary or involuntary, or in the event of any
other distribution of assets of the Corporation among its shareholders for the
purpose of winding up its affairs.

7. Amendment. The rights, privileges, restrictions and conditions attached to
the shares of Preferred A Stock may be added to, changed or removed by Articles
of Amendment but only with the prior approval of the holders of the shares of
Preferred A Stock given as hereinafter specified in addition to any other vote
or authorization required by law.

Preemptive Rights

No share shall bear any preemptive right of its shareholder to acquire
additional shares.

No Cumulative Voting Rights

The holders of shares of each and every class and series in the Corporation
shall not be entitled to cumulative voting rights in the election of directors
of the Corporation, in any and all circumstances.

RESTATED EIGHTH: In furtherance and not in limitation of the powers conferred by
the laws of the State of Illinois, the Board of Directors of the Corporation is
expressly authorized and empowered to make, alter or repeal the Bylaws of the
Corporation, subject to the power of the stockholders of the Corporation to
alter or repeal any Bylaw made by the Board of Directors.

RESTATED NINTH: The election of directors of the Corporation need not be by
written ballot unless Bylaws of the Corporation shall so provide.

RESTATED TENTH: The Corporation reserves the right at any time and from time to
time to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation in the manner now or hereafter prescribed by law,
and rights, preferences and privileges of whatsoever nature conferred upon
stockholders, directors, or any other persons whomsoever by and pursuant to this
Certificate of Incorporation in its present form or as hereafter amended are
granted subject to the right reserved in this Article.

AMENDED ELEVENTH: No person shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided, however, that the foregoing shall not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 5/8.75 of the Illinois Business Corporation Act of the State of
Illinois, or (iv) for any transaction. from which the director derived an
improper personal benefit. If the Business Corporation Act of the State of
Illinois is amended to authorize corporate action further eliminating or
limiting the personal liability of directors,


                                        7



then the liability of a director of the Corporation shall be eliminated or
limited to the fullest extent permitted by the Business Corporation Act of the
State of Illinois, as so amended. Any repeal or modification of the provisions
of this Article by the stockholders of the Corporation shall not adversely
affect any right or protection of a director of the Corporation existing at the
time of such repeal or modification.

[SIGNATURE ON NEXT PAGE]


                                        8



IN WITNESS WHEREOF, the undersigned individuals, being the President and
Secretary of the Corporation, pursuant to the Illinois Business Corporation Act,
do hereby declare, certify and acknowledge under penalties of perjury that the
facts herein stated are true and that this Amended and Restated Articles of
Incorporation is their act and deed, and accordingly have hereunto set their
hand, this 13 day of May, 1996.


/s/ William F. Miller
- -------------------------------------
William F. Miller, President

ATTESTED BY:


/s/ Robert F.Anderson
- -------------------------------------
Robert F. Anderson, Secretary


                                        9



                              ARTICLES OF AMENDMENT

SUBMIT IN DUPLICATE

1. CORPORATE NAME: Medical Emergency Service Associates (Mesa), Inc.

2. MANNER OF ADOPTION OF AMENDMENT:

The following amendment of the Articles of incorporation was adopted on May 1,
1998 in the manner indicated below. ("X" one box only)

[ ]  By a majority of the incorporators, provided no directors were named in the
     articles of incorporation and no directors have been elected;

[ ]  By a majority of the board of directors, in accordance with Section 10.10,
     the corporation having issued no shares as of the time of adoption of this
     amendment;

[ ]  By a majority of the board of directors, in accordance with Section 10.15,
     shares having been issued but shareholder action not being required for the
     adoption of the amendment;

[ ]  By the shareholders. In accordance with Section 10.20, a resolution of the
     board of directors having been duly adopted and submitted to the
     shareholders. At a meeting of shareholders, not less than the minimum
     number of votes required by statute and by the articles of incorporation
     were voted in favor of the amendment

[ ]  By the shareholders, in accordance with Sections 10.20 and 7.10, a
     resolution of the board of directors having been duly adopted and submitted
     to the shareholders. A consent In writing has been signed by shareholders
     having not less than the minimum number of votes required by statute and by
     the articles of incorporation, Shareholders who have not consented in
     writing have been given notice in accordance with Section 7.10;

[X]  By the shareholders, in accordance with Sections 10.20 and 7.10, a
     resolution of the board of directors having been duly adopted and submitted
     to the shareholders. A consent in writing has been signed by all the
     shareholders entitled to vote on this amendment.

3. TEXT OF AMENDMENT:

a. When amendment effects a name change, insert the new corporate name below.
Use Page 2 for all other amendments.

Article I: The name of the corporation is:

EmCare Services of Illinois, Inc.
(NEW NAME)

All changes other than name, include on page 2
(over)


                                       10



Text of Amendment

b. (If amendment affects the corporate purpose, the amended purpose is required
to be set forth in its entirety. If there is not sufficient space to do so, add
one or more sheets of this size.)

Page 2


                                       11



4. The manner, if not set forth on Article 3b, in which any exchange,
reclassification on or cancellation of issued shares, or a reduction of the
number of authorized shares of any class below the number of issued shares of
that class, provided for or effected by this amendment. is as follows: (If not
applicable, insert "No change")

NO CHANGE

5. (a) The manner, if not set forth in Article 3b, in which said amendment
effects a change in the amount of paid-in capital (Paid-in capital replaces the
terms Stated Capital and Paid-in Surplus and is equal to the total of these
accounts) is as follows: (if not applicable, insert "No change")

NO CHANGE

(b) The amount of paid-in capital (Paid-in Capital replaces the terms Stated
Capital and Paid-In Surplus and is equal to the total of these accounts) as
changed by this amendment is as follows: (If not applicable, insert "No change")

NO CHANGE



                  Before Amendment   After Amendment
                  ----------------   ---------------
                               
Paid-in Capital   $_______________   $______________


(Complete either item 6 or 7 below. All signatures must be in BLACK INK.)

6. The undersigned corporation has caused this statement to be signed by its
duty authorized officers, each of whom affirms, under penalties of perjury, that
the facts stated herein are true.

Dated May 29, 1998

Medical Emergency Service Associates (Mesa), Inc.
(Exact Name of Corporation at date of execution)

attested by


/s/ Scott W. Roloff
- -------------------------------------
Signature of Secretary or Assistant
Secretary)

Scott W. Roloff, Secretary
(Type or Print Name and Title)


by /s/ William F. Miller, III
   ----------------------------------
Signature of President or
Vice President)

William F. Miller, III, President
(Type or Print Name and Title)

7. If amendment is authorized pursuant to Section 10.10 by the incorporators,
the incorporators must sign below, and type or print name and title.

OR


                                       12



If amendment is authorized by the directors pursuant to Section 10.10 and there
are no officers, then a majority of the directors or such directors as may be
designated by the board, must sign below, and type or print name and title.

The undersigned affirms, under the penalties of perjury, that the facts stated
herein are true.

Dated __________________, 19__

_____________________________________   ________________________________________

_____________________________________   ________________________________________

_____________________________________   ________________________________________

_____________________________________   ________________________________________


                                       13



STATEMENT OF
CHANGE
OF REGISTERED AGENT
AND/OR REGISTERED
OFFICE

SUBMIT IN DUPLICATE

Approved:

Remit payment in check or money order, payable to "Secretary of State."

Type or print in black ink only.
See reverse side for signature(s).

1. CORPORATE NAME: Emcare Services of Illinois, Inc.

2. STATE OR COUNTRY OF INCORPORATION: IL

3. Name and address of the registered agent and registered office as they appear
on the records of the office of the Secretary of State (before change):

Registered Agent Illinois Corporation Service Company

Registered Office 700 South Second Street, Springfield, 62704 Sangamon

4. Name and address of the registered agent and registered office shall be
(after all changes herein reported):

Registered Agent Illinois Corporation Service company

Registered Office 801 Adlai Stevenson Drive, Springfield, IL 62703 Sangamon


                                       14



5. The address of the registered office and the address of the business office
of the registered agent, as changed, will be identical.

6. The above change was authorized by: ("X" one box only)

a. By resolution duly adopted by the board of directors. (Note 5)

b. By action of the registered agent . (Note 6)

7. (If authorized by the board of directors, sign here. See Note 5)

The undersigned corporation has caused this statement to be signed by a duly
authorized officer who affirms, under penalties of perjury, that the facts
stated herein are true.

Dated ___________________________, ______  _____________________________________
      (Month & Day)                (Year)  (Exact Name of Corporation)


- -------------------------------------
(Any Authorized Officer's Signature)

- -------------------------------------
(Type or Print Name and Title)

(If change of registered office by registered agent, sign here. See Note 6)
The undersigned, under penalties of perjury, affirms that the facts stated
herein are true. Dated October 31, 2003


/s/ Mark Rosser
- -------------------------------------
(Signature of Registered Agent of
Record)
Illinois Corporation Service Company
Mark Rosser, Vice President


                                       15

EX-3.245

                                                                   Exhibit 3.245

                                     BYLAWS

                                       OF

                        EMCARE SERVICES OF ILLINOIS, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of EMCARE SERVICES OF ILLINOIS, INC.
(the "Corporation") shall be such registered agent and office as shall from time
to time be established pursuant to the articles of incorporation, as amended
from time to time, of the Corporation (the "Charter") or by resolution of the
Board of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Massachusetts as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.01. Meetings of Stockholders of the Corporation (the "Stockholders") for
any purpose may be held at such place, within or without the State of
Massachusetts, as shall be fixed from time to time by the Board, or, if the
Board has not so specified, then at such place as may be fixed by the person or
persons calling the meeting.

     2.02. An annual meeting of the Stockholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Stockholders, a complete
list of the Stockholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Stockholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Stockholder who may be present.

     2.04. Special meetings of the Stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote at the meetings. Business
transacted at all special meetings shall be confined to the objects stated in
the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Stockholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
Stockholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Stockholders, the



Stockholders entitled to vote thereat, present in person or represented by
proxy, shall nevertheless have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At an adjourned session at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders, unless otherwise provided by statute or the Charter. At any
meeting of the Stockholders, every Stockholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Stockholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Stockholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.

     2.10. Any action required by statute to be taken at a meeting of the
Stockholders, or any action which may be taken at a meeting of the Stockholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Stockholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Stockholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Stockholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Stockholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Stockholders at the
annual meeting or a Massachusetts special meeting called for that purpose, but
no decrease shall have the effect of shortening the term of an incumbent
director. Directors need not be Stockholders or residents of the State of
Massachusetts. The directors shall be elected at the annual meeting of the
Stockholders, except as hereinafter provided, and each director elected shall
hold office until his or her successor shall be elected and shall qualify.


                                       2



     3.03. At any meeting of Stockholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Stockholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Stockholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Stockholders.

     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Stockholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         EXECUTIVE AND OTHER COMMITTEES

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              MEETINGS OF DIRECTORS

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Massachusetts.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Stockholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically


                                       3



provided by statute or by the Charter or by these bylaws. If a quorum shall not
be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            COMPENSATION OF DIRECTORS

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Stockholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Stockholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Stockholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.


                                       4



     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              CHAIRMAN OF THE BOARD

     5.06. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             CHIEF EXECUTIVE OFFICER

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           VICE-CHAIRMAN OF THE BOARD

     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Stockholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  THE PRESIDENT

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Stockholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  THE TREASURER

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.


                                       5



     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  OTHER OFFICES

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Stockholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of State of Massachusetts. Each certificate shall be signed by either
the President or any Vice President then in office and by either the Secretary,
an Assistant Secretary, or any Treasurer then in office, and may be sealed with
the seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, other than the Corporation or an employee of the Corporation,
the signature of any such officer of the Corporation may be a facsimile.
Whenever the Corporation shall be authorized to issue more than one class of
stock, there shall be (1) set forth conspicuously upon the face or back of each
certificate a full statement of (a) all of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and (b) if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences
of the shares of each series so far as the same have been fixed and determined
and the authority of the Board to fix and determine the relative rights and
preferences of subsequent series; or (2) stated conspicuously on the face or
back of the certificate that (a) such a statement is set forth in the Charter on
file in the office of the Secretary of State of Massachusetts and (b) the
Corporation will furnish a copy of such statement to the record holder of the
certificate without charge upon request to the Corporation at its principal
place of business or registered office. Whenever the Corporation by the Charter
has limited or denied the preemptive rights of Stockholders to acquire unissued
or treasury shares of the Corporation, each certificate (1) shall conspicuously
set forth upon the face or back of such certificate a full statement of the
limitation or denial of preemptive rights contained in the Charter, or (2) shall
conspicuously state on the face or back of the certificate that (a) such
statement is set forth in the Charter on file in the office of the Secretary of
State of Massachusetts and (b) the Corporation will furnish a copy of such
statement to the record holder of the certificate without charge upon request to
the Corporation at its principal place of business or registered office. If any
restriction on the transfer or the registration of the transfer of shares shall
be imposed or agreed to by the Corporation, as permitted by law, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that


                                       6



such a restriction exists pursuant to a specified document and (a) that the
Corporation will furnish to the record holder of the certificate without charge
upon written request to the corporation at its principal place of business or
registered office a copy of the specified document, or (b) if such document is
one required or permitted to be and has been filed under the Massachusetts
Business Corporation Act, that such document is on file in the office of the
Secretary of State of Massachusetts and contains a full statement of such
restriction.

                                LOST CERTIFICATES

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

                               TRANSFER OF SHARES

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by State of Massachusetts law, it shall be the duty of the
Corporation or the transfer agent of the Corporation to register the transfer as
requested.

                             REGISTERED STOCKHOLDERS

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Stockholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.


                                       7



                                    RESERVES

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     CHECKS

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       EXECUTION OF CONTRACTS, DEEDS, ETC.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   FISCAL YEAR

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              VOTING OF SECURITIES

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 INDEMNIFICATION

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, arbitral, administrative, or investigative, any appeal in such action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding, because such person is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief


                                       8



that he has met the standard of conduct necessary for indemnification and (ii) a
written undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the stockholders with or before the notice or waiver of notice of the
next Stockholder's meeting or with or before the next submission to Stockholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Stockholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Stockholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1)  the Charter or statute reserves the power exclusively to the
               Stockholders in whole or part; or

          (2)  the Stockholders in amending, repealing or adopting a particular
               bylaw expressly provide that the Board may not amend or repeal
               such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Stockholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Stockholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                       9

EX-3.246

                                                                   Exhibit 3.246

                        The Commonwealth of Massachusetts
                             William Francis Galvin
                          Secretary of the Commonwealth
              One Ashburton Place, Boston, Massachusetts 02108-1512

                            ARTICLES OF ORGANIZATION
                          (General Laws, Chapter 156B)

                           ARTICLE I The exact name of
                               the corporation is:

                     EmCare Services of Massachusetts, Inc.

                                   ARTICLE II
      The purpose of the corporation is to engage in the following business
                                   activities:

transact any lawful business for which corporations may be organized pursuant to
the provisions of the Massachusetts General Corporation Law, including but not
limited to the provision of management services related to the non-medical
aspects of emergency room department staffing and management as well as managed
services related to physician practices.

Note: If the space provided under any article or item on this form is
insufficient, additions shall be set forth on one side only of separate 8 1/2 x
11 seems of paper with a left margin of at least 1 inch. Additions to more than
one article may be made on a single sheet so long as each article requiring each
addition is clearly indicated.


                                   ATTACHMENT

                        Corporations Division Disclaimer

      This corporation shall not engage in any activity which constitutes the
practice of medicine as regulated by the Board of Medicine

                                       2


                                   ARTICLE III

State the total number of shares and par value, if any, of each class of stock
which the corporation is authorized to issue.



    WITHOUT PAR VALUE                    WITH PAR VALUE
TYPE             NUMBER OF SHARES    TYPE          NUMBER OF SHARES    PAR VALUE
                                                           
Common:                              Common:            1,000          $    0.01

Preferred:                           Preferred:


                                   ARTICLE IV

If more than one class of stock is authorized, state a distinguishing
designation for each class. Prior to the issuance of any shares of a class, if
shares of another class are outstanding, the corporation must provide a
description of the preferences, voting powers, qualifications, and special or
relative rights or privileges of that class and of each other class of which
shares are outstanding and of each series then established within any class.

                                      None

                                    ARTICLE V

The restrictions, if any, imposed by the Articles of Organization upon the
transfer of shares of stock of any class are:

                                      None

                                   ARTICLE VI

**Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or for
limiting, defining, or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders:

                               See attached rider.

Shareholders shall not be entitled to exercise cumulative voting rights in the
election of directors

**If there are no provisions state "None".

Note: The preceding size (6) articles are considered to be permanent and may
ONLY be changed by filing appropriate Articles of Amendment.

                                       3


                                   ARTICLE VII

The effective 'date of organization of the corporation shall be the date
approved and filed by the Secretary of the Commonwealth. If a later effective
date is desired, specify such date which shall not be more than thirty days
after the date of filing.

                                  ARTICLE VIII

The information contained in Article VIII is not a permanent part of the
Articles of Organization.

a. The street address (post office boxes are not acceptable) of the principal
office of the corporation in Massachusetts is: c/o National Registered Agents,
Inc., 11 Beacon Street, Suite 1300, Boston, MA 02108

b. The name, residential address and post office address of each director and
officer of the corporation is as follows:

      NAME              RESIDENTIAL ADDRESS POST OFFICE ADDRESS

President:
Treasurer: See Attached
Clerk:
Directors:
Dir.

c. The fiscal year (i.e.. tax year) of the corporation shall end on the last day
of the month of: December

d. The name and business address of the resident agent, if any, of the
corporation is: National Registered Agents, Inc., 11 Beacon Street, Suite 1300,
Boston, MA 02108

                                   ARTICLE IX

By-laws of the corporation have been duly adopted and the president, treasurer,
clerk and directors whose names are set forth above have been duly elected.

      IN WITNESS WHEREOF AND UNDER THE PAINS AND PENALTIES OF PERJURY, I/we,
whose signature(s) appear below as incorporator(s) and whose name(s) and
business or residential address(es) are clearly typed or printed beneath each
signature do hereby associate with the intention of forming this corporation
under the provisions of General Laws, Chapter 156B and do hereby sign these
Articles of Organization as incorporator(s) this 9day of April 1998.

/s/ William F. Miller, III
- --------------------------
William F. Miller, III

Note: If an existing corporation is acting as incorporator, type in the exact
name of the corporation, the state or other jurisdiction where it was
incorporated, the name of the person signing on behalf of said corporation and
the title he/she holds or other authority by which such action is taken.

                                       4


                                    EXHIBIT A

Mandatory Redemption of Shares of Deceased. in the event that a shareholder of
the corporation dies or becomes no longer qualified to own shares in the
corporation, the corporation shall redeem all of the shares of Common Stock
owned by said shareholder for a purchase price of $1.00 per share.

Preemptive Rights. No share shall bear any preemptive right of its shareholder
to acquire additional shares.

No Cumulative Voting Rights. The holders of shares of each and every class and
series in the corporation shall not be entitled to cumulative voting rights in
the election of directors of the corporation, in any and all circumstances.

                                       5


                               OFFICERS/DIRECTORS



      Name/SS#                     Position               Residential Address
- -------------------------  ---------------------------    --------------------
                                                    
Leonard M Riggs, Jr., MD.  Chairman of Board,             3920 Euclid Avenue
###-##-####                Chief Executive Officer        Dallas, TX 75205
                           & Director

William F. Miller, III     President & Director           3618 Harvard
###-##-####                                               Dallas, TX 75205

David W. Singley, Jr.      Executive Vice President       558 Lennox Avenue
###-##-####                and Chief Operating Officer    Westfield, NJ 07090

Andrew G. Buck             Vice President, Secretary &    2400 Bluffview Court
###-##-####                Treasurer, Clerk               Arlington, TX 76011

Susan W. Whittaker         Assistant Secretary            8917 Random Road
                                                          Fort Worth, TX 76179


                                       6


                             CONSENT TO USE OF NAME

      EmCare, Inc., a corporation organized and existing under the laws of the
State of Delaware and qualified in the state of Massachusetts, does hereby
consent to the use of name and incorporation of EmCare of Massachusetts, Inc. in
the state of Massachusetts.

                                                                  EMCARE, INC.

                                           By: /s/ William F. Miller, III
                                               -------------------------------
                                               William F. Miller, III, President

                                       7

EX-3.247

                                                                   Exhibit 3.247

                                     BYLAWS

                                       OF

                     EMCARE SERVICES OF MASSACHUSETTS, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of EMCARE SERVICES OF MASSACHUSETTS,
INC. (the "Corporation") shall be such registered agent and office as shall from
time to time be established pursuant to the articles of incorporation, as
amended from time to time, of the Corporation (the "Charter") or by resolution
of the Board of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Massachusetts as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.01. Meetings of Stockholders of the Corporation (the "Stockholders") for
any purpose may be held at such place, within or without the State of
Massachusetts, as shall be fixed from time to time by the Board, or, if the
Board has not so specified, then at such place as may be fixed by the person or
persons calling the meeting.

     2.02. An annual meeting of the Stockholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Stockholders, a complete
list of the Stockholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Stockholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Stockholder who may be present.

     2.04. Special meetings of the Stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote at the meetings. Business
transacted at all special meetings shall be confined to the objects stated in
the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Stockholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
Stockholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Stockholders, the



Stockholders entitled to vote thereat, present in person or represented by
proxy, shall nevertheless have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At an adjourned session at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders, unless otherwise provided by statute or the Charter. At any
meeting of the Stockholders, every Stockholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Stockholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Stockholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.

     2.10. Any action required by statute to be taken at a meeting of the
Stockholders, or any action which may be taken at a meeting of the Stockholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Stockholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Stockholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Stockholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Stockholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Stockholders at the
annual meeting or a Massachusetts special meeting called for that purpose, but
no decrease shall have the effect of shortening the term of an incumbent
director. Directors need not be Stockholders or residents of the State of
Massachusetts. The directors shall be elected at the annual meeting of the
Stockholders, except as hereinafter provided, and each director elected shall
hold office until his or her successor shall be elected and shall qualify.


                                       2



     3.03. At any meeting of Stockholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Stockholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Stockholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Stockholders.

     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Stockholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         EXECUTIVE AND OTHER COMMITTEES

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              MEETINGS OF DIRECTORS

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Massachusetts.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Stockholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically


                                       3



provided by statute or by the Charter or by these bylaws. If a quorum shall not
be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            COMPENSATION OF DIRECTORS

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Stockholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Stockholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Stockholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.


                                       4



     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              CHAIRMAN OF THE BOARD

     5.06. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             CHIEF EXECUTIVE OFFICER

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           VICE-CHAIRMAN OF THE BOARD

     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Stockholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  THE PRESIDENT

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Stockholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  THE TREASURER

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.


                                       5



     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  OTHER OFFICES

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Stockholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of State of Massachusetts. Each certificate shall be signed by either
the President or any Vice President then in office and by either the Secretary,
an Assistant Secretary, or any Treasurer then in office, and may be sealed with
the seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, other than the Corporation or an employee of the Corporation,
the signature of any such officer of the Corporation may be a facsimile.
Whenever the Corporation shall be authorized to issue more than one class of
stock, there shall be (1) set forth conspicuously upon the face or back of each
certificate a full statement of (a) all of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and (b) if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences
of the shares of each series so far as the same have been fixed and determined
and the authority of the Board to fix and determine the relative rights and
preferences of subsequent series; or (2) stated conspicuously on the face or
back of the certificate that (a) such a statement is set forth in the Charter on
file in the office of the Secretary of State of Massachusetts and (b) the
Corporation will furnish a copy of such statement to the record holder of the
certificate without charge upon request to the Corporation at its principal
place of business or registered office. Whenever the Corporation by the Charter
has limited or denied the preemptive rights of Stockholders to acquire unissued
or treasury shares of the Corporation, each certificate (1) shall conspicuously
set forth upon the face or back of such certificate a full statement of the
limitation or denial of preemptive rights contained in the Charter, or (2) shall
conspicuously state on the face or back of the certificate that (a) such
statement is set forth in the Charter on file in the office of the Secretary of
State of Massachusetts and (b) the Corporation will furnish a copy of such
statement to the record holder of the certificate without charge upon request to
the Corporation at its principal place of business or registered office. If any
restriction on the transfer or the registration of the transfer of shares shall
be imposed or agreed to by the Corporation, as permitted by law, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that


                                       6



such a restriction exists pursuant to a specified document and (a) that the
Corporation will furnish to the record holder of the certificate without charge
upon written request to the corporation at its principal place of business or
registered office a copy of the specified document, or (b) if such document is
one required or permitted to be and has been filed under the Massachusetts
Business Corporation Act, that such document is on file in the office of the
Secretary of State of Massachusetts and contains a full statement of such
restriction.

                                LOST CERTIFICATES

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

                               TRANSFER OF SHARES

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by State of Massachusetts law, it shall be the duty of the
Corporation or the transfer agent of the Corporation to register the transfer as
requested.

                             REGISTERED STOCKHOLDERS

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Stockholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.


                                       7



                                    RESERVES

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     CHECKS

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       EXECUTION OF CONTRACTS, DEEDS, ETC.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   FISCAL YEAR

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              VOTING OF SECURITIES

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 INDEMNIFICATION

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, arbitral, administrative, or investigative, any appeal in such action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding, because such person is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief


                                       8



that he has met the standard of conduct necessary for indemnification and (ii) a
written undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the stockholders with or before the notice or waiver of notice of the
next Stockholder's meeting or with or before the next submission to Stockholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Stockholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Stockholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1)  the Charter or statute reserves the power exclusively to the
               Stockholders in whole or part; or

          (2)  the Stockholders in amending, repealing or adopting a particular
               bylaw expressly provide that the Board may not amend or repeal
               such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Stockholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Stockholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                       9

EX-3.248

                                                                   Exhibit 3.248

             CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
                             AND OF REGISTERED AGENT

It is hereby certified that:

            1. The name of the corporation (hereinafter called the
"corporation") is

                        EMCARE ANESTHESIA SERVICES, INC.

            2. The registered office of the corporation within the State of
Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of
Wilmington 19808, County of New Castle.

            3. The registered agent of the corporation within the State of
Delaware is hereby changed to Corporation Service Company, the business office
of which is identical with the registered office of the corporation as hereby
changed.

            4. The corporation has authorized the changes hereinbefore set forth
by resolution of its Board of Directors.

Signed on AUGUST 8, 2002

                                          /s/ ROBYN E. BAKALAR
                                          --------------------
                                          ROBYN E. BAKALAR, ASSISTANT SECRETARY



                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                       SPECTRUM ANESTHESIA SERVICES, INC.

      Spectrum Anesthesia Services, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:

      FIRST: That the Board of Directors of the said corporation at a meeting
duly convened and held, adopted the following resolution:

      RESOLVED that the Board of Directors hereby declares it advisable and in
the best interest of the Corporation that the Article First of the Certificate
of Incorporation be amended to read as follows:

      FIRST: The name of the corporation shall be: EmCare Anesthesia Services,
Inc.

      SECOND: That the said amendment has been consented to and authorized by
the holders of a majority of the issued and outstanding stock entitled to vote
by written consent given in accordance with the provisions of Section 228 of the
General Corporation Law of the State of Delaware.

      THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of sections 242 and 228 of the General Corporation Law
of the State of Delaware.

      IN WITNESS WHEREOF, said corporation has caused this Certificate to be
signed by William F. Miller, its President, and attested by Scott W. Roloff, its
Secretary, this 23rd day of November A.D. 1998.

                                                /s/ William F. Miller
                                                ----------------------
                                                President

                                  Attested by   /s/ Scott W. Roloff
                                                -----------------------
                                                Secretary



             CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
                             AND OF REGISTERED AGENT

It is hereby certified that:

      1. The name of the corporation (hereinafter called the "Corporation") is
SPECTRUM ANESTHESIA SERVICES, INC.

      2. The registered office of the Corporation within the State of Delaware
is hereby changed to 9 East Loockerman Street, City of Dover 19901, County of
Kent.

      3. The registered agent of the Corporation within the State of Delaware is
hereby changed to National Registered Agents, Inc., the business office of which
is identical with the registered office of the corporation as hereby changed.

      4. The Corporation has authorized the changes hereinbefore set forth by
resolution of its Board of Directors.

Signed on 3/6, 1998.

                                           SPECTRUM ANESTHESIA SERVICES, INC.

                                           By: /s/ S. Kent Fannon
                                               ---------------------------------
                                               Name:  S. Kent Fannon
                                               Title: Senior Vice President



                          CERTIFICATE OF INCORPORATION

                                       OF

                       SPECTRUM ANESTHESIA SERVICES, INC.

      FIRST: The name of the corporation is Spectrum Anesthesia Services, Inc.

      SECOND: The registered office of the corporation is to be located at 1209
Orange Street, in the City of Wilmington, in the County of New Castle, in the
State of Delaware. The name of its registered agent at that address is The
Corporation Trust Company.

      THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of Delaware.

FOURTH: The corporation shall be authorized to issue 1,000 shares all of which
are to be of one class and with a par value of $1.00 per share.

      FIFTH: The name and mailing address of the incorporator is as follows:



Name                                     Address
- --------------------                     -------------------------------
                                      
Lilly Dorsa                              1101 Market Street
                                         Philadelphia, Pennsylvania  19107


      SIXTH: Elections of directors need not be by written ballot.

      SEVENTH: The original by-laws of the corporation shall be adopted by the
initial incorporator named herein. Thereafter the Board of Directors shall have
the power, in addition to the stockholders, to make, alter, or repeal the
by-laws of the corporation.

      EIGHTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
to be summoned in such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
this corporation an consequence of such compromise or arrangement, the said



compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.

      NINTH: The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders are granted subject to this reservation.

      I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed and that the facts herein stated are true, and
accordingly have hereunto set my hand this 17th day of March, 1997.

                                                 /s/ Lilly Dorsa
                                                 ----------------------------
                                                 Lilly Dorsa
                                                 Incorporator

EX-3.249

                                                                   Exhibit 3.249

                                     BYLAWS

                                       OF

                       SPECTRUM ANESTHESIA SERVICES, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of SPECTRUM ANESTHESIA SERVICES, INC.
(the "Corporation") shall be such registered agent and office as shall from time
to time be established pursuant to the articles of incorporation, as amended
from time to time, of the Corporation (the "Charter") or by resolution of the
Board of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Delaware as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

     2.01. Meetings of Shareholders of the Corporation (the "Shareholders") for
any purpose may be held at such place, within or without the State of Delaware,
as shall be fixed from time to time by the Board, or, if the Board has not so
specified, then at such place as may be fixed by the person or persons calling
the meeting.

     2.02. An annual meeting of the Shareholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Shareholders, a complete
list of the Shareholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Shareholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof; and shall be subject to the inspection of
any Shareholder who may be present.

     2.04. Special meetings of the Shareholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote at the meetings. Business
transacted at all special meetings shall be confined to the objects stated in
the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Shareholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
Shareholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Shareholders, the Shareholders
entitled to vote thereat, present in person or represented by proxy, shall
nevertheless have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At an adjourned session at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Shareholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Shareholders, unless otherwise provided by statute or the Charter. At any
meeting of the Shareholders, every Shareholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Shareholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Shareholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Shareholders entitled to notice of or to vote at a meeting of
Shareholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to


                                       2

such meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.

     2.10. Any action required by statute to be taken at a meeting of the
Shareholders, or any action which may be taken at a meeting of the Shareholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Shareholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Shareholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Shareholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Shareholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Shareholders at the
annual meeting or a special meeting called for that purpose, but no decrease
shall have the effect of shortening the term of an incumbent director. Directors
need not be Shareholders or residents of the State of Delaware. The directors
shall be elected at the annual meeting of the Shareholders, except as
hereinafter provided, and each director elected shall hold office until his or
her successor shall be elected and shall qualify.

     3.03. At any meeting of Shareholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Shareholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Shareholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Shareholders.


                                       3

     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Shareholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Shareholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         EXECUTIVE AND OTHER COMMITTEES

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              MEETINGS OF DIRECTORS

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Delaware.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Shareholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.


                                       4

     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically provided by statute or by the Charter or by these
bylaws. If a quorum shall not be present at any meeting of directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            COMPENSATION OF DIRECTORS

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Shareholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Shareholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Shareholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.


                                       5

                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Shareholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.

     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              CHAIRMAN OF THE BOARD

     5.06. The Chairman of the Board shall preside at all meetings of the
shareholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             CHIEF EXECUTIVE OFFICER

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           VICE-CHAIRMAN OF THE BOARD


                                       6

     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Shareholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  THE PRESIDENT

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an exofficio member of all standing committees of the Board.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Shareholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Shareholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  THE TREASURER

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.

     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.


                                       7

                                  OTHER OFFICES

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Shareholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of Delaware. Each certificate shall be signed by either the President
or any Vice President then in office and by either the Secretary, an Assistant
Secretary, or any Treasurer then in office, and may be sealed with the seal of
the Corporation or a facsimile thereof. If any certificate is countersigned by a
transfer agent, or an assistant transfer agent or registered by a registrar,
other than the Corporation or an employee of the Corporation, the signature of
any such officer of the Corporation may be a facsimile. Whenever the Corporation
shall be authorized to issue more than one class of stock, there shall be (1)
set forth conspicuously upon the face or back of each certificate a full
statement of (a) all of the designations, preferences, limitations, and relative
rights of the shares of each class authorized to be issued and (b) if the
Corporation is authorized to issue any preferred or special class in series, the
variations in the relative rights and preferences of the shares of each series
so far as the same have been fixed and determined and the authority of the Board
to fix and determine the relative rights and preferences of subsequent series;
or (2) stated conspicuously on the face or back of the certificate that (a) such
a statement is set forth in the Charter on file in the office of the Secretary
of State of Delaware and (b) the Corporation will furnish a copy of such
statement to the record holder of the certificate without charge upon request to
the Corporation at its principal place of business or registered office.
Whenever the Corporation by the Charter has limited or denied the preemptive
rights of Shareholders to acquire unissued or treasury shares of the
Corporation, each certificate (1) shall conspicuously set forth upon the face or
back of such certificate a full statement of the limitation or denial of
preemptive rights contained in the Charter, or (2) shall conspicuously state on
the face or back of the certificate that (a) such statement is set forth in the
Charter on file in the office of the Secretary of State of Delaware and (b) the
Corporation will furnish a copy of such statement to the record holder of the
certificate without charge upon request to the Corporation at its principal
place of business or registered office. If any restriction on the transfer or
the registration of the transfer of shares shall be imposed or agreed to by the
Corporation, as permitted by law, each certificate representing shares so
restricted (1) shall conspicuously set forth a full or summary statement of the
restriction on the face of the certificate, or (2) shall set forth such
statement on the back of the certificate and conspicuously refer to the same on
the


                                       8

face of the certificate, or (3) shall conspicuously state on the face or back of
the certificate that such a restriction exists pursuant to a specified document
and (a) that the Corporation will furnish to the record holder of the
certificate without charge upon written request to the corporation at its
principal place of business or registered office a copy of the specified
document, or (b) if such document is one required or permitted to be and has
been filed under the Delaware Corporation Act, that such document is on file in
the office of the Secretary of State of Delaware and contains a full statement
of such restriction.

                                LOST CERTIFICATES

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

                               TRANSFER OF SHARES

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by Delaware law, it shall be the duty of the Corporation or
the transfer agent of the Corporation to register the transfer as requested.

                             REGISTERED SHAREHOLDERS

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Shareholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such


                                       9

purpose for a period of not more than fifty days prior to the payment date of
such dividend. In the absence of any action by the Board, the date upon which
the Board adopts the resolution declaring such dividend shall be the record
date.

                                    RESERVES

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     CHECKS

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       EXECUTION OF CONTRACTS, DEEDS, ETC.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   FISCAL YEAR

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board. Voting of Securities

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent. or attorney-in-fact for the Corporation to attend, vote
and act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 INDEMNIFICATION

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed


                                       10

action, suit, or proceeding, whether civil, criminal, arbitral, administrative,
or investigative, any appeal in such action, suit, or proceeding, and any
inquiry or investigation that could lead to such an action, suit, or proceeding,
because such person is or was a director or officer of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, partner,
venturer, proprietor, trustee, employee, agent, or similar functionary of
another corporation, partnership, joint venture, sole proprietorship, trust,
employee benefit plan, or other enterprise, against judgments, penalties
(including excise and similar taxes), fines, settlements, and reasonable
expenses (including attorneys' fees) actually incurred by such person in
connection with such action, suit, or proceeding. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a presumption
that an individual did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.

          (b) Subject to any limitation which may be contained in the Charter,
the Corporation shall, to the full extent permitted by law, pay or reimburse on
a current basis the expenses incurred by any person described in subsection (a)
of this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief that he has met
the standard of conduct necessary for indemnification and (ii) a written
undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

          (c) If required by law at the time such payment is made, any payment
of indemnification or advance of expenses to a director shall be reported in
writing to the shareholders with or before the notice or waiver of notice of the
next Shareholder's meeting or with or before the next submission to Shareholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

          (d) The Corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
Corporation or who is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary, of another foreign or domestic corporation, partnership,
joint venture, sole proprietorship, trust, employee benefit plan, or other
enterprise, against any liability asserted against him and incurred by him in
such a capacity or arising out of his status as such a person, whether or not
the corporation would have the power to indemnify him against that liability
under this article, subject to any restrictions imposed by law. The Corporation
may create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

          (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Shareholders or
directors of the Corporation, an agreement or


                                       11

otherwise, and shall continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person. The rights provided in this
Section 7.07 shall be deemed to be provided by a contract between the
Corporation and the individuals who serve in the capacities described in
subsection (a) hereof at any time while these bylaws are in effect, and no
repeal or modification of this Section 7.07 by the Shareholders shall adversely
affect any right of any person otherwise entitled to indemnification by virtue
of this Section 7.07 at the time of such repeal or modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1) the Charter or statute reserves the power exclusively to the
     Shareholders in whole or part; or

          (2) the Shareholders in amending, repealing or adopting a particular
     bylaw expressly provide that the Board may not amend or repeal such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Shareholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Shareholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                       12

                                     BY-LAWS

                                       OF

                       SPECTRUM ANESTHESIA SERVICES, INC.

                     Incorporated under the laws of Delaware

                                 * * * * * * * *

     Section 1. Offices: In addition to its principal or registered office in
this state, the corporation may have offices at such other places within or
without this state as the Board of Directors shall from time to time determine.

     Section 2. Stockholders Meetings: Meetings of the stockholders may be held
at such place or places within or without this state as may be determined by the
Board of Directors, unless otherwise specifically required by law. The annual
meeting of the stockholders for the election of directors shall be held on such
date and at such time as designated by duly adopted resolution of the Board of
Directors or stockholders. Subject to specific requirements of law, special
meetings of the stockholders may be held upon call of the President, any Vice
President, or the Board of Directors. Such call shall state the time, place and
purpose of the meeting. Notice of the time and place of every meeting of
stockholders shall be mailed by the Secretary or the officer performing his
duties, at least ten days before the meeting, to each stockholder of record
having voting power and entitled to such notice at his last known post office
address; provided, however, that if a stockholder be present at a meeting, or in
writing waive notice thereof before or after the meeting, notice of the meeting
to such stockholder shall be unnecessary. The holders of a majority of the
shares of stock having voting power present in person or by proxy shall
constitute a quorum. Each holder of stock shall be entitled at every meeting of
the stockholders to one vote for each share of such stock registered in his name
on the books of the corporation. At all meetings of stockholders, except as
otherwise required by law, by the Certificate of Incorporation, or by other
provisions of these by-laws, all matters shall be decided by the vote of the
holders of a majority of all the stock present or represented at the meeting and
entitled to vote thereat. If required by statute, at least ten days before each
election of directors a complete list of the stockholders entitled to vote at
the election shall be prepared and shall be open at a place within the city
where the election is to be held and shall, during the usual hours of business,
for said ten days, and during the election, be open to the examination of any
stockholder.

     Section 3. Stockholders Consent Action: Any action required or permitted to
be taken by the stockholders at a meeting thereof (including limitation at the
annual meeting) may be taken without a meeting if all the stockholders consent
thereto in writing, and if such written consent action is filed with the minutes
of proceedings of the stockholders. Requirements of law, of the Certificate of
Incorporation, or of these by-laws with respect to notices of meetings, waivers
of such notices, availability of stockholders lists, and similar requirements,
shall be deemed to have been waived by the stockholders with respect to any such
written consent action, as evidenced by execution of same by each such
stockholder.


                                       13

     Section 4. Board of Directors: The affairs of the corporation shall be
managed by a board consisting of one or more directors, who shall be elected
annually by the stockholders entitled to vote and shall hold office until their
successors are elected and qualified. The authorized number of directors shall
be set from time to time by resolution of the Board of Directors. Any director
may be removed by a majority of the directors at any meeting of the Board of
Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability
to act. Vacancies in the Board of Directors and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors remaining in office, even though less than a
quorum, subject to the applicable provisions of laws. Vacancies may also be
filled at any time through election of directors at a special meeting of
stockholders. Meetings of the Board of Directors shall be held at the times
fixed by resolutions of the Board or upon call of the President or any two
directors and may be held outside of this state. The Secretary or officer
performing his duties shall give reasonable notice (which need not in any event
exceed two days) of all meetings of directors, provided that a meeting may be
held without notice immediately after the annual election, and notice need not
be given of regular meetings held at times fixed by resolutions of the Board.
Meetings may be held at any time without notice if all the directors are present
or if those not present waive notice either before or after the meeting. Notice
by mail or telegraph to the usual business or residence address of the directors
not less than the time above specified before the meeting shall be sufficient. A
majority of the directors shall constitute a quorum.

     Section 5. Directors Consent Action: Any action required or permitted to be
taken by the directors at a meeting thereof may be taken without a meeting if
all directors consent thereto in writing, and if such written consent action is
filed with the minutes of proceedings of the directors. Requirements of law, of
the Certificate of Incorporation, of these by-laws with respect to notices of
meetings and waivers thereof shall be deemed to have been complied with upon the
execution of any such written consent action.

     Section 6. Stock: Certificates of stock shall be of such form and device as
the Board of Directors may determine and shall be signed by the President or any
Vice President and the Treasurer or any Assistant Treasurer or the Secretary or
any Assistant Secretary. The stock shall be transferable or assignable only on
the books of the corporation by the holders in person or by attorney on the
surrender of the certificates therefor.

     Section 7. Officers: The Board of Directors shall appoint a President, one
or more Vice Presidents, a Secretary and a Treasurer, and shall from time to
time appoint such other officers as they may deem proper. The term of office of
all officers shall be until their respective successors are chosen and
qualified, but any officer may be removed from office at any time by the Board
of Directors without cause assigned. The officers shall have such duties as
usually pertain to their offices except as modified by the Board of Directors,
and shall also have such powers and duties as may from time to time be conferred
upon them by the Board of Directors.

     Section 8. Fiscal Year: The fiscal year of the corporation shall end on the
Friday nearest September 30.


                                       14

     Section 9. Corporate Seal: The corporate seal of the corporation shall be
in such form as the Board of Directors shall prescribe.

     Section 10. Amendments: Except as otherwise provided by law either the
Board of Directors or the stockholders may alter or amend these by-laws at any
meeting duly held as above provided.


                                       15

EX-3.250

                                                                   Exhibit 3.250

                            ARTICLES OF ORGANIZATION
                                       OF
                         CAPITAL EQUITY ASSOCIATES, LLC

          The undersigned, acting as the sole organizer of a limited liability
company under the Maryland Limited Liability Company Act (the "Act"), does
hereby adopt the following Articles of Organization for Capital Equity
Associates, LLC (the "Company"):

                                   ARTICLE ONE

          The name of the Company is Capital Equity Associates, LLC.

                                  ARTICLE TWO

          The period of duration of the Company is twenty years from the date of
filing these Articles with the Maryland Department of Assessments and Taxation
or until the earlier dissolution of the Company in accordance with the
provisions of its regulations.

                                 ARTICLE THREE

          The purpose for which the Company is organized is the transaction of
any or all lawful business for which limited liability companies may be
organized under the Act.

                                  ARTICLE FOUR

          The principal place of business of the Company in the State of
Maryland is 575 Main Street, Suite 355, Laurel, Maryland 20707.

                                  ARTICLE FIVE

          The name of the initial registered agent of the Company in the State
of Maryland is CSC-Lawyers Incorporating Service Company, and the address of
such initial registered office is Suite 9E, 11 E. Chase Street, Baltimore,
Maryland 21202.

                                   ARTICLE SIX

          The Company is to be managed by one or more managers. The number of
initial managers, who shall serve as managers until the first annual meeting of
members of the Company or until their successors are duly appointed, shall be
three. The names and addresses of such initial managers shall be as follows:

          Leonard M. Riggs, Jr., M.D.   1717 Main Street, Suite 5200
                                        Dallas, Texas 75201

          William F. Miller, III        1717 Main Street, Suite 5200
                                        Dallas, Texas 75201



          Gary W. Cage                  1717 Main Street, Suite 5200
                                        Dallas, Texas 75201

                                 ARTICLE SEVEN

          No member shall have a preemptive right to acquire any membership
interests or securities of any class that may at any time be issued, sold or
offered for sale by the Company.

                                 ARTICLE EIGHT

          The right of members to cumulative voting in the election of managers
is expressly prohibited.

                                  ARTICLE NINE

          The authority of members to act for the Company solely be virtue of
their being members shall be limited as follows: (i) no member of the Company
shall be an agent of the Company solely by virtue of being a member, and no
member has authority to act for the Company solely by virtue of being a member,
and (ii) each person dealing with a member is presumed to have knowledge that
the member has no authority to act for the Company solely by virtue of being a
member.

                                  ARTICLE TEN

          A manager of the Company shall not be liable to the Company or its
members for monetary damages for an act or omission in the manager's capacity as
a manager, except that this Article Ten does not eliminate or limit the
liability of a manager to the extent the manager is found liable for (i) a
breach of the manager's duty of loyalty to the Company or its members; (ii) an
act or omission not in good faith that constitutes a breach of duty of the
manager to the Company or an act or omission that involves intentional
misconduct or a knowing violation of the law; (iii) a transaction from which the
manager received an improper benefit, whether or not the benefit resulted from
an action taken within the scope of the manager's office; or (iv) an act or
omission for which the liability of a manager is expressly provided by an
applicable statute. Any repeal or amendment of this Article Ten by the members
of the Company shall be prospective only and shall not adversely affect any
limitation on the liability of a manager of the Company existing at the time of
such repeal or amendment. In addition to the circumstances in which the manager
of the Company is not liable as set forth in the preceding sentences, the
manager shall not be liable to the fullest extent permitted by any provision of
the statutes of Maryland hereafter enacted that further limits the liability of
a manager or of a director of a corporation.

                          [SIGNATURE ON THE NEXT PAGE]



          IN WITNESS WHEREOF, these Articles of Organization have been executed
on February 15, 1995, by the undersigned.

                                        SOLE ORGANIZER


                                        /s/ Gary W. Cage
                                        ----------------------------------------
                                        Gary W. Cage
                                        1717 Main Street, Suite 5200
                                        Dallas, Texas 75201



                               ARTICLES OF MERGER
                                     MERGING
                       CAPITAL EMERGENCY ASSOCIATES, P.A.
                                      INTO
                         CAPITAL EQUITY ASSOCIATES, LLC

          Pursuant to the Maryland General Corporation Law, the undersigned
officers of Capital Emergency Associates, P.A. ("Capital"), and Capital Equity
Associates, LLC ("LLC"), hereby certify as follows:

          FIRST: Capital, a professional service corporation organized under the
laws of the State of Maryland, has its principal office in Prince George's
County, Maryland. LLC, a limited liability company organized under the laws of
the State of Maryland, has its principal office in Prince George's County,
Maryland. Neither Capital nor LLC owns any land in Maryland.

          SECOND: Capital has authority to issue 8500 shares of stock,
consisting of 1000 shares of Class A Common Stock, no par value per share, 5000
shares of Class B Common Stock, no par value per share, and 2500 shares of Class
C Common Stock, no par value per share. A total of 800 shares of Class A Common
Stock, 4030 shares of Class B Common Stock, and 2,400 shares of Class C Common
Stock are issued and outstanding.

          THIRD: LLC's members are EmCare Holdings Inc., a Delaware corporation
("Holdings"), and EmCare, Inc., a Delaware corporation ("EmCare"), which hold
99% and 1% interests in LLC, respectively.

          FOURTH: LLC. Holdings, Capital and certain of Capital's stockholders
have entered into an Agreement and Plan of Merger dated as of February 24, 1995
(the "Merger Agreement") providing for the merger of Capital with and into LLC
(the "Merger"). Following the Merger, LLC will continue as the surviving entity
(the "Surviving Company"), and the separate corporate existence of Capital will
cease. The Merger will become effective upon the filing of these Articles of
Merger with the Department of Assessments and Taxation (the "Effective Time"). A
copy of the Merger Agreement is attached hereto as Exhibit A.

          FIFTH: The Merger will be completed as set forth in accordance with
the terms and conditions of the Merger Agreement and will have the following
effects, among others:

               (a) Upon the Effective Time, all the properties, rights,
privileges, powers and franchises of Capital and LLC shall vest in the Surviving
Company, and all debts, liabilities and duties of Capital and LLC shall become
the debts, liabilities and duties of the Surviving Company.

               (b) Upon the Effective Time, the Articles of Organization and the
Operating Agreement of LLC shall be the Articles of Organization and Operating
Agreement of the Surviving Company, except that the Articles of Organization are
hereby amended to change the name of LLC to "Capital Emergency Associates, LLC."



               (c) Upon the Effective Time, the members of LLC will be the
members of the Surviving Company and will hold the same percentage interests in
the Surviving Company that they hold in LLC.

               (d) Subject to certain allocations in the Merger Agreement, upon
the Effective Time, the Class A Common Shares, Class B Common Shares, and the
Class C Common Shares of Capital issued and outstanding immediately prior to the
Effective Time will, by virtue of the Merger, be converted into the right to
receive aggregate consideration, consisting of $5,200,000 in cash, 433,333
shares of Common Stock of Holdings, and certain deferred and performance
payments, as provided in the Merger Agreement.

          SIXTH: The terms and conditions of the Merger set forth in these
Articles of Merger and the Merger Agreement have been advised, authorized and
approved by each of LLC and Capital as follows:

               (a) by the unanimous written consent of the members of LLC, in
accordance with LLC's Operating Agreement and the laws of the State of Maryland;

               (b) by the unanimous vote of the members of the Board of
Directors of Capital at a duly constituted meeting, and by the unanimous vote of
the shareholders of Capital at a duly constituted meeting, in accordance with
Capital's By-laws and Articles of Incorporation and the laws of the State of
Maryland.

                                    *   *   *



          IN WITNESS WHEREOF, the undersigned, hereby acknowledge and verify
under oath the matters and facts set forth above, and execute these Articles of
Merger as of February 28, 1995.

ATTEST:                                 CAPITAL EMERGENCY ASSOCIATES, P.A.


/s/ X                                   By: /s/ Steven Remsen
- -------------------------------------       ------------------------------------
Secretary                                   Steven Remsen
                                            President


ATTEST:                                 CAPITAL EQUITY ASSOCIATES, LLC


/s/ X                                   By: /s/ William F. Miller
- -------------------------------------       ------------------------------------
Secretary                                   William F. Miller
                                            President

EX-3.251

                                                                   Exhibit 3.251

                               OPERATING AGREEMENT

                                       OF

                         Capital Equity Associates, LLC,
                      a Maryland Limited Liability Company

                             As of February 17, 1995



                                    CONTENTS

                                                                            
SECTION 1  THE COMPANY - FORMATION AND PURPOSE.............................    1
   1.1     Formation ......................................................    1
   1.2     Name ...........................................................    1
   1.3     Governing Law ..................................................    1
   1.4     Defined Terms ..................................................    2
   1.5     Purpose and Powers .............................................    2

SECTION 2  MEMBERS - STATUS, RIGHTS AND OBLIGATIONS .......................    2
   2.1     Members ........................................................    2
   2.2     Membership Interests ...........................................    2
   2.3     Interests Freely Transferable ..................................    2
   2.4     Admission of Members ...........................................    2

SECTION 3  MANAGEMENT OF THE COMPANY ......................................    2
   3.1     Management by Managers .........................................    2
   3.2     Actions by Managers; Committees; Delegation of Authority and
           Duties .........................................................    3
   3.3     Number and Term of Office ......................................    3
   3.4     Vacancies; Removal; Resignation ................................    3
   3.5     Meetings .......................................................    3
   3.6     Approval or Ratification of Acts or Contracts by Members .......    4
   3.7     Action by Written Consent or Telephone Conference ..............    4
   3.8     Compensation ...................................................    5
   3.9     Conflicts of Interest ..........................................    5
   3.10    Officers .......................................................    5




                                      -ii-



                                                                           
   3.11    Third Parties ..................................................    6

SECTION 4  MEETINGS OF MEMBERS ............................................    6
   4.1     Meetings .......................................................    6
   4.2     Proxies ........................................................    7
   4.3     Conduct of Meetings ............................................    7
   4.4     Action by Written Consent or Telephone Conference ..............    7

SECTION 5  PAYMENT OBLIGATIONS OF MEMBERS .................................    8
   5.1     Payment For Membership Interest ................................    8
   5.2     No Interest Upon Payments ......................................    8
   5.3     Loans Not to be Treated as Capital Contributions ...............    9
   5.4     Limited Liability ..............................................    9

SECTION 6  DISTRIBUTIONS ..................................................    9
   6.1     Distributions ..................................................    9

SECTION 7  FEDERAL AND STATE TAX MATTERS ..................................    9
   7.1     Taxation as Corporation ........................................    9

SECTION 8  TERM AND TERMINATION OF THE COMPANY ............................    9
   8.1     Term of the Company ............................................    9
   8.2     Events of Termination ..........................................    9
   8.3     Conclusion of Affairs ..........................................    9
   8.4     Conclusion of Affairs ..........................................   10
   8.5     Liquidating Distributions ......................................   10
   8.6     Termination ....................................................   11




                                      -iii-



                                                                           
SECTION 9  ASSIGNMENTS AND THE ADDITION, SUBSTITUTION AND WITHDRAWAL OF
           MEMBERS ........................................................   11
   9.1     No Restrictions on Transfers ...................................   11
   9.2     General Assignment Provisions ..................................   11

SECTION 10 INDEMNIFICATION ................................................   11
   10.1    Right to Indemnification .......................................   11
   10.2    Advance Payment ................................................   12
   10.3    Indemnification of Employees and Agents ........................   12
   10.4    Appearance as a Witness ........................................   12
   10.5    Nonexclusivity of Rights .......................................   13
   10.6    Insurance ......................................................   13
   10.7    Member Notification ............................................   13
   10.8    Savings Clause .................................................   13

SECTION 11 ADMINISTRATIVE PROVISIONS ......................................   13
   11.1    Principal Office ...............................................   13
   11.2    Bank Accounts ..................................................   14
   11.3    Notices ........................................................   14

SECTION 12 MISCELLANEOUS PROVISIONS .......................................   14
   12.1    Entire Agreement ...............................................   14
   12.2    Amendment ......................................................   15
   12.3    Interpretation .................................................   15
   12.4    Severability ...................................................   15
   12.5    Burden and Benefit .............................................   15
   12.6    Further Assurances .............................................   15
   12.7    Counterparts ...................................................   15




                                      -iv-



                              OPERATING AGREEMENT
                                       OF

                         Capital Equity Associates, LLC,
                      a Maryland limited liability company

          This Operating Agreement (the "Agreement") of Capital Equity
Associates, LLC, a Maryland limited liability company (the "Company"), is made
and effective as of the ____ day of __, 1995 by and between EMCARE HOLDINGS
INC., a Delaware corporation ("Holdings") and EMCARE, INC., a Delaware
corporation ("EmCare"). Holdings and EmCare may be referred to herein
individually as a "Member" and collectively as the "Members."

SECTION 1
THE COMPANY - FORMATION AND PURPOSE

     1.1 Formation.

          In consideration of the mutual covenants and agreements contained
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, each of the Members of the Company hereby:

               (i) acknowledges the formation of the Company as a limited
liability company pursuant to the Maryland Limited Liability Company Act, Md.
Corps. & Ass'ns Code Ann., Tit. 4A (the "Act") by virtue of Articles of
Organization (the "Articles") filed on, 1995, with the Maryland State Department
of Assessments and Taxation by Leonard M. Riggs, Jr., as organizer;

               (ii) confirms and agrees to its status as a Member and subscribes
for the acquisition of a Membership Interest, as that term is defined herein,
upon the terms and conditions set forth in this Agreement; and

               (iii) executes and adopts this Agreement as the Operating
Agreement of the Company pursuant to Section 4A-402 of the Act.

     1.2 Name.

          The name of the limited liability company shall be "Capital Equity
Associates, LLC."

     1.3 Governing Law.

          This Agreement and all questions with respect to the rights and
obligations of the Members, the construction, enforcement and interpretation
hereof, and the formation, administration and termination of the Company shall
be governed by the provisions of the Act and the law of the State of Maryland.


                                       -1-



     1.4 Defined Terms.

          Except as otherwise specified or when the context may otherwise
require, all capitalized terms used in this Agreement shall have the meanings
specified in the Section where such capitalized term is first used.

     1.5 Purpose and Powers.

          The Company has the purpose of engaging in any lawful business
permitted by the law of the State of Maryland, without limitation.

SECTION 2
MEMBERS - STATUS, RIGHTS AND OBLIGATIONS

     2.1 Members.

          The Members of the Company on the date hereof are Holdings and EmCare
and the business and notice address of each such Member are set forth on Exhibit
A hereto.

     2.2 Membership Interests.

          The Members agree that each Member's ownership interest in the
Company, hereinafter referred to generally as a "Membership Interest," shall be
as set forth on Exhibit A hereto, as such Exhibit A may be amended from time to
time.

     2.3 Interests Freed Transferable.

          Membership Interests shall be freely transferable, subject to Section
9.1 hereof.

     2.4 Admission of Members.

          Additional Members shall be admitted to the Company effective upon
such additional Member's acquisition of a Membership Interest.

SECTION 3
MANAGEMENT OF THE COMPANY

     3.1 Management by Managers.

          (a) Except to the extent the approval of the Members is required by
this Agreement or by nonwaivable provisions of applicable law, and subject to
Section 3.2, (i) the powers of the Company shall be exercised by or under the
authority of, and the business and affairs of the Company shall be managed under
the direction of, one or more Managers (the "Managers"); and (ii) the Managers
may make all decisions and take all actions for the Company not otherwise
provided for in this Agreement, including, without limitation, the right, power
and


                                       -2-



authority on behalf of the Company to exercise all of the rights, powers and
authority of the Company under the Act.

          (b) The Members shall not take part in the arrangement of the business
of the Company nor transact any business for the Company in their capacity as
Members, nor shall they have the power to sign for or to bind the Company.

     3.2 Actions by Manager; Committees; Delegation of Authority and Duties.

          (a) In managing the business and affairs of the Company and exercising
its powers, the Managers shall act (i) collectively through meetings and written
consents pursuant to Sections 3.5 and 3.7 and (ii) through committees pursuant
to Section 3.2(b). No Manager shall otherwise have authority to act for or in
the name of the Company.

          (b) The Managers, if more than one, may, from time to time, designate
one or more committees, each of which shall be comprised of two or more
Managers. Any such committee, to the extent provided in such resolution or in
the Articles or these Regulations, shall have and may exercise all of the
authority of the Managers, subject to the limitations set forth in the Act. At
every meeting of any such committee, the presence of a majority of all the
members thereof shall constitute a quorum, and the affirmative vote of a
majority of the members present shall be for the adoption of any resolution. The
Managers may dissolve any committee at any time, unless otherwise provided in
the Articles or this Agreement.

     3.3 Number and Term of Office.

          The initial number of Managers of the Company shall be three, which
shall be the Managers named in the Articles of Organization. Each Manager shall
hold office for a term of one year and thereafter until his successor shall have
been appointed and qualified, or until his earlier death, resignation or
removal. Managers need not be Members or residents of the State of Maryland.
Managers shall be elected by the Members pursuant to a meeting or by written
consent pursuant to Section 4.4. The number of Managers may be changed by a duly
adopted resolution of either the Members or the Managers.

     3.4 Vacancies; Removal; Resignation.

          If any vacancies occur in the Managers, the Managers then in office,
though less than a quorum, may elect a successor or successors, or the Members
may elect a successor or successors. Any Manager may be removed, with or without
cause, by a majority of the Membership Interests. Any Manager may resign at any
time. Such resignation shall be made in writing and shall take effect at the
time specified therein, or if no time be specified, at the time of its receipt
by the Company. The acceptance of a resignation shall not be necessary to make
it effective, unless expressly so provided in the resignation.

     3.5 Meetings.


                                       -3-



          (a) Unless otherwise required by law or provided in the Articles or
this Agreement, a majority of the Managers shall constitute a quorum for the
transaction of business of the Managers, and the act of a majority of the
Managers present at a meeting at which a quorum is present shall be the act of
the Managers. A Manager who is present at a meeting of the Managers at which
action on any Company matter is taken shall be presumed to have assented to the
action unless his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such action with the person acting
as secretary of the meeting before the adjournment thereof. Such right to
dissent shall not apply to a Manager who voted in favor of such action.

          (b) Meetings of the Managers may be held at such place or places as
shall be determined from time to time by resolution of the Managers. At all
meetings of the Managers, business shall be transacted in such order as shall
from time to time be determined by resolution of the Managers. Attendance of a
Manager at a meeting shall constitute a waiver of notice of such meeting, except
where a Manager attends a meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

          (c) In connection with any annual meeting of Members at which Managers
were appointed, the Managers may, if a quorum is present, hold its first meeting
for the transaction of business immediately after and at the same place as such
annual meeting of the Members. Notice of such meeting at such time and place
shall not be required.

          (d) Regular meetings of the Managers shall be held at such times and
places as shall be designated from time to time by resolution of the Managers.
Notice of such regular meetings shall not be required.

          (e) Special meetings of the Managers may be called by any Manager on
at least 48 hours' notice to each other Manager. Such notice need not state the
purpose or purposes of, nor the business to be transacted at, such meeting,
except as may otherwise be required by law or provided for by the Articles or
this Agreement.

     3.6 Approval or Ratification of Acts or Contracts by Members.

          The Managers in their discretion may submit any act or contract for
approval or ratification at any annual meeting of the Members, or at any special
meeting of the Members called for the purpose of considering any such act or
contract.

     3.7 Action by Written Consent or Telephone Conference.

          Any action permitted or required by the Act, the Articles or this
Agreement to be taken at a meeting of the Managers or any committee designated
by the Managers may be taken without a meeting if a consent in writing, setting
forth the action to be taken, is signed by all the Managers or members of such
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting and may be stated as such in any document or
instrument filed with the Maryland State Department of Assessments and Taxation,
and the execution of such consent shall constitute attendance or presence in
person at a meeting of the


                                      -4-



Managers or any such committee, as the case may be. Subject to the requirements
of the Act, the Articles or this Agreement for notice of meetings, unless
otherwise restricted by the Articles, Managers, or members of any committee
designated by the Managers, may participate in and hold a meeting of the
Managers or any committee of Managers, as the case may be, by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in
such meeting shall constitute attendance and presence in person at such meeting,
except where a person participates in the meeting for the express purpose of
objecting to the transaction of any business on the ground that the meeting is
not lawfully called or convened.

     3.8 Compensation.

          The Managers shall receive such compensation, if any, for their
services as may be designated from time to time by the Managers. In addition,
the Managers shall be entitled to be reimbursed for out-of-pocket costs and
expenses incurred in the course of their service hereunder.

     3.9 Conflicts of Interest.

          Subject to the other express provisions of this Agreement, each
Manager, Member and officer of the Company at any time and from time to time may
engage in and possess interests in other business ventures of any and every type
and description, independently or with others, including ones in competition
with the Company, with no obligation to offer to the Company or any other
Member, Manager or officer the right to participate therein. The Company may
transact business with any Manager, Member, officer or affiliate thereof,
provided the terms of those transactions are no less favorable than those the
Company could obtain from unrelated third parties and are approved in accordance
with Section 3.5(a).

     3.10 Officers.

          (a) The Managers shall, from time to time, designate one or more
Persons to be Chairman, President, Vice President, Treasurer and Secretary of
the Company and may, from time to time, designate one or more Persons to be
other officers of the Company. No officer need be a resident of the State of
Maryland, a Member or a Manager. The Chairman, President, Vice President, and
Secretary shall be subject to the control of the Managers. In addition, all
officers shall have such authority and perform such duties as the Managers may,
from time to time, delegate to them. The Managers may assign titles to
particular officers. Unless the Managers decide otherwise, if the title is one
commonly used for officers of a business corporation formed under the Maryland
General Corporation Law, the assignment of such title shall constitute the
delegation to such officer of the authority and duties that are normally
associated with that office, subject to any specific delegation of authority and
duties made to such officer by the Managers. Each officer shall hold office
until his successor shall be duly designated and shall qualify or until his
death or until he shall resign or shall have been removed in the manner provided
in this Agreement. Any number of offices may be held by the same person. The
salaries or other compensation, if any, of the officers of the Company shall be
fixed from time to time by the Managers.


                                      -5-



          (b) Any officer may resign as such at any time. Such resignation shall
be made in writing and shall take effect at the time specified therein, or if no
time be specified, at the time of its receipt by the Managers. The acceptance of
a resignation shall not be necessary to make it effective, unless expressly so
provided in the resignation. Any officer may be removed as such, either with or
without cause, by the Managers whenever in their judgment the best interests of
the Company will be served thereby; provided, however, that such removal shall
be without prejudice to the contract rights, if any, of the person so removed.
Designation of an officer shall not of itself create contract rights. Any
vacancy occurring in any office of the Company (other than Manager) may be
filled by the Managers.

     3.11 Third Parties.

          Any Person dealing with the Company, other than a Member, may rely on
the authority of any officer in taking any action in the name of the Company
without inquiry into the provisions of this Agreement or compliance herewith,
regardless of whether that action actually is taken in accordance with the
provisions of this Agreement.

SECTION 4
MEETINGS OF MEMBERS

     4.1 Meetings.

          (a) A quorum shall be present at a meeting of Members if the holders
of a majority of the Membership Interests are represented at the meeting in
person or by proxy. With respect to any matter, other than a matter for which
the affirmative vote of the holders of a specified portion of the Membership
Interests of all Members entitled to vote is required by the Act, the
affirmative vote of a majority of the Membership Interests at a meeting of
Members at which a quorum is present shall be the act of the Members.

          (b) All meetings of the Members shall be held at the principal place
of business of the Company or at such other place within or without the State of
Maryland as shall be specified or fixed in the notices or waivers of notice
thereof.

          (c) Notwithstanding the other provisions of the Articles or this
Agreement, the chairman of the meeting or the holders of a majority of the
Membership Interests shall have the power to adjourn such meeting from time to
time, without any notice other than announcement at the meeting of the time and
place of the holding of the adjourned meeting. If such meeting is adjourned by
the Members, such time and place shall be determined by a vote of the holders of
a majority of the Membership Interests. Upon the resumption of such adjourned
meeting, any business may be transacted that might have been transacted at the
meeting as originally called.

          (d) An annual meeting of the Members, for the appointment of the
Managers and for the transaction of such other business as may properly come
before the meeting, shall be held at such place, within or without the State of
Maryland, on such date and at such time as the


                                      -6-



Managers shall fix and set forth in the notice of the meeting, which date shall
be within 13 months subsequent to the date of organization of the Company or the
last annual meeting of Members, whichever most recently occurred.

          (e) Special meetings of the Members for any proper purpose or purposes
may be called at any time by a Manager or the holders of at least ten percent of
the Membership Interests of all Members. If not otherwise stated in or fixed in
accordance with the remaining provisions hereof, the record date for determining
Members entitled to call a special meeting is the date any Member first signs
the notice of that meeting. Only business within the purpose or purposes
described in the notice (or waiver thereof) required by this Agreement may be
conducted at a special meeting of the Members.

          (f) Written or printed notice stating the place, day and hour of the
meeting and, in the case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than ten (10) nor more than
sixty (60) days before the date of the meeting, either personally, by mail or by
facsimile transmission, by or at the direction of the Managers or person calling
the meeting, to each Member entitled to vote at such meeting. Any such notice
shall be deemed to be delivered when hand-delivered, when transmitted by
facsimile transmission or, if mailed, when deposited in the United States mail,
addressed to the Member at his address as provided for in Section 10.3, with
postage thereon prepaid.

          (g) The date on which notice of a meeting of Members is mailed or
delivered or the date on which the resolution of the Managers declaring a
distribution is adopted, as the case may be, shall be the record date for the
determination of the Members entitled to notice of or to vote at such meeting,
including any adjournment thereof, or the Members entitled to receive such
distribution.

     4.2 Proxies.

          A Member may vote either in person or by proxy executed in writing by
the Member. A telecopy, telegram, telex, cablegram or similar transmission by
the Member, including a photographic, photostatic, facsimile or similar
reproduction of a writing executed by the Member, shall be treated as an
execution in writing for purposes of this Section 4.2. Proxies for use at any
meeting of Members or in connection with the taking of any action by written
consent shall be filed with the Managers, before or at the time of the meeting
or execution of the written consent, as the case may be. All proxies shall be
received and taken charge of and all ballots shall be received and canvassed by
the Managers, who shall decide all questions touching upon the qualification of
voters, the validity of the proxies, and the acceptance or rejection of votes,
unless an inspector or inspectors shall have been appointed by the chairman of
the meeting, in which event such inspector or inspectors shall decide all such
questions. No proxy shall be valid after 11 months from the date of its
execution unless otherwise provided in the proxy. A proxy shall be revocable
unless the proxy form conspicuously states that the proxy is irrevocable and the
proxy is coupled with an interest. Should a proxy designate two or more persons
to act as proxies, unless that instrument shall provide to the contrary, a
majority of such persons present at any meeting at which their powers thereunder
are to be exercised shall have and may exercise all the powers of voting or
giving consents thereby conferred, or if only one be


                                      -7-



present, then such powers may be exercised by that one; or, if an even number
attend and a majority do not agree on any particular issue, the Company shall
not be required to recognize such proxy with respect to such issue if such proxy
does not specify how the Membership Interests that are the subject of such proxy
are to be voted with respect to such issue.

     4.3 Conduct of Meetings.

          All meetings of the Members shall be presided over by the chairman of
the meeting, who shall be a Manager (or representative thereof) designated by
the Managers. The chairman of any meeting of Members shall determine the order
of business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seem to him in order.

     4.4 Action by Written Consent or Telephone Conference.

          (a) Any action required or permitted to be taken at any annual or
special meeting of Members may be taken without a meeting, without prior notice,
and without a vote, if a consent or consents in writing, setting forth the
action so taken, shall be signed by the holder or holders of not less than the
minimum Membership Interests that would be necessary to take such action at a
meeting at which the holders of all Membership Interests entitled to vote on the
action were present and voted. Every written consent shall bear the date of
signature of each Member who signs the consent. No written consent shall be
effective to take the action that is the subject to the consent unless, within
60 days after the date of the earliest dated consent delivered to the Company in
the manner required by this Section 4.4, a consent or consents signed by the
holder or holders of not less than the minimum Membership Interests that would
be necessary to take the action that is the subject of the consent are delivered
to the Company by delivery to its registered office, its principal place of
business, or the Managers. Delivery shall be by hand, facsimile transmission or
certified or registered mail, return receipt requested. Delivery to the
Company's principal place of business shall be addressed to the Managers. A
telecopy, telegram, telex, cablegram or similar transmission by a Member,
including a photographic, photostatic, facsimile or similar reproduction of a
writing signed by a Member, shall be regarded as signed by the Member for
purposes of this Section. Prompt notice of the taking of any action by Members
without a meeting by less than unanimous written consent shall be given to those
Members who did not consent in writing to the action.

          (b) The record date for determining Members entitled to consent to
action in writing without a meeting shall be the first date on which a signed
written consent setting forth the action taken or proposed to be taken is
delivered to the Company by delivery to its registered office, its principal
place of business, or the Managers. Delivery shall be by hand, by facsimile
transmission, or by certified or registered mail, return receipt requested.
Delivery to the Company's principal place of business shall be addressed to the
Managers.

          (c) If any action by Members is taken by written consent, any articles
or documents filed with the State Department of Assessments and Taxation as a
result of the taking of the action shall state, in lieu of any statement
required by the Act concerning any vote of


                                      -8-



Members, that written consent has been given in accordance with the provisions
of the Act and that any written notice required by the Act has been given.

          (d) Members may participate in and hold a meeting by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in
such meeting shall constitute attendance and presence in person at such meeting,
except where a person participates in the meeting for the express purpose of
objecting to the action of any business on the ground that the meeting is not
lawfully called or convened.

SECTION 5
PAYMENT OBLIGATIONS OF MEMBERS

     5.1 Payment For Membership Interest.

          The amount paid by each Member for its Membership Interest is set
forth on Exhibit A hereto.

     5.2 No Interest Upon Payments.

          No Member shall be entitled to interest on its capital contributions.

     5.3 Loans Not Treated as Capital Contributions.

          Loans by any Member to the Company shall not be considered capital
contributions of the lending Member.

     5.4 Limited Liability.

          Except for the payment described in Section 5.1 hereof, no Member
shall be required under any circumstances to contribute or lend any money or
property to the Company or otherwise be liable for any debts or obligations of
the Company.

SECTION 6
DISTRIBUTIONS

     6.1 Distributions.

          The Company shall make such distributions as the Manager in his sole
discretion shall determine, subject to Section 4A-503 of the Act. All Members
shall share in all distributions pro rata in accordance with their relative
Membership Interests.

SECTION 7
FEDERAL AND STATE TAX MATTERS

     7.1 Taxation as Corporation.


                                      -9-



          The Members intend that the Company shall be taxed as a corporation
for federal and state income tax purposes.

SECTION 8
TERM AND TERMINATION OF THE COMPANY

     8.1 Term of the Company.

          The term of the Company shall commence upon filing of Articles of
Organization with the Maryland State Department of Assessments and Taxation and
shall continue until the date that is twenty (20) years from such filing, unless
sooner dissolved and terminated as provided in this Agreement.

     8.2 Events of Termination.

          The Company shall be dissolved upon the occurrence of any of the
following events:

          (a) The unanimous determination of the Members, with or without cause,
in their sole and absolute discretion, at any time, to dissolve and terminate
the Company; or

          (b) The expiration of the term of the Company as stated above.

     8.3 Events Not Resulting in Termination.

          The Company shall not terminate upon the occurrence of any of the
following:

          (a) A Member:

               (i) dies, retires, resigns, is expelled as or otherwise ceases to
be a Member;

               (ii) makes an assignment for the benefit of creditors;

               (iii) files a voluntary petition in bankruptcy;

               (iv) is adjudged bankrupt or insolvent or has entered against the
person an order for relief in any bankruptcy or insolvency proceeding;

               (v) files a petition or answer seeking for that person any
reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or similar relief under any statute, law, or regulation;


                                      -10-



               (vi) seeks, consents to, or acquiesces in the appointment of a
trustee for, receiver for, liquidation of the member or of all or any
substantial part of the person's properties; or

               (vii) files an answer or other pleading admitting or failing to
contest the material allegations of a petition filed against the person in any
proceeding described in this Section 8.3(a); or

          (b) the continuation of any proceeding against a Member seeking
reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or similar relief under any statute, law, or regulation, for 120
days after the commencement thereof, or the appointment of a trustee, receiver,
or liquidator for the Members or all of any substantial part of such Member's
properties without agreement or acquiescence, which appointment is not vacated
or stayed for 120 days or, if the appointment is stayed, for 120 days after the
expiration of the stay during which period the appointment is not vacated;

     8.4 Conclusion of Affairs.

          In the event of the dissolution of the Company for any reason, the
Manager shall proceed promptly to wind up the affairs of and liquidate the
Company. The Manager shall have reasonable discretion to determine the time,
manner, and terms of any sale or sales of Company property pursuant to such
liquidation having due regard to the activity and the condition and relevant
market and general financial and economic conditions.

     8.5 Liquidating Distributions.

          After paying or providing for the payment of all debts or liabilities
of the Company and all expenses of liquidation, and subject to the right of the
Manager to set up such reserves as he may deem reasonably necessary for any
contingent or unforeseen liabilities or obligations of the Company, the proceeds
of the liquidation and any other assets of the Company shall be distributed to
or for the benefit of the Members in proportion to their Membership Interest. No
Member shall have any right to demand or receive property other than cash upon
dissolution and termination of the Company; however, the Manager shall have the
right to distribute assets in kind, valued at the then estimated fair market
value of such assets, as a liquidating distribution to the Members. The Manager
is specifically authorized to make, and each Member shall be compelled to
accept, any such distributions of any one or more asset or assets of the Company
in kind even if the percentage of the asset distributed to it exceeds the
percentage of that asset which its Membership Interest constitutes of all
Membership Interests in the Company. The Manager is specifically authorized to
distribute to each of the Members a portion of the Property in kind.

     8.6 Termination.

          Within a reasonable time following the completion of the liquidation
of the Company, the Manager shall supply to each of the Members a statement
which shall set forth the assets and the liabilities of the Company as of the
date of complete liquidation and each


                                      -11-



Member's portion of the distributions pursuant to this Agreement. Upon
completion of the liquidation of the Company and the distribution of all Company
assets, the Company shall terminate, and the Manager shall have the authority to
execute and record a Articles of Cancellation of the Company as well as any and
all other documents required to effectuate the dissolution and termination of
the Company.

SECTION 9
ASSIGNMENTS AND THE
ADDITION, SUBSTITUTION
AND WITHDRAWAL OF MEMBERS

     9.1 No Restrictions on Transfers.

          Membership Interests shall be freely transferable without restriction,
subject to compliance with applicable federal or state laws.

     9.2 General Assignment Provisions.

          Upon transfer of a Membership Interest and receipt by the Company of
the transferee's written notice of such transfer, which shall so be deemed to be
such transferee's written agreement to be bound by this Agreement, such transfer
shall be an assignment of all of the selling Member's rights under this
Agreement, and the person who acquires such Membership Interest shall be a
Member for the purposes of this Agreement.

SECTION 10
INDEMNIFICATION

     10.1 Right to Indemnification.

          Subject to the limitations and conditions as provided in this Section
10, each person who was or is made a party or is threatened to be made a party
to or is involved in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, arbitrative or
investigative (hereinafter a "Proceeding"), or any appeal in such a Proceeding
or any inquiry or investigation that could lead to such a Proceeding, by reason
of the fact that he, or a person of whom he is the legal representative, is or
was a Manager or officer of the Company or while a Manager or officer of the
Company is or was serving at the request of the Company as a Manager, director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic limited liability company,
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan or other enterprise shall be indemnified by the Company to the
fullest extent permitted by the Act, as the same exist or may hereafter be
amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Company to provide broader indemnification rights than
said law permitted the Company to provide prior to such amendment) against
judgments, penalties (including excise and similar taxes and punitive damages),
fines, settlements and reasonable expenses (including, without limitation,
attorneys' fees) actually incurred by such person in connection with such
Proceeding, and indemnification under this Section 10 shall


                                      -12-



continue as to a person who has ceased to serve in the capacity which initially
entitled such person to indemnity hereunder. The rights granted pursuant to this
Section 10 shall be deemed contract rights, and no amendment, modification or
repeal of this Section 10 shall have the effect of limiting or denying any such
rights with respect to actions taken or Proceedings arising prior to any such
amendment, modification or repeal. It is expressly acknowledged that the
indemnification provided in this Section 10 could involve indemnification for
negligence or under theories of strict liability.

     10.2 Advance Payment.

          The right to indemnification conferred in this Section 10 shall
include the right to be paid or reimbursed by the Company the reasonable
expenses incurred by a person of the type entitled to be indemnified under
Section 10.1 who was, is or is threatened to be made a named defendant or
respondent in a Proceeding in advance of the final disposition of the Proceeding
and without any determination as to the person's ultimate entitlement to
indemnification; provided, however, that the payment of such expenses incurred
by any such person in advance of the final disposition of a Proceeding shall be
made only upon delivery to the Company of a written affirmation by such Manager
or officer of his good faith belief that he has met the standard of conduct
necessary for indemnification under this Section 10 and a written undertaking,
by or on behalf of such person, to repay all amounts so advanced if it shall
ultimately be determined that such indemnified person is not entitled to be
indemnified under this Section 10 or otherwise.

     10.3 Indemnification of Employees and Agents.

          The Company, by adoption of a resolution of the Managers, may
indemnify and advance expenses to an employee or agent of the Company to the
same extent and subject to the same conditions under which it may indemnify and
advance expenses to Managers and officers under this Section 10; and the Company
may indemnify and advance expenses to persons who are not or were not Managers,
officers, employees or agents of the Company but who are or were serving at the
request of the Company as a manager, director, officer, partner, venturer,
proprietor, trustee, employee, agent or similar functionary of another foreign
or domestic limited liability company, corporation, partnership, joint venture,
sole proprietorship, trust, employee benefit plan or other enterprise against
any liability asserted against him and incurred by him in such a capacity or
arising out of his status as such a person to the same extent that it may
indemnify and advance expenses to Managers and officers under this Section 10.

     10.4 Appearance as a Witness.

          Notwithstanding any other provision of this Section 10, the Company
may pay or reimburse expenses incurred by a Manager or officer in connection
with his appearance as a witness or other participation in a Proceeding at a
time when he is not a named defendant or respondent in the Proceeding.

     10.5 Nonexclusivity of Rights.


                                      -13-



          The right to indemnification and the advancement and payment of
expenses conferred in this Section 10 shall not be exclusive of any other right
which a Manager, officer or other person indemnified pursuant to Section 10.3
may have or hereafter acquire under any law (common or statutory), provision of
the Articles or these Regulations, agreement, vote of Members or disinterested
Managers or otherwise.

     10.6 Insurance.

          The Company may purchase and maintain insurance, at its expense, to
protect itself and any person who is or was serving as a Manager, officer,
employee or agent of the Company or is or was serving at the request of the,
Company as a Manager, director, officer, partner, venturer, proprietor, trustee,
employee, agent or similar functionary of another foreign or domestic limited
liability company, corporation, partnership, joint venture, sole proprietorship,
trust, employee benefit plan or other enterprise against any expense, liability
or loss, whether or not the Company would have the power to indemnify such
person against such expense, liability or loss under this Section 10.

     10.7 Member Notification.

          To the extent required by law, any indemnification of or advance of
expenses to a Manager or officer in accordance with this Section 10 shall be
reported in writing to the Members with or before the notice or waiver of notice
of the next Members' meeting or with or before the next submission to Members of
a consent to action without a meeting and, in any case, within the 12-month
period immediately following the date of the indemnification or advance.

     10.8 Savings Clause.

          If this Section 10 or any portion hereof shall be invalidated on any
ground by any court of competent jurisdiction, the Company shall nevertheless
indemnify and hold harmless each Manager, officer or any other person
indemnified pursuant to this Section 10 as to costs, charges and expenses
(including, without limitation, attorneys' fees), judgments, fines and amounts
paid in settlement with respect to any action, suit or proceeding, whether
civil, criminal, administrative or investigative, to the full extent permitted
by any applicable portion of this Section 10 that shall not have been
invalidated and to the fullest extent permitted by applicable law.

SECTION 11
ADMINISTRATIVE PROVISIONS

     11.1 Principal Office.

          (a) The initial principal place of business and principal office of
the Company shall be 575 Main Street, Suite 355, Laurel, Maryland 20707. The
Company may relocate the principal office and principal place of business and
have such additional offices as the Manager may deem advisable in its sole and
absolute discretion.


                                      -14-



          (b) The Manager shall have the power, on behalf of the Company, to
designate, where required, a registered agent (or other agent for receipt of
service of process) in each state or jurisdiction in which the Company transacts
business and to designate, to the extent required, a registered office, place of
business, or mailing address, within or without that state or other
jurisdiction. The Company's initial registered agent shall be CSC Lawyers
Incorporating Service Company, whose business address is Suite 9E, 11 E. Chase
Street, Baltimore, Maryland, 21202.

     11.2 Bank Accounts.

          (a) Funds of the Company shall be deposited in an account or accounts
of a type, in form and name and in a bank(s) or other financial institution(s)
which are participants in federal or state insurance programs as selected by the
Manager. The Manager shall arrange for the appropriate conduct of such accounts.
Funds may be withdrawn from such accounts only for bona fide and legitimate
Company purposes and may from time to time be invested in such short-term
securities, money market funds, certificates of deposit, or other liquid or
illiquid assets as the Manager deems appropriate.

          (b) Each Member acknowledges that the Manager may maintain Company
funds in account9, money market funds, certificates of deposit, other liquid
assets in excess of the insurance provided by the Federal Deposit Insurance
Corporation, or other depository insurance institutions, and that the Manager
shall not be accountable or liable for any loss of such funds resulting from
failure or insolvency of the depository institution.

     11.3 Notices.

          Unless otherwise provided herein, any offer, acceptance, election,
approval, consent, certification, request, waiver, notice or other communication
required or permitted to be given hereunder (hereinafter collectively referred
to as a "Notice"), shall be given to the Member to whom the Notice is to be
given at the appropriate address set forth on Exhibit A hereto or at such other
address as any Member hereafter may designate to the others in accordance with
the provisions of this Section 10.3 by U.S. Mail first class postage prepaid,
hand-delivery or facsimile transmission. In addition, the Manager and the other
Member shall be sent a copy of all such Notices, by U.S. Mail first class
postage prepaid. The date at which a Notice shall be deemed given , if sent by
U.S. Mail, shall be the date of deposit of the notice in the U.S. Mail as
aforesaid, or, if by hand-delivery or facsimile transmission, on the date of
such delivery or transmission.

SECTION 12
MISCELLANEOUS PROVISIONS

     12.1 Entire Agreement.

          This Agreement, including the Exhibits or other documents or schedules
attached hereto or incorporated herein by reference constitutes the entire
agreement of the Members with


                                      -15-



respect to the matters covered herein. This Agreement supersedes any and all
prior agreements and oral understandings among the Members with respect to such
matters.

     12.2 Amendment.

          Except as provided by law or otherwise set forth herein, this
Agreement may only be modified or amended by a written instrument which
evidences the unanimous approval of the Members; provided, however, that Exhibit
A hereto may be amended from time to time by the Manager to the extent required
to reflect accurately the then-current status of the information contained
thereon.

     12.3 Interpretation.

          Whenever the context may require, any noun or pronoun used herein
shall include the corresponding masculine, feminine or neuter forms. The
singular form of nouns, pronouns and verbs shall include the plural and vice
versa.

     12.4 Severability.

          Each provision of this Agreement shall be considered severable and if
for any reason any provision or provisions hereof are determined to be invalid
and contrary to existing or future law, such invalidity shall not impair the
operation or affect those portions of this Agreement which are valid, and this
Agreement shall remain in full force and effect and shall be construed and
enforced in all respects as if such invalid or unenforceable provision or
provisions had been omitted.

     12.5 Burden and Benefit.

          Except as expressly otherwise provided herein, this Agreement is
binding upon, and inures to the benefit of, the parties hereto and their
respective heirs, executors, administrators, personal and legal representatives,
successors and permitted assigns. The provisions of this Agreement are not
intended to be for the benefit of any creditor or other person (other than a
Member in its capacity as a Member) to whom any debts, liabilities or
obligations are owed by or who otherwise has any claim against the Company or
any of the Members, and no such creditor or other person shall obtain any right
under any such provisions or shall by reason of any such provisions make any
claim in respect of any debt, liability or obligation (or otherwise) against the
Company, the Manager or any of the Members.

     12.6 Further Assurances.

          Each Member hereby agrees that it shall hereafter execute and deliver
such further instruments, provide all information and take or forbear such
further acts and things as may be reasonably required or useful to carry out the
intent and purpose of this Agreement and as are not inconsistent with the terms
hereof.

     12.7 Counterparts.


                                      -16-



          This Agreement may be executed in any number of counterparts, each of
which shall be an original but all of which together will constitute one
instrument, binding upon all parties hereto, notwithstanding that all of such
parties may not have executed the same counterpart.

[SIGNATURES ON NEXT PAGE]


                                      -17-



          IN WITNESS WHEREOF, the parties have executed and sealed this
Agreement on the date first above written.

                                        MEMBERS:

                                        EMCARE HOLDINGS INC.,
                                        a Delaware corporation


                                        By: /s/ Gary W. Cakt
                                            ------------------------------------
                                        Name: Gary W. Cakt
                                        Title: Sup & CFO


                                        EMCARE, INC.,
                                        a Delaware corporation


                                        By: /s/ Gary W. Cakt
                                            ------------------------------------
                                        Name: Gary W. Cakt
                                        Title: Sup & CFO


                                      -18-



EXHIBIT A



                               Membership          Initial
Member and Address              Interest    Capital Contribution
- ------------------             ----------   --------------------
                                      
EMCARE HOLDINGS INC.               99%              $990
1717 Main Street, Suite 5200
Dallas, Texas 75201

EMCARE, INC.                        1%              $ 10
1717 Main Street, Suite 5200
Dallas, Texas 75201



                                      -19-

EX-3.252

                                                                               .
                                                                               .
                                                                               .
                                                                   Exhibit 3.252

State of Alabama

For-Profit Corporation
Articles of Incorporation

Instructions:

       
Step 1:   CONTACT THE OFFICE OF THE SECRETARY OF STATE AT (334)242-5324 TO
          RESERVE A CORPORATE NAME.

Step 2:   TO INCORPORATE, FILE THE ORIGINAL, TWO COPIES OF THE ARTICLES OF
          INCORPORATION AND THE CERTIFICATE OF NAME RESERVATION IN THE COUNTY
          WHERE THE CORPORATION'S REGISTERED OFFICE IS LOCATED. THE JUDGE OF
          PROBATE'S FILING FEE IS $35 AND THE SECRETARY OF STATE'S FILING FEE IS
          $50.



PURSUANT TO THE PROVISIONS OF THE ALABAMA BUSINESS CORPORATION ACT, THE
UNDERSIGNED HEREBY ADOPTS THE FOLLOWING ARTICLES OF INCORPORATION.

           
Article I     The name of the corporation:
              EmCare of Alabama, Inc.

Article II    The duration of the corporation is perpetual, unless otherwise
              stated.

Article III   The corporation has been organized for the following purpose(s):
              to transact any lawful business for which corporations may be
              organized under the provisions of the Alabama Business Corporation
              Act.

Article IV    The number of shares which the corporation shall have the
              authority to issue is 1,000.

Article V     The street address (NO PO BOX) of the registered office: 57 Adams
              Avenue, Montgomery, AL 36104 and the name of registered agent at
              that office National Registered Agents, Inc.

Article VI    The name(s) and address(es) of the Director(s): Leonard M. Riggs,
              Jr., M.D., 1717 Main Street, Suite 5200, Dallas, TX 75201 William
              F. Miller, III, 1717 Main Street, Suite 5200, Dallas, TX 75201

Article VII   The name(s) and address(es) of the Incorporator(s): William F.
              Miller, III 1717 Main Street, Suite 5200, Dallas, TX 75201



Any provision, not inconsistent with the law, for the regulation of the internal
affairs of the corporation or for the restriction of the transfer of shares may
be added.



     IN WITNESS THEREOF, the undersigned incorporator executed these Articles of
Incorporation on this, the 9 day of April, 1998.

THIS DOCUMENT PREPARED BY:


                                        William F. Miller, III
                                        ----------------------------------------
                                        Type or Print Name of Incorporator


                                        /s/ William F. Miller, III
                                        ----------------------------------------
                                        Signature of Incorporator


                                        2



                                    EXHIBIT A

Mandatory Redemption of Shares of Deceased. in the event that a shareholder of
the corporation dies or becomes no longer qualified to own shares in the
corporation, the corporation shall redeem all of the shares of Common Stock
owned by said shareholder for a purchase price of $1.00 per share.

Preemptive Rights. No share shall bear any preemptive right of its shareholder
to acquire additional shares.

No Cumulative Voting Rights: The holders of shares of each and every class and
series in the corporation shall not be entitled to cumulative voting rights in
the election of directors of the corporation, in any and all circumstances.

EX-3.253

                                                                   Exhibit 3.253

                                     BYLAWS

                                       OF

                             EMCARE OF ALABAMA, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of EMCARE OF ALABAMA, INC. (the
"Corporation") shall be such registered agent and office as shall from time to
time be established pursuant to the articles of incorporation, as amended from
time to time, of the Corporation (the "Charter") or by resolution of the Board
of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Alabama as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.01. Meetings of Stockholders of the Corporation (the "Stockholders") for
any purpose may be held at such place, within or without the State of Alabama,
as shall be fixed from time to time by the Board, or, if the Board has not so
specified, then at such place as may be fixed by the person or persons calling
the meeting.

     2.02. An annual meeting of the Stockholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Stockholders, a complete
list of the Stockholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Stockholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Stockholder who may be present.

     2.04. Special meetings of the Stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote at the meetings. Business
transacted at all special meetings shall be confined to the objects stated in
the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Stockholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of


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the Stockholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Stockholders, the Stockholders
entitled to vote thereat, present in person or represented by proxy, shall
nevertheless have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At an adjourned session at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders, unless otherwise provided by statute or the Charter. At any
meeting of the Stockholders, every Stockholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Stockholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Stockholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.

     2.10. Any action required by statute to be taken at a meeting of the
Stockholders, or any action which may be taken at a meeting of the Stockholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Stockholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Stockholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Stockholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Stockholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Stockholders at the
annual meeting or a Alabama special meeting called for that purpose, but no
decrease shall have the effect of shortening the term of an incumbent director.
Directors need not be Stockholders or residents of the State of Alabama. The
directors shall be elected at the annual meeting of the Stockholders, except as
hereinafter provided, and each director elected shall hold office until his or
her successor shall be elected and shall qualify.


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     3.03. At any meeting of Stockholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Stockholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Stockholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Stockholders.

     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Stockholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         EXECUTIVE AND OTHER COMMITTEES

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              MEETINGS OF DIRECTORS

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Alabama.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Stockholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically


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provided by statute or by the Charter or by these bylaws. If a quorum shall not
be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            COMPENSATION OF DIRECTORS

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Stockholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Stockholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Stockholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.


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     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              CHAIRMAN OF THE BOARD

     5.06. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             CHIEF EXECUTIVE OFFICER

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           VICE-CHAIRMAN OF THE BOARD

     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Stockholders and the Board. He shall be ex-officio a member of all standing
committees.

                                 THE PRESIDENT

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Stockholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  THE TREASURER

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.


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     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  OTHER OFFICES

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Stockholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of State of Alabama. Each certificate shall be signed by either the
President or any Vice President then in office and by either the Secretary, an
Assistant Secretary, or any Treasurer then in office, and may be sealed with the
seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, other than the Corporation or an employee of the Corporation,
the signature of any such officer of the Corporation may be a facsimile.
Whenever the Corporation shall be authorized to issue more than one class of
stock, there shall be (1) set forth conspicuously upon the face or back of each
certificate a full statement of (a) all of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and (b) if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences
of the shares of each series so far as the same have been fixed and determined
and the authority of the Board to fix and determine the relative rights and
preferences of subsequent series; or (2) stated conspicuously on the face or
back of the certificate that (a) such a statement is set forth in the Charter on
file in the office of the Secretary of State of Alabama and (b) the Corporation
will furnish a copy of such statement to the record holder of the certificate
without charge upon request to the Corporation at its principal place of
business or registered office. Whenever the Corporation by the Charter has
limited or denied the preemptive rights of Stockholders to acquire unissued or
treasury shares of the Corporation, each certificate (1) shall conspicuously set
forth upon the face or back of such certificate a full statement of the
limitation or denial of preemptive rights contained in the Charter, or (2) shall
conspicuously state on the face or back of the certificate that (a) such
statement is set forth in the Charter on file in the office of the Secretary of
State of Alabama and (b) the Corporation will furnish a copy of such statement
to the record holder of the certificate without charge upon request to the
Corporation at its principal place of business or registered office. If any
restriction on the transfer or the registration of the transfer of shares shall
be imposed or agreed to by the Corporation, as permitted by law, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that such a
restriction exists pursuant


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to a specified document and (a) that the Corporation will furnish to the record
holder of the certificate without charge upon written request to the corporation
at its principal place of business or registered office a copy of the specified
document, or (b) if such document is one required or permitted to be and has
been filed under the Alabama Business Corporation Act, that such document is on
file in the office of the Secretary of State of Alabama and contains a full
statement of such restriction.

                                LOST CERTIFICATES

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

                               TRANSFER OF SHARES

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by State of Alabama law, it shall be the duty of the
Corporation or the transfer agent of the Corporation to register the transfer as
requested.

                             REGISTERED STOCKHOLDERS

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Stockholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.


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                                    RESERVES

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     CHECKS

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       EXECUTION OF CONTRACTS, DEEDS, ETC.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   FISCAL YEAR

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              VOTING OF SECURITIES

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 INDEMNIFICATION

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, arbitral, administrative, or investigative, any appeal in such action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding, because such person is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief


Page 8
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that he has met the standard of conduct necessary for indemnification and (ii) a
written undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the stockholders with or before the notice or waiver of notice of the
next Stockholder's meeting or with or before the next submission to Stockholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Stockholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Stockholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1)  the Charter or statute reserves the power exclusively to the
               Stockholders in whole or part; or

          (2)  the Stockholders in amending, repealing or adopting a particular
               bylaw expressly provide that the Board may not amend or repeal
               such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Stockholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Stockholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


Page 9
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EX-3.254

                                                                   Exhibit 3.254

RESTATED CERTIFICATE OF INCORPORATION

OF

EMCARE HOLDINGS INC.

EMCARE HOLDINGS INC., a corporation organized and existing under the laws of the
State of Delaware (the "Corporation"), hereby certifies as follows:

The name of the Corporation is EmCare Holdings Inc. EmCare Holdings Inc. was
originally incorporated under the same name, and the original Certificate of
Incorporation of the Corporation was filed with the Secretary of State of the
State of Delaware on January 9, 1992.

This Restated Certificate of Incorporation was duly adopted in accordance with
the applicable provisions of Sections 228, 242 and 245 of the General
Corporation Law of the State of Delaware and written notice of such action by
written consent of stockholders has been given in accordance with said Section
228.

Pursuant to Sections 242 and 245 of the General Corporation Law of the State of
Delaware, this Restated Certificate of Incorporation restates and integrates and
further amends the provisions of the Certificate of Incorporation of this
Corporation.

The text of the Certificate of Incorporation as heretofore amended or
supplemented is hereby restated and further amended to read in its entirety as
follows:

FIRST. The name of the corporation is EMCARE HOLDINGS INC.

SECOND. The address of the corporation's registered office in the State of
Delaware is 1013 Centre Road, in the City of Wilmington, County of New Castle.
The name of its registered agent at such address is Corporation Service Company.

THIRD. The purpose of the corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Delaware, as amended.

FOURTH. The total number of shares of stock which the corporation shall have
authority to issue is One Thousand Five Hundred (1,500) shares of Common Stock
of no par value per share.

Any and all right, title, interest and claim in or to any dividends declared by
the corporation, whether in cash, stock or otherwise, which are unclaimed by the
stockholder entitled thereto for a period of six years after the close of
business on the payment date shall be and be deemed to be extinguished and
abandoned, and any such unclaimed dividends in the possession of the
corporation, its transfer agents or other agents or depositories shall at such
time become the absolute property of the corporation, free and clear of any and
all claims of any persons whatsoever.



FIFTH. In furtherance and not in limitation of the powers conferred by statute,
the board of directors of the corporation is expressly authorized:

(1)   To adopt, amend or repeat the by-laws of the corporation and

(2)   To provide for the indemnification of directors, officers, management,
employees and agents of the corporation, and of persons who serve other
enterprises in such or similar capacities at the request of the corporation, to
the full extent permitted by the General Corporation Law of Delaware, as
amended, or any other applicable laws, as may from time to time be in effect.

SIXTH. No person shall be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided, however, that the foregoing shall not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware or (iv) for
any transaction from which the director derived an improper personal benefit. If
the Delaware General Corporation Law is amended to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the corporation shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law, as so amended.
Any repeal or modification of this Article SIXTH by the stockholders of the
corporation shall not adversely affect any right or protection of a director of
the corporation existing at the time of such repeal or modification.

SEVENTH. Elections of directors need not be by written ballot unless the by-laws
of the corporation shall so provide.

EIGHTH. Action may be taken by the stockholders of the corporation, without a
meeting, by written consent as and to the extent provided at the time by the
General Corporation Law of Delaware, as amended, provided that the matter to be
acted upon by such written consent previously has been approved by the board of
directors of the corporation and directed by such board to be submitted to the
stockholders for their action thereon by written consent.

NINTH. Whenever a compromise or arrangement is proposed between this corporation
and its creditors or any class of them and/or between this corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this corporation under the provisions of
section 291 of Title 11 of the Delaware Code or on the application of trustees
in dissolution or of any receiver or receivers appointed for this corporation
under the provisions of section 279 of Title 8 of the Delaware Code order a
meeting of the creditors or class of creditors, and/or of the stockholders or
class of stockholders of this corporation, as the case may be, to be summoned in
such manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
agree to any compromise or arrangement and to any

                                       2


reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.

ELEVENTH. The corporation reserves the right to amend its certificate of
incorporation, and thereby to change or repeal any provision therein contained,
from time, to time, in the manner prescribed at the time by statute, and all
rights conferred upon stockholders by such certificate of incorporation are
granted subject to this reservation.

[SIGNATURES ON NEXT PAGE]

IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been executed
on behalf of the Corporation this 10th day of September, 1997.

EMCARE HOLDINGS INC.

By: /s/ William F. Miller, III
    --------------------------------
William F. Miller, III
Authorized Officer
(President)
                                       3

EX-3.255

                                                                   Exhibit 3.255

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                              EMCARE HOLDINGS INC.

                                    ARTICLE I

                                     OFFICES

          1. REGISTERED OFFICE. The registered office and registered agent of
EmCare Holdings Inc., a Delaware corporation (the "Corporation") shall be the
registered office and registered agent established pursuant to the certificate
of incorporation, as amended, of the Corporation (the "Charter").

          2. OTHER OFFICES. The Corporation may have offices at such other
places, both within and without the State of Delaware, as the Board of Directors
of the Corporation (the "Board of Directors") determines or the business of the
Corporation requires.

                                   ARTICLE II

                                  CAPITAL STOCK

          1. CERTIFICATES REPRESENTING STOCK. Certificates representing stock in
the Corporation shall be signed by, or in the name of, the Corporation by the
Chairman of the Board of Directors or the Vice-Chairman of the Board of
Directors, if any, or by the President and by the Secretary or an Assistant
Secretary of the Corporation. Any or all of the signatures on any such
certificate may be a facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent, or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer, transfer agent, or registrar at the date
of issue.

          Whenever the Corporation shall be authorized to issue more than one
class of stock or more than one series of any class of stock, and whenever the
Corporation shall issue any shares of its stock as partly paid stock, the
certificates representing shares of any such class or series or of any such
partly paid stock shall set forth thereon the statements prescribed by the
General Corporation Law. Any restrictions on the transfer or registration of
transfer of any shares of stock of any class or series shall be noted
conspicuously on the certificate representing such shares and either (i) the
full text of the restriction or (ii) a statement of the existence of such
restriction and that the holder of such certificate will be furnished, without
charge, a copy thereof, shall be set forth on the face or back of the
certificate.

          The Corporation may issue a new certificate of stock or uncertificated
shares in place of any certificate theretofore issued by it, alleged to have
been lost, stolen, or destroyed, and the Board of Directors may require the
owner of the lost, stolen, or destroyed certificate, or his legal
representative, to agree to indemnify or give the Corporation a bond sufficient
to indemnify the Corporation against any claim that may be made against it on
account of the alleged loss, theft, or destruction of any such certificate or
the issuance of any such new certificate or uncertificated shares.

          2. UNCERTIFICATED SHARES. Subject to any conditions imposed by the
General Corporation Law, the Board of Directors of the Corporation may provide
by resolution or resolutions that some or all of any or all classes or series of
the stock of the Corporation shall be uncertificated shares. Within a reasonable
time after the issuance or transfer of any uncertificated shares, the
Corporation shall send to the registered owner thereof any written notice
prescribed by the General Corporation Law.

          3. FRACTIONAL SHARE INTERESTS. The Corporation may, but shall not be
required to, issue fractions of a share. If the Corporation does not issue
fractions of a share, it shall (A) arrange for the disposition of fractional
interests by those entitled thereto, (B) pay in cash the fair value of fractions
of a share as of the time when those entitled to receive such fractions are
determined, or (C) issue scrip or warrants in registered form (either
represented by a certificate or uncertificated) or bearer form (represented by a
certificate) which shall entitle the holder to receive a full share upon the
surrender of such scrip or warrants aggregating a full share. A certificate for
a fractional share or an uncertificated fractional share shall, but scrip or
warrants shall not unless otherwise provided therein, entitle the holder to
exercise voting rights, to receive dividends thereon, and to participate in any
of the assets of the Corporation in the event of liquidation. The Board of
Directors may cause scrip or warrants to be issued subject to the conditions
that they shall become void if not exchanged for certificates representing the
full shares or uncertificated full shares before a specified date, or subject to
the conditions that the shares for which scrip or warrants are exchangeable may
be sold by the Corporation and the proceeds thereof distributed to the holders
of scrip or warrants, or subject to any other conditions which the Board of
Directors may impose.

          4. STOCK TRANSFERS. Upon compliance with provisions restricting the
transfer or registration of transfer of shares of stock, if any, transfers or
registration of transfers of shares of stock of the Corporation shall be made
only on the stock ledger of the Corporation by the registered holder thereof, or
by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the Corporation or with a transfer agent or a
registrar, if any, and, in the case of shares represented by certificates, on
surrender of the certificate or certificates for such shares of stock properly
endorsed and the payment of all taxes due thereon.

          5. RECORD DATE FOR STOCKHOLDERS. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of


                                        2

Directors, and which record date shall not be more than sixty nor less than ten
days before the date of such meeting. If no record date is fixed by the Board of
Directors, the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held. A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

          In order that the Corporation may determine the stockholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights or the stockholders entitled to exercise any rights in respect of any
change, conversion, or exchange of stock, or for the purpose of any other lawful
action, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than sixty days prior to such
action. If no record date is fixed, the record date for determining stockholders
for any such purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.

          6. MEANING OF CERTAIN TERMS. As used herein in respect of the right to
notice of a meeting of stockholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share" or "shares" or "share of stock" or "shares of
stock" or "stockholder" or "stockholders" refers to an outstanding share or
shares of stock and to a holder or holders of record of outstanding shares of
stock when the Corporation is authorized to issue only one class of shares of
stock, and said reference is also intended to include any outstanding share or
shares of stock and any holder or holders of record of outstanding shares of
stock of any class upon which or upon whom the Charter confers such rights where
there are two or more classes or series of shares of stock or upon which or upon
whom the General Corporation Law confers such rights notwithstanding that the
Charter may provide for more than one class or series of shares of stock, one or
more of which are limited or denied such rights thereunder; provided, however,
that no such right shall vest in the event of an increase or a decrease in the
authorized number of shares of stock of any class or series which is otherwise
denied voting rights under the provisions of the Charter, except as any
provision of law may otherwise require.

                                   ARTICLE III

                                  STOCKHOLDERS

          1. TIME OF MEETINGS. The annual meeting shall be held on the date and
at the time fixed, from time to time, by the directors or the Chairman of the
Board or the President, provided, that each annual meeting shall be held on a
date within thirteen months after the date of the preceding annual meeting. A
special meeting shall be held on the date and at the time fixed by the
directors.

          2. PLACE OF MEETINGS. Annual meetings and special meetings shall be
held at such place, within or without the State of Delaware, as the directors or
the Chairman of


                                        3

the Board or the President may, from time to time, fix. Whenever the directors
or the Chairman of the Board or the president shall fail to fix such place, the
meeting shall be held at the registered office of the Corporation in the State
of Delaware.

          3. SPECIAL MEETINGS. Special meetings of stockholders may be called at
any time only by the Chairman of the Board of Directors or President and
business transacted at any special meeting of stockholders shall be limited to
matters relating to the purpose or purposes stated in the notice of meeting.

          4. NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be
given, stating the place, date, and hour of the meeting and stating the place
within such city or other municipality or community at which, and the period
during which, the list of stockholders of the Corporation may be examined. The
notice of an annual meeting shall state that the meeting is called for the
election of directors and for the transaction of other business which may
properly come before the meeting, and shall (if any other action which could be
taken at a special meeting is to be taken at such annual meeting) state the
purpose or purposes. The notice of a special meeting shall in all instances
state the purpose or purposes for which the meeting is called. The notice of any
meeting shall also include, or be accompanied by, any additional statements,
information, or documents prescribed by the General Corporation Law. Except as
otherwise provided by the General Corporation Law, a copy of the notice of any
meeting shall be given, personally or by mail, not less than ten days nor more
than sixty days before the date of the meeting, unless the lapse of the
prescribed period of time shall have been waived, and directed to each
stockholder at his record address or at such other address which he may have
furnished by request in writing to the Secretary of the Corporation. Notice by
mail shall be deemed to be given when deposited, with postage thereon prepaid,
in the United States Mail. If a meeting is adjourned to another time, not more
than thirty days hence, and/or to another place, and if an announcement of the
adjourned time and/or place is made at the meeting, it shall not be necessary to
give notice of the adjourned meeting unless the directors, after adjournment,
fix a new record date for the adjourned meeting. Notice need not be given to any
stockholder who submits a written waiver of notice signed by him before or after
the time stated therein. Attendance of a stockholder at a meeting of
stockholders shall constitute a waiver of notice of such meeting, except when
the stockholder attends the meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the stockholders need be
specified in any written waiver of notice.

          5. ADJOURNMENTS. Any meeting of stockholders may be adjourned to any
other time and to any other place at which a meeting of stockholders may be held
under these Bylaws by the stockholders present or represented at the meeting and
entitled to vote, although less than a quorum, or, if no stockholder is present,
by any officer entitled to preside at or to act as Secretary of such meeting. At
the adjourned meeting, the Corporation may transact any business which might
have been transacted at the original meeting.

          6. STOCKHOLDER LIST. The officer who has charge of the stock ledger of
the Corporation shall prepare and make, at least ten days before every meeting
of


                                        4

stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city or other
municipality or community where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list required by this section or the books of the Corporation, or to vote at
any meeting of stockholders.

          7. CONDUCT OF MEETING. Meetings of the stockholders shall be presided
over by one of the following officers in the order of seniority and if present
and acting: the Chairman of the Board, the Vice-Chairman of the Board, if any,
the President, a Vice-President, or, if none of the foregoing is in office and
present and acting, by a chairman to be chosen by the stockholders. The
Secretary of the Corporation, or in his absence, an Assistant Secretary, shall
act as secretary of every meeting, but if neither the Secretary nor an Assistant
Secretary is present the Chairman of the meeting shall appoint a secretary of
the meeting.

          8. INTRODUCTION OF BUSINESS AT MEETINGS.

               A. Annual Meetings of Stockholders.

                    (1) Nominations of persons for election to the Board of
Directors and the proposal of business to be considered by the stockholders may
be made at an annual meeting of stockholders only (a) of the persons and
business specified in the Corporation's notice of meeting, (b) by or at the
direction of the Board of Directors or (c) by any stockholder of the Corporation
who was a stockholder of record at the time of giving of notice provided for in
this Paragraph 8, who is entitled to vote at the meeting and who complies with
the notice procedures set forth in this Paragraph 8.

                    (2) For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause (c) of paragraph
(A)(1) of this Paragraph 8, the stockholder must have given timely notice
thereof in writing to the Secretary of the Corporation and such other business
must otherwise be a proper matter for stockholder action. To be timely, a
stockholder's notice shall be delivered to the Secretary at the principal
executive offices of the Corporation not later than the close of business on the
one hundred and twentieth (120th) day nor earlier than the close of business on
the one hundred and fiftieth (150th) day prior to the first anniversary of the
proxy statement delivered to stockholders in connection with the preceding
year's annual meeting; provided, however, that if no annual meeting was held in
the preceding year or the date of the annual meeting has been changed by more
than 30 days from the date contemplated at the time of such preceding year's
proxy statement, notice by the stockholder to be timely must be so delivered not
earlier than the close of business on the ninetieth (90th) day prior to such
annual meeting and not later than the close


                                        5

of business on the later of the sixtieth (60th) day prior to such annual meeting
or the close of business on the tenth (10th) day following the day on which
public announcement of the date of such meeting is first made by the
Corporation. Such stockholder's notice shall set forth (a) as to each person
whom the stockholder proposes to nominate for election or reelection as a
director all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") (including such person's written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected); (b) as to any meeting, a brief description of the business
desired to be brought before the meeting, the reasons for conducting such
business at the meeting and any material interest in such business of such
stockholder and the beneficial owner of stock, if any, on whose behalf the
nomination or proposal is made and (c) as to the stockholder giving the notice
and the beneficial owner of stock, if any, on whose behalf the nomination or
proposal is made (i) the name and address of such stockholder, as they appear on
the Corporation's books, and of such beneficial owner and (ii) the class and
number of shares of the Corporation that are owned beneficially and held of
record by such stockholder and such beneficial owner.

                    (3) Notwithstanding anything in the second sentence of
paragraph (A)(2) of this Paragraph 8 to the contrary, in the event that the
number of directors to be elected to the Board of Directors of the Corporation
is increased and there is no public announcement by the Corporation naming all
of the nominees for director or specifying the size of the increased Board of
Directors at least seventy (70) days prior to the first anniversary of the
preceding year's annual meeting (or, if the annual meeting is held more than
thirty (30) days before or sixty (60) days after such anniversary date, at least
seventy (70) days prior to such annual meeting), a stockholder's notice required
by this Paragraph 8 shall also be considered timely, but only with respect to
nominees for any new positions created by such increase, if it shall be
delivered to the Secretary at the principal executive office of the Corporation
not later than the close of business on the tenth (10th) day following the day
on which such public announcement is first made by the Corporation.

               B. Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting. Nomination of
persons for election to the Board of Directors may be made at a special meeting
of stockholders at which directors are to be elected pursuant to the
Corporation's notice of meeting (a) by or at the direction of the Board of
Directors or (b) provided that the Board of Directors has determined that
directors shall be elected at such meeting, by any stockholder of the
Corporation who is a stockholder of record at the time of giving of notice of
the special meeting, who shall be entitled to vote at the meeting and who
complies with the notice procedures set forth in this Paragraph 8. In the event
the Corporation calls a special meeting of stockholders for the purpose of
electing one or more directors to the Board of Directors, any such stockholder
may nominate a person or persons (as the case may be), for election to such
position(s) as specified in the Corporation's notice of meeting, if the
stockholder's notice required by paragraph (A)(2) of this Paragraph 8 shall be
delivered to the Secretary at the principal executive offices of the Corporation
not earlier than the ninetieth (90th) day prior to such special meeting nor
later than the close of business or the earlier of the sixtieth (60th) day prior
to such special meeting or the tenth (10th) day following


                                        6

the day on which public announcement is first made of the date of the special
meeting and of the nominees proposed by the Board of Directors to be elected at
such meeting.

               C. General.

                    (1) Only such persons who are nominated in accordance with
the procedures set forth in this Paragraph 8 shall be eligible to serve as
directors and only such business shall be conducted at a meeting of stockholders
as shall have been brought before the meeting in accordance with the procedures
set forth in this Paragraph 8. Except as otherwise provided by law or these
Bylaws, the chairman of the meeting shall have the power and duty to determine
whether a nomination or any business proposed to be brought before the meeting
was made or proposed, as the case may be, in accordance with the procedures set
forth in this Paragraph 8 and, if any proposed nomination or business is not in
compliance herewith to declare that such defective proposal or nomination shall
be disregarded.

                    (2) For purposes of this Paragraph 8, "public announcement"
shall mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
13, 14 or 15(d) of the Exchange Act.

                    (3) Notwithstanding the foregoing provisions of this
Paragraph 8, a stockholder shall also comply with all applicable requirements of
the Exchange Act and the rules and regulations thereunder with respect to the
matters set forth herein. Nothing in this Paragraph 8 shall be deemed to affect
any rights (i) of stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or
(ii) of the holders of any series of Preferred Stock to elect directors under
specified circumstances.

          9. PROXY REPRESENTATION. Every stockholder may authorize another
person or persons to act for him by proxy in all matters in which a stockholder
is entitled to participate, whether by waiving notice of any meeting, voting or
participating at a meeting, or expressing consent or dissent without a meeting.
Every proxy must be signed by the stockholder or by his attorney-in-fact. No
proxy shall be voted or acted upon after three years from its date unless such
proxy provides for a longer period. A duly executed proxy shall be irrevocable
if it states that it is irrevocable and, if, and only as long as, it is coupled
with an interest sufficient in law to support an irrevocable power. A proxy may
be made irrevocable regardless of whether the interest with which it is coupled
is an interest in the stock itself or an interest in the Corporation generally.

          10. INSPECTORS. The Corporation shall, in advance of any meeting,
appoint one or more inspectors of election to act at the meeting or any
adjournment thereof. The Corporation may designate one or more persons as
alternate inspectors to replace any inspector who fails to act. If no inspector
or alternate is able to act at a meeting, the person presiding at the meeting
shall appoint one or more inspectors. Each inspector, before entering upon the
discharge of his duties, shall take and sign an oath faithfully to execute the
duties of inspector at such meeting with strict impartiality and according to
the best of his ability. The inspectors shall


                                        7

determine the number of shares of stock outstanding and the voting power of
each, the shares of stock represented at the meeting, the validity of ballots
and proxies, and shall count all votes and ballots, and determine and retain for
a reasonable period a record of the disposition of any challenges made to any
determination by the inspectors, and certify their determination of the number
of shares represented at the meeting and their count of all votes and ballots.
On request of the person presiding at the meeting, the inspector or inspectors,
if any, shall make a report in writing of any challenge, question, or matter
determined by him or them and execute a certificate of any fact found by him or
them.

          11. QUORUM. Except as otherwise provided by law, the Charter or these
Bylaws, the holders of a majority of the outstanding shares of stock entitled to
vote at the meeting, present in person or represented by proxy, shall constitute
a quorum at a meeting of stockholders for the transaction of any business. The
stockholders present may adjourn the meeting despite the absence of a quorum.

          12. VOTING. Except as provided in the Charter, each share of stock
shall entitle the holder thereof to one vote and a proportionate vote for each
fractional share so held. Directors shall be elected by a plurality of the votes
of the shares present in person or represented by proxy at the meeting and
entitled to vote on the election of directors. Any other action shall be
authorized by a majority of the votes cast except where the General Corporation
Law prescribes a different percentage of votes and/or a different exercise of
voting power, and except as may be otherwise prescribed by the provisions of the
Original Common Stock and these Bylaws. In the election of directors, and for
any other action, voting need not be by written ballot.

          13. STOCKHOLDER ACTION WITHOUT MEETINGS. The stockholders of the
Corporation may not take any action by written consent in lieu of a meeting.

          14. TELEPHONIC MEETINGS. The stockholders may hold a meeting by means
of conference telephone or similar communications equipment if all persons
participating in the meeting can hear each other. Participation in a meeting
pursuant to this Paragraph 14 shall constitute presence in person at such a
meeting.

                                   ARTICLE IV

                                    DIRECTORS

          1. FUNCTIONS AND DEFINITIONS. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of Directors
of the Corporation. The Board of Directors shall have the authority to fix the
compensation of the members thereof. The use of the phrase "whole board" herein
refers to the total number of directors which the Corporation would have if
there were no vacancies.

          2. QUALIFICATIONS AND NUMBER. A director need not be a stockholder, a
citizen of the United States, or a resident of the State of Delaware. The number
of directors constituting the whole board shall be determined pursuant to the
Charter.


                                        8

          3. CLASSES OF DIRECTORS. The Board of Directors shall be divided into
three classes as set forth in the Charter.

          4. TERMS OF OFFICE. Each director shall have a term as set forth in
the Charter.

          5. TIME OF MEETINGS. Regular meetings of the Board of Directors shall
be held at such time as the Board shall fix, except that the first meeting of a
newly elected Board shall be held as soon after its election as the directors
may conveniently assemble.

          6. PLACE OF MEETINGS. Regular and special meetings of the Board of
Directors shall be held at such place within or without the State of Delaware as
shall be fixed by the Board.

          7. SPECIAL MEETINGS. Special meetings may be called by or at the
direction of the Chairman of the Board, the Vice-Chairman of the Board, if any,
or the President, or of a majority of the directors. No call shall be required
for regular meetings for which the time and place have been fixed.

          8. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be
required for regular meetings for which the time and place have been fixed.
Written, oral, or any other mode of notice of the time and place shall be given
for special meetings in sufficient time for the convenient assembly of the
directors thereat. Notice need not be given to any director or to any member of
a committee of directors who submits a written waiver of notice signed by him
before or after the time stated therein. Attendance of any such person at a
meeting shall constitute a waiver of notice of such meeting, except when he
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the directors need be specified in any
written waiver of notice.

          9. QUORUM AND ACTION. A quorum of the Board of Directors shall be
determined as set forth in the Charter. At any meeting of the Board of Directors
at which a quorum is present, the vote of a majority of those present shall be
sufficient to take any action, unless a different vote is specified by law or
the the Charter or these Bylaws.

          10. CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if
present and acting, shall preside at all meetings. Otherwise, the Vice-Chairman
of the Board, if any and if present and acting, or the President, if present and
acting, or any other director chosen by the Board, shall preside.

          11. REMOVAL OF DIRECTORS. Any director elected by the stockholders, or
the Board of Directors to fill a vacancy, may be removed only for cause by the
affirmative vote of the holders of at least a majority of the combined voting
power of the shares of capital stock of the Corporation outstanding and entitled
to vote for the election of directors.


                                        9

          12. RESIGNATION. Any director may resign by delivering his written
resignation to the Corporation at its principal office or to the President or
Secretary. Such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some other
event.

          13. COMMITTEES. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. The Board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. In
the absence or disqualification of any member of such committee or committees,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member. Any such committee, to the extent
provided in the resolution of the Board, shall have and may exercise the powers
and authority of the Board of Directors in the management of the business and
affairs of the Corporation with the exception of any authority the delegation of
which is prohibited by 141 of the General Corporation Law, and may authorize the
seal of the Corporation to be affixed to all papers which may require it.

          14. WRITTEN ACTION. Any action required or permitted to be taken at
any meeting of the Board of Directors or any committee thereof may be taken
without a meeting if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.

          15. TELEPHONIC MEETINGS. The Board of Directors may hold a meeting by
means of a conference telephone or similar communications equipment if all
persons participating in the meeting can hear each other. Participation in a
meeting pursuant to this Paragraph 15 shall constitute presence in person at
such meeting.

                                    ARTICLE V

                                    OFFICERS

          1. ELECTION OF OFFICERS. The Board of Directors shall elect the
officers of the Corporation. The officers of the Corporation shall be a Chairman
of the Board, a President, a Treasurer, a Secretary, and, if deemed necessary by
the Board of Directors, a Vice-Chairman of the Board of Directors, one or more
Vice Presidents, Assistant Treasurers, Assistant Secretaries and such other
officers as the Board of Directors deems appropriate. The same person may hold
any two or more offices.

          2. SALARIES. The Board of Directors shall establish the salary of each
officer of the Corporation.

          3. TERM AS OFFICERS. Each officer of the Corporation shall hold office
until the Board of Directors elects such officer's successor or until such
officer's death,


                                       10

resignation, or removal from office. The Board of Directors may remove any
officer from office at any time.

          4. CHAIRMAN OF THE BOARD. The Chairman of the Board shall be the chief
executive officer of the Corporation. Subject to the Board of Directors, the
Chairman of the Board shall have the authority to manage the business and
affairs of the Corporation. The Chairman of the Board shall preside at all
meetings of the stockholders and all meetings of the Board of Directors.

          5. PRESIDENT. The President shall be the chief operating officer of
the Corporation. Subject to the Board of Directors and the Chairman of the
Board, the President shall have the authority to manage the business and affairs
of the Corporation.

          6. VICE PRESIDENT. Subject to the Board of Directors, the Chairman of
the Board, and the President, each Vice President shall have general powers of
management and supervision of the business and affairs of the Corporation.

          7. TREASURER. The Treasurer shall be the chief financial officer of
the Corporation. The Treasurer shall have custody of the corporate funds and
securities, shall keep records of the receipts and disbursements of the
Corporation, and shall deposit all moneys and other valuable effects of the
Corporation in such depositories as the Chairman of the Board, the President, or
the Treasurer selects. The Treasurer shall perform such other duties as the
Board of Directors, the Chairman of the Board, or the President prescribe.

          8. SECRETARY. The Secretary shall attend all meetings of the
stockholders and all meetings of the Board of Directors, and shall record all
votes taken at those meetings. The Secretary shall deliver, or cause to be
delivered, notice of all meetings of the stockholders and special meetings of
the Board of Directors, and shall perform such other duties as the Board of
Directors, the Chairman of the Board, or the President prescribe.

                                   ARTICLE VI

                     INDEMNIFICATION OF OFFICERS; DIRECTORS,
                              EMPLOYEES AND AGENTS

          1. The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that such person is or was a director or officer of the Corporation, or is
or was serving at the request of the Corporation as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such conduct was unlawful. The
termination of


                                       11

any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which the
person reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that such conduct was unlawful.

          2. The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the Corporation to procure a judgment in its favor
by reason of the fact that the person is or was a director or officer of the
Corporation, or is or was serving at the request of the Corporation as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorney's fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit if such person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
Corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnification for such expenses which the Court of Chancery or such other
court shall deem proper.

          3. To the extent that a director or officer of the Corporation has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in paragraphs 1 and 2, above, or in defense of any claim,
issue or matter therein, such director or officer shall be indemnified against
expenses (including attorney's fees) actually and reasonably incurred in
connection therewith.

          4. Any indemnification under paragraphs 1 and 2 above (unless ordered
by a court) shall be made by the Corporation only as authorized in the specific
case upon a determination that indemnification of the director or officer is
proper in the circumstance because such director or officer has met the
applicable standard of conduct set forth in paragraphs 1 and 2 above. Such
determination shall be made (A) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (B) if such a quorum is not obtainable or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (C) by the stockholders.

          5. Notwithstanding any contrary determination in the specific case
under paragraph 4 above, and notwithstanding the absence of any determination
thereunder, any present or former director or officer of the Corporation may
apply to any court of competent jurisdiction in the State of Delaware for
indemnification to the extent otherwise permissible under paragraphs 1 and 2
above. The basis of such indemnification by a court shall be a determination by
such court that indemnification of such person is proper in the circumstances
because he has met the applicable standards of conduct set forth in paragraph 1
or paragraph 2, as the case may be. Neither a contrary determination in the
specific case under paragraph 4 nor


                                       12

the absence of any determination thereunder shall be a defense to such
application or create a presumption that such person seeking indemnification has
not met any applicable standard of conduct. Notice of any application for
indemnification pursuant to this paragraph 5 shall be given to the Corporation
promptly upon the filing of such application. If successful, in whole or in
part, such person seeking indemnification shall also be entitled to be paid the
expense of prosecuting such application.

          6. Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding as authorized by the Board
of Directors in the specific case upon receipt of an undertaking by, or on
behalf of, such director or officer to repay such amount if it shall ultimately
be determined that he is not entitled to be indemnified by the Corporation as
authorized in this bylaw. Such expenses (including attorneys' fees) incurred by
other employees and agents shall be so paid upon such terms and conditions, if
any, as the Board of Directors deems appropriate.

          7. The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in any official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director or officer and shall inure to the benefit
of the heirs, executors and administrators of such person. The provisions of
this Article shall not be deemed to preclude the indemnification of any person
who is not specified in paragraphs 1 and 2 above, but whom the Corporation has
the power or obligation to indemnify under the General Corporations Law of the
State of Delaware, or otherwise.

          8. The Corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the Corporation would have the power to
indemnify such person against such liability under the provisions of this bylaw
or under the provisions of the General Corporation Law of the State of Delaware.

          9. For purposes of this bylaw, references to "the Corporation" shall
include, in addition to the Corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had the power and authority
to indemnify its directors and officers, so that any person who is or was a
director or officer of such constituent corporation, or is or was serving at the
request of such constituent corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this bylaw with respect to the
resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.


                                       13

          10. Notwithstanding anything contained in this Article to the
contrary, except for proceedings to enforce rights to indemnification (which
shall be governed by paragraph 5 above), the Corporation shall not be obligated
to indemnify any person in connection with a proceeding (or part thereof)
initiated by such person unless such proceeding (or part thereof) was authorized
or consented to by the Board of Directors of the Corporation.

          11. The Corporation may, to the extent authorized from time to time by
the Board of Directors, provide rights to indemnification and to the advancement
of expenses to employees and agents of the Corporation similar to those
conferred in this Article to directors and officers of the Corporation.

          12. All rights to indemnification and advancement of expenses under
this bylaw shall be deemed to be provided by contract between the Corporation
and the director or officer who serves in such capacity at any time while these
Bylaws and other relevant provisions of the General Corporation Law of the State
of Delaware and other applicable law, if any, are in effect.

          13. For purpose of this bylaw, reference to "other enterprises" shall
include employee benefit plans; reference to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a Director, Officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such Director, Employee, or agent
with respect to an employee benefit plan, its participants, or beneficiaries;
and a person who acted in good faith and in a manner the person reasonably
believed to be in the interest of the participants and beneficiaries of any
employee benefit plan shall be deemed to have acted in a manner "not opposed to
the best interests of the Corporation" as referred to in this bylaw.

          14. If this bylaw or any portion thereof shall be invalidated on any
ground by any court of competent jurisdiction, then the Corporation shall
nevertheless indemnify each person as provided above as to the expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
with respect to any action, suit or proceeding, whether civil, criminal,
administrative or investigative, to the full extent permitted by any applicable
portion of this bylaw that shall not have been invalidated or by any other
applicable law.

          15. (A) Any repeal or modification of this Article by the stockholders
of the Corporation shall not adversely affect any right or protection of a
director or officer of the Corporation existing at the time of such repeal or
modification.

               (B) If the General Corporation Law of the State of Delaware is
amended after approval by stockholders of this bylaw to authorize corporate
action further eliminating or limiting the personal liability of directors or
officers, then a director or officer of the Corporation, in addition to the
circumstances in which he is not now personally liable, shall be free of
liability to the fullest extent permitted by the General Corporation Law of the
State of Delaware, as so amended.


                                       14

                                   ARTICLE VII

                               GENERAL PROVISIONS

          1. CHECKS. The Chairman of the Board, the President, or the Treasurer,
or such other person or persons as any of them may designate, shall sign the
checks drawn on the accounts of the Corporation.

          2. DIVIDENDS. Subject to provisions of the Charter and the provisions
of the General Corporation Law, the Board of Directors may declare dividends
upon the shares of the Corporation. The Corporation may pay dividends in cash,
property, or shares of the Corporation. The date when the Board of Directors
adopts a resolution declaring a dividend shall be the record date for the
purpose of determining the stockholders entitled to receive payment of that
dividend, unless the resolution specifies another record date.

          3. EXECUTION OF CONTRACTS. The Board of Directors may authorize any
officer or agent to execute and deliver any contract or instrument on behalf of
the Corporation. Such authority may be general or confined to specific
instances.

          4. FISCAL YEAR. The fiscal year of the Corporation shall be the fiscal
year established in a resolution adopted by the Board of Directors.

          5. SEAL. The Board of Directors shall adopt a corporate seal for the
Corporation.

          6. VOTING OF SECURITIES. Any officer of the Corporation shall have
authority on behalf of the Corporation to vote securities of another Corporation
or entity that the Corporation owns or to execute and deliver on behalf of the
Corporation a written consent to action of the holders of such securities in
lieu of a meeting.

                                  ARTICLE VIII

                               CONTROL OVER BYLAWS

          Subject to the provisions of the Charter and the provisions of the
General Corporation Law, the power to amend, alter, or repeal these Bylaws and
to adopt new Bylaws may be exercised by the Board of Directors or by the
stockholders.


                                       15



                                     BYLAWS

                                       OF

                              EMCARE HOLDINGS INC.

                                    ARTICLE I

                                     OFFICES

          Section 1.01 Registered Office. The registered office and registered
agent of EmCare Holdings Inc., a Delaware corporation (the "Company") shall be
the registered office and registered agent established pursuant to the
certificate of incorporation, as amended, of the Company (the "Charter").

          Section 1.02 Other Offices. The Company may have offices at such other
places, both within and without the State of Delaware, as the board of directors
of the Company (the "Board of Directors") determines or the business of the
Company requires.

                                   ARTICLE II

                                  SHAREHOLDERS

          Section 2.01 Place of Meetings. The shareholders of the Company (the
"Shareholders") may hold their meetings at such places, within or without the
State of Delaware, as the Board of Directors determines.

          Section 2.02 Annual Meeting. The Shareholders shall hold an annual
meeting at such time as the Board of Directors determines. At the annual
meeting, the Shareholders shall elect the directors of the Company and transact
such other business as may properly be brought before the meeting.

          Section 2.03 Special Meetings. The Board of Directors may call special
meetings of the Shareholders for any purpose. The Shareholders shall confine the
business transacted at a special meeting to the subjects stated in the notice of
the meeting.

          Section 2.04 Notice of Meetings. The Secretary shall deliver, or cause
to be delivered, written notice of a meeting of the Shareholders to each
Shareholder of record. Such notice shall be delivered not less than ten nor more
than sixty days before the date of the meeting. The notice shall state the time
and place of the meeting, and in the case of a special meeting, the purpose of
the meeting.

          Section 2.05 Quorum. The holders of a majority of the shares of the
Company entitled to vote, present in person or represented by proxy, shall
constitute a quorum at meetings

of the Shareholders. If a quorum does not exist at a meeting, the Shareholders
present in person or represented by proxy may adjourn the meeting, without
notice other than announcement at the meeting, until a quorum is present or
represented. At a reconvened meeting at which a quorum is present or
represented, the Shareholders may transact any business that they could have
transacted at the original meeting.

          Section 2.06 Voting. When a quorum is present at a meeting of the
Shareholders, the affirmative vote of the holders of a majority of the shares of
the Company entitled to vote, present in person or represented by proxy, shall
decide any question brought before the meeting, except for the election of
directors. Directors shall be elected by written ballot, by a plurality of the
votes of the shares present in person or represented by proxy at the meeting and
entitled to vote on the election of directors. Except for the election of
directors, the Shareholders need not vote by written ballot. A Shareholder shall
be entitled to vote in person or by a written proxy that the Shareholder has
signed and that bears a date not more than three years before the date of the
meeting, unless the proxy provides for a longer period. The holder of a proxy
shall file the proxy with the Secretary before or at the time of the meeting.
The Shareholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding whether a withdrawal of Shareholders
causes less than a quorum to exist.

          Section 2.07 Shareholders of Record. The Board of Directors may
establish a record date not less than ten nor more than sixty days before the
date of a meeting of the Shareholders to determine the Shareholders entitled to
notice of the meeting and to vote thereat. In the absence of any Board of
Directors action, the date when the Secretary delivers, or causes to be
delivered, written notice of the meeting shall be the record date.

          Section 2.08 Written Consent. The Shareholders may take any action
that they are required or permitted to take at a meeting of the Shareholders
without a meeting pursuant to a written consent, setting forth the action taken,
signed by the holders of issued and outstanding shares of the Company having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all votes entitled to vote thereon were
present and voted, and delivered to the Company to its registered office in
Delaware, its principal place of business, or an officer or agent of the Company
having custody of the minute books of the Company. Delivery to the Company's
registered office shall be by hand or by certified mail, return receipt
requested. Such consent shall have the same force and effect as a vote of the
Shareholders. The Secretary shall promptly notify those Shareholders who did not
sign such consent of the action taken pursuant thereto.

          Section 2.09 Telephonic Meetings. The Shareholders may hold a meeting
by means of conference telephone or similar communications equipment if all
persons participating in the meeting can hear each other. Participation in a
meeting pursuant to this Section 2.09 shall constitute presence in person at
such meeting.


                                        2

                                   ARTICLE III

                               BOARD OF DIRECTORS

          Section 3.01 Management of the Corporation. The Board of Directors
shall manage the business and affairs of the Company.

          Section 3.02 Number of Directors. The Board of Directors shall consist
of the number of directors established in a resolution of either the
Shareholders or the Board of Directors. In the absence of such a resolution, the
number of directors of the Company shall be one. Each director shall hold office
until the Shareholders elect such director's successor or until the Shareholders
otherwise remove such director from office.

          Section 3.03 Removal of a Director. The Shareholders may remove a
director from office, with or without cause.

          Section 3.04 Vacancies. If any vacancies occur in the Board of
Directors, the directors then in office, though less than a quorum, may choose a
successor or successors, or the Shareholders may elect a successor or
successors.

          Section 3.05 Place of Meetings. The Board of Directors may hold its
meetings within or without the State of Texas.

          Section 3.06 First Meeting of the Year. Each newly elected Board of
Directors shall hold its first meeting, without further notice, immediately
following the annual meeting of the Shareholders, and at the same place as such
meeting. At their first meeting, the Board of Directors shall elect the officers
of the Company.

          Section 3.07 Regular Meetings. The Board of Directors may hold regular
meetings without notice at such time and place as the Board of Directors
determines.

          Section 3.08 Special Meetings. The Board of Directors may hold special
meetings called by the Chairman of the Board, the President, or the Secretary on
five days written notice to each director. Such notice shall state the time and
place of the meeting. The notice need not state the purpose of the meeting.

          Section 3.09 Quorum. At meetings of the Board of Directors, the
presence of a majority of the directors shall constitute a quorum. The act of a
majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board of Directors. If a quorum does not exist at a
meeting, the directors present may adjourn the meeting, without notice other
than announcement at the meeting, until a quorum is present.

          Section 3.10 Written Consent. The Board of Directors may take any
action that they are required or permitted to take at a meeting of the Board of
Directors without a meeting pursuant to a written consent, setting forth the
action taken, that all of the directors sign, filed


                                        3

with the minutes of proceedings of the Board of Directors. Such consent shall
have the same force and effect as a unanimous vote of the directors.

          Section 3.11 Telephonic Meetings. The Board of Directors may hold a
meeting by means of a conference telephone or similar communications equipment
if all persons participating in the meeting can hear each other. Participation
in a meeting pursuant to this Section 3.11 shall constitute presence in person
at such meeting.

                                   ARTICLE IV

                                     NOTICES

          Section 4.01 Notice by Mail. Whenever notice is required to be given
to a Shareholder or a director, such notice may be given by mail, postage
prepaid, addressed to such Shareholder or director at his, her, or its address
as it appears on the books of the Company. Any notice given by mail shall be
deemed delivered at the time deposited in the mail.

          Section 4.02 Waiver of Notice. Whenever any notice is required to be
given to a Shareholder or a director, a written waiver thereof signed by the
Shareholder or director, whether signed before or after the time of the meeting
or other event requiring notice, shall be deemed equivalent to the giving of
such notice.

          Section 4.03 Attendance at a Meeting. Attendance of a Shareholder or a
director at a meeting shall constitute a waiver of notice of such meeting by
such Shareholder or director, except when the Shareholder or director attends
the meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business at the meeting because of the lack
of proper notice.

                                    ARTICLE V

                                    OFFICERS

          Section 5.01 Election of Officers. The Board of Directors shall elect
the officers of the Company. The officers of the Company shall be a Chairman of
the Board, a President, one or more Vice Presidents, a Treasurer, a Secretary,
and such other officers as the Board of Directors deems appropriate. The same
person may hold any two or more offices.

          Section 5.02 Salaries. The Board of Directors shall establish the
salary of each officer of the Company.

          Section 5.03 Term as Officers. Each officer of the Company shall hold
office until the Board of Directors elects such officer's successor or until
such officer's death, resignation, or removal from office. The Board of
Directors may remove any officer from office at any time.


                                        4

          Section 5.04 Chairman of the Board. The Chairman of the Board shall be
the chief executive officer of the Company. Subject to the Board of Directors,
the Chairman of the Board shall have the authority to manage the business and
affairs of the Company. The Chairman of the Board shall preside at all meetings
of the Shareholders and all meetings of the Board of Directors.

          Section 5.05 President. The President shall be the chief operating
officer of the Company. Subject to the Board of Directors and the Chairman of
the Board, the President shall have the authority to manage the business and
affairs of the Company.

          Section 5.06 Vice President. Subject to the Board of Directors, the
Chairman of the Board, and the President, each Vice President shall have general
powers of management and supervision of the business and affairs of the Company.

          Section 5.07 Treasurer. The Treasurer shall be the chief financial
officer of the Company. The Treasurer shall have custody of the corporate funds
and securities, shall keep records of the receipts and disbursements of the
Company, and shall deposit all moneys and other valuable effects of the Company
in such depositories as the Chairman of the Board, the President, or the
Treasurer selects. The Treasurer shall perform such other duties as the Board of
Directors, the Chairman of the Board, or the President prescribe.

          Section 5.08 Secretary. The Secretary shall attend all meetings of the
Shareholders and all meetings of the Board of Directors, and shall record all
votes taken at those meetings. The Secretary shall deliver, or cause to be
delivered, notice of all meetings of the Shareholders and special meetings of
the Board of Directors, and shall perform such other duties as the Board of
Directors, the Chairman of the Board, or the President prescribe.

                                   ARTICLE VI

                                 INDEMNIFICATION

          Section 6.01 Indemnification. The Company shall

               (i) indemnify any person who was, is, or is threatened to be made
          a defendant or respondent in any completed, pending or threatened
          action, suit, or proceeding (whether civil, criminal, administrative,
          or investigative, any appeal in such action, suit, or proceeding, and
          any inquiry or investigation that could lead to such an action, suit,
          or proceeding) because such person was or is a director or officer of
          the Company, or while a director or officer of the Company, was or is
          serving at the request of the Company as a director, officer, partner,
          venturer, proprietor, trustee, employee, agent, or similar functionary
          of another corporation, partnership, joint venture, sole
          proprietorship, trust, employee benefit plan, or other enterprise,
          against judgments, penalties (including excise and similar taxes),
          fines, settlements, and reasonable expenses (including attorneys fees)
          actually incurred by such person in connection with such action, suit,
          or proceeding, and


                                        5

               (ii) advance reasonable expenses to such person in connection
          with such action, suit, or proceeding, upon receipt by the Company of
          an undertaking by or on behalf of such person to repay such amount if
          it shall be ultimately determined that he is not entitled to
          indemnification. Any repeal or modification of this Section 6.01 shall
          not adversely affect any right to indemnification of any person with
          respect to any completed, pending, or threatened action, proceeding,
          or suit existing immediately prior to such repeal or modification. The
          rights provided in this Section 6.01 shall not be exclusive of any
          other rights to which such person may be entitled under any provision
          of the Charter, a resolution of the Shareholders or the Board of
          Directors, an agreement, or otherwise.

                                   ARTICLE VII

                               STOCK CERTIFICATES

          Section 7.01 Stock Certificates. Stock certificates, representing
shares of the Company, in such form as the Board of Directors determines, shall
be delivered to each Shareholder. The Chairman of the Board or the President and
the Secretary or an Assistant Secretary shall sign each stock certificate.

          Section 7.02 Lost Stock Certificates. The Board of Directors may
direct that the Company issue a new stock certificate to replace a lost or
destroyed stock certificate. The Board of Directors may require that the person
claiming that the stock certificate was lost or destroyed give the Company a
bond sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate.

          Section 7.03 Transfer of Shares. Upon presentation to the Company of a
stock certificate duly endorsed or accompanied by a stock power that the
Shareholder has executed, and the satisfaction of any other requirements for
transfer, the Company shall register the transfer of the shares on the books of
the Company and issue a new stock certificate to the new Shareholder. Prior to
registration of the transfer on the books of the Company, the Company shall
treat the registered owner of shares as the person exclusively entitled to vote,
to receive notifications, and to otherwise exercise all of the rights and powers
of a Shareholder.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

          Section 8.01 Checks. The Chairman of the Board, the President, or the
Treasurer, or such other person or persons as any of them may designate, shall
sign the checks drawn on the accounts of the Company.

          Section 8.02 Dividends. The Board of Directors may declare dividends
upon the shares of the Company. The Company may pay dividends in cash, property,
or shares of the


                                        6

Company. The date when the Board of Directors adopts a resolution declaring a
dividend shall be the record date for the purpose of determining the
Shareholders entitled to receive payment of that dividend, unless the resolution
specifies another record date.

          Section 8.03 Execution of Contracts. The Board of Directors may
authorize any officer or agent to execute and deliver any contract or instrument
on behalf of the Company. Such authority may be general or confined to specific
instances.

          Section 8.04 Fiscal Year. The fiscal year of the Company shall be the
fiscal year established in a resolution adopted by the Board of Directors.

          Section 8.05 Seal. The Board of Directors shall adopt a corporate seal
for the Company.

          Section 8.06 Voting of Securities. Any officer of the Company shall
have authority on behalf of the Company to vote securities of another
corporation or entity that the Company owns or to execute and deliver on behalf
of the Company a written consent to action of the holders of such securities in
lieu of a meeting.

                                   ARTICLE IX

                                   AMENDMENTS

          Section 9.01 Amendment by Board of Directors. The Board of Directors
may amend or repeal these bylaws or adopt new bylaws.

          Section 9.02 Amendment by Shareholders. The Shareholders may amend or
repeal these bylaws or adopt new bylaws even though the Board of Directors may
also amend, repeal, and adopt bylaws.


                                        7

EX-3.256

                                                                   Exhibit 3.256
                          CERTIFICATE OF INCORPORATION
                                       OF
                                  EMCARE, INC.

                    Pursuant to the provisions of Section 102

                        of the General Corporation Law of

                              the State of Delaware

     I,  the  undersigned,   for  the  purpose  of  creating  and  organizing  a
corporation  under the  provisions  of and  subject to the  requirements  of the
General Corporation Law of the State of Delaware, do HEREBY CERTIFY as follows:

     FIRST: That the name of the corporation (the "Corporation") is:

EmCare, Inc.

     SECOND: That the address of the registered office of the Corporation in the
State of Delaware is 1013 Centre Road, in the city of Wilmington,  County of New
Castle 19805. The name of the Corporation's  registered agent at such address is
Corporation Service Company.

     THIRD:  That the purposes for which the Corporation is formed are to engage
in any lawful act or activity for which  corporations may be organized under the
Delaware General Corporation Law.

     FOURTH:  That the aggregate number of shares of stock which the Corporation
shall have  authority to issue is One Thousand  (1,000)  shares of Common Stock,
par value $0.01.

     FIFTH:  That the name and mailing  address of the sole  incorporator of the
Corporation are as follows:

J. Forbes Anderson
1717 Main Street, Suite 5200
Dallas, Texas  75201

     SIXTH: That in furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware,  the Board of Directors of the corporation is
expressly  authorized  and empowered to make,  alter or repeal the Bylaws of the
Corporation,  subject to the power of the  stockholders  of the  Corporation  to
alter or repeal

CERTIFICATE OF INCORPORATION--EMCARE, INC.
Page 1
DA923630.054



any bylaw made by the board of directors.  Election of directors  need not be by
written ballot.

     SEVENTH:  That the Corporation reserves the right at any time and from time
to time to amend,  alter,  change  or repeal  any  provision  contained  in this
Certificate of Incorporation  in the manner now or hereafter  prescribed by law,
and rights,  preferences  and  privileges of whatsoever  nature  conferred  upon
stockholders, directors, or any other persons whomsoever by and pursuant to this
Certificate  of  Incorporation  in its present form or as hereafter  amended are
granted subject to the right reserved in this Article.

     EIGHTH:  No person shall be  personally  liable to the  Corporation  or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
provided, however, that the foregoing shall not eliminate or limit the liability
of a  director  (i) for any  breach of the  director's  duty of  loyalty  to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional  misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware, or (iv) for
any transaction from which the director derived an improper personal benefit. If
the General  Corporation  Law of the State of  Delaware is amended to  authorize
corporate  action  further  eliminating  or limiting the  personal  liability of
directors,  then  the  liability  of a  director  of the  corporation  shall  be
eliminated or limited to the fullest extent permitted by the general Corporation
Law of the State of Delaware,  as so amended.  Any repeal or modification of the
provisions of this Article Eighth by the  stockholders of the Corporation  shall
not adversely  affect any right or  protection of a director of the  Corporation
existing at the time of such repeal or modification.

[SIGNATURE ON NEXT PAGE]

CERTIFICATE OF INCORPORATION--EMCARE, INC.
Page 2
DA923630.054

     IN WITNESS  WHEREOF,  the undersigned,  being the incorporator  hereinabove
named,  for the  purpose  of  forming  a  corporation  pursuant  to the  General
Corporation  Law of the State of Delaware,  does make this  Certificate,  hereby
declaring,  certifying  and  acknowledging  under  penalties of perjury that the
facts herein stated are true and that this  Certificate is his act and deed, and
accordingly has hereunto set his hand, this 19th day of January, 1993.

/s/ J. Forbes Anderson
- --------------------------------
J. Forbes Anderson
Incorporator

                                       2


ARTICLES OF MERGER

Pursuant to the  provisions  of Article 5.04 of the Texas  Business  Corporation
Act, as amended (the "TBCA"),  and Section 252 of the General Corporation Law of
the State of Delaware, as amended ("GCL"),  EmCare, Inc., a Delaware corporation
("EmCare  Delaware"  or  "Surviving  Corporation"),  and EmCare,  Inc.,  a Texas
corporation  ("EmCare  Texas")  adopt the  following  Articles of Merger for the
purpose of merging EmCare Texas into the Surviving Corporation.

1.   The Agreement of Merger (the  "Agreement"),  dated as of February 25, 1993,
by and among EmCare Texas and EmCare Delaware,  attached hereto as Exhibit A and
incorporated  herein by  reference,  contains  the terms and  conditions  of the
merger of EmCare Texas and EmCare Delaware. The Agreement was adopted, approved,
certified,  executed and acknowledged by the sole shareholder of EmCare Texas in
the  manner  prescribed  by the  TBCA.  The  Agreement  was  adopted,  approved,
certified,  executed and acknowledged by the sole shareholder of EmCare Delaware
in the manner prescribed by the GCL.

2.   As to each of the  undersigned  corporations,  the  total  number of shares
outstanding  and entitled to vote on the Agreement,  and the  designation of and
number of  outstanding  shares of each class  entitled to vote as a class on the
Agreement, are as follows:



                                  ENTITLED TO VOTE
                                  ONLY AS A CLASS
                  TOTAL
                  NUMBER OF
                  SHARES OF       DESIGNATION
NAME OF           COMMON STOCK    OF              NUMBER OF
CORPORATION       OUTSTANDING     CLASS           SHARES
                                         
EmCare Texas      125,000         Common          125,000

EmCare Delaware   1,000           Common          1,000


3.   As to each of the  undersigned  corporations,  the  total  number of shares
voted  for and  against  the  Agreement,  respectively,  and,  as to each  class
entitled  to vote  thereon as a class,  the number of shares of such class voted
for and against the Agreement, respectively, are as follows:

ARTICLES OF MERGER
Page 1
DA930530.150

                                    ENTITLED TO VOTE
                                    ONLY AS A CLASS

                          TOTAL
NAME OF       TOTAL       VOTED             VOTED    VOTED
CORPORATION   VOTED FOR   AGAINST   CLASS   FOR      AGAINST

                                       3


EmCare Texas        125,000   0    Common    125,000   0

EmCare Delaware     1,000     0    Common    1,000     0

4. The Articles of Incorporation of the Surviving Corporation shall be set forth
in their entirety below:

CERTIFICATE OF INCORPORATION

OF

EMCARE, INC.

Pursuant to the provisions of Section 102

of the General corporation Law of

the State of Delaware

I, the undersigned, for the purpose of creating and organizing a corporation
under the provisions of and subject to the requirements of the General
Corporation Law of the State of Delaware, do HEREBY CERTIFY as follows:

FIRST:   That the name of the corporation (the "Corporation") is:

EmCare, Inc,

SECOND: That the address of the registered office of the Corporation in the
State of Delaware is 1013 Centre Road, in the city of Wilmington, County of New
Castle 19805. The name of the Corporation's registered agent at such address is
Corporation Service Company.

THIRD: That the purposes for which the Corporation is formed are to engage in
any lawful act or activity for which corporations may be organized under the
Delaware General Corporation Law.

ARTICLES OF MERGER
Page 2
DA930530.180

FOURTH: That the aggregate number of shares of stock which the Corporation shall
have authority to issue is One Thousand (1,000) shares of Common Stock, par
value $0.01.

FIFTH: That the name and mailing address of the sole incorporator of the
Corporation are as follows:

                                       4


J. Forbes Anderson
1717 Main Street, Suite 5200
Dallas, Texas  75201

SIXTH: That in furtherance and not in limitation of the powers conferred by the
laws of the State of Delaware, the Board of Directors of the Corporation is
expressly authorized and empowered to make, alter or repeal the Bylaws of the
Corporation, subject to this power of the stockholders of the Corporation to
alter or repeal any Bylaw made by the Board of Directors. Election of Directors
used not be by written ballot.

SEVENTH: That the Corporation reserves the right at any time and from time to
time to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation in the manner now or hereafter proscribed by law,
and rights, preferences and privileges of whatsoever nature conferred upon
stockholders, directors, or any other parsons whomsoever by and pursuant to this
Certificate of Incorporation in its present torn or as hereafter amended are
granted subject to the right reserved in this Article.

EIGHTH: No person shall be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided, however, that the foregoing shall not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware, or (iv) for
any transaction from which the director derived an improper personal benefit. If
the General Corporation Law of the State of Delaware is amended to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the general Corporation
Law of the State of Delaware, as so amended. Any repeal or modification of the
provisions of this Article Eighth by the stockholders of the Corporation shall
not adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification.

                            [SIGNATURES ON NEXT PAGE]

ARTICLES OF MERGER
Page 3
DA930530.180

                                       5


IN WITNESS WHEREOF, the undersigned have caused these Articles of Merger to be
executed by their respective Presidents and attested to by their respective
Secretaries on February 25, 1993.

ATTEST:                                     EMCARE, INC. (TEXAS)

By: /s/ J. Forbes Anderson                  By: /s/ William F. Miller
    --------------------------------            --------------------------------
Name: J. Forbes Anderson                    Name: William F. Miller
Title: Secretary                            Title: President

ATTEST:                                     EMCARE, INC. (DELAWARE)

By:  /s/ J. Forbes Anderson                 By: /s/ William F. Miller
     -------------------------------            --------------------------------
Name:    J. Forbes Anderson                 Name: William F. Miller
Title:  Secretary                           Title: President

ARTICLES OF MERGER
Page 4
DA930530.180

                                       6


EXHIBIT A

AGREEMENT OF MERGER

Agreement of Merger (this "Agreement"), dated as of February 25, 1993, between
EmCare, Inc., a Texas corporation ("EmCare Texas") and EmCare, Inc., a Delaware
corporation ("EmCare Delaware", together with EmCare Texas, the "Merging
Companies").

WHEREAS, EmCare Texas is a corporation organized and existing under the laws of
the State of Texas and having an authorized capitalization of 500,000 shares of
common stock, $0.01 par value; and

WHEREAS, EmCare Delaware is a corporation organized and existing under the laws
of the State of Delaware and having an authorized capitalization of 1,000 shares
of common stock, $0.01 par value;

In consideration of the mutual promises and covenants, and subject to the
conditions set forth herein, the Merging Companies agree an follows:

1. Merger. The Merging Companies shall be merged into a single corporation by
EmCare Texas merging with and into EmCare Delaware, which shall survive the
merger (the "Surviving Corporation"), pursuant to the provisions of the Texas
Business Corporation Act and the Delaware General Corporation Act. Upon this
merger the separate corporate existence of EmCare Texas shall cease and the
Surviving Corporation shall become the owner, without other transfer, of all the
rights and property of EmCare Texas and EmCare Delaware, and the Surviving
Corporation shall become subject to all the debts and liabilities of the Merging
Companies in the same manner as if it had itself incurred them.

2. Effective Date. This Agreement shall become effective immediately upon
compliance with the laws of the States of Texas and Delaware (the "Effective
Date").

3. Surviving Corporation. The name of the Surviving Corporation shall be EmCare,
Inc. The purposes and county where the registered office for the Surviving
Corporation shall be located shall be as they appear in the articles of
incorporation of this Surviving Corporation.

4. Authorized Capital. The authorized capital stock of the Surviving Corporation
following the Effective Date shall be 1,000 shares of common stock, par value
$0.01, unless and until the same shall be changed in accordance with the laws of
the State of Delaware.

AGREEMENT OF MERGER
Page 1
DA930120.003

                                       7


5. Articles of Incorporation of Surviving Corporation. The articles of
incorporation of EmCare Delaware, as in effect on the Effective Date, shall be
the articles of incorporation of the Surviving Corporation, until the same shall
be altered or amended pursuant to the Delaware General Corporation Law.

6. Bylaws. The bylaws of EmCare Delaware, as in affect on the Effective Date,
shall be the bylaws of the Surviving Corporation, until the same shall be
altered, amended, or repealed, or until new bylaws are adopted as provided
therein.

7. Board of Directors. The names end addresses of the persons who shall
constitute the board of directors of the Surviving Corporation, and who shall
hold office until the first annual meeting of the shareholders of the Surviving
Corporation are as follows:

Leonard M. Riggs, Jr., M.D.                 1717 Main Street
                                            Suite 5200
                                            Dallas, Texas  75201

8. Conversion of Stock of Merging Companies. Share of stock of the Merging
Companies shall be converted into shares of the Surviving Corporation as
follows, for a total capitalization of the Surviving Corporation of 1,000
shares, par value $0.01:

(a) Shares of EmCare Texas. Upon receipt by the sole shareholder, and in
consideration of, the sum of $10.00, each share of common stock of EmCare Texas
that is issued and outstanding on the Effective Date of merger shall be
cancelled, and such sole shareholder shall not receive shares of common stock of
the Surviving Corporation.

(b) Shares of EmCare Delaware. Each share of common stock of EmCare Delaware
that is issued and outstanding on the Effective Date of the merger shall be
converted as a whole to 1,000 shares of common stock, par value $0.01, of the
Surviving Corporation.

(c) Shareholders in the Surviving Corporation shall be entitled to receive any
and all dividends on stock of the Surviving Corporation that may be declared and
paid between the Effective Date of the merger and issuance to such

AGREEMENT OF MERGER
Page 2
DA930120.003

shareholder of a certificate of common stock in the Surviving Corporation.

                                       8


9. Retirement of Stock. On and after the Effective Date of the merger, all of
the shareholders in EmCare Texas shall surrender for cancellation their
certificates of stock in that corporation to the Surviving Corporation by
delivering the same to its appointed agent, at 1717 Main Street, Suite 5200,
Dallas, Texas 75201.

10. Approval of Shareholders. This Agreement shall be submitted to the
shareholders of the Merging Companies for their approval in the manner provided
by the applicable laws of the States of Texas and Delaware at such time as the
boards of directors of the Merging Companies shall agree.

11. Abandonment by Board of Directors. The directors of the Merging Companies
may, in their discretion, abandon this merger, subject to the rights of third
parties under and contracts relating to this merger without further action or
approval by the shareholders of the Merging Companies, at any time before the
merger has been completed.

12. Counterparts. This Agreement may be executed in any number of counterparts,
and all such counterparts and copies shall be and constitute one original
instrument.

13. Tax-Free Merger. This Agreement is considered to be a tax-free merger
pursuant to Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as
amended.

[SIGNATURES ON NEXT PAGE]

AGREEMENT OF MERGER
Page 3
DA930120.003

                                       9



IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed by the undersigned on the date first written above.

EMCARE, INC. (TEXAS)

By: /s/ William F. Miller, III
    -----------------------------------
Name: William F. Miller III
Title: President

EMCARE, INC. (DELAWARE)

By: /s/ William F. Miller III
    -----------------------------------
Name: William F. Miller III
Title: President

AGREEMENT OF MERGER
Page 4
DA930120.003

                                       10


                              CERTIFICATE OF MERGER
                                       OF
             EMCARE PHYSICIANS NETWORK, INC., a Delaware corporation
                                       AND
              EMCARE RECEIVABLES CORPORATION, a Nevada corporation
                                  WITH AND INTO
                      EMCARE, INC., a Delaware corporation

PURSUANT TO SECTION 252 OF THE DELAWARE GENERAL CORPORATION LAW

The undersigned corporation hereby certifies that:

FIRST: The names and states of incorporation of the constituent corporations are
as follows:

Name                                                     State of Incorporation

EmCare, Inc.                                             Delaware

EmCare Receivables Corporation                           Nevada

EmCare Physicians Network, Inc.                          Delaware

SECOND: A Plan of Merger has been approved, adopted, certified, executed and
acknowledged by each of the constituent corporations in accordance with the
requirements of Section 252 of the General Corporation Law of the State of
Delaware.

THIRD: The name of the surviving corporation of the merger is EmCare, Inc.

FOURTH: Upon the effectiveness of the merger, the Certificate of Incorporation
of EmCare, Inc., a Delaware corporation, shall be the Certificate of
Incorporation of the surviving corporation.

FIFTH: The executed Agreement of Merger is on file at the office of the
surviving corporation. The address of said office is 1717 Main Street, Suite
5200, Dallas, Texas 75201.

SIXTH: A copy of the Agreement of Merger will be furnished by the surviving
corporation, on request and without cost, to any stockholder of any constituent
corporation.

SEVENTH: The authorized capital stock of EmCare Receivables Corporation, a
Nevada corporation is 1,000 shares at a $1.00 Par Value.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

Dated: November 30, 1998.

                                       11


EmCare, Inc., a Delaware corporation

By: /s/ William F. Miller, III
    -----------------------------------
    William F. Miller, III
    President

Attest by:

/s/ Scott W. Roloff
- ---------------------------------------
Scott W. Roloff
Secretary

DA982930.063/2+

                                       12


                              CERTIFICATE OF MERGER

This Certificate of Merger (this "Certificate"), dated as of August 31, 1997, is
filed in connection with the merger of DOKTAH, L.L.C., a Delaware limited
liability company (the "Acquired Company"), into EmCare, Inc., a Delaware
corporation (the "Surviving Corporation").

Section 1 Acquired Company. The name of the Acquired Company is DOKTAH, L.L.C.
The Acquired Company is a Delaware limited liability company.

Section 2 Surviving Corporation. The name of the Surviving Corporation is
EmCare, Inc. The Surviving Corporation is a Delaware corporation.

Section 3 Merger Agreement. The Acquired Company and the Surviving Corporation
entered into an Agreement of Merger (the "Merger Agreement"), dated as of August
31, 1997, under which the Acquired Company agreed to merge into the Surviving
Corporation. The Acquired Company and the Surviving Corporation each approved,
adopted, certified, executed, and acknowledged the Merger Agreement in
accordance with Section 264(c)(2) of the Delaware General Corporation Law.

Section 4  Name.  The name of the Surviving Corporation shall be "EmCare, Inc."

Section 5 Certificate of Incorporation. No amendments or changes to the
Surviving Corporation's certificate of incorporation will be effected by the
merger. The certificate of incorporation of the Surviving Corporation
immediately before the merger shall remain the certificate of incorporation of
the Surviving Corporation immediately after the merger.

Section 6 Merger Agreement on File. An executed copy of the Merger Agreement is
on file at the office of the Surviving Corporation. The address of this office
is 1717 Main Street, Suite 5200, Dallas, Texas 75201.

Section 7 Copies of the Merger Agreement. The Surviving Corporation will furnish
a copy of the Merger Agreement, on request and without cost, to any stockholder
of the Surviving Corporation or former member of the Acquired Company.

IN WITNESS WHEREOF, the Surviving Corporation has executed this Certificate as
of the date first written above to be effective upon filing with the Delaware
Secretary of State.

EMCARE, INC.

By:  /s/ Robert F. Anderson, II
- ----------------------------------------
Name: Robert F. Anderson, II
Title: Senior Vice President

Document # 61583 v. 01 Dallas
Client/Matter # 013100\0000

                                       13


CERTIFICATE OF OWNERSHIP AND MERGER
(ARTICLES OF MERGER)
MERGING
EMCARE PHYSICIAN STAFFING SERVICES, INC., A .TEXAS CORPORATION
INTO
EMCARE, INC., A DELAWARE CORPORATION

Pursuant to the provisions of Section 253 of the Delaware General Corporation
Law (the "DGCL") and Article 5.16 of the Texas Business Corporation Act (the
"TBCA"), the undersigned, being the Chairman of the Board and the Secretary of
EmCare, Inc., a Delaware corporation, do hereby certify that:

1. The name of the subsidiary corporation is EmCare Physician Staffing Services,
Inc., a Texas corporation, and the name of the parent corporation is EmCare,
Inc., a Delaware corporation.

2. The number of outstanding shares of the subsidiary corporation is 1,000
shares of common stock, par value $.01 per share, and the number of such shares
owned by the parent is 1,000.

3. The resolutions attached hereto as Exhibit A were adopted by the board of
directors of the parent corporation on March 30, 1994 to merge the subsidiary
corporation into the parent corporation.

4. The merger of the subsidiary corporation into the parent corporation is
effective upon the issuance of a Certificate of Merger by the Secretary of
State.

5. The address of the registered office of the surviving corporation in the
State of Delaware is 1013 Centre Road, in the City of Wilmington, County of New
Castle. The name of the surviving corporation's registered agent at such address
is Corporation Service Company.

The parent corporation hereby: (a) agrees that it may be served with process in
the State of Texas in any proceeding for the enforcement of any obligation of
the subsidiary corporation and in any proceeding for the enforcement of the
rights of a dissenting shareholder of the subsidiary corporation against the
parent corporation, (b) irrevocably appoints the Secretary of the State of Texas
as its agent to accept service of process in any such proceeding; and (c) agrees
that it will promptly pay to the assenting shareholders of the subsidiary
corporation the amount, if any, to which they shall be entitled under the
provisions of the TBCA with respect to the rights of dissenting shareholders.

[SIGNATURES ON NEXT PAGE]

EMCARE, INC.

                                       14


By:  /s/ Leonard M. Riggs, Jr., M.D.
     ----------------------------------------
     Leonard M. Riggs, Jr., M.D.
     Chairman of the Board

ATTEST:

/s/ Gary W. Cage
- ---------------------------------
Gary W. Cage
Secretary

DA940620.0494+

                                       15


                                    EXHIBIT A

                             WRITTEN CONSENT OF THE
                               BOARD OF DIRECTORS
                                       OF
                                  EMCARE, INC.

The undersigned, being the entire board of directors of EMCARE, INC., a Delaware
corporation (the "Corporation"), pursuant to Section 141(f) of the Delaware
General Corporation Law, do hereby consent to and adopt the following
resolutions:

WHEREAS, the Corporation owns 100 percent of the outstanding shares of EmCare
Physician Staffing Services, Inc., a Texas corporation (the "Subsidiary
Corporation");

WHEREAS, the Corporation desires to merge the Subsidiary Corporation with and
into the Corporation, and each of the directors deems such a merger to be in the
best interests of the Corporation; and

WHEREAS, there are no minority shareholders;

NOW, THEREFORE, BE IT RESOLVED, that the Corporation merge the Subsidiary
Corporation into itself and assume all of the Subsidiary Corporation's
obligations; and

RESOLVED FURTHER, that the officers of the Corporation be, and each of them
hereby is empowered and directed to do all things necessary or proper for the
full and complete accomplishment of said merger, including execution and filing
of a Certificate of Ownership or Articles of Merger as required by law.

The undersigned executed this written consent (which he may do by signature
transmitted via facsimile machine) as of the 30th day of March, 1994.

/s/ Leonard M. Riggs, Jr., M.D.
- -------------------------------------------
Leonard M. Riggs, Jr., M.D.

DA940620.051/2+

Board of Directors Consent (EmCare, Inc.)

                                       16


                            CERTIFICATE OF OWNERSHIP

                                     MERGING
               EMCARE MEDICAL SERVICES, INC., A TEXAS CORPORATION
                                      INTO
                      EMCARE, INC., A DELAWARE CORPORATION

Pursuant to the provisions of Section 253 of the Delaware General Corporation
Law (the "DGCL") and Article 5.16 of the Texas Business Corporation Act (the
"TBCA"), the undersigned, being the Chairman of the Board and the Secretary of
EmCare, Inc., a Delaware corporation, do hereby certify that:

1. The name of the subsidiary corporation is EmCare Medical Services, Inc., a
Texas corporation, and the name of the parent corporation is EmCare, Inc., a
Delaware corporation.

2. The number of outstanding shares of the subsidiary corporation is 1,000
shares of common stock, par value $1.00 per share, and the number of such shares
owned by the parent is 1,000.

3. The resolutions attached hereto as Exhibit A were adopted by the board of
directors of the parent corporation on December 30, 1993 to merge the subsidiary
corporation into the parent corporation.

4. The merger of the subsidiary corporation into the parent corporation is
effective as of December 31, 1993.

5. The address of the registered office of the surviving corporation in the
State of Delaware is 1013 Centre Road, in the City of Wilmington, County of New
Castle. The name of the surviving corporation's registered agent at such address
is Corporation Service Company.

The parent corporation hereby: (a) agrees that it may be served with process in
the State of Texas in any proceeding for the enforcement of any obligation of
the subsidiary corporation and in any proceeding for the enforcement of the
rights of a dissenting shareholder of the subsidiary corporation against the
parent corporation, (b) irrevocably appoints the secretary of the State of Texas
as its agent to accept service of process in any such proceeding; and (c) agrees
that it will promptly pay to the assenting shareholders of the subsidiary
corporation the amount, if any, to which they shall be entitled under the
provisions of the TBCA with respect to the rights of dissenting shareholders.

[SIGNATURES ON NEXT PAGE]

                                       17


EMCARE, INC.

/s/ Leonard M. Riggs, Jr., M.D.
- ----------------------------------------
Leonard M. Riggs, Jr., M.D.
Chairman of the Board

ATTEST:

/s/ J. Forbes Anderson
- ----------------------------------------
J. Forbes Anderson
Secretary

DA903340.057/11+

                                       18


                                    EXHIBIT A

                             WRITTEN CONSENT OF THE
                               BOARD OF DIRECTORS
                                       OF
                                  EMCARE, INC.

The undersigned, being the entire board of directors of EMCARE, INC., a Delaware
corporation (the "Corporation"), pursuant to Section 141(f) of the Delaware
General Corporation Law, do hereby consent to and adopt the following
resolutions:

WHEREAS, the Corporation owns 100 percent of the outstanding shares of EmCare
Medical Services, Inc., a Texas corporation (the "Subsidiary Corporation");

WHEREAS, the Corporation desires to merge the Subsidiary Corporation with and
into the Corporation as of December 31, 1993, and each of the directors deems
such a merger to be in the best interests of the Corporation; and

WHEREAS, there are no minority shareholders;

NOW, THEREFORE, BE IT RESOLVED, that the Corporation merge the Subsidiary
Corporation into itself and assume all of the Subsidiary Corporation's
obligations; and

RESOLVED FURTHER, that the officers of the Corporation be, and each of them
hereby is empowered and directed to do all things necessary or proper for the
full and complete accomplishment of said merger as of December 31, 1993
including execution and filing of a Certificate of Merger (articles of merger)
as required by law.

Each of the undersigned has executed this written consent (which he may do by
signature transmitted via facsimile machine) as of the 30th day of December,
1993.

/s/ Leonard M. Riggs, Jr., M.D.
- ---------------------------------------
Leonard M. Riggs, M.D.

DA933340.095/8+

Board of Directors Consent (EmCare, Inc.)

                                       19

EX-3.257

                                                                   Exhibit 3.257

                                     BYLAWS

                                       OF

                                  EMCARE, INC.

                                    ARTICLE I
                                     OFFICES

     Section 1.01 Registered Office. The registered office and registered agent
of EmCare, Inc., a Delaware corporation (the "Company") shall be the registered
office and registered agent established pursuant to the certificate of
incorporation, as amended, of the Company (the "Charter").

     Section 1.02 Other Offices. The Company may have offices at such other
places, both within and without the State of Delaware, as the board of directors
of the Company (the "Board of Directors") determines or the business of the
Company requires.

                                   ARTICLE II
                                  SHAREHOLDERS

     Section 2.01 Place of Meetings. The shareholders of the Company (the
"Shareholders") may hold their meetings at such places, within or without the
State of Delaware, as the Board of Directors determines.

     Section 2.02 Annual Meeting. The Shareholders shall hold an annual meeting
at such time as the Board of Directors determines. At the annual meeting, the
Shareholders shall elect the directors of the Company and transact such other
business as may properly be brought before the meeting.

     Section 2.03 Special Meetings. The Board of Directors may call special
meetings of the Shareholders for any purpose. The Shareholders shall confine the
business transacted at a special meeting to the subjects stated in the notice of
the meeting.

     Section 2.04 Notice of Meetings. The Secretary shall deliver, or cause to
be delivered, written notice of a meeting of the Shareholders to each
Shareholder of record. Such notice shall be delivered not less than ten nor more
than sixty days before the date of the meeting. The notice shall state the time
and place of the meeting, and in the case of a special meeting, the purpose of
the meeting.

     Section 2.05 Quorum. The holders of a majority of the shares of the Company
entitled to vote, present in person or represented by proxy, shall constitute a
quorum at meetings of the Shareholders. If a quorum does not exist at a meeting,
the Shareholders present in person or represented by proxy may adjourn the
meeting, without notice other than announcement at the



meeting, until a quorum is present or represented. At a reconvened meeting at
which a quorum is present or represented, the Shareholders may transact any
business that they could have transacted at the original meeting.

     Section 2.06 Voting. When a quorum is present at a meeting of the
Shareholders, the affirmative vote of the holders of a majority of the shares of
the Company entitled to vote, present in person or represented by proxy, shall
decide any question brought before the meeting, except for the election of
directors. Directors shall be elected by written ballot, by a plurality of the
votes of the shares present in person or represented by proxy at the meeting and
entitled to vote on the election of directors. Except for the election of
directors, the Shareholders need not vote by written ballot. A Shareholder shall
be entitled to vote in person or by a written proxy that the Shareholder has
signed and that bears a date not more than three years before the date of the
meeting, unless the proxy provides for a longer period. The holder of a proxy
shall file the proxy with the Secretary before or at the time of the meeting.
The Shareholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding whether a withdrawal of Shareholders
causes less than a quorum to exist.

     Section 2.07 Shareholders of Record. The Board of Directors may establish a
record date not less than ten nor more than sixty days before the date of a
meeting of the Shareholders to determine the Shareholders entitled to notice of
the meeting and to vote thereat. In the absence of any Board of Directors
action, the date when the Secretary delivers, or causes to be delivered, written
notice of the meeting shall be the record date.

     Section 2.08 Written Consent. The Shareholders may take any action that
they are required or permitted to take at a meeting of the Shareholders without
a meeting pursuant to a written consent, setting forth the action taken, signed
by the holders of issued and outstanding shares of the Company having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all votes entitled to vote thereon were
present and voted, and delivered to the Company to its registered office in
Delaware, its principal place of business, or an officer or agent of the Company
having custody of the minute books of the Company. Delivery to the Company's
registered office shall be by hand or by certified mail, return receipt
requested. Such consent shall have the same force and effect as a vote of the
Shareholders. The Secretary shall promptly notify those Shareholders who did not
sign such consent of the action taken pursuant thereto.

     Section 2.09 Telephonic Meetings. The Shareholders may hold a meeting by
means of conference telephone or similar communications equipment if all persons
participating in the meeting can hear each other. Participation in a meeting
pursuant to this Section 2.09 shall constitute presence in person at such
meeting.

                                   ARTICLE III
                               BOARD OF DIRECTORS

     Section 3.01 Management of the Corporation. The Board of Directors shall
manage the business and affairs of the Company.


                                        2



     Section 3.02 Number of Directors. The Board of Directors shall consist of
the number of directors established in a resolution of either the Shareholders
or the Board of Directors. In the absence of such a resolution, the number of
directors of the Company shall be one. Each director shall hold office until the
Shareholders elect such director's successor or until the Shareholders otherwise
remove such director from office.

     Section 3.03 Removal of a Director. The Shareholders may remove a director
from office, with or without cause.

     Section 3.04 Vacancies. If any vacancies occur in the Board of Directors,
the directors then in office, though less than a quorum, may choose a successor
or successors, or the Shareholders may elect a successor or successors.

     Section 3.05 Place of Meetings. The Board of Directors may hold its
meetings within or without the State of Texas.

     Section 3.06 First Meeting of the Year. Each newly elected Board of
Directors shall hold its first meeting, without further notice, immediately
following the annual meeting of the Shareholders, and at the same place as such
meeting. At their first meeting, the Board of Directors shall elect the officers
of the Company.

     Section 3.07 Regular Meetings. The Board of Directors may hold regular
meetings without notice at such time and place as the Board of Directors
determines.

     Section 3.08 Special Meetings. The Board of Directors may hold special
meetings called by the Chairman of the Board, the President, or the Secretary on
five days written notice to each director. Such notice shall state the time and
place of the meeting. The notice need not state the purpose of the meeting.

     Section 3.09 Quorum. At meetings of the Board of Directors, the presence of
a majority of the directors shall constitute a quorum. The act of a majority of
the directors present at any meeting at which a quorum is present shall be the
act of the Board of Directors. If a quorum does not exist at a meeting, the
directors present may adjourn the meeting, without notice other than
announcement at the meeting, until a quorum is present.

     Section 3.10 Written Consent. The Board of Directors may take any action
that they are required or permitted to take at a meeting of the Board of
Directors without a meeting pursuant to a written consent, setting forth the
action taken, that all of the directors sign, filed with the minutes of
proceedings of the Board of Directors. Such consent shall have the same force
and effect as a unanimous vote of the directors.

     Section 3.11 Telephonic Meetings. The Board of Directors may hold a meeting
by means of a conference telephone or similar communications equipment if all
persons participating in the meeting can hear each other. Participation in a
meeting pursuant to this Section 3.11 shall constitute presence in person at
such meeting.


                                        3



                                   ARTICLE IV
                                     NOTICES

     Section 4.01 Notice by Mail. Whenever notice is required to be given to a
Shareholder or a director, such notice may be given by mail, postage prepaid,
addressed to such Shareholder or director at his, her, or its address as it
appears on the books of the Company. Any notice given by mail shall be deemed
delivered at the time deposited in the mail.

     Section 4.02 Waiver of Notice. Whenever any notice is required to be given
to a Shareholder or a director, a written waiver thereof signed by the
Shareholder or director, whether signed before or after the time of the meeting
or other event requiring notice, shall be deemed equivalent to the giving of
such notice.

     Section 4.03 Attendance at a Meeting. Attendance of a Shareholder or a
director at a meeting shall constitute a waiver of notice of such meeting by
such Shareholder or director, except when the Shareholder or director attends
the meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business at the meeting because of the lack
of proper notice.

                                    ARTICLE V
                                    OFFICERS

     Section 5.01 Election of Officers. The Board of Directors shall elect the
officers of the Company. The officers of the Company shall be a Chairman of the
Board, a President, a Treasurer, a Secretary, and such other officers as the
Board of Directors deems appropriate. The same person may hold any two or more
offices.

     Section 5.02 Salaries. The Board of Directors shall establish the salary of
each officer of the Company.

     Section 5.03 Term as Officers. Each officer of the Company shall hold
office until the Board of Directors elects such officer's successor or until
such officer's death, resignation, or removal from office. The Board of
Directors may remove any officer from office at any time.

     Section 5.04 Chairman of the Board. The Chairman of the Board shall be the
chief executive officer of the Company. Subject to the Board of Directors, the
Chairman of the Board shall have the authority to manage the business and
affairs of the Company. The Chairman of the Board shall preside at all meetings
of the Shareholders and all meetings of the Board of Directors.

     Section 5.05 President. The President shall be the chief operating officer
of the Company. Subject to the Board of Directors and the Chairman of the Board,
the President shall have the authority to manage the business and affairs of the
Company.

     Section 5.06 Treasurer. The Treasurer shall be the chief financial officer
of the Company. The Treasurer shall have custody of the corporate funds and
securities, shall keep records of the receipts and disbursements of the Company,
and shall deposit all moneys and other valuable effects of the Company in such
depositories as the Chairman of the Board, the


                                        4



President, or the Treasurer selects. The Treasurer shall perform such other
duties as the Board of Directors, the Chairman of the Board, or the President
prescribe.

     Section 5.07 Secretary. The Secretary shall attend all meetings of the
Shareholders and all meetings of the Board of Directors, and shall record all
votes taken at those meetings. The Secretary shall deliver, or cause to be
delivered, notice of all meetings of the Shareholders and special meetings of
the Board of Directors, and shall perform such other duties as the Board of
Directors, the Chairman of the Board, or the President prescribe.

                                   ARTICLE VI
                                 INDEMNIFICATION

     Section 6.01 Indemnification. The Company shall (i) indemnify any person
who was, is, or is threatened to be made a defendant or respondent in any
completed, pending or threatened action, suit, or proceeding (whether civil,
criminal, administrative, or investigative, any appeal in such action, suit, or
proceeding, and any inquiry or investigation that could lead to such an action,
suit, or proceeding) because such person was or is a director or officer of the
Company, or while a director or officer of the Company, was or is serving at the
request of the Company as a director, officer, partner, venturer, proprietor,
trustee, employee, agent, or similar functionary of another corporation,
partnership, joint venture, sole proprietorship, trust, employee benefit plan,
or other enterprise, against judgments, penalties (including excise and similar
taxes), fines, settlements, and reasonable expenses (including attorneys fees)
actually incurred by such person in connection with such action, suit, or
proceeding, and (ii) advance reasonable expenses to such person in connection
with such action, suit, or proceeding, upon receipt by the Company of an
undertaking by or on behalf of such person to repay such amount if it shall be
ultimately determined that he is not entitled to indemnification. Any repeal or
modification of this Section 6.01 shall not adversely affect any right to
indemnification of any person with respect to any completed, pending, or
threatened action, proceeding, or suit existing immediately prior to such repeal
or modification. The rights provided in this Section 6.01 shall not be exclusive
of any other rights to which such person may be entitled under any provision of
the Charter, a resolution of the Shareholders or the Board of Directors, an
agreement, or otherwise.

                                   ARTICLE VII
                               STOCK CERTIFICATES

     Section 7.01 Stock Certificates. Stock certificates, representing shares of
the Company, in such form as the Board of Directors determines, shall be
delivered to each Shareholder. The Chairman of the Board or the President and
the Secretary or an Assistant Secretary shall sign each stock certificate.

     Section 7.02 Lost Stock Certificates. The Board of Directors may direct
that the Company issue a new stock certificate to replace a lost or destroyed
stock certificate. The Board of Directors may require that the person claiming
that the stock certificate was lost or destroyed give the Company a bond
sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate.


                                        5



     Section 7.03 Transfer of Shares. Upon presentation to the Company of a
stock certificate duly endorsed or accompanied by a stock power that the
Shareholder has executed, and the satisfaction of any other requirements for
transfer, the Company shall register the transfer of the shares on the books of
the Company and issue a new stock certificate to the new Shareholder. Prior to
registration of the transfer on the books of the Company, the Company shall
treat the registered owner of shares as the person exclusively entitled to vote,
to receive notifications, and to otherwise exercise all of the rights and powers
of a Shareholder.

                                  ARTICLE VIII
                               GENERAL PROVISIONS

     Section 8.01 Checks. The Chairman of the Board, the President, or the
Treasurer, or such other person or persons as any of them may designate, shall
sign the checks drawn on the accounts of the Company.

     Section 8.02 Dividends. The Board of Directors may declare dividends upon
the shares of the Company. The Company may pay dividends in cash, property, or
shares of the Company. The date when the Board of Directors adopts a resolution
declaring a dividend shall be the record date for the purpose of determining the
Shareholders entitled to receive payment of that dividend, unless the resolution
specifies another record date.

     Section 8.03 Execution of Contracts. The Board of Directors may authorize
any officer or agent to execute and deliver any contract or instrument on behalf
of the Company. Such authority may be general or confined to specific instances.

     Section 8.04 Fiscal Year. The fiscal year of the Company shall be the
fiscal year established in a resolution adopted by the Board of Directors.

     Section 8.05 Seal. The Board of Directors shall adopt a corporate seal for
the Company.

     Section 8.06 Voting of Securities. Any officer of the Company shall have
authority on behalf of the Company to vote securities of another corporation or
entity that the Company owns or to execute and deliver on behalf of the Company
a written consent to action of the holders of such securities in lieu of a
meeting.

                                   ARTICLE IX
                                   AMENDMENTS

     Section 9.01 Amendment by Board of Directors. The Board of Directors may
amend or repeal these bylaws or adopt new bylaws.

     Section 9.02 Amendment by Shareholders. The Shareholders may amend or
repeal these bylaws or adopt new bylaws even though the Board of Directors may
also amend, repeal, and adopt bylaws.


                                        6

EX-3.258

                                                                   Exhibit 3.258

                            ARTICLES OF INCORPORATION

                                       OF

                                   ECEP, INC.

            THE UNDERSIGNED, being a natural person of the age of eighteen years
or more, and acting as the incorporator of a corporation to be organized
pursuant to the provisions of The General and Business Corporation Law of
Missouri, does hereby adopt the following Articles of Incorporation.

            FIRST: The name of the corporation is ECEP, Inc.

            SECOND: The address of the initial registered office of the
corporation in the State of Missouri is 221 Bolivar Street, in the City of
Jefferson City 65101, and the name of its initial registered agent at such
address is Corporation Service Company d/b/a CSC-Lawyers Incorporating Service
Company.

            THIRD: The aggregate number of shares which the corporation shall
have authority to issue is 1,000, all of which are of a par value of $0.01
dollars each, and all of which are of one class and are designated as Common
shares.

            FOURTH: No holder of any of the shares of any class of the
corporation shall be entitled as of right to subscribe for, purchase, or
otherwise acquire any shares of any class of the corporation which the
corporation proposes to issue or any rights or options which the corporation
proposes to grant for the purchase of shares of any class of the corporation or
for the purchase of any shares, bonds, securities, or obligations of the
corporation which are convertible into or exchangeable for, or which carry any
rights, to subscribe for, purchase, or otherwise acquire shares of any class of
the corporation; and any and all of such shares, bonds, securities, or
obligations of the corporation, whether now or hereafter authorized or created,
may be issued, or may be reissued or transferred if the same have been
reacquired and have treasury status, and any and all of such rights and options
may be granted by the Board of Directors to such persons, firms, corporations,
and associations, and for such lawful consideration, and on such terms, as the
Board of Directors in its discretion may determine, without first offering the
same, or any thereof, to any said holder.



            FIFTH: The name and the place of residence of the incorporator are
as follows:

NAME                                            RESIDENCE

S. Kent Fannon                                  1717 Main Street, Suite 5200
                                                Dallas, TX 75201

            SIXTH: The number of directors to constitute the Board of Directors
of the corporation until changed in the manner prescribed by the provisions of
The General and Business Corporation Law of Missouri is one.

            SEVENTH: The duration of the corporation is to be perpetual.

            EIGHTH: The corporation is formed for the following purposes:

                        To engage in any lawful business.

            NINTH: 1. The Board of Directors may make, alter, and repeal the
Bylaws of the corporation except any Bylaw the control over which is vested in
the shareholders entitled to vote under the provisions of The General and
Business Corporation Law of Missouri.

            2. The corporation shall, to the fullest extent permitted by the
provisions of The General and Business Corporation Law of Missouri, as the same
may be amended and supplemented, indemnify any and all persons whom it shall
have power to indemnify under said provisions from and against any and all
expenses, liabilities, or other matters referred to in or covered by said
provisions.

Signed on November _____, 1999

                               /s/ S. Kent Fannon
                               ---------------------
                               S. Kent Fannon

                                        2


STATE OF TEXAS        )
                      ) Section:
COUNTY OF DALLAS      )

            I, Robyn D. Elliott, a notary public, do hereby certify that on
November 8, 1999, personally appeared before me, S. Kent Fannon, who being by me
first duly sworn, declared that he is the person who signed the foregoing
document as incorporator, and that the statements therein contained are true.

                              /s/ Robyn D. Elliott
                              ------------------------
                              Notary Public

                                        3

EX-3.259

                                                                 Exhibit 3.259

                                     BYLAWS

                                       OF

                                   ECEP, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of ECEP, INC., (the "Corporation")
shall be such registered agent and office as shall from time to time be
established pursuant to the articles of incorporation, as amended from time to
time, of the Corporation (the "Charter") or by resolution of the Board of
Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Missouri as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.01. Meetings of Stockholders of the Corporation (the "Stockholders") for
any purpose may be held at such place, within or without the State of Missouri,
as shall be fixed from time to time by the Board, or, if the Board has not so
specified, then at such place as may be fixed by the person or persons calling
the meeting.

     2.02. An annual meeting of the Stockholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Stockholders, a complete
list of the Stockholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Stockholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Stockholder who may be present.

     2.04. Special meetings of the Stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote



at the meetings. Business transacted at all special meetings shall be confined
to the objects stated in the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Stockholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
Stockholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Stockholders, the Stockholders
entitled to vote thereat, present in person or represented by proxy, shall
nevertheless have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At an adjourned session at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders, unless otherwise provided by statute or the Charter. At any
meeting of the Stockholders, every Stockholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Stockholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Stockholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.


                                       2



     2.10. Any action required by statute to be taken at a meeting of the
Stockholders, or any action which may be taken at a meeting of the Stockholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Stockholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Stockholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Stockholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Stockholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Stockholders at the
annual meeting or a special meeting called for that purpose, but no decrease
shall have the effect of shortening the term of an incumbent director. Directors
need not be Stockholders or residents of the State of Missouri. The directors
shall be elected at the annual meeting of the Stockholders, except as
hereinafter provided, and each director elected shall hold office until his or
her successor shall be elected and shall qualify.

     3.03. At any meeting of Stockholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Stockholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Stockholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Stockholders.

     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of


                                       3



an increase in the number of such directors may be filled by the affirmative
vote of a majority of the directors elected by such class or series then in
office or by a sole remaining director so elected, or by the vote of the holders
of the outstanding shares of such class or series, and such directorships shall
not in any case be filled by the vote of the remaining directors or the holders
of the outstanding shares as a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Stockholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         Executive and Other Committees

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              Meetings of Directors

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Missouri.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Stockholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically provided by statute or by the Charter or by these
bylaws. If a quorum shall not be present at any meeting of directors, the
directors present thereat


                                       4



may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            Compensation of Directors

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Stockholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Stockholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Stockholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a President, a Treasurer and a Secretary. The Board may also, at
its discretion, elect Chairman of


                                       5



the Board, a Vice Chairman of the Board, one or more Executive Vice Presidents
or Vice Presidents and a Treasurer. Such other officers, including assistant
officers, and agents as may be deemed necessary may be elected or appointed by
the Board. Any two or more offices may be held by the same person.

     5.02. The Board at its first meeting after each annual meeting of
Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.

     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              Chairman of the Board

     5.06. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             Chief Executive Officer

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           Vice-Chairman of the Board

     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Stockholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  The President

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the


                                       6



Board are carried into effect. He shall be an ex-officio member of all standing
committees of the Board.

                     The Secretary and Assistant Secretaries

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Stockholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  The Treasurer

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.

     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  Other Offices

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.


                                       7



                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Stockholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of State of Missouri. Each certificate shall be signed by either the
President or any Vice President then in office and by either the Secretary, an
Assistant Secretary, or any Treasurer then in office, and may be sealed with the
seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, other than the Corporation or an employee of the Corporation,
the signature of any such officer of the Corporation may be a facsimile.
Whenever the Corporation shall be authorized to issue more than one class of
stock, there shall be (1) set forth conspicuously upon the face or back of each
certificate a full statement of (a) all of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and (b) if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences
of the shares of each series so far as the same have been fixed and determined
and the authority of the Board to fix and determine the relative rights and
preferences of subsequent series; or (2) stated conspicuously on the face or
back of the certificate that (a) such a statement is set forth in the Charter on
file in the office of the Secretary of State of Missouri and (b) the Corporation
will furnish a copy of such statement to the record holder of the certificate
without charge upon request to the Corporation at its principal place of
business or registered office. Whenever the Corporation by the Charter has
limited or denied the preemptive rights of Stockholders to acquire unissued or
treasury shares of the Corporation, each certificate (1) shall conspicuously set
forth upon the face or back of such certificate a full statement of the
limitation or denial of preemptive rights contained in the Charter, or (2) shall
conspicuously state on the face or back of the certificate that (a) such
statement is set forth in the Charter on file in the office of the Secretary of
State of Missouri and (b) the Corporation will furnish a copy of such statement
to the record holder of the certificate without charge upon request to the
Corporation at its principal place of business or registered office. If any
restriction on the transfer or the registration of the transfer of shares shall
be imposed or agreed to by the Corporation, as permitted by law, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that such a
restriction exists pursuant to a specified document and (a) that the Corporation
will furnish to the record holder of the certificate without charge upon written
request to the corporation at its principal place of business or registered
office a copy of the specified document, or (b) if such document is one required
or permitted to be and has been filed under the Missouri General and Business
Corporation Law, that such document is on file in the office of the Secretary of
State of Missouri and contains a full statement of such restriction.


                                       8



                                Lost Certificates

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

                               Transfer of Shares

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by State of Missouri law, it shall be the duty of the
Corporation or the transfer agent of the Corporation to register the transfer as
requested.

                             Registered Stockholders

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    Dividends

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Stockholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.

                                    Reserves

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or


                                       9



for such other purpose as the directors shall think beneficial to the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     Checks

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       Execution of Contracts, Deeds, Etc.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   Fiscal Year

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              Voting of Securities

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                Indemnification

     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, arbitral, administrative, or investigative, any appeal in such action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding, because such person is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall


                                       10



not, of itself, create a presumption that an individual did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief that he has met
the standard of conduct necessary for indemnification and (ii) a written
undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the stockholders with or before the notice or waiver of notice of the
next Stockholder's meeting or with or before the next submission to Stockholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Stockholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Stockholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.


                                       11



                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

     (1) the Charter or statute reserves the power exclusively to the
Stockholders in whole or part; or

     (2) the Stockholders in amending, repealing or adopting a particular bylaw
expressly provide that the Board may not amend or repeal such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Stockholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Stockholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                       12

EX-3.260

                                                                   Exhibit 3.260

                            ARTICLES OF INCORPORATION

The undersigned acting as incorporator(s) to form a corporation under the New
Mexico Business Corporation Act (53-11-1 to 53-18-12 NMSA 1978), adopt(s) the
following Articles of Incorporation for such corporation:

ARTICLE ONE: The name of the corporation is: EmCare of New Mexico, Inc.

ARTICLE TWO: The period of its duration is perpetual.

ARTICLE THREE: The purpose or purposes for which the corporation is organized
are:

     transact any lawful business for which corporations may be organized
     pursuant to the provisions of the New Mexico Business Corporation Act. To
     contract for the provision of non-medical hospital services.

ARTICLE FOUR: The aggregate number of shares which the corporation shall have
authority to issue:

                         (ATTACHED SCHEDULE, IF NEEDED)
                             1,000, $0.01 par value

ARTICLE FIVE: Any provision limiting or denying to shareholders the preemptive
right to acquire unissued or treasury shares, or securities convertible into
such shares or carrying a right to subscribe to or to acquire shares is:

     PREEMPTIVE RIGHTS. No share shall bear any preemptive right of its
     shareholder to acquire additional shares.

ARTICLE SIX: The name of its initial registered agent and the street address,
city of the initial registered office in New Mexico are:



              NAME                      ADDRESS
              ----                      -------
                                
National Registered Agents, Inc.   601 Tijeras Avenue N.W.
                                   Suite 200-B
                                   Albuquerque, NM 87102




ARTICLE SEVEN: The number constituting the initial board of directors is 2 and
the names and.... shareholders or until their successors are elected and qualify
are:



            NAME                   ADDRESS
            ----                   -------
                           
Leonard M. Riggs, Jr., M.D.   1717 Main Street
                              Suite 5200
                              Dallas, TX 75201

William F. Miller, III        1717 Main Street
                              Suite 5200
                              Dallas, TX 75201


ARTICLE EIGHT: The name and address of each incorporator is:



         NAME                 ADDRESS
         ----                 -------
                      
William F. Miller, III   1717 Main Street
                         Suite 5200
                         Dallas, TX 75201


Dated: April 9, 1998


                              /s/ William F. Miller, III
                                        ----------------------------------------
                                        William F. Miller, III
                                        Signature of Incorporator(s)

                           (File Duplicate Originals)


                                        2



                     AFFIDAVIT OF ACCEPTANCE OF APPOINTMENT
                     BY DESIGNATED INITIAL REGISTERED AGENT

TO: THE STATE CORPORATION COMMISSION
    STATE OF NEW MEXICO

STATE OF TEXAS
COUNTY OF TRAVIS

On this 9th day of April, 1998, before me a Notary Public in and for the State
and County aforesaid, personally appeared CHERYL M. ROBERTS, who is to me known
to be the person and who acknowledged to me that the undersigned individual or
corporate entity does hereby accepts the appointment as the Initial Registered
Agent of EMCARE OF NEW MEXICO, INC., the corporation which is named in the
annexed Articles of Incorporation, and which is applying for a Certificate of
Incorporation pursuant to the provisions of the Business Corporation Act of the
State of New Mexico.


                                        1)
                                           -------------------------------------
                                        Registered Agent's Signature
                                        (As An Individual Resident)

                                                           OR

                                        2) NATIONAL REGISTERED AGENTS, INC.
                                        Registered Agent's Corporate Name As A
                                        Corporation


                                        By /s/ Cheryl M. Roberts
                                           -------------------------------------
                                           Signature of Agent's Vice President

(NOTARY SEAL)


/s/ J. Fotini Margos
- -------------------------------------
NOTARY PUBLIC

My Commission Expires: 12-21-00


                                        3



                             CONSENT TO USE OF NAME

     EmCare, Inc., a corporation organized and existing under the laws of the
State of Delaware and qualified in the state of New Mexico, does hereby consent
to the use of name and incorporation of EmCare of New Mexico, Inc. in the state
of New Mexico.

                                        EMCARE, INC.


                                        By: /s/ William F. Miller, III
                                            ------------------------------------
                                            William F. Miller, III, President


                                        4

EX-3.261

                                                                   Exhibit 3.261

                                     BYLAWS

                                       OF

                           EMCARE OF NEW MEXICO, INC.

                                    ARTICLE I

                                     OFFICES

         1.01. The registered agent and office of EmCare of New Mexico, Inc.
(the "Corporation") shall be such registered agent and office as shall from time
to time be established pursuant to the articles of incorporation, as amended
from time to time, of the Corporation (the "Charter") or by resolution of the
Board of Directors of the Corporation (the "Board").

         1.02. The Corporation may also have offices at such other places both
within and without the State of Massachusetts as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         2.01. Meetings of Stockholders of the Corporation (the "Stockholders")
for any purpose may be held at such place, within or without the State of
Massachusetts, as shall be fixed from time to time by the Board, or, if the
Board has not so specified, then at such place as may be fixed by the person or
persons calling the meeting.

         2.02. An annual meeting of the Stockholders shall be held at such date
and time as shall be fixed from time to time by the Board, at which they shall
elect a Board, and transact such other business as may properly be brought
before the meeting.

         2.03. At least ten days before each meeting of Stockholders, a complete
list of the Stockholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Stockholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Stockholder who may be present.

         2.04. Special meetings of the Stockholders, for any purpose or
purposes, unless otherwise prescribed by statute, the Charter, or these bylaws,
may be called by the President, a majority of the Board, or the holders of not
less than ten percent of all the shares entitled to vote at the meetings.
Business transacted at all special meetings shall be confined to the objects
stated in the notice of the meeting.

         2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Stockholder of record entitled to vote at the meeting.

         2.06. The holders of a majority of the shares of the Corporation issued
and outstanding and entitled to vote thereat, present in person or represented
by proxy, shall be requisite and shall constitute a quorum at all meetings of
the Stockholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Stockholders, the



Stockholders entitled to vote thereat, present in person or represented by
proxy, shall nevertheless have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At an adjourned session at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

         2.07. When a quorum is present at any meeting, the vote of the holders
of a majority of the shares of the Corporation having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which, by express provision of any
applicable statute, the Charter, or these bylaws, a different vote is required,
in which case such express provision shall govern and control the decision of
such question. The Stockholders present at a duly organized meeting may continue
to transact business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

         2.08. Each outstanding share of the Corporation, regardless of class,
shall be entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders, unless otherwise provided by statute or the Charter. At any
meeting of the Stockholders, every Stockholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Stockholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Stockholders present at the meeting.

         2.09. The Board may fix in advance a record date for the purpose of
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.

         2.10. Any action required by statute to be taken at a meeting of the
Stockholders, or any action which may be taken at a meeting of the Stockholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Stockholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Stockholders.

         2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Stockholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

         3.01. The business and affairs of the Corporation shall be managed by
the Board who may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute or by the Charter or by these
bylaws directed or required to be exercised or done by the Stockholders.

         3.02. The initial Board shall be as stated in the Charter. Thereafter,
the number of directors which shall constitute the full Board shall be as
determined from time to time by resolution of the Board or by the Stockholders
at the annual meeting or a Massachusetts special meeting called for that
purpose, but no decrease shall have the effect of shortening the term of an
incumbent director. Directors need not be Stockholders or residents of the State
of Massachusetts. The directors shall be elected at the annual meeting of the
Stockholders, except as hereinafter provided, and each director elected shall
hold office until his or her successor shall be elected and shall qualify.

                                       2



         3.03. At any meeting of Stockholders called expressly for such purpose,
any director or the entire Board may be removed, with or without cause, by vote
of the holders of a majority of the shares of the Corporation then entitled to
vote at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Stockholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Stockholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Stockholders.

         3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

         3.05. At each election for directors, every Stockholder entitled to
vote at such election shall have the right to vote, in person or by proxy, the
number of shares owned by such Stockholder for as many persons as there are
directors to be elected and for whose election he has a right to vote, or to
cumulate his votes by giving one candidate as many votes as the number of such
directors multiplied by his shares shall equal, or by distributing such votes on
the same principle.

                         EXECUTIVE AND OTHER COMMITTEES

         3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              MEETINGS OF DIRECTORS

         3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Massachusetts.

         3.08. The first meeting of each newly elected Board shall be held
without further notice immediately following the annual meeting of Stockholders,
and at the same place, unless by unanimous consent of the directors then elected
and serving such time or place shall be changed.

         3.09. Regular meetings of the Board may be held without notice at such
time and place as shall from time to time be determined by the Board.

         3.10. Special meetings of the Board may be called by the President on
two days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

         3.11. At all meetings of the Board the presence of a majority of the
full Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically

                                       3



provided by statute or by the Charter or by these bylaws. If a quorum shall not
be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

         3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

         3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            COMPENSATION OF DIRECTORS

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

                                   ARTICLE IV

                                     NOTICES

         4.01. Whenever under the provisions of any applicable statute, the
Charter or these bylaws, notice is required to be given to any director or
Stockholder, and no provision is made as to how such notice shall be given, it
shall not be construed to mean personal notice, but any such notice may be given
by mail, postage prepaid, addressed to such director or Stockholder at such
address as appears on the books of the Corporation. Any notice required or
permitted to be given by mail shall be deemed to be given at the time when the
same shall be thus deposited in the United States mails as aforesaid.

         4.02. Whenever any notice is required to be given to any Stockholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

         5.01. The officers of the Corporation shall be elected by the directors
and shall include a Chairman of the Board, a President, a Treasurer and a
Secretary. The Board may also, at its discretion, elect a Vice Chairman of the
Board, one or more Executive Vice Presidents or Vice Presidents and a Treasurer.
Such other officers, including assistant officers, and agents as may be deemed
necessary may be elected or appointed by the Board. Any two or more offices may
be held by the same person.

         5.02. The Board at its first meeting after each annual meeting of
Stockholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.

                                       4



         5.03. The Board may appoint such other officers and agents as it shall
deem necessary, who shall be appointed for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board.

         5.04. The salaries of all officers and agents of the Corporation shall
be fixed by the Board. Unless so fixed by the Board each officer of the
Corporation shall serve without remuneration.

         5.05. Each officer of the Corporation shall hold office until his
successor is chosen and qualified in his stead or until his death or until his
resignation or removal from office. Any officer or agent elected or appointed by
the Board may be removed at any time by the Board, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed. If
the office of any officer becomes vacant for any reason, the vacancy may be
filled by the Board.

                              CHAIRMAN OF THE BOARD

         5.06. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             CHIEF EXECUTIVE OFFICER

         5.07. The Board may by resolution designate one of the executive
officers enumerated in Section 5.01 to serve as Chief Executive Officer.

                           VICE-CHAIRMAN OF THE BOARD

         5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Stockholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  THE PRESIDENT

         5.09. The President shall be the chief operating and executive officer
of the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     THE SECRETARY AND ASSISTANT SECRETARIES

         5.10. The Secretary shall attend all sessions of the Board and all
meetings of the Stockholders and record all votes and the minutes of all
proceedings in a book to be kept for that purpose and shall perform like duties
for any committees when required. The Secretary shall give, or cause to be
given, notice of all meetings of the Stockholders and special meetings of the
Board, and shall perform such other duties as may be prescribed by the Board or
the President, under whose supervision the Secretary shall be.

         5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  THE TREASURER

         5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.

                                       5



         5.13. The Treasurer shall disburse the funds of the corporation as may
be ordered by the Board, taking proper vouchers for such disbursements, and
shall render to the directors, at the regular meetings of the Board, or whenever
they may require it, an account of all his or her transactions as Treasurer and
of the financial condition of the Corporation, and shall perform such other
duties as the Board may prescribe or as the President may from time to time
delegate.

         5.14. If required by the Board, the Treasurer shall give the
Corporation a bond in such form, in such sum, and with such surety or sureties
as shall be satisfactory to the Board for the faithful performance of the duties
of the office of Treasurer and for the restoration to the Corporation, in case
of death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

         5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  OTHER OFFICES

         5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

         6.01. Certificates in such form as may be determined by the Board shall
be delivered representing all shares to which Stockholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of State of Massachusetts. Each certificate shall be signed by either
the President or any Vice President then in office and by either the Secretary,
an Assistant Secretary, or any Treasurer then in office, and may be sealed with
the seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, other than the Corporation or an employee of the Corporation,
the signature of any such officer of the Corporation may be a facsimile.
Whenever the Corporation shall be authorized to issue more than one class of
stock, there shall be (1) set forth conspicuously upon the face or back of each
certificate a full statement of (a) all of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and (b) if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences
of the shares of each series so far as the same have been fixed and determined
and the authority of the Board to fix and determine the relative rights and
preferences of subsequent series; or (2) stated conspicuously on the face or
back of the certificate that (a) such a statement is set forth in the Charter on
file in the office of the Secretary of State of Massachusetts and (b) the
Corporation will furnish a copy of such statement to the record holder of the
certificate without charge upon request to the Corporation at its principal
place of business or registered office. Whenever the Corporation by the Charter
has limited or denied the preemptive rights of Stockholders to acquire unissued
or treasury shares of the Corporation, each certificate (1) shall conspicuously
set forth upon the face or back of such certificate a full statement of the
limitation or denial of preemptive rights contained in the Charter, or (2) shall
conspicuously state on the face or back of the certificate that (a) such
statement is set forth in the Charter on file in the office of the Secretary of
State of Massachusetts and (b) the Corporation will furnish a copy of such
statement to the record holder of the certificate without charge upon request to
the Corporation at its principal place of business or registered office. If any
restriction on the transfer or the registration of the transfer of shares shall
be imposed or agreed to by the Corporation, as permitted by law, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that

                                       6



such a restriction exists pursuant to a specified document and (a) that the
Corporation will furnish to the record holder of the certificate without charge
upon written request to the corporation at its principal place of business or
registered office a copy of the specified document, or (b) if such document is
one required or permitted to be and has been filed under the Massachusetts
Business Corporation Act, that such document is on file in the office of the
Secretary of State of Massachusetts and contains a full statement of such
restriction.

                                LOST CERTIFICATES

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

                               TRANSFER OF SHARES

         6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by State of Massachusetts law, it shall be the duty of the
Corporation or the transfer agent of the Corporation to register the transfer as
requested.

                             REGISTERED STOCKHOLDERS

         6.04. Prior to due presentment for transfer, the Corporation may treat
the registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

         7.01. Dividends upon the outstanding shares of the Corporation, subject
to the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Stockholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.

                                       7



                                    RESERVES

         7.02. There may be created by resolution of the Board out of the
surplus of the Corporation such reserve or reserves as the directors from time
to time, in their discretion, think proper to provide for contingencies, or to
repair or maintain any property of the Corporation, or for such other purpose as
the directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     CHECKS

         7.03. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board may from time to time designate.

                       EXECUTION OF CONTRACTS, DEEDS, ETC.

         7.04. The Board may authorize any officer or officers, agent or agents,
in the name and on behalf of the Corporation, to enter into or execute and
deliver any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   FISCAL YEAR

         7.05. The fiscal year of the Corporation shall be fixed by resolution
of the Board.

                              VOTING OF SECURITIES

         7.06. Unless otherwise directed by the Board, the President shall have
full power and authority on behalf of the Corporation to attend, vote and act,
and to execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 INDEMNIFICATION

         7.07 (a) Subject to any limitation which may be contained in the
Charter, the Corporation shall to the full extent permitted by law, indemnify
any person who was, is, or is threatened to be made a named defendant or
respondent to any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, arbitral, administrative, or investigative, any appeal
in such action, suit, or proceeding, and any inquiry or investigation that could
lead to such an action, suit, or proceeding, because such person is or was a
director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, partner, venturer, proprietor, trustee,
employee, agent, or similar functionary of another corporation, partnership,
joint venture, sole proprietorship, trust, employee benefit plan, or other
enterprise, against judgments, penalties (including excise and similar taxes),
fines, settlements, and reasonable expenses (including attorneys' fees) actually
incurred by such person in connection with such action, suit, or proceeding. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that an individual did not act in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

         (b) Subject to any limitation which may be contained in the Charter,
the Corporation shall, to the full extent permitted by law, pay or reimburse on
a current basis the expenses incurred by any person described in subsection (a)
of this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief

                                       8



that he has met the standard of conduct necessary for indemnification and (ii) a
written undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

         (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the stockholders with or before the notice or waiver of notice of the
next Stockholder's meeting or with or before the next submission to Stockholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

         (d) The Corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
Corporation or who is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another foreign or domestic corporation, partnership,
joint venture, sole proprietorship, trust, employee benefit plan, or other
enterprise, against any liability asserted against him and incurred by him in
such a capacity or arising out of his status as such a person, whether or not
the corporation would have the power to indemnify him against that liability
under this article, subject to any restrictions imposed by law. The Corporation
may create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

         (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Stockholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Stockholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.

                                  ARTICLE VIII

                                   AMENDMENTS

         8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

                  (1)      the Charter or statute reserves the power exclusively
                           to the Stockholders in whole or part; or

                  (2)      the Stockholders in amending, repealing or adopting a
                           particular bylaw expressly provide that the Board may
                           not amend or repeal such bylaw.

         8.02. Unless the Charter or a bylaw adopted by the Stockholders
provides otherwise as to all or some portion of the Corporation's bylaws, the
Stockholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.

                                       9

EX-3.262

                                                                   Exhibit 3.262

                          ARTICLES OF INCORPORATION of
                    Emergency Medicine Education Systems, Inc

Pursuant to Article 3.02 of the Texas Business Corporation Act, the undersigned
incorporator submits these articles of Incorporation for the purpose of forming
a for-profit corporation

Article 1 The name of the corporation is Emergency Medicine Education Systems,
Inc

Article 2 The corporation's period of duration is perpetual.

Article 3 The purpose or purposes for which the corporation is organized is to
engage in any lawful act or activity by the Texas Business Corporation Act

Article 4 The corporation is authorized to issue one class of stock, that stock
being 1000 shares of no par value, common stock, with identical rights and
privileges, the transfer of which is restricted to the bylaws of the corporation

Article 5 The corporation will not commence business until it has received for
the issuance of its shares consideration of the value of $1000 00

Article 6 The name of the corporation's registered agent, and the street address
of the corporation's registration is

               
David Mendelson   8019 North MacArthur Blvd. #3080, Irving, Texas 75063



Article 7 The number of directors constituting the initial directors is two The
names and street addresses of the initial Directors are as follows

               
David Mendelson   8019 North MacArthur Blvd #3080, Irving, Texas 75063
Paul Kivela       827 The Pines, Hinsdale, Illinois 60521



Article 8 The name and street address of the sole incorporator of this
corporation is

               
David Mendelson   8019 North MacArthur Blvd #3080, Irving, Texas 75063



Article 9 No Director shall be held liable to the corporation or its
shareholders for monetary damages due to a breach of fiduciary duty, unless the
breach is result of self-dealing, intentional misconduct, or illegal actions

In witness whereof, the undersigned incorporator has executed these Articles of
Incorporation on the date below. The undersigned incorporator hereby declares,
under penalty of perjury, that the statements made in the foregoing Articles of
Incorporation are true, and that the incorporator is at least eighteen years of
age



Date 4/15/97

Signature of Incorporator


/s/ David Mendelson
- ----------------------------------------

EX-3.263

                                                                   Exhibit 3.263

                   EMERGENCY MEDICINE EDUCATION SYSTEMS, INC.
                                     BYLAWS

                                    ARTICLE I

                                     OFFICES

          Section 1.01 Registered Office. The registered office of the
corporation shall be located at such place within the State of Texas as the
Board of Directors may from time to time determine. The initial registered
office of the corporation shall be as specified in the Articles of Incorporation
of the corporation.

          Section 1.02 Other Offices. The corporation may also have offices at
such other places, either within or without the State of Texas, as the board of
directors may from time to time determine or as the business of the corporation
may require.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

          Section 2.01 Location. All annual meetings of shareholders shall be
held at the offices of the corporation in the City of Irving, County of Dallas,
State of Texas, or at such other place, within or without the State of Texas, as
may be designated by the board of directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof. All special meetings of
shareholders shall be held at such location, within or without the State of
Texas, as may be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.

          Section 2.02 Annual Meetings. Annual meetings of shareholders shall be
held at such time and date as may be designated by the Board of Directors, at
which the shareholders shall elect directors and transact such other business as
may properly be brought before the meeting.

          Section 2.03 Special Meetings. Special meetings of the shareholders
may be called by the president, the board of directors or the holders of not
less than one-tenth (1/10) of all shares entitled to vote at the meeting.
Business transacted at any special meeting shall be confined to the purposes
stated in the notice thereof.

          Section 2.04 Notice. Written or printed notice stating the place, day
and hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
(10) nor more than sixty (60) days before the day of the meeting, either
personally or by mail, by or at the direction of the president, the secretary or
the officer or person calling the meeting, to each shareholder entitled to vote
at such meeting.

          Section 2.05 Quorum. The holders of a majority of the shares entitled
to vote, represented in person or by proxy, shall constitute a quorum at
meetings of shareholders except



as otherwise provided in the articles of incorporation in accordance with
Article 2.28 of Texas Business Corporation Act, as amended (the "TBCA"). Unless
otherwise provided in the articles of incorporation, once a quorum is present at
a meeting of the shareholders, the shareholders represented in person or by
proxy at the meeting may conduct such business as may be properly brought before
the meeting until it is adjourned, and the subsequent withdrawal from the
meeting by any shareholder or the refusal of any shareholder represented in
person or by proxy to vote shall not affect the presence of a quorum at the
meeting. Unless otherwise provided in the articles of incorporation, the
shareholders represented in person or by proxy at any meeting of the
shareholders at which a quorum is not present may adjourn the meeting until such
time and to such place as may be determined by a vote of the holders of a
majority of the shares represented in person or by proxy at that meeting. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted that might have been transacted at the meeting as
originally notified and called.

          Section 2.06 Votes Required for Action. With respect to any matter,
other than the election of directors or a matter for which the affirmative vote
of the holders of a specified portion of the shares entitled to vote is required
by the TBCA, the affirmative vote of the holders of a majority of the shares
entitled to vote on that matter and represented in person or by proxy at a
meeting of shareholders at which a quorum is present shall be the act of the
shareholders, unless otherwise provided by the articles of incorporation in
accordance with Article 2.28 of the TBCA. Unless otherwise provided in the
articles of incorporation in accordance with Article 2.28 of the TBCA, directors
shall be elected by a plurality of the votes cast by the holders of shares
entitled to vote in the election of directors at a meeting of shareholders at
which a quorum is present.

          Section 2.07 Voting Rights. Each outstanding share, regardless of
class, shall be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders, except to the extent that the voting rights of the
shares of any class are limited or denied by the articles of incorporation or
the TBCA.

          Section 2.08 Proxies. A shareholder may vote in person or by proxy
executed in writing by the shareholder. A telegram, telex, cablegram or similar
transmission by the shareholder, or a photographic, photostatic, facsimile or
similar reproduction of a writing executed by the shareholder shall be treated
as an execution in writing for purposes of this Section. No proxy shall be valid
after eleven (11) months from the date of its execution unless otherwise
provided in the proxy. Each proxy shall be revocable unless the proxy form
conspicuously states that the proxy is irrevocable and the proxy is coupled with
an interest.

          Section 2.09 List of Shareholders. The officer or agent having charge
of the stock transfer books shall make, at least ten (10) days before each
meeting of shareholders, a complete list of the shareholders entitled to vote at
such meeting or any adjournment thereof, arranged in alphabetical order, with
the address of and number of shares held by each, which list, for a period of
ten (10) days prior to such meeting, shall be kept on file at the registered
office or principal place of business of the corporation and shall be subject to
inspection by any shareholder at any time during the usual business hours. Such
list shall also be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any


                                       2



shareholder during the whole time of the meeting. The original stock transfer
books shall be prima facie evidence as to who are the shareholders entitled to
examine such list or transfer book or to vote at any such meeting of
shareholders.

          Section 2.10 Closing of Share Transfer Records and Fixing Record Date
for Matters Other than Consents to Action. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to receive a distribution by the
corporation (other than a distribution involving a purchase or redemption by the
corporation of any of its own shares) or a share dividend, or in order to make a
determination of shareholders for any other proper purpose (other than
determining shareholders entitled to consent to action by shareholders proposed
to be taken without a meeting of the shareholders), the board of directors may
provide that the share transfer records shall be closed for a stated period not
to exceed, in any case, sixty (60) days. If the share transfer records shall be
closed for the purpose of determining shareholders entitled to notice of or to
vote at a meeting of shareholders, such records shall be closed for at least ten
(10) days immediately preceding such meeting. In lieu of closing the share
transfer records, the board of directors may fix in advance a date as the record
date for any such determination of shareholders, such date in any case to be not
more than sixty (60) days, and, in case of a meeting of shareholders, not less
than ten (10) days, prior to the date on which the particular action requiring
such determination of shareholders is to be taken. If the share transfer records
are not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive a distribution by the corporation (other than a distribution
involving a purchase or redemption by the corporation of any of its own shares)
or a share dividend, the date on which the notice of the meeting is mailed or
given or the date on which the resolutions of the board of directors declaring
such dividend is adopted, as the case may be, shall be the record date for such
determination of shareholders. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this Section,
such determination shall apply to any adjournment thereof, except where the
determination has been made through the closing of the share transfer records
and the stated period of closing has expired.

          Section 2.11 Fixing Record Dates for Consents to Action. Unless a
record date shall previously have been fixed or determined pursuant to Section
2.10 or this Section 2.11 of these bylaws, whenever action by shareholders is
proposed to be taken by consent in writing without a meeting of the
shareholders, the board of directors may fix a record date for the purpose of
determining shareholders entitled to consent to that action, which record date
shall not precede, and shall not be more than ten (10) days after, the date upon
which the resolution fixing the record date is adopted by the board of
directors. If no record date has been fixed by the board of directors and the
prior action of the board of directors is not required by the TBCA, the record
date for determining shareholders entitled to consent to action in writing
without a meeting shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation by delivery to its registered office, its principal place of
business, or an officer or agent of the corporation having custody of the books
in which proceedings of meetings of shareholders are recorded, with such
delivery made by hand or by certified or registered mail, return receipt
requested, and in the case of delivery to the corporation's principal place of
business, with such delivery addressed to the president of the


                                       3



corporation. If no record date shall have been fixed by the board of directors
and prior action of the board of directors is required by the TBCA, the record
date for determining shareholders entitled to consent to action in writing
without a meeting shall be at the close of business on the date on which the
board of directors adopts a resolution taking such prior action.

          Section 2.12 Action Without Meeting.

     (1) Any action required by law to be taken at a meeting of the
shareholders, and/or any action that may be taken at a meeting of the
shareholders, may be taken without a meeting, without prior notice, and without
a vote, if a consent or consents in writing, setting forth the action so taken,
shall be signed by the holder or holders of shares having not less than the
minimum number of votes that would be necessary to take such action at a meeting
at which the holders of all shares entitled to vote on the action were present
and voted.

     (2) Every written consent of the shareholders shall bear the date of
signature of each shareholder who signs the consent. No written consent shall be
effective to take the action that is the subject of the consent unless, within
sixty (60) days after the date of the earliest dated consent delivered to the
corporation as provided below, a consent or consents signed by the holder or
holders of shares having not less than the minimum number of votes that would be
necessary to take the action that is the subject of the consent are delivered to
the corporation by delivery to its registered office, its principal place of
business, or an officer or agent of the corporation having custody of the books
in which proceedings of meetings of the shareholders are recorded. Such delivery
shall be made by hand or by certified or registered mail, return receipt
requested, and in the case of delivery to the corporation's principal place of
business, shall be addressed to the president of the corporation.

     (3) A telegram, telex, cablegram or similar transmission by a shareholder,
or a photographic, photostatic, facsimile or other similar reproduction of a
writing signed by a shareholder, shall be regarded as signed by the shareholder
for the purposes of this Section.

     (4) Prompt notice of the taking of any action by shareholders without a
meeting by less than unanimous written consent shall be given to those
shareholders who did not consent in writing to the action.

          Section 2.13 Telephone Meetings. Shareholders may participate in and
hold a meeting by means of conference telephone or similar communication
equipment by means of which all persons participating in the meeting can hear
each other. Participation in such a meeting shall constitute presence in person
at the meeting, except where a person participates in the meeting for the
express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened.

          Section 2.14 Minutes. The shareholders shall keep regular minutes of
their proceedings, and such minutes shall be placed in the minute book of the
corporation.


                                       4



                                   ARTICLE III

                                    DIRECTORS

          Section 3.01 Management. The powers of the corporation shall be
exercised by or under the authority of, and the business and affairs of the
corporation shall be managed under the direction of its board of directors,
which may exercise all such powers of the corporation and do all such lawful
acts and things as are not by law or by the articles of incorporation or by
these bylaws directed or required to be exercised and done by the shareholders.

          Section 3.02 Number; Election; Term; Qualification; Removal. The
number of directors of the corporation shall be such number as shall be from
time to time specified by resolution of the board of directors; provided,
however, that no director's term shall be shortened by reason of a resolution
reducing the number of directors; and. further provided that the number of
directors constituting the initial board of directors shall be two (2), and
shall remain at such number unless and until changed by resolution of the board
of directors as aforesaid. The directors shall be elected at the annual meeting
of the shareholders, except as provided in Section 3.03, and each director
elected shall hold office for the term for which he is elected and until his
successor is elected and qualified. Directors need not be residents of the State
of Texas or shareholders of the corporation. Any director may be removed at any
time, with or without cause, at a special meeting of the shareholders called for
that purpose.

          Section 3.03 Resignations; Vacancies. A director may resign at any
time by giving written notice to the board of directors. Such resignation shall
take effect at the date of receipt of such notice or at any later time specified
therein; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective. Any vacancy occurring
in the board of directors may be filled by the affirmative vote of a majority of
the remaining directors (or by the sole remaining director) though less than a
quorum of the board of directors, or may be filled by an election at an annual
or special meeting of the shareholders called for that purpose; provided,
however, that if the vacancy is caused by reason of an increase in the number of
directors, the board of directors may vote to fill not more than two such
directorships during the period between any two successive annual meetings of
shareholders. A director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office, or until the next election of one
or more directors by shareholders if the vacancy is caused by an increase in the
number of directors.

          Section 3.04 Location of Meetings. Meetings of the board of directors,
regular or special, may be held either within or without the State of Texas.

          Section 3.05 First Meeting of New Board. The first meeting of each
newly elected board of directors shall be held at such time and place as shall
be fixed by the vote of the shareholders at the annual meeting, and no notice of
such meeting shall be necessary to the newly elected directors in order legally
to constitute the meeting, provided a quorum shall be present. In the event of
the failure of the shareholders to fix the time and place of such first meeting
of the newly elected board of directors, or in the event such meeting is not
held at the time and place so fixed by the shareholders, the meeting may be held
at such time and place as


                                       5



shall be specified in a notice given as hereinafter provided for special
meetings of the board of directors, or as shall be specified in a written waiver
signed by all of the directors.

          Section 3.06 Regular Meetings. Regular meetings of the board of
directors may be held without notice at such time and at such place as shall
from time to time be determined by the board of directors.

          Section 3.07 Special Meetings. Special meetings of the board of
directors may be called by the president and shall be called by the secretary on
the written request of two (2) directors. Written notice of special meetings of
the board of directors shall be given to each director at least three (3) days
before the date of the meeting. Neither the business to be transacted at, nor
the purpose of, any regular or special meeting of the board of directors need be
specified in the notice or waiver of notice of such meeting.

          Section 3.08 Quorum; Votes Required. A majority of the directors shall
constitute a quorum for the transaction of business and the act of the majority
of the directors present at a meeting at which a quorum is present shall be the
act of the board of directors, unless a greater number is required by law or the
articles of incorporation. If a quorum shall not be present at any meeting of
the board of directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present. At such adjourned meeting at which a quorum shall be
present, any business may be transacted that might have been transacted at the
meeting as originally notified and called.

          Section 3.09 Action Without Meeting. Any action required or permitted
to be taken at a meeting of the board of directors or any committee may be taken
without a meeting if a consent in writing, setting forth the action taken, is
signed by all of the members of the board of directors or the committee, as the
case may be, and such consent shall have the same force and effect as a
unanimous vote at a meeting of the board of directors or the committee, as the
case may be, duly called and held.

          Section 3.10 Telephone Meetings. Directors and committee members may
participate in and hold a meeting by means of conference telephone or similar
communication equipment by means of which all persons participating in the
meeting can hear each other. Participation in such a meeting shall constitute
presence in person at the meeting, except where a person participates in the
meeting for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.

          Section 3.11 Committees of Directors. The board of directors, by
resolution adopted by a majority of the whole board, may designate from among
its members one or more committees, each of which shall be comprised of one or
more of its members, and may designate one or more of its members as alternate
members of any committee, who may, subject to any limitations imposed by the
board of directors, replace absent or disqualified members at any meeting of
that committee. Any such committee, to the extent provided in such resolution,
shall have and may exercise all of the authority of the board of directors in
the business and affairs of the corporation except where the action of the board
of directors is required, or the authority of


                                       6



such committee is limited, by statute. The number of members on each committee
may be increased or decreased from time to time by resolution of the board of
directors. Any member of any committee may be removed from such committee at any
time by resolution of the board of directors. Vacancies in the membership of a
committee (whether by death, resignation, removal or otherwise) may be filled by
resolution of the board of directors. The time, place and notice (if any) of
meetings of any committee shall be determined by such committee. At meetings of
any committee, a majority of the number of members of such committee shall
constitute a quorum for the transaction of business, and the act of a majority
of the members present at any meeting at which a quorum is present shall be the
act of such committee, except as otherwise specifically provided by statute, the
articles of incorporation, or these bylaws. If a quorum is not present at a
meeting of any committee, the members present may adjourn the meeting from time
to time, without notice other than an announcement at the meeting, until a
quorum is present. Each committee shall keep regular minutes of its proceedings
and report the same to the board when required. The designation of any such
committee of the board of directors and the delegation thereto of authority
shall not operate to relieve the board of directors, or any member thereof, of
any responsibility imposed upon it or him by law.

          Section 3.12 Compensation of Directors. The directors may be paid
their expenses, if any, of attendance at each meeting of the board of directors
and may be paid a fixed sum for attendance at each meeting of the board of
directors or a stated salary as director. No such payment shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor. Members of committees of the board may be allowed like
compensation for attending committee meetings.

          Section 3.13 Minutes. The board of directors shall keep regular
minutes of its proceedings, and such minutes shall be placed in the minute book
of the corporation.

                                   ARTICLE IV

                                     NOTICES

          Section 4.01 General. Notices to shareholders, directors and committee
members shall be in writing and may be delivered personally or mailed by U.S.
mail, postage prepaid, to the shareholders, directors or committee members,
respectively, at their addresses appearing on the books and share transfer
records of the corporation. Notice to shareholders shall be deemed to be given
at the time when the same shall be so delivered or mailed. Notice to directors
and committee members may also be given by nationally recognized overnight
delivery or courier service, facsimile transmission or telegram, and shall be
deemed given when such notice shall be received by the proper recipient or, if
earlier, (i) in the case of an overnight delivery or courier service, one (1)
day after such notice is sent by such overnight delivery or courier service;
(ii) in the case of telegraph, when deposited at a telegraph office for
transmission and all appropriate fees therefor have been paid; and (iii) in the
case of mailing by U.S. mail, three (3) days after such notice is mailed as
described above.

          Section 4.02 Waivers. Whenever any notice is required to be given to
any shareholder, director or committee member under the provisions of law or of
the articles of


                                       7



incorporation or of these bylaws, a waiver thereof in writing signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be equivalent to the giving of such notice.

          Section 4.03 Attendance as Waiver. Attendance of a director or member
of a committee at a meeting shall constitute a waiver of notice of such meeting,
except where a director or committee member attends a meeting for the express
purpose of objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.

          Section 4.04 Omission of Notice to Shareholders. Any notice required
to be given to any shareholder under any provision of the TBCA, the articles of
incorporation or these bylaws need not be given to the shareholder if (1) notice
of two consecutive annual meetings and all notices of meetings held during the
period between those annual meetings, if any, or (2) all (but in no event less
than two) payments (if sent by first class mail) of distributions or interest on
securities during a twelve (12) month period have been mailed to that person,
addressed at his address as shown on the share transfer records of the
corporation, and have been returned undeliverable. Any action or meeting taken
or held without notice to such a person shall have the same force and effect as
if the notice had been duly given. If such a person delivers to the corporation
a written notice setting forth his then current address, the requirement that
notice be given to that person shall be reinstated.

                                    ARTICLE V

                                    OFFICERS

          Section 5.01 General. The officers of the corporation shall consist of
a president and a secretary and may also include a chairman of the board, a
vice-chairman of the board, one or more vice presidents, one or more assistant
secretaries, and a treasurer and one or more assistant treasurers, each of whom
shall be elected by the board of directors. The chairman and vice-chairman of
the board, if any, shall each be members of the board of directors, but no other
officers of the corporation need be a director. Any two or more offices may be
held by the same person.

          Section 5.2 Election of Officers; Salaries. At the first meeting of
the board of directors after each annual meeting of shareholders, the board of
directors shall choose a president and a secretary. Such other officers and
assistant officers and agents as may be deemed necessary may also be elected or
appointed by the board of directors. The salaries of all officers and agents of
the corporation shall be fixed by the board of directors.

          Section 5.03 Term of Office. The officers of the corporation shall
hold office until their respective successors are chosen and qualify. Any
officer or agent who is elected or appointed by the board of directors may be
removed by the board of directors at any time, if, in the judgment of the board
of directors, the best interests of the corporation will be served thereby;
provided, that such removal shall be without prejudice to the contract rights,
if any, of the person so removed. Any vacancy occurring in any office of the
corporation (whether by death, resignation, removal or otherwise) shall be
filled by resolution of the board of directors.


                                       8



          Section 5.04 Chairman of the Board. The board of directors may, in its
discretion, choose a director to serve as chairman of the board. The chairman of
the board, if any, shall preside at meetings of the shareholders and of the
board of directors, shall be an ex officio member of all committees, and shall
have such other powers and perform such other duties as the board of directors
may from time to time prescribe.

          Section 5.05 Vice-Chairman of the Board. The board of directors may,
in its discretion, choose a director to serve as vice-chairman of the board. The
vice-chairman of the board, if any, shall in the absence of the chairman of the
board perform the duties and exercise the powers of the chairman of the board,
and shall perform such other duties and exercise such other powers as the board
of directors may from time to time prescribe.

          Section 5.06 President. The president shall be the chief executive
officer of the corporation, shall have general and active management of the
business of the corporation and shall see that all orders and resolutions of the
board of directors are carried into effect. In the event the board of directors
shall not have designated a chairman of the board, or in the absence of the
chairman of the board, the president shall preside at meetings of the
shareholders and the board of directors. The president may sign and execute
contracts, agreements and other documents on behalf of the corporation, and may
sign and execute bonds, mortgages and other contracts requiring a seal, under
the seal of the corporation, except where required or permitted by law to be
otherwise signed and executed and except where the signing and execution thereof
shall be expressly delegated by the board of directors to some other officer or
agent of the corporation. In addition, the president shall have such other
powers and perform such other duties as shall be designated by the board of
directors from time to time.

          Section 5.07 Vice Presidents. The vice presidents, if any, in the
order of their seniority, unless otherwise determined by the board of directors,
shall, in the absence or disability of the president, perform the duties and
exercise the powers of the president. They shall perform such other duties and
exercise such other powers as the board of directors may from time to time
prescribe.

          Section 5.08 Secretary. The secretary shall attend all meetings of the
board of directors and all meetings of the shareholders and record all the
proceedings of the meetings of the corporation and of the board of directors in
a book to be kept for that purpose and shall perform like duties for any
committees when required. The secretary shall give, or cause to be given, notice
of all meetings of the shareholders and special meetings of the board of
directors, and shall perform such other duties as may be prescribed by the board
of directors or president, under whose supervision he shall be. The secretary
shall keep in safe custody the seal of the corporation and, when authorized by
the board of directors, affix the same to any instrument requiring it and, when
so affixed, it shall be attested by his signature or by the signature of an
assistant secretary, the treasurer or an assistant treasurer.

          Section 5.09 Assistant Secretaries. The assistant secretaries, if any,
in the order of their seniority, unless otherwise determined by the board of
directors, shall, in the absence or disability of the secretary, perform the
duties and exercise the powers of the secretary. They


                                       9



shall perform such other duties and exercise such other powers as the board of
directors may from time to time prescribe.

          Section 5.10 Treasurer. The treasurer, if any, shall have the custody
of the corporate funds and securities and shall keep full and accurate accounts
of receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the board of
directors. In the absence of the election or appointment of a treasurer or any
assistant treasurers by the board of directors, the duties of the office of
treasurer shall be performed by the secretary of the Corporation. The treasurer
shall disburse the funds of the corporation as may be ordered by the board of
directors, taking proper vouchers for such disbursements, and shall render to
the president and the board of directors at its regular meetings or when the
board of directors so requires an account of all his transactions as treasurer
and of the financial condition of the corporation. If required by the board of
directors, he shall give the corporation a bond in such sum and with such surety
or sureties as shall be satisfactory to the board of directors for the faithful
performance of the duties of his office and for the restoration to the
corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.

          Section 5.11 Assistant Treasurers. The assistant treasurers, if any,
in the order of their seniority, unless otherwise determined by the board of
directors, shall, in the absence or disability of the treasurer, perform the
duties and exercise the powers of the treasurer. They shall perform such other
duties and exercise such other powers as the board of directors may from time to
time prescribe.

                                   ARTICLE VI

                                 SHARES OF STOCK

          Section 6.01 Certificates. The corporation shall deliver certificates
representing all shares to which shareholders are entitled; and such
certificates shall be signed by the president or a vice president, and the
secretary or an assistant secretary of the corporation, and may be sealed with
the seal of the corporation or a facsimile thereof. Each certificate
representing shares shall state upon the face thereof that the corporation is
organized under the laws of the State of Texas, the name of the person to whom
issued, the number and class and the designation of the series, if any, that
such certificate represents, and the par value of each share represented by such
certificate or a statement that the shares are without par value.

          Section 6.02 Issuance; Payment. Shares (both treasury and authorized
but unissued) may be issued for such consideration (not less than par value in
the case of authorized but unissued shares) and to such persons as the board of
directors may from time to time determine. Consideration for the issuance of
shares may be paid in whole or in part, in money or other property, tangible or
intangible, and/or by labor or services actually performed for the corporation.
When payment of the consideration for which shares are to be issued shall have
been received by the corporation, such shares shall be deemed fully paid and
nonassessable.


                                       10



Neither promissory notes nor future services shall constitute payment or part
payment to the corporation for shares. In the absence of fraud in the
transaction, the good faith determination of the board of directors as to the
value of the consideration received for shares shall be conclusive. No
certificate shall be issued for any share or shares until the consideration
therefor has been fully paid.

          Section 6.03 Shares of More than One Class. If the corporation is
authorized to issue shares of more than one class, each certificate representing
shares issued by the corporation (1) shall conspicuously set forth on the face
or back of the certificate a full statement of (a) all of the designations,
preferences, limitations and relative rights of the shares of each class
authorized to be issued and, (b) if the corporation is authorized to issue
shares of any preferred or special class in series, the variations in the
relative rights and preferences of the shares of each such series to the extent
they have been fixed and determined and the authority of the board of directors
to fix and determine the relative rights and preferences of subsequent series;
or (2) shall conspicuously state on the face or back of the certificate that (a)
such a statement is set forth in the articles of incorporation on file in the
office of the Secretary of State and (b) the corporation will furnish a copy of
such statement to the record holder of the certificate without charge on written
request to the corporation at its principal place of business or registered
office.

          Section 6.04 Limitation of Preemptive Rights. If the corporation has
by its articles of incorporation limited or denied the preemptive right of
shareholders to acquire unissued or treasury shares of the corporation, every
certificate representing shares issued by the corporation (1) shall
conspicuously set forth upon the face or back of the certificate a full
statement of the limitation or denial of preemptive rights contained in the
articles of incorporation, or (2) shall conspicuously state on the face or back
of the certificate (a) that there is on file in the office of the Secretary of
State a full statement of the limitation or denial of preemptive rights
contained in the articles of incorporation, and (b) that the corporation will
furnish a copy of such statement to any shareholder without charge upon written
request to the corporation at its principal place of business or registered
office.

          Section 6.05 Signatures. The signatures of the president or vice
president and the secretary or assistant secretary upon a certificate may be
facsimiles, if the certificate is countersigned by a transfer agent, or
registered by a registrar, other than the corporation itself or an employee of
the corporation. In case any officer who has signed or whose facsimile signature
has been placed upon such certificate shall have ceased to be such officer
before such certificate is issued, it may be issued by the corporation with the
same effect as if he were such officer at the date of the issuance.

          Section 6.06 Lost Certificates. The board of directors may direct a
new certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost or destroyed. When authorizing such issue of
a new certificate or certificates, the board of directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or to give the
corporation a bond in such sum as it may direct as indemnity


                                       11



against any claim that may be made against the corporation with respect to the
certificate alleged to have been lost or destroyed.

          Section 6.07 Transfer of Certificates. Upon surrender to the
corporation or the transfer agent of the corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.

          Section 6.08 Restriction of Transfer of Shares. If the corporation
issues any shares that are not registered under the Securities Act of 1933, as
amended, and registered or qualified under any applicable state securities laws,
the transfer of any such shares shall be restricted in accordance with the
following legend, which shall be conspicuously set forth on the face or on the
back of each certificate representing such shares:

          "The shares of stock represented by this certificate have not been
     registered under the Securities Act of 1933, as amended (the 'Act'), or
     registered or qualified under the securities laws of any state, and the
     holder hereof cannot make any sale, assignment or other transfer of any
     shares of such stock except pursuant to an offering of such shares duly
     registered under the Act and registered or qualified under any applicable
     state securities laws, or under such other circumstances as in the opinion
     of counsel for or satisfactory to the issuer shall not, at the time,
     require registration under the Act and/or registration or qualification
     under any state securities law. Also said shares are 'restricted
     securities' within the meaning of Rule 144 promulgated by the Securities
     and Exchange Commission under the Act and may be subject to the limitations
     and reporting requirements of said rule upon resale or other disposition
     thereof."

          In the event any restriction on the transfer, or registration of the
transfer, of shares shall be imposed or agreed to by the corporation, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that such a
restriction exists pursuant to a specified document and (a) that the corporation
will furnish to the record holder of the certificate a copy of the specified
document without charge upon written request to the corporation at its principal
place of business or registered office, or (b) if such document is one required
or permitted by law to be and has been so filed, that such specified document is
on file in the office of the Secretary of State and contains a full statement of
such restriction.

          Section 6.09 Registered Holders of Shares. Unless otherwise provided
in the TBCA, and subject to the provisions of Chapter 8 - Investment Securities
of the Texas Business and Commerce Code, as amended:

     (1) The corporation may regard the person in whose name any shares of the
corporation are registered in the share transfer records of the corporation at
any particular time (including, without limitation, as of a record date fixed
pursuant to Section 2.10 or 2.11 of these bylaws) as


                                       12



the owner of those shares at that time for purposes of voting those shares,
receiving distributions thereon or notices in respect thereof, transferring
those shares, exercising rights of dissent with respect to those shares,
exercising or waiving any preemptive rights with respect to those shares,
entering into any agreements with respect to those shares in accordance with
Articles 2.22 or 2.30 of the TBCA, or giving proxies with respect to those
shares; and

     (2) Neither the corporation nor any of its officers, directors, employees
or agents shall be liable for regarding that person as the owner of those shares
at that time for those purposes, regardless of whether that person does not
possess a certificate representing those shares.

                                   ARTICLE VII

                                 INDEMNIFICATION

          Section 7.01 General. The corporation shall indemnify persons for whom
indemnification is permitted by the Texas Business Corporation Act to the
fullest extent permissible under the Texas Business Corporation Act, and may
purchase such indemnification insurance as the Board of Directors from time to
time shall determine.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

          Section 8.01 Dividends. The board of directors may declare and the
corporation may pay dividends on its outstanding shares in cash, property or its
own shares pursuant to law and subject to the provisions of its articles of
incorporation.

          Section 8.02 Reserves. The board of directors may by resolution create
a reserve or reserves out of surplus for any proper purpose or purposes, and may
modify or abolish any such reserve in the same manner.

          Section 8.03 Books and Records. The corporation shall keep books and
records of account and shall keep minutes of the proceedings of all meetings of
the shareholders, the board of directors and each committee of the board of
directors. The corporation shall keep at its registered office or, whether
within or outside the state of Texas, at its principal place of business or at
the office of its transfer agent or registrar, a record of the original issuance
of shares issued by the corporation and a record of each transfer of those
shares that have been presented to the corporation for registration of transfer.
Such records shall contain the names and addresses of all past and current
shareholders and the number and class of shares issued by the corporation held
by each of them. Any books, records, minutes and share transfer records may be
in written form or in any other form capable of being converted into written
form within a reasonable time.

          Section 8.04 Report to Shareholders. The board of directors must, when
requested by the holders of at least one-third (1/3) of the outstanding shares
of the corporation, present to the shareholders written reports giving a full
and clear statement of the business and condition of the corporation, including
a reasonably detailed balance sheet and income statement.


                                       13



          Section 8.05 Checks. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.

          Section 8.06 Fiscal Year. The fiscal year of the corporation shall be
fixed by the resolution of the board of directors.

          Section 8.07 Seal. The corporate seal shall have inscribed thereon the
name of the corporation, the year of its organization and the words "Corporate
Seal, Texas." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any other manner reproduced.

          Section 8.08 Construction. Whenever the context or circumstances so
require, for all terms used herein the masculine shall include the feminine and
neuter, and the singular shall include the plural, and vice versa. If any
provision of these Bylaws shall be held illegal, invalid or inoperative, then,
so far as is reasonable and possible (1) the remainder of the Bylaws shall be
and remain legal, valid and operative and (2) effect shall be given the intent
manifested by the provision held illegal, invalid or inoperative and to that
end, such illegal, invalid or inoperative provision shall be deemed to have been
replaced by a provision that is as similar to such illegal, invalid or
inoperative provision as possible and still be legal, valid and operative.

          Section 8.09 Headings. Headings used in these Bylaws have been
inserted for administrative convenience only and do not constitute matter to be
construed in interpretation of the substantive provisions of these Bylaws.

                                   ARTICLE IX

                               AMENDMENT OF BYLAWS

          Section 9.01 General. These Bylaws may be altered, amended or repealed
or new bylaws may be adopted at any meeting of the board of directors at which a
quorum is present, by the affirmative vote of a majority of the directors
present at such meeting (provided notice of the proposed alteration, amendment
or repeal is contained in the notice of the meeting), subject to repeal or
change at any meeting of the shareholders at which a quorum is present, by the
affirmative vote of a majority of the shareholders present at such meeting
(provided notice of the proposed alteration, amendment or repeal is contained in
the notice of the meeting).


                                       14

EX-3.264

                                                                   Exhibit 3.264

                            ARTICLES OF INCORPORATION
                                       OF
                   EMERGENCY SPECIALISTS OF ARKANSAS, INC. II

     The undersigned, a natural person of the age of eighteen years or more,
acting as incorporator of a corporation under the Texas Business Corporation
Act, hereby adopts the following Articles of Incorporation for EMERGENCY
SPECIALISTS OF ARKANSAS, INC. II (the "Corporation");

                                   ARTICLE ONE
                                      NAME

     The name of this Corporation is "EMERGENCY SPECIALISTS OF ARKANSAS, INC.
II"

                                  ARTICLE TWO
                                    DURATION

     The period of the Corporation's duration is perpetual

                                  ARTICLE THREE
                                     PURPOSE

     The purpose for which the Corporation is organized is the transaction of
any and all lawful business for which corporations may be incorporated under the
Texas Business Corporation Act.

                                  ARTICLE FOUR
                                 CAPITALIZATION

     The aggregate number of shares which the Corporation shall have authority
to issue is One Thousand (1,000) shares of Common Stock of the par value of
$0.01 per share.

                                  ARTICLE FIVE
                               ISSUANCE OF SHARES

     The Corporation will not commence business until it has received for the
issuance of its shares consideration of the value of a least One Thousand
Dollars ($1,000.00), consisting of money, labor done, or property actually
received.



                                   ARTICLE SIX
                                  INCORPORATION

     The name and address of the incorporator of the Corporation is.



           Name                        Address
           ----                        -------
                         
Leonard M. Riggs, Jr, M D   1717 Main Street, Suite 5200
                            Dallas, Texas 75201


                                  ARTICLE SEVEN
                           DENIAL OF PREEMPTIVE RIGHTS

     No shareholder of the Corporation shall, by reason of such shareholder
holding shares of any class, have any preemptive or preferential right to
purchase or subscribe for any shares of any class of the Corporation, now or
hereafter to be authorized, or any notes, debentures, bonds, or other securities
convertible into or carrying options or warrants to purchase shares of any
class, now or hereafter to be authorized, whether or not the issuance or sale of
any such shares, or such notes, debentures, bonds, or other securities, would
adversely affect the dividend or voting rights of such shareholder of the
Corporation, other than such rights, if any, as the board of directors, in its
discretion, may grant to the shareholders to purchase such additional, unissued,
or treasury securities; and the Corporation may issue or sell additional
unissued or treasury shares of any class of the Corporation, or any notes,
debentures, bonds or other securities convertible into or carrying options or
warrants to purchase shares of any class, without offering the same in whole or
in part to the existing shareholders of any class.

                                  ARTICLE EIGHT
                           DENIAL OF CUMULATIVE VOTING

     When electing directors of the Corporation, a shareholder of the
Corporation shall not be permitted to cumulate such shareholder's votes

                                  ARTICLE NINE
                                REGISTERED OFFICE

     The street address of the registered office of the Corporation is 1717 Main
Street, Suite 5200, Dallas, Texas 75201, and the name of its registered agent at
such address is Leonard M. Riggs, M.D.

                                   ARTICLE TEN
                                    DIRECTORS

     The number of directors constituting the initial Board of Directors is one
(1) and the name and address of the person who is to serve as the initial
Director until the first annual meeting of shareholders or until his successor
is elected and qualified is:


                                       2





        NAMES                     ADDRESSES
        -----                     ---------
                     
Leonard M. Riggs, Jr.   1717 Main Street, Suite 5200
                        Dallas, Texas 75201


                                 ARTICLE ELEVEN
                      REQUIRED SHAREHOLDER VOTE AND CONSENT

     Except as otherwise required by law, the affirmative vote of the holders of
a majority of the issued and outstanding shares of the Corporation shall decide
any matter submitted to a vote the shareholders of the Corporation. The holders
of a majority of the issued and outstanding shares of the Corporation may take
any action that the shareholders of the Corporation are permitted or required to
take at a meeting pursuant to a consent setting forth the action taken that such
holders sign.

                                 ARTICLE TWELVE
                                 INDEMNIFICATION

     The Corporation shall, to the full extent permitted by law, (i) indemnify
any person who was, is or is threatened to be made a named defendant or
respondent to any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, any appeal in such
action, suit or proceeding, and any inquiry or investigation that could lead to
such an action, suit, or proceeding, because such person is or was a director or
officer of the Corporation, or, while a director or officer of the Corporation,
is or was serving at the request or the Corporation as a director, officer,
partner, venturer, proprietor, trustee, employee, agent, or similar functionary
of another Corporation, partnership, joint venture, sole proprietorship, trust,
employee benefit plan, or other enterprise, against judgments, penalties
(including excise and similar taxes), fines, settlements, and reasonable
expenses (including attorneys fees) actually incurred by such person in
connection with such action, suit, or proceeding, and (ii) advance reasonable
expenses to such person in connection with such action, suit or proceeding. The
rights provided in this Article shall not be deemed exclusive of any other
rights permitted by law, to which such person may be entitled under any
provision of the bylaws of the Corporation, a resolution of shareholders or
directors of the Corporation, an agreement, or otherwise

                                ARTICLE THIRTEEN
                        LIMITATION OF DIRECTOR LIABILITY

     No director of the Corporation shall be liable to the Corporation or its
shareholders for monetary damages for any act or omission in such director's
capacity as director, except to the extent such director is found liable for (i)
a breach of such director's duty of loyalty to the Corporation or its
shareholders; (ii) an act or omission not in good faith that constitutes a
breach of duty of such director to the Corporation or an act or omission that
involves intentional misconduct or a knowing violation of the law; (iii) a
transaction from which such director received an improper benefit, whether or
not the benefit resulted from an action taken within the scope of such
director's office, or (iv) an act or omission for which the liability of a
director is expressly provided by an applicable statute. No repeal or
modification of this ARTICLE NINE shall adversely affect any right or protection
of a director of the Corporation existing by virtue of this ARTICLE NINE at the
time of such repeal or modification.


                                       3



     IN WITNESS WHEREOF, I have hereunto set my hand, this 20th day of April,
1995.


                                        /s/ Leonard M. Riggs, Jr., MD
                                        ----------------------------------------
                                        Leonard M. Riggs, Jr., M.D.,
                                        Incorporator


                                       4

EX-3.265

                                                                   Exhibit 3.265

                                     BYLAWS

                                       OF

                   EMERGENCY SPECIALISTS OF ARKANSAS, INC. II

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of Emergency Specialists of Arkansas,
Inc. II (the "Corporation") shall be such registered agent and office as shall
from time to time be established pursuant to the articles of incorporation, as
amended from time to time, of the Corporation (the "Charter") or by resolution
of the Board of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Texas as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

     2.01. Meetings of Shareholders of the Corporation (the "Shareholders") for
any purpose may be held at such place, within or without the State of Texas, as
shall be fixed from time to time by the Board, or, if the Board has not so
specified, then at such place as may be fixed by the person or persons calling
the meeting.

     2.02. An annual meeting of the Shareholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Shareholders, a complete
list of the Shareholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Shareholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Shareholder who may be present.

     2.04. Special meetings of the Shareholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote at the meetings. Business
transacted at all special meetings shall be confined to the objects stated in
the notice of the meeting.


Page 1



     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Shareholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
Shareholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Shareholders, the Shareholders
entitled to vote thereat, present in person or represented by proxy, shall
nevertheless have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At an adjourned session at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required in which
case such express provision shall govern and control the decision of such
question. The Shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Shareholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Shareholders, unless otherwise provided by statute or the Charter. At any
meeting of the Shareholders, every Shareholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Shareholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Shareholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Shareholders entitled to notice of or to vote at a meeting of
Shareholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.

     2.10. Any action required by statute to be taken at a meeting of the
Shareholders, or any action which may be taken at a meeting of the Shareholders,
may be taken without a meeting if a


Page 2



consent in writing, setting forth the action so taken, shall be signed by all of
the Shareholders entitled to vote with respect to the subject matter thereof,
and such consent shall have the same force and effect as a unanimous vote of
Shareholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Shareholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Shareholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Shareholders at the
annual meeting or a special meeting called for that purpose, but no decrease
shall have the effect of shortening the term of an incumbent director. Directors
need not be Shareholders or residents of the State of Texas. The directors shall
be elected at the annual meeting of the Shareholders, except as hereinafter
provided, and each director elected shall hold office until his or her successor
shall be elected and shall qualify.

     3.03. At any meeting of Shareholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Shareholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Shareholders called for that purpose or may be
filled by the Board for a term of office confirming only until the next election
of one or more directors by the Shareholders.

     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so


Page 3



elected, or by the vote of the holders of the outstanding shares of such class
or series, and such directorships shall not in any case be filled by the vote of
the remaining directors or the holders of the outstanding shares as a whole
unless otherwise provided in the Charter.

     3.05. At each election for directors, every Shareholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Shareholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         Executive and Other Committees

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              Meetings of Directors

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Texas.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Shareholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board maybe called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically provided by statute or by the Charter or by these
bylaws. If a quorum shall not be present at any meeting of directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.


Page 4



     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and bold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            Compensation of Directors

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Shareholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Shareholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Shareholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice


Page 5



Presidents and a Treasurer. Such other officers, including assistant officers,
and agents as may be deemed necessary may be elected or appointed by the Board.
Any two or more offices may be held by the same person.

     5.02. The Board at its first meeting after each annual meeting of
Shareholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.

     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such, duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              Chairman of the Board

     5.06. The Chairman of the Board shall preside at all meetings of the
shareholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             Chief Executive Officer

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           Vice-Chairman of the Board

     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Shareholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  The President

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the


Page 6



Board are carried into effect. He shall be an ex-officio member of all standing
committees of the Board.

                     The Secretary and Assistant Secretaries

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Shareholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Shareholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  The Treasurer

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.

     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  Other Offices

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.


Page 7



                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Shareholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value entail shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of Texas. Each certificate shall be signed by either the President or
any Vice President then in office and by either the Secretary, an Assistant
Secretary, or any Treasurer then in office, and may be sealed with the seal of
the Corporation or a facsimile thereof. If any certificate is countersigned by a
transfer agent, or an assistant transfer agent or registered by a registrar,
other than the Corporation or an employee of the Corporation, the signature of
any such officer of the Corporation may be a facsimile. Whenever the Corporation
shall be authorized to issue more than one class of stock, there shall be (1)
set forth conspicuously upon the face or back of each certificate a full
statement of (a) all of the designations, preferences, limitations, and relative
rights of the shares of each class authorized to be issued and (b) if the
Corporation is authorized to issue any preferred or special class in series, the
variations in the relative rights and preferences of the shares of each series
so far as the same have been fixed and determined and the authority of the Board
to fix and determine the relative rights and preferences of subsequent series;
or (2) stated conspicuously on the face or back of the certificate that (a) such
a statement is set forth in the Charter on file in the office of the Secretary
of State of Texas and (b) the Corporation will furnish a copy of such statement
to the record holder of the certificate without charge upon request to the
Corporation at its principal place of business or registered office. Whenever
the Corporation by the Charter has limited or denied the preemptive rights of
Shareholders to acquire unissued or treasury shares of the Corporation, each
certificate (1) shall conspicuously set forth upon the face or back of such
certificate a full statement of the limitation or denial of preemptive rights
contained in the Charter, or (2) shall conspicuously state on the face or back
of the certificate that (a) such statement is set forth in the Charter on file
in the office of the Secretary of State of Texas and (b) the Corporation will
furnish a copy of such statement to the record holder of the certificate without
charge upon request to the Corporation at its principal place of business or
registered office. If any restriction on the transfer or the registration of the
transfer of shares shall be imposed or agreed to by the Corporation, as
permitted by law, each certificate representing shares so restricted (1) shall
conspicuously set forth a full or summary statement of the restriction on the
face of the certificate, or (2) shall set forth such statement on the back of
the certificate and conspicuously refer to the same on the face of the
certificate, or (3) shall conspicuously state on the face or back of the
certificate that such a restriction exists pursuant to a specified document and
(a) that the Corporation will furnish to the record holder of the certificate
without charge upon written request to the corporation at its principal place of
business or registered office a copy of the specified document, or (b) if such
document is one required or permitted to be and has been filed under the Texas
Business Corporation Act, that such document is on file in the office of the
Secretary of State of Texas and contains a full statement of such restriction.


Page 8



                                Lost Certificates

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

                               Transfer of Shares

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified in the Texas Business and Commerce Code, it shall be the duty
of the Corporation or the transfer agent of the Corporation to register the
transfer as requested.

                             Registered Shareholders

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                  ARTICLE VII

                               GENERAL PROVISIONS

                                    Dividends

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Shareholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.

                                    Reserves

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, proper


Page 9



to provide for contingencies, or to repair or maintain any property of the
Corporation, or for such other purpose as the directors shall think beneficial
to the Corporation, and the directors may modify or abolish any such reserve in
the manner in which it was created.

                                     Checks

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       Execution of Contracts, Deeds, Etc.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   Fiscal Year

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              Voting of Securities

     7.06. Unless Otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 Indemnification

     7.07. (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, including without
limitation, Texas Business Corporation Act Art. 2.02-1, as such Article now
exists or shall hereafter be amended, indemnify any person who was, is, or is
threatened to be made a named defendant or respondent to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
arbitral, administrative, or investigative, any appeal in such action, suit, or
proceeding, and any inquiry or investigation that could lead to such an action,
suit, or proceeding, because such person is or was a director or officer of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and


Page 10



similar taxes), fines, settlements, and reasonable expenses (including
attorneys' fees) actually incurred by such person in connection with such
action, suit, or proceeding. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that an individual
did not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, including without
limitation, Art. 2.02-1 of the Texas Business Corporation Act, as such Article
now exists or shall hereafter be amended, pay or reimburse on a current basis
the expenses incurred by any person described in subsection (a) of this Section
7.07 in connection with any such action, suit, or proceeding in advance of the
final disposition thereof, if the Corporation has received (i) a written
affirmation by the recipient of his good faith belief that he has met the
standard of conduct necessary for indemnification under the Texas Business
Corporation Act and (ii) a written undertaking by or on behalf of the director
to repay the amount paid or reimbursed if it is ultimately determined that he
has not satisfied such standard of conduct or if indemnification is prohibited
by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the shareholders with or before the notice or waiver of notice of the
next Shareholder's meeting or with or before the next submission to Shareholders
of a consent to action without a meeting pursuant to Section A, Article 9.10 of
the Texas Business Corporation Act, and, in any case, within the 12-month period
immediately following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Shareholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by


Page 11



the Shareholders shall adversely affect any right of any person otherwise
entitled to indemnification by virtue of this Section 7.07 at the time of such
repeal or modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1)  the Charter or statute reserves the power exclusively to the
               Shareholders in whole or part; or

          (2)  the Shareholders in amending, repealing or adopting a particular
               bylaw expressly provide that the Board may not amend or repeal
               such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Shareholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Shareholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


Page 12

EX-3.266

                                                                   Exhibit 3.266

                 AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       OF
               ANGEL L. ISCOVICH, M.D., A PROFESSIONAL CORPORATION

ANGEL L. ISCOVICH, M.D. hereby certifies that:

1. He is the President and Secretary of ANGEL L. ISCOVICH, M.D., A PROFESSIONAL
CORPORATION.

2. The Articles of Incorporation of this corporation are amended and restated to
read as follows:

                                       I.

The name of the corporation is FIRST MEDICAL/EMCARE INC.

                                       II.

The purpose of this corporation is to engage in any lawful act or activity for
which a corporation may be organized under the General Corporation Law of
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.

                                      III.

This corporation is authorized to issue only one class of shares of stock,
designated Common Stock, and the total number of shares that this corporation is
authorized to issue is one hundred thousand (100,000).

                                       IV.

     A. Limitation of Director Liability. The liability of the directors of the
corporation for monetary damages shall be eliminated to the fullest extent
permissible under California law.

     B. Indemnification of Agents for Breach of Duty to Corporation and
Shareholders. The corporation, may, by bylaw, agreement or otherwise, indemnify
its agents (as that term is defined in Section 317 of the California
Corporations Code) in excess of that expressly permitted by such Section 317,
for breach of duty to the corporation and its shareholders, to the fullest
extent permissible under California law; provided, however, that such
indemnification shall not extend to any acts or omissions or transactions from
which a director may not be relieved of liability as set forth in the exception
to Section 204 (a) (10) of the California Corporations Code or as to
circumstances in which indemnity is expressly prohibited by Section 317 of the
California Corporations Code.



     C. Subsequent Amendment. No amendment, termination or repeal of this
article or relevant provisions of the California Corporations Code or any other
applicable laws shall affect or diminish in any way the rights of any agent (as
that term is defined in Section 317 of the California Corporations Code) to
indemnification under the provisions hereof in connection with any action or
proceeding arising out of, or relating to, any actions, transactions or facts
occurring prior to the final adoption of such amendment, termination or repeal.

     D. Subsequent Legislation. If the California Corporations Code or any other
applicable law is amended after approval by the shareholders of this article to
further expand the indemnification permitted to directors or officers of the
corporation, then the corporation shall indemnify such persons to the fullest
extent permissible under the California Corporations Code or other applicable
law, as so amended.

3. The foregoing amendment and restatement of Articles of Incorporation has been
duly approved by the Board of Directors.

4. The foregoing amendment and restatement of Articles of Incorporation has been
duly approved by the required vote of shareholders in accordance with Section
902 of the California Corporations Code. The total number of outstanding shares
of the corporation is 1,500. The number of shares voting in favor of the
amendment and restatement equaled or exceeded the vote required. The percentage
vote required was more than 50%.

I further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of my own knowledge.

DATE: January 22, 1998


                                        /s/ Angel L. Iscovich
                                        ----------------------------------------
                                        Angel L. Iscovich, M.D.,
                                        President and Secretary


                                        2

EX-3.267

                                                                   Exhibit 3.267

                                     BYLAWS
                                       OF
                           FIRST MEDICAL/EMCARE, INC.

                                    ARTICLE I
                                     OFFICES

     1.01. The registered agent and office of FIRST MEDICAL/EMCARE, INC. (the
"Corporation") shall be such registered agent and office as shall from time to
time be established pursuant to the articles of incorporation, as amended from
time to time, of the Corporation (the "Charter") or by resolution of the Board
of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of California as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS

     2.01. Meetings of Shareholders of the Corporation (the "Shareholders") for
any purpose may be held at such place, within or without the State of
California, as shall be fixed from time to time by the Board, or, if the Board
has not so specified, then at such place as may be fixed by the person or
persons calling the meeting.

     2.02. An annual meeting of the Shareholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Shareholders, a complete
list of the Shareholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Shareholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Shareholder who may be present.

     2.04. Special meetings of the Shareholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote at the meetings. Business
transacted at all special meetings shall be confined to the objects stated in
the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either



personally or by mail, by or at the direction of the President, the Secretary,
or the officer or person calling the meeting, to each Shareholder of record
entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
Shareholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Shareholders, the Shareholders
entitled to vote thereat, present in person or represented by proxy, shall
nevertheless have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At an adjourned session at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Shareholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Shareholders, unless otherwise provided by statute or the Charter. At any
meeting of the Shareholders, every Shareholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Shareholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Shareholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Shareholders entitled to notice of or to vote at a meeting of
Shareholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.

     2.10. Any action required by statute to be taken at a meeting of the
Shareholders, or any action which may be taken at a meeting of the Shareholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Shareholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Shareholders.


                                       2



     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Shareholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III
                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Shareholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Shareholders at the
annual meeting or a special meeting called for that purpose, but no decrease
shall have the effect of shortening the term of an incumbent director. Directors
need not be Shareholders or residents of the State of California. The directors
shall be elected at the annual meeting of the Shareholders, except as
hereinafter provided, and each director elected shall hold office until his or
her successor shall be elected and shall qualify.

     3.03. At any meeting of Shareholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Shareholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Shareholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Shareholders.

     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.


                                       3



     3.05. At each election for directors, every Shareholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Shareholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         Executive and Other Committees

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              Meetings of Directors

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of California.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Shareholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.

     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically provided by statute or by the Charter or by these
bylaws. If a quorum shall not be present at any meeting of directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.


                                       4



     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            Compensation of Directors

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Shareholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Shareholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Shareholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Shareholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its


                                       5



members; and a President, a Treasurer, a Secretary, and such other officers,
including assistant officers, and agents as may be deemed necessary, none of
whom need be a member of the Board.

     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              Chairman of the Board

     5.06. The Chairman of the Board shall preside at all meetings of the
shareholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             Chief Executive Officer

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           Vice-Chairman of the Board

     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Shareholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  The President

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     The Secretary and Assistant Secretaries

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Shareholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall


                                       6



give, or cause to be given, notice of all meetings of the Shareholders and
special meetings of the Board, and shall perform such other duties as may be
prescribed by the Board or the President, under whose supervision the Secretary
shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  The Treasurer

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.

     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  Other Offices

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Shareholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of California. Each certificate shall be signed by either the President
or any Vice President then in office and by


                                       7



either the Secretary, an Assistant Secretary, or any Treasurer then in office,
and may be sealed with the seal of the Corporation or a facsimile thereof. If
any certificate is countersigned by a transfer agent, or an assistant transfer
agent or registered by a registrar, other than the Corporation or an employee of
the Corporation, the signature of any such officer of the Corporation may be a
facsimile. Whenever the Corporation shall be authorized to issue more than one
class of stock, there shall be (1) set forth conspicuously upon the face or back
of each certificate a full statement of (a) all of the designations,
preferences, limitations, and relative rights of the shares of each class
authorized to be issued and (b) if the Corporation is authorized to issue any
preferred or special class in series, the variations in the relative rights and
preferences of the shares of each series so far as the same have been fixed and
determined and the authority of the Board to fix and determine the relative
rights and preferences of subsequent series; or (2) stated conspicuously on the
face or back of the certificate that (a) such a statement is set forth in the
Charter on file in the office of the Secretary of State of California and (b)
the Corporation will furnish a copy of such statement to the record holder of
the certificate without charge upon request to the Corporation at its principal
place of business or registered office. Whenever the Corporation by the Charter
has limited or denied the preemptive rights of Shareholders to acquire unissued
or treasury shares of the Corporation, each certificate (1) shall conspicuously
set forth upon the face or back of such certificate a full statement of the
limitation or denial of preemptive rights contained in the Charter, or (2) shall
conspicuously state on the face or back of the certificate that (a) such
statement is set forth in the Charter on file in the office of the Secretary of
State of California and (b) the Corporation will furnish a copy of such
statement to the record holder of the certificate without charge upon request to
the Corporation at its principal place of business or registered office. If any
restriction on the transfer or the registration of the transfer of shares shall
be imposed or agreed to by the Corporation, as permitted by law, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that such a
restriction exists pursuant to a specified document and (a) that the Corporation
will furnish to the record holder of the certificate without charge upon written
request to the corporation at its principal place of business or registered
office a copy of the specified document, or (b) if such document is one required
or permitted to be and has been filed under the California Corporations Code,
that such document is on file in the office of the Secretary of State of
California and contains a full statement of such restriction.

                                Lost Certificates

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


                                       8



                               Transfer of Shares

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by California law, it shall be the duty of the Corporation or
the transfer agent of the Corporation to register the transfer as requested.

                             Registered Shareholders

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    Dividends

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Shareholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.

                                    Reserves

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     Checks

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       Execution of Contracts, Deeds, Etc.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds,


                                       9



mortgages, contracts and other obligations or instruments, and such authority
may be general or confined to specific instances.

                                   Fiscal Year

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              Voting of Securities

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 Indemnification

     7.07. (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, arbitral, administrative, or investigative, any appeal in such action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding, because such person is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief that he has met
the standard of conduct necessary for indemnification and (ii) a written
undertaking by or on behalf


                                       10



of the director to repay the amount paid or reimbursed if it is ultimately
determined that he has not satisfied such standard of conduct or if
indemnification is prohibited by law.

     (c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the shareholders with or before the notice or waiver of notice of the
next Shareholder's meeting or with or before the next submission to Shareholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

     (d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

     (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Shareholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Shareholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

     (1) the Charter or statute reserves the power exclusively to the
Shareholders in whole or part; or

     (2) the Shareholders in amending, repealing or adopting a particular bylaw
expressly provide that the Board may not amend or repeal such bylaw.

     8.02. Unless the Charter or a bylaw adopted by the Shareholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Shareholders may amend, repeal, or adopt


                                       11



bylaws of the Corporation even though such bylaws may also be amended, repealed
or adopted by the Board.


                                       12



                             ANGEL L. ISCOVICH, M.D.

                                     BY-LAWS

                             CODE SECTION REFERENCES

                              ARTICLE I - DIRECTORS

                                            
Sec.   1.a.   Powers - GCL                           152, 153, 204(a)(9), 300
       1.b.   Standard of Care                       309
       1.c.   Exception for Close                    158, 186, 202, 204, 300, 418, 421
              Corporation                            706, 111, 1201, 1800, 1904
Sec.   2.     Number and Qualification               212(a)
Sec.   3.     Election and Tenure of Office          301, 305, 600(b), 708(e)
Sec.   4.     Vacancies                              153, 302, 303, 304, 305(a)(b)
Sec.   5.     Removal of Directors                   302, 303, 304
Sec.   6.     Notice, Place, Etc.                    212(b)(2), 307(a)(2)(5), 1500
Sec.   7.     Organization Meetings, Etc.            210, 300, 307, 307(a)(2)
Sec.   8.     Special Meetings - Notices             307(a)(1)(2)(3), 307(b)
Sec.   9.     Waivers                                307(a)(3)
Sec.   10.    Sole Director                          307(c)
Sec.   11.    Action by Unanimous Written Consent    307(c)
Sec.   12.    Quorum                                 212(b)(4), 307(a)(6)(7)(8)
Sec.   13.    Notice of Adjournment                  307(a)(4)
Sec.   14.    Compensation                           212(b)(4), 300
Sec.   15.    Committees                             300, 311
Sec.   16.    Advisory Directors                     212(b)(4), 300
Sec.   17.    Resignations                           305(d)

                              ARTICLE II - OFFICERS

Sec.   1.     Officers                               212(b)(5)(6), 312(a)
Sec.   2.     Election                               312(b)
Sec.   3.     Subordinate Officers, Etc.             312(a)
Sec.   4.     Removal and Resignation                312(b)
Sec.   5.     Vacancies                              312(b)
Sec.   6.     Chairman of the Board                  312(a)
Sec.   7.     President                              312(a)
Sec.   8.     Vice President                         312(a)
Sec.   9.     Secretary                              312(a), 312(c), 1500
Sec.   10.    Chief Financial Officer                312(a), 1602

                      ARTICLE III - SHAREHOLDERS' MEETINGS

Sec.   1.     Place of Meetings                      600(a)
Sec.   2.     Annual Meetings                        600(b)
Sec.   3.     Special Meetings                       601(a)(c)





                                            
Sec.   4.     Notice of Meetings - Reports           212(b)(2), 601(a)(b)(d)
Sec.   5.     Validation of Shareholders' Meetings   601(e), 902, 1201, 1900, 2007
Sec.   6.     Shareholders Acting Without
              A Meeting - Directors                  152, 153, 204, 305(b), 603(d)
Sec.   7.     Other Actions Without A Meeting        152, 153, 204, 603
Sec.   8.     Quorum                                 602
Sec.   9.     Voting Rights - Cumulative             212(b)(7), 701, 702, 703, 704
              Voting                                 706, 708
Sec.   10.    Proxies                                212(b)(3), 604, 705
Sec.   11.    Organization                           212
Sec.   12.    Inspectors of Election                 707(a)
Sec.   13.    Shareholders' Agreements               300, 706

                ARTICLE IV - CERTIFICATES AND TRANSFER OF SHARES

Sec.   1.     Certificate for Shares                 212(a)(b), 400, 416, 417, 418, 422
Sec.   2.     Transfer on the Books                  419, 420
Sec.   3.     Lost or Destroyed Certificate          419
Sec.   4.     Transfer Agents and Registrars         420
Sec.   5.     Closing Stock Transfer Books           701, 1500, 2200
Sec.   6.     Legend Condition                       417, 418, 25102
Sec.   7.     Close Corporation Certificates         418(c)

                    ARTICLE V - CORPORATE RECORDS AND REPORTS

Sec.   1.     Records                                1500-1501
Sec.   2.     Inspection of Books and Records        1600-1602
Sec.   3.     Certification and Inspection           213, 312(c), 314
              of By-Laws
Sec.   4.     Checks, Drafts, Etc.                   208(b), 313
Sec.   5.     Contracts, Etc.                        208(b), 313

                           ARTICLE VI - ANNUAL REPORTS

Sec. 1.       Due Date, Contents                     1501, 212(b)(8)
Sec. 2.       Waiver                                 1501(a), 605

                       ARTICLE VII - AMENDMENTS TO BY-LAWS

Sec.   1.     By Shareholders                        211
Sec.   2.     Powers of Directors                    204(c)(5), 212
Sec.   3.     Record of Amendments                   213

                          ARTICLE VIII - MISCELLANEOUS

Sec.   1.     References to Code Sections            GCL
Sec.   2.     Shareholders' Agreement                300
Sec.   3.     Shares in Other Corporations           703



                                       14



                                            
Sec.   4.     Subsidiary Corporations                175, 189, 703
Sec.   5.     Indemnity                              112, 153, 317

                         ARTICLE IX - PURCHASE OF SHARES

Sec.   1.     Transfer of Shares                     204(b), 212, 418




                                       15



                                     BY-LAWS

                                       of

                             ANGEL L. ISCOVICH, M.D.
                           A Professional Corporation

                            A California Corporation

                                    ARTICLE I
                              DIRECTORS; MANAGEMENT

Section 1. a. Powers.

     Subject to the provisions of the General Corporation Law of California,
effective January 1, 1977 (to which the various Section numbers quoted herein
relate) and subject to any limitation in the Articles of Incorporation and the
By-Laws relating to action required to be approved by the Shareholders (Sec.
153) or by the outstanding shares (Sec. 152), the business and affairs of this
corporation shall be managed by and all corporate powers shall be exercised by
or under direction of the Board of Directors.

     b.   Standard of Care.

     Each Director shall exercise such powers and otherwise perform such duties
in good faith, in the manner such Director believes to be in the best interests
of the corporation, and with such care, including reasonable inquiry, using
ordinary prudence, as a person in a like position would use under similar
circumstances. (Sec. 309)

     c.   Exception for Close Corporation.

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

Section 2. Number and Qualification.

     The authorized number of Directors of the corporation shall be ONE (1).

     This number may be changed by amendment to the Articles of Incorporation or
by an amendment to this Section 2, ARTICLE I, of these By-Laws, adopted by the
vote or written assent of the Shareholders entitled to exercise majority voting
power as provided in Sec. 212.


                                       16



Section 3. Election and Tenure of Office.

     The Directors shall be elected by ballot at the annual meeting of the
Shareholders, to serve for one year or until their successors are elected and
have qualified. Their term of office shall begin immediately after election.

Section 4. Vacancies.

     Vacancies in the Board of Directors may be filled by a majority of the
remaining Directors, though less than a quorum, or by a sole remaining Director,
and each Director so elected shall hold office until his successor is elected at
an annual meeting of Shareholders or at a special meeting called for that
purpose.

     The Shareholders may at any time elect a Director to fill any vacancy not
filled by the Directors, and may elect the additional Directors at the meeting
at which an amendment of the By-Laws is voted authorizing an increase in the
number of Directors.

     A vacancy or vacancies shall be deemed to exist in case of the death,
resignation or removal of any Director, or if the Shareholders shall increase
the authorized number of Directors but shall fail at the meeting at which such
increase is authorized, or at an adjournment thereof, to elect the additional
Director so provided for, or in case the Shareholders fail at any time to elect
the full number of authorized Directors.

     If the Board of Directors accepts the resignation of a Director tendered to
take effect at a future time, the Board, or the Shareholders, shall have power
to elect a successor to take office when the resignation shall become effective.

     No reduction of the number of Directors shall have the effect of removing
any Director prior to the expiration of his term of office.

Section 5. Removal of Directors.

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

Section 6. Notice, Place and Manner of Meetings.

     Meetings of the Board of Directors may be called by the Chairman of the
Board, or the President, or any Vice President, or the Secretary, or any two (2)
Directors and shall be held at the principal executive office of the corporation
in the State of California, unless some other place is designated in the notice
of the meeting. No notice need be given of organization meetings or regular
meetings held at the corporate offices at the time and date set forth herein.
Notice shall be given of other meetings as herein provided. Members of the Board
may participate in a meeting through use of a conference telephone or similar
communications equipment so long as all members participating in such a meeting
can hear one another.


                                       17



Accurate minutes of any meeting of the Board, or any committee thereof, shall be
maintained as required by Sec. 1500 of the Code by the Secretary or other
Officer designated for that purpose.

Section 7. Organization Meetings - Regular Meetings.

     The organization meetings of the newly elected Board of Directors shall be
held immediately following the adjournment of the annual meetings of the
Shareholders.

     Other Regular Meetings.

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

          Time of Regular Meeting: 10:00 A.M.

          Date of Regular Meeting: To be later decided

If said day shall fall upon a holiday, such meetings shall be held on the next
succeeding business day thereafter.

Section 8. Special Meetings - Notices.

     Special meetings of the Board may be called at any time by the President
or, if he is absent or unable or refuses to act, by any Vice President or the
Secretary or by any two Directors, or by one Director if only one is provided.

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

Section 9. Waivers.

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


                                       18



Section 10. Sole Director Provided by Articles of Incorporation.

     In the event only one Director is required by the By-Laws or Articles of
Incorporation, then any reference herein to notices, waivers, consents, meetings
or other actions by a majority or quorum of the Directors shall be deemed to
refer to such notice, waiver, etc., by such sole Director, who shall have all
the rights and duties and shall be entitled to exercise all of the powers and
shall assume all the responsibilities otherwise herein described as given to a
Board of Directors.

Section 11. Directors Acting by Unanimous Written Consent.

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

Section 12. Quorum.

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

Section 13. Notice of Adjournment.

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

Section 14. Compensation of Directors.

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

Section 15. Committees.

     Committees of the Board may be appointed by resolution passed by a majority
of the whole Board. Committees shall be composed of two or more members of the
Board, and shall have such powers of the Board as may be expressly delegated to
it by resolution of the Board of Directors, except those powers expressly made
non-delegable by Sec. 311.


                                       19



Section 16. Advisory Directors.

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

Section 17. Resignations.

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

                                   ARTICLE II

                                    OFFICERS

Section 1. Officers.

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

Section 2. Election.

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

Section 3. Subordinate Officers, Etc.

     The Board of Directors may appoint such other Officers as the business of
the corporation may require, each of whom shall hold office for such period,
have such authority and perform such duties as are provided in the By-Laws or as
the Board of Directors may from time to time determine.

Section 4. Removal and Resignation.

     Any Officer may be removed, either with or without cause, by a majority of
the Directors at the time in office, at any regular or special meeting of the
Board, or, except in case of an


                                       20



Officer chosen by the Board of Directors, by any Officer upon whom such power of
removal may be conferred by the Board of Directors.

     Any Officer may resign at any time by giving written notice to the Board of
Directors, or to the President, or to the Secretary of the corporation. Any such
resignation shall take effect at the date of the receipt of such notice or at
any later time specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

Section 5. Vacancies.

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

Section 6. Chairman of the Board.

     The Chairman of the Board, if there shall be such an Officer, shall, if
present, preside at all meetings of the Board of Directors, and exercise and
perform such other powers and duties as may be from time to time assigned to him
by the Board of Directors or prescribed by the By-Laws.

Section 7. President.

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

Section 8. Vice President.

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

Section 9. Secretary.

     The Secretary shall keep, or cause to be kept, a book of minutes at the
principal office or such other place as the Board of Directors may order, of all
meetings of Directors and Shareholders, with the time and place of holding,
whether regular or special, and if special, how


                                       21



authorized, the notice thereof given, the names of those present at Directors'
meetings, the number of shares present or represented at Shareholders' meetings
and the proceedings thereof.

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

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

Section 10. Chief Financial Officer.

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

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

                                   ARTICLE III

                             SHAREHOLDERS' MEETINGS

Section 1. Place of Meetings.

     Meetings of the Shareholders shall be held at the principal executive
office of the corporation, in the State of California, unless some other
appropriate and convenient location be designated for that purpose from time to
time by the Board of Directors.

Section 2. Annual Meetings.

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

          Time of Meeting: 10:00 A.M.

          Date of Meeting: Last Tuesday in February Each Year


                                       22



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

Section 3. Special Meetings.

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

     Upon receipt of a written request addressed to the Chairman, President,
Vice President, or Secretary, mailed or delivered personally to such Officer by
any person (other than the Board) entitled to call a special meeting of
Shareholders, such Officer shall cause notice to be given, to the Shareholders
entitled to vote, that a meeting will be held at a time requested by the person
or persons calling the meeting, not less than twenty-five nor more than sixty
days after the receipt of such request. If such notice is not given within
twenty days after receipt of such request, the persons calling the meeting may
give notice thereof in the manner provided by these By-Laws or apply to the
Superior Court as provided in Sec. 305(c).

Section 4. Notice of Meetings - Reports.

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

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

     Notice of any meeting of Shareholders shall specify the place, the day and
the hour of meeting, and (1) in case of a special meeting, the general nature of
the business to be transacted and no other business may be transacted, or (2) in
the case of an annual meeting, those matters which the Board at date of mailing,
intends to present for action by the Shareholders. At any meetings where
Directors are to be elected, notice shall include the names of the nominees, if
any, intended at date of Notice to be presented by management for election.

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

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


                                       23



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

Section 5. Validation of Shareholders' Meetings.

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

Section 6. Shareholders Acting Without A Meeting - Directors.

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

Section 7. Other Actions Without A Meeting.

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

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

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

          (2) Prompt notice shall be given of the taking of any other corporate
     action approved by Shareholders without a meeting by less than unanimous
     written consent, to each of those Shareholders entitled to vote who have
     not consented in writing.

     Any Shareholder giving a written consent, or the Shareholder's
proxyholders, or a transferee of the shares of a personal representative of the
Shareholder or their respective proxyholders, may revoke the consent by a
writing received by the corporation prior to the time


                                       24



that written consents of the number of shares required to authorize the proposed
action have been filed with the Secretary of the corporation, but may not do so
thereafter. Such revocation is effective upon its receipt by the Secretary.

Section 8. Quorum.

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

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

Section 9. Voting Rights; Cumulative Voting.

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

     Provided the candidate's name has been placed in nomination prior to the
voting and one or more Shareholders has given notice at the meeting prior to the
voting of the Shareholder's intent to cumulate the Shareholder's votes, every
Shareholder entitled to vote at any election for Directors of any corporation
for profit may cumulate his votes and give one candidate a number of votes equal
to the number of Directors to be elected multiplied by the number of votes to
which his shares are entitled, or distribute his votes on the same principle
among as many candidates as he thinks fit.

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

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


                                       25



any share on the books of the company after any record date fixed as aforesaid.
The Board of Directors may close the books of the company against transfers of
shares during the whole or any part of such period.

Section 10. Proxies.

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

Section 11. Organization.

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

Section 12. Inspectors of Election.

     In advance of any meeting of Shareholders the Board of Directors may, if
they so elect, appoint inspectors of election to act at such meeting or any
adjournments thereof. If inspectors of election be not so appointed, the
chairman of any such meeting may, and on the request of any Shareholder or his
proxy shall, make such appointment at the meeting in which case the number of
inspectors shall be either one or three as determined by a majority of the
Shareholders represented at the meeting.

Section 13. Shareholders' Agreements.

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

                                   ARTICLE IV

                       CERTIFICATES AND TRANSFER OF SHARES

Section 1. Certificates for Shares.

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


                                       26



     Every certificate for shares must be signed by the President or a
Vice-President and the Secretary or an Assistant Secretary or must be
authenticated by facsimiles of the signatures of the President and Secretary or
by a facsimile of the signature of its President and the written signature of
its Secretary or an Assistant Secretary. Before it becomes effective every
certificate for shares authenticated by a facsimile of a signature must be
countersigned by a transfer agent or transfer clerk and must be registered by an
incorporated bank or trust company, either domestic or foreign, as registrar of
transfers.

Section 2. Transfer on the Books.

     Upon surrender to the Secretary or transfer agent of the corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.

Section 3. Lost or Destroyed Certificates.

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

Section 4. Transfer Agents and Registrars.

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

Section 5. Closing Stock Transfer Books - Record Date.

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

     If no record date is fixed:

     The record date for determining Shareholders entitled to notice of or to
vote at a meeting of Shareholders shall be at the close of business on the
business day next preceding the day on which notice is given or, if notice is
waived, at the close of business on the business day next preceding the day on
which the meeting is held.

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


                                       27



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

Section 6. Legend Condition.

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

Section 7. Close Corporation Certificates.

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

                                    ARTICLE V

                   CORPORATE RECORDS AND REPORTS -- INSPECTION

Section 1. Records.

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

Section 2. Inspection of Books and Records.

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

Section 3. Certification and Inspection of By-Laws.

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

Section 4. Checks, Drafts, Etc.

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


                                       28



Section 5. Contracts, Etc. - How Executed.

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

                                   ARTICLE VI

                                 ANNUAL REPORTS

Section 1. Due Date, Contents.

     The Board of Directors shall cause an annual report or statement to be sent
to the Shareholders of this corporation not later than 120 days after the close
of the fiscal or calendar year in accordance with the provisions of Secs. 1500 -
1501. Such report shall be sent to Shareholders at least fifteen days prior to
the annual meeting of Shareholders. Such report shall contain a balance sheet as
of the end of the fiscal year, an income statement and a statement of changes in
financial position for such fiscal year, accompanied by any report thereon of an
independent accountant, or if there is no such report, a certificate of the
Chief Financial Officer or President that such statements were prepared without
audit from the books and records of the corporation.

Section 2. Waiver.

     The foregoing requirement of an annual report may be waived by the Board so
long as this corporation shall have less than 100 Shareholders.

                                   ARTICLE VII

                              AMENDMENTS TO BY-LAWS

Section 1. By Shareholders.

     New By-Laws may be adopted or these By-Laws may be repealed or amended at
their annual meeting, or at any other meeting of the Shareholders called for
that purpose, by a vote of Shareholders entitled to exercise a majority of the
voting power of the corporation, or by written assent of such Shareholders.

Section 2. Powers of Directors.

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


                                       29



Section 3. Record of Amendments.

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

                                  ARTICLE VIII

                                  MISCELLANEOUS

Section 1. References to Code Sections.

     "Sec." references herein refer to the equivalent Sections of the General
Corporation Law effective January 1, 1977, as amended.

Section 2. Effect of Shareholders' Agreement.

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

Section 3. Representation of Shares in Other Corporations.

     Except as provided in Sec. 703, shares of other corporations standing in
the name of this corporation may be voted or represented and all incidents
thereto may be exercised on behalf of the corporation by the Chairman of the
Board, the President or any Vice President and the Secretary or an Assistant
Secretary.

Section 4. Subsidiary Corporations.

     Shares of this corporation owned by a subsidiary shall not be entitled to
vote on any matter. A subsidiary for these purposes is defined in Sec. 189 (a)
and (b).

Section 5. Indemnity.

     The corporation may indemnify any Director, Officer, agent or employee as
to those liabilities and on those terms and conditions as are specified in Sec.
317. In any event, the corporation shall have the right to purchase and maintain
insurance on behalf of any such persons whether or not the corporation would
have the power to indemnify such person against the liability insured against.


                                       30



                                   ARTICLE IX

                              ADDITIONAL PROVISIONS

Section 1. Ownership and Transfer of Shares

     The shares of this corporation may be owned only by a medical corporation
or by a licensed physician and surgeon. Where there are two or more shareholders
of the corporation, and one of them dies, or ceases to become an eligible
shareholder, or becomes a disqualified person as defined in Section 13401(d) of
the California Corporations Code for a period exceeding 90 days, the shares of
such person in this corporation shall be sold and transferred to the
corporation, its other shareholders, or other eligible persons, on such terms as
are agreed upon. Such sale or transfer shall not be later than six (6) months
after any such death and not later than ninety (90) days after the date he
ceases to become an eligible shareholder, or ninety (90) days after the date he
becomes a disqualified person. The share certificates of this corporation shall
contain the appropriate legend setting forth the restrictions specified in this
Article.

Section 2. Salaries

     The salaries of the officers and other shareholders employed by this
corporation shall be fixed from time to time by the Board of Directors or
established under agreements with officers or shareholders approved by the Board
of Directors, and no officer shall be prevented from receiving any salary by
reason of the fact that he is also a director of the corporation. The income of
the corporation attributable to its practice of medicine, while a shareholder is
disqualified to hold shares of the corporation, shall not in any manner accrue
to the benefit of such shareholder or his shares except insofar as such
disqualified shareholder has a right to receive payment for his shares in
accordance with an agreement of sale.

Section 3. Additional Restrictions Re Officers

     All officers of this corporation shall be shareholders and shall be
licensed persons as defined in California Corporations Code, Section 13409,
except as provided in Corporations Code, Section 13403. Any officer who shall
become a "disqualified person" as defined in Corporations Code, Section 13401
shall immediately on the effective date of such disqualification, cease to
become an officer hereof.


                                       31



                       CERTIFICATE OF ADOPTION OF BY-LAWS

Adoption by Incorporator(s) or First Director(s).

     The undersigned person(s) appointed in the Articles of Incorporation to act
as the Incorporator(s) or First Director(s) of the above named corporation
hereby adopt the same as the By-Laws of said corporation.

     Executed this 23rd day of January, 1981.


/s/ Angel Iscovich, M.D.
- -------------------------------------
Name  ANGEL ISCOVICH, M.D.

Certificate by Secretary.

     I DO HEREBY CERTIFY AS FOLLOWS:

     That I am the duly elected, qualified and acting Secretary of the above
named corporation; That the foregoing By-Laws were adopted as the By-Laws of
said corporation on the date set forth above by the person(s) appointed in the
Articles of Incorporation to act as the Incorporator(s) or First Director(s) of
said corporation.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate
seal this 23rd day of January, 1981.


/s/ Joe Wilson
- -------------------------------------
Secretary - JOE WILSON

Certificate by Secretary of Adoption by Shareholders' Vote.

     THIS IS TO CERTIFY:

     That I am the duly elected, qualified and acting Secretary of the above
named corporation and that the above and foregoing Code of By-Laws was submitted
to the shareholders at their first meeting held on the date set forth in the
By-Laws and recorded in the minutes thereof, was ratified by the vote of
shareholders entitled to exercise the majority of the voting power of said
corporation.

     IN WITNESS WHEREOF, I have hereunto set my hand this 23rd day of January,
1981.


/s/ Joe Wilson
- -------------------------------------
Secretary - JOE WILSON


                                       32

EX-3.268

                                                                   Exhibit 3.268

                          CERTIFICATE OF INCORPORATION

                                       OF

                SPECTRUM HEALTHCARE ADMINISTRATIVE SERVICES, INC.

      FIRST: The name of the corporation is SPECTRUM HEALTHCARE ADMINISTRATIVE
SERVICES, INC.

      SECOND: The registered office of the corporation is to be located at 1209
Orange Street, in the City of Wilmington, in the County of New Castle, in the
State of Delaware. The name of its registered agent at that address is The
Corporation Trust Company.

      THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of Delaware.

      FOURTH: The corporation shall be authorized to issue 1,000 shares all of
which are to be of one class and with a par value of $1.00 per share.

      FIFTH: The name and mailing address of the incorporator is as follows:



    Name                                      Address
- -----------                      ---------------------------------
                              
Lilly Dorsa                      1101 Market Street
                                 Philadelphia, Pennsylvania 19107


      SIXTH: Elections of directors need not be by written ballot.

      SEVENTH: The original by-laws of the corporation shall be adopted by the
initial incorporator named herein. Thereafter the Board of Directors shall have
the power, in addition to the stockholders, to make, alter, or repeal the bylaws
of the corporation.

      EIGHTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
to be summoned in such manner as the said court directs. If a majority in number
representing threefourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
this corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class



of creditors, and/or on all the stockholders or class of stockholders, of this
corporation, as the case may be, and also on this corporation.

      NINTH: The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders are granted subject to this reservation.

      I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed and that the facts herein stated are true, and
accordingly have hereunto set my hand this 23rd day of May, 1997.

                                         /s/ Lilly Dorsa
                                         ---------------------------------------
                                         Lilly Dorsa
                                         Incorporator

                                       2


             CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
                             AND OF REGISTERED AGENT

It is hereby certified that:

      1. The name of the corporation (hereinafter called the "Corporation")
SPECTRUM HEALTHCARE ADMINISTRATIVE SERVICES, INC.

      2. The registered office of the Corporation within the State of Delaware
is hereby changed to 9 East Loockerman Street, City of Dover 19901, County of
Kent.

      3. The registered agent of the Corporation within the State of Delaware is
hereby changed to National Registered Agents, Inc., the business office of which
is identical with the registered office of the corporation as hereby changed.

      4. The Corporation has authorized the changes hereinbefore set forth by
resolution of its Board of Directors.

Signed on 3/6, 1998.

                               SPECTRUM HEALTHCARE ADMINISTRATIVE SERVICES, INC.

                                      By: /s/ S. Kent Fannon
                                          --------------------------------------
                                              Name: S. Kent Fannon
                                              Title: Senior Vice President

                                       3


                            CERTIFICATE OF AMENDMENT
                       TO THE CERTIFICATE OP INCORPORATION
                                       OF
                SPECTRUM HEALTHCARE ADMINISTRATIVE SERVICES, INC.
                               (the "Corporation")

      Pursuant to the provisions of Section 242 of the Delaware General
Corporation Law, the undersigned Corporation adopts the following Certificate of
Amendment to its Certificate of Incorporation, which amend Article First thereof
so as to change the name of the Corporation.

      Article I. The name of the Corporation is Spectrum Healthcare
Administrative Services, Inc.

      Article II. The following amendment to the Certificate of Incorporation
was adopted in accordance with Section 242 of the Delaware General Corporation
Law on June 22,1998.

            Article First of the Certificate of Incorporation is hereby amended
      to read in its entirety as follows:

      FIRST: The name of the corporation is Healthcare Administrative Services,
Inc.

      Article III. The number of shares of the Corporation outstanding and
entitled to vote at the time of such adoption was one thousand (1,000) shares of
common stock.

      Article IV. The holder of all shares outstanding and entitled to vote has
signed a consent in writing adopting said amendment.

      Article V. The said amendment does not involve any exchange,
reclassification or cancellation of issued shares of the Corporation.

      Article VI. The said amendment does not effect a change in the amount of
stated capital of the Corporation.

      By execution of this Certificate of Amendment, the undersigned does hereby
certify, affirm and acknowledge, under penalties of perjury, that this
instrument is the act and deed of the Corporation, and the statements contained
herein are true.

                              SPECTRUM HEALTHCARE ADMINISTRATIVE
                              SERVICES, INC.

                              By: /s/  Scott W. Roloff
                                  ----------------------------------------------
                              Scott W. Roloff, Senior Vice President & Secretary

                                       4


             CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
                             AND OF REGISTERED AGENT

It is hereby certified that:

      1.    The name of the corporation (hereinafter called the "corporation")
            is HEALTHCARE ADMINISTRATIVE SERVICES, INC.

      2.    The registered office of the corporation within the State of
            Delaware is hereby changed to 2711 Centerville Road, Suite 400, City
            of Wilmington 19808, County of New Castle.

      3.    The registered agent of the corporation within the State of Delaware
            is hereby changed to Corporation Service Company, the business
            office of which is identical with the registered office of the
            corporation as hereby changed.

      4.    The corporation has authorized the changes hereinbefore set forth by
            resolution of its Board of Directors.

Signed on January 29, 2003

"/s/" Robyn E. Bakalar
- --------------------------------------
Robyn E. Bakalar, Assistant Secretary

                                 DE BC D-:COA CERTIFICATE OF CHANGE 09/00 (#163)

                                       5

EX-3.269

                                                                   Exhibit 3.269

                                     BYLAWS

                                       OF

                SPECTRUM HEALTHCARE ADMINISTRATIVE SERVICES, INC.

                                    ARTICLE I

                                     OFFICES

     1.01. The registered agent and office of SPECTRUM HEALTHCARE ADMINISTRATIVE
SERVICES, INC. (the "Corporation") shall be such registered agent and office as
shall from time to time be established pursuant to the articles of
incorporation, as amended from time to time, of the Corporation (the "Charter")
or by resolution of the Board of Directors of the Corporation (the "Board").

     1.02. The Corporation may also have offices at such other places both
within and without the State of Delaware as the Board may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

     2.01. Meetings of Shareholders of the Corporation (the "Shareholders") for
any purpose may be held at such place, within or without the State of Delaware,
as shall be fixed from time to time by the Board, or, if the Board has not so
specified, then at such place as may be fixed by the person or persons calling
the meeting.

     2.02. An annual meeting of the Shareholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.

     2.03. At least ten days before each meeting of Shareholders, a complete
list of the Shareholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Shareholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Shareholder who may be present.



     2.04. Special meetings of the Shareholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote at the meetings. Business
transacted at all special meetings shall be confined to the objects stated in
the notice of the meeting.

     2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Shareholder of record entitled to vote at the meeting.

     2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
Shareholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Shareholders, the Shareholders
entitled to vote thereat, present in person or represented by proxy, shall
nevertheless have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At an adjourned session at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.

     2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Shareholders to leave less than a quorum.

     2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Shareholders, unless otherwise provided by statute or the Charter. At any
meeting of the Shareholders, every Shareholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Shareholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Shareholders present at the meeting.

     2.09. The Board may fix in advance a record date for the purpose of
determining Shareholders entitled to notice of or to vote at a meeting of
Shareholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to


                                       2



such meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.

     2.10. Any action required by statute to be taken at a meeting of the
Shareholders, or any action which may be taken at a meeting of the Shareholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Shareholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Shareholders.

     2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Shareholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

     3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Shareholders.

     3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Shareholders at the
annual meeting or a special meeting called for that purpose, but no decrease
shall have the effect of shortening the term of an incumbent director. Directors
need not be Shareholders or residents of the State of Delaware. The directors
shall be elected at the annual meeting of the Shareholders, except as
hereinafter provided, and each director elected shall hold office until his or
her successor shall be elected and shall qualify.

     3.03. At any meeting of Shareholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Shareholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Shareholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Shareholders.


                                       3



     3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.

     3.05. At each election for directors, every Shareholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Shareholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

                         Executive and Other Committees

     3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.

                              Meetings of Directors

     3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Delaware.

     3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Shareholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

     3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.

     3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.


                                       4



     3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically provided by statute or by the Charter or by these
bylaws. If a quorum shall not be present at any meeting of directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

     3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

     3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                            Compensation of Directors

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

                                   ARTICLE IV

                                     NOTICES

     4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Shareholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Shareholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

     4.02. Whenever any notice is required to be given to any Shareholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver


                                       5



thereof in writing signed by the person or persons entitled to such notice,
whether before or after the time stated in such notice, shall be deemed
equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

     5.02. The Board at its first meeting after each annual meeting of
Shareholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.

     5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

     5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.

     5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.

                              Chairman of the Board

     5.06. The Chairman of the Board shall preside at all meetings of the
shareholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

                             Chief Executive Officer

     5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

                           Vice-Chairman of the Board


                                       6



     5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Shareholders and the Board. He shall be ex-officio a member of all standing
committees.

                                  The President

     5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.

                     The Secretary and Assistant Secretaries

     5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Shareholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Shareholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

     5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  The Treasurer

     5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.

     5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

     5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.


                                       7



     5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.

                                  Other Offices

     5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Shareholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of Delaware. Each certificate shall be signed by either the President
or any Vice President then in office and by either the Secretary, an Assistant
Secretary, or any Treasurer then in office, and may be sealed with the seal of
the Corporation or a facsimile thereof. If any certificate is countersigned by a
transfer agent, or an assistant transfer agent or registered by a registrar,
other than the Corporation or an employee of the Corporation, the signature of
any such officer of the Corporation may be a facsimile. Whenever the Corporation
shall be authorized to issue more than one class of stock, there shall be (1)
set forth conspicuously upon the face or back of each certificate a full
statement of (a) all of the designations, preferences, limitations, and relative
rights of the shares of each class authorized to be issued and (b) if the
Corporation is authorized to issue any preferred or special class in series, the
variations in the relative rights and preferences of the shares of each series
so far as the same have been fixed and determined and the authority of the Board
to fix and determine the relative rights and preferences of subsequent series;
or (2) stated conspicuously on the face or back of the certificate that (a) such
a statement is set forth in the Charter on file in the office of the Secretary
of State of Delaware and (b) the Corporation will furnish a copy of such
statement to the record holder of the certificate without charge upon request to
the Corporation at its principal place of business or registered office.
Whenever the Corporation by the Charter has limited or denied the preemptive
rights of Shareholders to acquire unissued or treasury shares of the
Corporation, each certificate (1) shall conspicuously set forth upon the face or
back of such certificate a full statement of the limitation or denial of
preemptive rights contained in the Charter, or (2) shall conspicuously state on
the face or back of the certificate that (a) such statement is set forth in the
Charter on file in the office of the Secretary of State of Delaware and (b) the
Corporation will furnish a copy of such statement to the record holder of the
certificate without charge upon request to the Corporation at its principal
place of business or registered office. If any restriction on the transfer or
the registration of the transfer of shares shall be imposed or agreed to by the
Corporation, as permitted by law, each certificate representing shares so
restricted (1) shall conspicuously set


                                       8



forth a full or summary statement of the restriction on the face of the
certificate, or (2) shall set forth such statement on the back of the
certificate and conspicuously refer to the same on the face of the certificate,
or (3) shall conspicuously state on the face or back of the certificate that
such a restriction exists pursuant to a specified document and (a) that the
Corporation will furnish to the record holder of the certificate without charge
upon written request to the corporation at its principal place of business or
registered office a copy of the specified document, or (b) if such document is
one required or permitted to be and has been filed under the Delaware
Corporation Act, that such document is on file in the office of the Secretary of
State of Delaware and contains a full statement of such restriction.

                                Lost Certificates

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

                               Transfer of Shares

     6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by Delaware law, it shall be the duty of the Corporation or
the transfer agent of the Corporation to register the transfer as requested.

                             Registered Shareholders

     6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    Dividends

     7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining


                                       9



Shareholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.

                                    Reserves

     7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     Checks

     7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

                       Execution of Contracts, Deeds, Etc.

     7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

                                   Fiscal Year

     7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.

                              Voting of Securities

     7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

                                 Indemnification


                                       10



     7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, arbitral, administrative, or investigative, any appeal in such action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding, because such person is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

          (b) Subject to any limitation which may be contained in the Charter,
the Corporation shall, to the full extent permitted by law, pay or reimburse on
a current basis the expenses incurred by any person described in subsection (a)
of this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief that he has met
the standard of conduct necessary for indemnification and (ii) a written
undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.

          (c) If required by law at the time such payment is made, any payment
of indemnification or advance of expenses to a director shall be reported in
writing to the shareholders with or before the notice or waiver of notice of the
next Shareholder's meeting or with or before the next submission to Shareholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.

          (d) The Corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
Corporation or who is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another foreign or domestic corporation, partnership,
joint venture, sole proprietorship, trust, employee benefit plan, or other
enterprise, against any liability asserted against him and incurred by him in
such a capacity or arising out of his status as such a person, whether or not
the corporation would have the power to indemnify him against that liability
under this article, subject to any restrictions imposed by law. The Corporation
may create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.


                                       11



          (e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Shareholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Shareholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.

                                  ARTICLE VIII

                                   AMENDMENTS

     8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:

          (1) the Charter or statute reserves the power exclusively to the
     Shareholders in whole or part; or

          (2) the Shareholders in amending, repealing or adopting a particular
     bylaw expressly provide that the Board may not amend or repeal such bylaw.

          8.02. Unless the Charter or a bylaw adopted by the Shareholders
provides otherwise as to all or some portion of the Corporation's bylaws, the
Shareholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                       12



                                     BY-LAWS

                                       of

                SPECTRUM HEALTHCARE ADMINISTRATIVE SERVICES, INC.

                     Incorporated under the laws of Delaware

     Section 1. Offices: In addition to its principal or registered office in
this state, the corporation may have offices at such other places within or
without this state as the Board of Directors shall from time to time determine.

     Section 2. Stockholders Meetings: Meetings of the stockholders may be held
at such place or places within or without this state as may be determined by the
Board of Directors, unless otherwise specifically required by law. The annual
meeting of the stockholders for the election of directors shall be held on such
date and at such time as designated by duly adopted resolution of the Board of
Directors or stockholders. Subject to specific requirements of law, special
meetings of the stockholders may be held upon call of the President, any Vice
President, or the Board of Directors. Such call shall state the time, place and
purpose of the meeting. Notice of the time and place of every meeting of
stockholders shall be mailed by the Secretary or the officer performing his
duties, at least ten days before the meeting, to each stockholder of record
having voting power and entitled to such notice at his last known post office
address; provided, however, that if a stockholder be present at a meeting, or in
writing waive notice thereof before or after the meeting, notice of the meeting
to such stockholder shall be unnecessary. The holders of a majority of the
shares of stock having voting power present in person or by proxy shall
constitute a quorum. Each holder of stock shall be entitled at every meeting of
the stockholders to one vote for each share of such stock registered in his name
on the books of the corporation. At all meetings of stockholders, except as
otherwise required by law, by the Certificate of Incorporation, or by other
provisions of these by-laws, all matters shall be decided by the vote of the
holders of a majority of all the stock present or represented at the meeting and
entitled to vote thereat. If required by statute, at least ten days before each
election of directors a complete list of the stockholders entitled to vote at
the election shall be prepared and shall be open at a place within the city
where the election is to be held and shall, during the usual hours of business,
for said ten days, and during the election, be open to the examination of any
stockholder.

     Section 3. Stockholders Consent Action: Any action required or permitted to
be taken by the stockholders at a meeting thereof (including limitation at the
annual meeting) may be taken without a meeting if all the stockholders consent
thereto in writing, and if such written consent action is filed with the minutes
of proceedings of the stockholders. Requirements of law, of the Certificate of
Incorporation, or of these by-laws with respect to notices of meetings, waivers
of such notices, availability of stockholders lists, and similar requirements,
shall be deemed to have been waived by the stockholders with respect to any such
written consent action, as evidenced by execution of same by each such
stockholder.


                                       13



     Section 4. Board of Directors: The affairs of the corporation shall be
managed by a board consisting of one or more directors, who shall be elected
annually by the stockholders entitled to vote and shall hold office until their
successors are elected and qualified. The authorized number of directors shall
be set from time to time by resolution of the Board of Directors. Any director
may be removed by a majority of the directors at any meeting of the Board of
Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability
to act. Vacancies in the Board of Directors and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors remaining in office, even though less than a
quorum, subject to the applicable provisions of laws. Vacancies may also be
filled at any time through election of directors at a special meeting of
stockholders. Meetings of the Board of Directors shall be held at the times
fixed by resolutions of the Board or upon call of the President or any two
directors and may be held outside of this state. The Secretary or officer
performing his duties shall give reasonable notice (which need not in any event
exceed two days) of all meetings of directors, provided that a meeting may be
held without notice immediately after the annual election, and notice need not
be given of regular meetings held at times fixed by resolutions of the Board.
Meetings may be held at any time without notice if all the directors are present
or if those not present waive notice either before or after the meeting. Notice
by mail or telegraph to the usual business or residence address of the directors
not less than the time above specified before the meeting shall be sufficient. A
majority of the directors shall constitute a quorum.

     Section 5. Directors Consent Action: Any action required or permitted to be
taken by the directors at a meeting thereof may be taken without a meeting if
all directors consent thereto in writing, and if such written consent action is
filed with the minutes of proceedings of the directors. Requirements of law, of
the Certificate of Incorporation, of these by-laws with respect to notices of
meetings and waivers thereof shall be deemed to have been complied with upon the
execution of any such written consent action.

     Section 6. Stock: Certificates of stock shall be of such form and device as
the Board of Directors may determine and shall be signed by the President or any
Vice President and the Treasurer or any Assistant Treasurer or the Secretary or
any Assistant Secretary. The stock shall be transferable or assignable only on
the books of the corporation by the holders in person or by attorney on the
surrender of the certificates therefor.

     Section 7. Officers: The Board of Directors shall appoint a President, one
or more Vice Presidents, a Secretary and a Treasurer, and shall from time to
time appoint such other officers as they may deem proper. The term of office of
all officers shall be until their respective successors are chosen and
qualified, but any officer may be removed from office at any time by the Board
of Directors without cause assigned. The officers shall have such duties as
usually pertain to their offices except as modified by the Board of Directors,
and shall also have such powers and duties as may from time to time be conferred
upon them by the Board of Directors.

     Section 8. Fiscal Year: The fiscal year of the corporation shall end on the
Friday nearest September 30.


                                       14



     Section 9. Corporate Seal: The corporate seal of the corporation shall be
in such form as the Board of Directors shall prescribe.

     Section 10. Amendments: Except as otherwise provided by law either the
Board of Directors or the stockholders may alter or amend these by-laws at any
meeting duly held as above provided.


                                       15

EX-3.270

                                                                   Exhibit 3.270

                       RESTATED ARTICLES OF INCORPORATION

     GARY TOWLE, M.D. and DANIEL ROSEN, M.D. hereby certify that:

     1. They are the President and the Secretary, respectively, of HELIX
PHYSICIANS MEDICAL GROUP, INC., a California corporation formed on March 23,
1994, California corporation number 1884412.

     2. The Articles of Incorporation of this corporation are hereby amended and
restated to read as follows:

                                       "I.

     The name of this corporation is: HELIX PHYSICIANS MANAGEMENT, INC.

                                       II.

     The purpose of this corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.

                                      III.

     This corporation is authorized to issue only one class of shares of stock;
and the total number of shares which this corporation is authorized to issue is
One Hundred Thousand (100,000).

                                       IV.

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

     Any repeal or modification of the provisions of this Article IV shall not
adversely affect any rights or protections to which the corporation's directors
were entitled prior to such repeal or modification.

                                       V.

     This corporation is authorized to provide indemnification of agents (as
defined in Section 317 of the California Corporations Code) for breach of duty
to this corporation and its stockholders through bylaw provisions or through
agreements with the agents, or both, in excess of the indemnification otherwise
permitted by Section 317 of the California Corporations Code,



subject to the limits on such excess indemnification set forth in Section 204 of
the California Corporations Code.

     Any repeal or modification of this Article V shall not adversely affect any
rights or protections to which the corporation's agents were entitled prior to
such repeal or modification."

     3. The foregoing amendment and restatement of the Articles of Incorporation
has been duly approved by the Board of Directors of the corporation.

     4. The foregoing amendment and restatement of the Articles of Incorporation
has been duly approved by the required vote of the shareholders, in accordance
with Section 902 of the California Corporations Code. The total number of
outstanding shares of each class of the corporation entitled to vote on the
foregoing amendment is Six Hundred Eighty-two (682), consisting of Five Hundred
Two (502) Series A Common shares and One Hundred Eighty (180) Series B Common
shares. The total number of shares of each class voting in favor of the
amendment equaled or exceeded the vote required, which percentage vote required
was more than fifty percent (50%).

     Each of the undersigned declares under penalty of perjury under the laws of
the State of California that the matters set forth in the foregoing certificate
are true and correct of his own knowledge.

DATED: 1/3/00


                                        /s/ Gary Towle
                                        ----------------------------------------
                                        GARY TOWLE, M.D.
                                        President


                                        /s/ Daniel Rosen
                                        ----------------------------------------
                                        DANIEL ROSEN, M.D.
                                        Secretary


                                        2

EX-3.271

                                                                   Exhibit 3.271

                           AMENDED AND RESTATED BYLAWS

                                       OF

                        HELIX PHYSICIANS MANAGEMENT, INC.
                           (A California Corporation)

                                    ARTICLE I

                                     OFFICES

     Section 1. Principal Executive Offices. The principal executive office of
the corporation shall be as designated from time to time by the Board of
Directors of the corporation. The Board of Directors is hereby granted full
power and authority to change said principal executive office from one location
to another, within or without the State of California.

     Section 2. Other Offices. Other business offices may from time to time be
established by the Board of Directors at any place or places where the
corporation is qualified to do business.

     Section 3. Purposes and Powers. The corporation shall have such purposes as
are now or may hereafter be set forth in the Articles of Incorporation and shall
have and exercise such powers in furtherance of its purposes as are now or may
hereafter be set forth in the Articles of Incorporation.

                                   ARTICLE II

                             SHAREHOLDERS' MEETINGS

     Section 1. Time. An annual meeting of shareholders shall be held for the
election of directors on a date and at a time stated in or fixed in accordance
with the Bylaws and any other proper business may be transacted thereat. Any
special meeting shall be held on the date and at the time as the Board of
Directors shall from time to time fix.

     Date of Meeting: November 15
     Time of Meeting: 10:00 a.m.

     Under no circumstances shall an annual meeting be held more than 60 days
after the date designated therefor or, if no date has been designated, for a
period of fifteen (15) months after



the organization of the corporation or after its last annual meeting.

     Section 2. Place. Annual meetings of shareholders and any special meetings
shall be held at such place within or without this state as may be stated in or
fixed in accordance with the Bylaws or as the Board of Directors may from time
to time fix. If no other place is stated or so fixed, shareholder meetings shall
be held at the principal executive office of the corporation.

     Section 3. Call. Annual meetings may be called by the Board, the President,
the Secretary, or by any officer instructed by the Board to call the meeting.

     Section 3.1. Special meetings may be called in like manner or by the
holders of shares entitled to cast not less than ten percent (10%) of the votes
at the meeting or by such other persons as may be provided in the Articles or
Bylaws.

     Section 4. Notice. Whenever shareholders are required or permitted to take
any action at a meeting, a written notice of the meeting shall be given not less
than ten (10) nor more than sixty (60) days before the date of the meeting to
each shareholder entitled to vote thereat. Such notice shall state the place,
date, and hour of the meeting, and (1) in the case of a special meeting, the
general nature of the business to be transacted, and no other business may be
transacted, or (2) in the case of the annual meeting, those matters which the
Board, at the time of the mailing of the notice, intends to present for action
by the shareholders, but subject to the provisions of the General Corporation
Law. The notice of any meeting at which directors are to be elected shall
include the names of nominees intended at the time of the notice to be presented
by management for election.

     Section 4.1. Notice of a shareholders' meeting or any report shall be given
either personally or by mail or other means of written communication, addressed
to the shareholder at the address of such shareholder appearing on the books of
the corporation or given by the shareholder to the corporation for the purpose
of notice; or if no such address appears or is given, at the place where the
principal executive office of the corporation is located or by publication at
least once in a newspaper of general circulation in the county in which the
principal executive office is located. The notice or report shall be deemed to
have been given at the time when delivered personally or deposited in the mail
or sent by other means of written communication. An affidavit of mailing of any
notice or report in accordance with the provisions of this subsection, executed
by the Secretary, Assistant Secretary, or any transfer agent, shall constitute
sufficient proof of the giving of the notice or report.

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


                                       2



     Section 4.2. Upon request in writing to the President, Vice President, or
Secretary by any person (other than the Board) entitled to call a special
meeting of shareholders, the officer forthwith shall cause notice to be given to
the shareholders entitled to vote that a meeting will be held at a time
requested by the person or persons calling the meeting, not less than 35 nor
more than 60 days after receipt of the request. If the notice is not given
within 20 days after receipt of the request, the persons entitled to call the
meeting may give the notice.

     Section 4.3. When a shareholders' meeting is adjourned to another time or
place, notice need not be given of the adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken. At the
adjourned meeting, the corporation may transact any business which might have
been transacted at the original meeting. If the adjournment is for more than 45
days or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each shareholder of
record entitled to vote at the meeting as provided in the bylaws or as the
General Corporation Law may require.

     Section 4.4. The notice of any annual or special meeting shall also
include, or be accompanied by, any additional statements, information, or
documents prescribed by the General Corporation Law.

     Section 5. Consent. The transactions of any meeting of shareholders,
however called and noticed, and wherever held, are as valid as though had at a
meeting duly held after regular call and notice, if a quorum is present either
in person or by proxy, and if, either before or after the meeting, each of the
persons entitled to vote, not present in person or by proxy, signs a written
waiver of notice of a consent to the holding of the meeting or an approval of
the minutes thereof.

     Section 5.1. All such waivers, consents, and approvals shall be filed with
the corporate records or made a part of the minutes of the meeting.

     Section 5.2. Attendance of a person at a meeting constitutes a waiver of
notice of such meeting, except when the person objects, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened and except that attendance at a meeting shall not constitute
a waiver of any right to object to the consideration of matters required by the
General Corporation Law to be included in the notice if such objection is
expressly made at the meeting.

     Section 5.3. Except as otherwise provided in subdivision (f) of Section 601
of the General Corporation Law, neither the business to be transacted at nor the
purpose of any regular or special meeting need be specified in any written
waiver of notice.

     Section 6. Conduct of Meeting. Meetings of the shareholders shall be
presided over by one of the following officers in the following order of
seniority and if present and acting--the President, a Vice President, or, if
none of the foregoing is in office and present, and acting, by a chairman to be
chosen by a majority of the shares represented at the meeting and entitled to
vote.


                                       3



     Section 6.1. The Secretary of the corporation, or in his absence, an
assistant secretary, shall act as secretary of every meeting, but, if neither
the Secretary nor an assistant secretary is present, the chairman of the meeting
shall appoint a secretary of the meeting.

     Section 7. Proxy Representation. Every person entitled to vote shares may
authorize another person or persons to act by proxy with respect to such shares
either at a meeting or by written action. No proxy shall be valid after the
expiration of eleven months from the date of its execution unless otherwise
provided in the proxy. Every proxy shall continue in full force and effect until
revoked by the person executing it prior to the vote or written action pursuant
thereto, except as otherwise provided in this section or by the General
Corporation law.

     Section 7.1. As used herein, a "proxy" shall be deemed to mean a written
authorization signed by a shareholder or a shareholder's attorney in fact giving
another person or persons power to vote or consent in writing with respect to
the shares of such shareholder, and "Signed" as used herein shall be deemed to
mean the placing of such shareholder's name on the proxy (whether by manual
signature, typewriting, telegraphic transmission or otherwise) by such
shareholder or shareholder's attorney in fact.

     Section 7.2. Where applicable, the form of any proxy shall comply with the
provisions of Section 604 of the General Corporation Law.

     Section 8. Inspectors - Appointment. In advance of any meeting of
shareholders, the Board of Directors may appoint inspectors of election to act
at the meeting and any adjournment thereof. If inspectors of election are not so
appointed, or, if any persons so appointed fail to appear or refuse to act, the
chairman of any meeting of shareholders may, and on the request of any
shareholder or a shareholder's proxy shall, appoint inspectors of election (or
persons to replace any of those who so fail or refuse) at the meeting. The
number of inspectors shall be either one or three. If appointed at a meeting on
the request of one or more shareholders or proxies, the majority of shares
represented shall determine whether one or three inspectors are to be appointed.

     Section 8.1. The inspectors of election shall determine the number of
shares outstanding and the voting power of each, the shares represented at the
meeting, the existence of a quorum, the authenticity, validity, and effect of
proxies, receive votes, ballots, if any, or consents, hear and determine all
challenges and questions in any way arising in connection with the right to
vote, count and tabulate all votes or consents, determine when the polls shall
close, determine the result, and do such acts as may be proper to conduct the
election or vote with fairness to all shareholders.

     Section 8.2. If there are three inspectors of election, the decision, act,
or certificate of a majority shall be effective in all respects as the decision,
act, or certificate of all.

     Section 9. Subsidiary Corporations. Shares of this corporation owned by a
subsidiary shall not be entitled to vote on any matter. For purposes of this
section, a "subsidiary" of this corporation means a corporation of whose shares
those possessing more than fifty percent


                                       4



(50%) of the total combined voting power of all classes of shares entitled to
vote are owned directly or indirectly through one or more subsidiaries by this
corporation.

     Section 10. Quorum; Vote; Written Consent.

     A. A majority of the shares entitled to vote, represented in person or by
proxy, shall constitute a quorum for the transaction of business at a meeting of
shareholders.

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

     C. In the absence of a quorum, any meeting of shareholders may be adjourned
from time to time by the vote of a majority of the shares represented thereat
either in person or by proxy, but no other business may be transacted except as
hereinbefore provided.

     Section 10.1. Unless a record date for voting purposes be fixed, as
provided in Section 4 of Article V of these Bylaws, then, subject to the
provisions of Chapter 7 of the General Corporation Law of California (relating
to voting of shares), only persons in whose names shares entitled to vote stand
on the stock records of the corporation at the close of business on the business
day next preceding the date on which notice of the meeting is given or, if
notice is waived, at the close of business on the business day next preceding
the day on which the meeting is held, shall be entitled to vote at such meeting,
and such day shall be the record date for such meeting.

     Section 10.2. In the election of directors, a plurality of the votes cast
shall elect. No shareholder shall be entitled to cumulate votes for any one or
more candidates at a meeting for the election of directors unless such candidate
or candidates' names have been placed in nomination prior to the voting and the
shareholder has given notice at the meeting prior to the voting of the
shareholder's intention to cumulate the shareholder's votes. If any one
shareholder has given such notice, all shareholders may cumulate their votes for
such candidates in nomination.

     Section 10.3. Except as otherwise provided by the General Corporation Law,
the Articles of Incorporation or these Bylaws, any action required or permitted
to be taken at a meeting at which a quorum is present shall be authorized by the
affirmative vote of a majority of the shares represented at the meeting and
entitled to vote, and shall thereby constitute an act of the shareholders.

     Section 10.4. Except in the election of directors by written consent in
lieu of a meeting, and except as may otherwise be provided by the General
Corporation Law, the Articles of Incorporation or these Bylaws, any action which
may be taken at any annual or special meeting of shareholders may be taken
without a meeting and without prior notice, if a consent in writing, setting
forth the action so taken, shall be signed by holders of outstanding shares
having not less


                                       5



than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted.

     A. Directors may not be elected by written consent except by unanimous
written consent of all shares entitled to vote for the election of directors.

     B. Notice of any shareholder approval pursuant to Section 310, 317, 1201 or
2007 without a meeting by less than unanimous written consent shall be given at
least ten (10) days before the consummation of the action authorized by such
approval, and prompt notice shall be given of the taking of any other corporate
action approved by shareholders without a meeting by less than unanimous written
consent to those shareholders entitled to vote who have not consented in
writing.

     Section 11. Ballot. Elections of directors at a meeting need not be by
ballot unless a shareholder demands election by ballot at the election and
before the voting begins. In all other matters, voting need not be by ballot.

     Section 12. Shareholders' Agreements. Notwithstanding the above provisions,
in the event this corporation elects to become a "close corporation," an
agreement between two or more shareholders thereof, if in writing and signed by
the parties thereto, may provide that in exercising any voting rights the shares
held by them shall be voted as provided by the agreement, or as the parties may
agree or as determined in accordance with a procedure agreed upon by them, or as
otherwise provided in Section 706, or may modify the above provisions as to
shareholders' meetings and actions.

                                   ARTICLE III

                               BOARD OF DIRECTORS

     Section 1. Functions. The business and affairs of the corporation shall be
managed and all corporate powers shall be exercised by or under the direction of
its Board of Directors. The Board of Directors may delegate the management of
the day-to-day operation of the business of the corporation to a management
company or other person, provided that the business and affairs of the
corporation shall be managed and all corporate powers shall be exercised under
the ultimate direction of the Board of Directors.

     A. The Board of Directors shall have authority to fix the compensation of
directors for services in any lawful capacity.

     Section 1.1. Each director shall exercise such powers and otherwise perform
the duties of a director in good faith, in the manner such director believes to
be in the best interests of the corporation, and with such care, including
reasonable inquiry, using ordinary prudence, as an ordinarily prudent person in
a like position would use under similar circumstances.

     Section 2. Exception for Close Corporation. In the event that this
corporation shall elect to become a close corporation, as defined in Section
158, its shareholders may enter into a


                                       6



Shareholders' Agreement as defined and provided in Sections 186 and 300(b).
Notwithstanding the provisions of Section 1 of this Article, said agreement may
provide for the exercise of corporate powers and the management of the business
and affairs of this corporation by the shareholders, provided however such
agreement shall, to the extent and so long as the discretion or the powers of
the Board in its management of corporate affairs is controlled by such
agreement, impose upon each shareholder who is a party thereof, liability for
managerial acts performed or omitted by such person pursuant thereto that is
otherwise imposed by Section 300 upon Directors, and the directors shall be
relieved to that extent from such liability.

     Section 3. Qualifications and Number. A director need not be a shareholder
of the corporation, a citizen of the United States, or a resident of the State
of California.

     Section 3.1. The authorized number of directors constituting the Board of
Directors until further changed shall be three (3); provided, however, that
whenever the corporation shall have only two shareholders, the number of
directors may be at least two, and whenever the corporation shall have only one
shareholder, the number of directors may be at least one. Subject to the
foregoing provisions, the number of directors may be changed from time to time
by an amendment of these Bylaws adopted by approval of the outstanding shares.
Any such amendment reducing the number of directors to fewer than five cannot be
adopted if the votes cast against its adoption at a meeting or the shares not
consenting in writing in the case of action by written consent are equal to more
than sixteen and two-thirds percent of the outstanding shares or as provided by
Section 212(a). No decrease in the authorized number of directors shall have the
effect of shortening the term of any incumbent director.

     Section 4. Election and Term. The initial Board of Directors shall consist
of the persons designated in the Articles as such or elected by the
incorporators, all of whom shall hold office until the first annual meeting of
shareholders or until the expiration of the term for which elected and until
their successors have been elected and qualified, or until their earlier
resignation or removal from office. Thereafter, at each annual meeting of
shareholders, directors shall be elected to hold office until the next annual
meeting. Each director, including directors who are elected to fill any
vacancies, shall hold office until the next annual meeting of shareholders and
until their successors have been elected and qualified, or until their earlier
resignation, removal from office, or death.

     Section 4.1. An ex officio director serves on the Board by virtue of his
official position. He shall remain an ex officio director until he shall no
longer hold a designated position which is the basis for ex officio membership.

     Section 4.2. If in the interim between annual meetings of shareholders or
of special meetings of shareholders called for the election of directors any
vacancies occur in the Board of Directors, including vacancies resulting from an
increase in the authorized number of directors which have not been filled by the
shareholders, including any other vacancies which the General Corporation Law
authorizes directors to fill, and including vacancies resulting from the removal
of directors which are not filled at the meeting of shareholders at which any
such removal has been effected, if the Articles of Incorporation or a Bylaw
adopted by the shareholders so


                                       7



provides, they may be filled by the vote of a majority of the directors then in
office or by a sole remaining director, although less than a quorum exists.

     Section 4.3. Any director may resign effective upon giving notice to the
Chairman of the Board, if any, the President, the Secretary, or the Board of
Directors, unless the notice specifies a later time for the effectiveness of
such resignation. If the resignation is effective at a future time, a successor
may be elected to the office when the resignation becomes effective.

     Section 4.4. The shareholders may elect a director at any time to fill any
vacancy which the directors are entitled to fill, but which they have not
filled. Any such election by written consent shall require the consent of a
majority of the shares.

     Section 5. Meetings.

     Section 5.1 Time. Meetings shall be held at such time as provided in the
Articles or as herein set forth in the Bylaws or as the Board shall fix by
resolution, except that the first meeting of a newly elected Board shall be held
as soon after its election as the directors may conveniently assemble. In the
event the newly elected Board meets immediately following the annual meeting of
shareholders wherein they were elected, then, for such meetings and
notwithstanding any other provision of this section, call and notice are hereby
waived and dispensed with.

     Section 5.1.1. An annual meeting of the Board of Directors shall be held
immediately following the annual meeting of shareholders or such meetings may be
held at such time and place as may be designated by the Chairman of the Board,
if any, or the President in an appropriate notice of the meeting or as may be
fixed by these Bylaws or by resolution of the Board of Directors, for the
purpose of election of successor directors, election of officers, and the
transaction of any other proper business.

     Section 5.1.2. The Board of Directors shall meet regularly at such times as
may be determined by the Board to be necessary to manage the business and
affairs of the corporation, which shall be not less than annually. The time and
place of such meeting shall be fixed as according to this section.

     Section 5.2. Place. Meetings of the Board of Directors may be held at any
place within or without the State of California which has been designated in the
notice of the meeting or, if not stated in said notice or if there is no notice
given, at the place designated in these Bylaws or by resolution of the Board of
Directors. In the absence of such designation, meetings shall be held at the
principal executive office of the corporation.

     Section 5.3. Special Meetings. Meetings of the Board of Directors may be
called at any time by the Chairman of the Board, if any, the President, or any
Vice President, or the Secretary, or any two directors.

     Section 5.4. Notice and Waiver Thereof. No notice shall be required for
regular meetings for which the time and place have been fixed by these Bylaws or
by resolution of the


                                       8



Board of Directors. Special meetings shall be held upon at least four days'
notice by mail or upon at least forty-eight hours' notice delivered personally
or by telephone or telegraph.

     A. Notice of a meeting need not be given to any director who signs a waiver
of notice, whether before or after the meeting, or who attends the meeting
without protesting, prior thereto or at its commencement, the lack of notice to
such director.

     B. A notice or waiver of notice need not specify the purpose of any regular
or special meeting of the Board of Directors.

     Section 6. Sole Director Provided by Articles of Incorporation. In the
event only one director is required by the Bylaws or Articles of Incorporation,
pursuant to Section 212(a), then any reference herein to notices, waivers,
consents, meetings, or other actions by a majority or quorum of the directors
shall be deemed to refer to such notice, waiver, etc., by such sole director,
who shall have all rights and duties and shall be entitled to exercise all of
the powers and shall assume all the responsibilities otherwise herein described
as given to a Board of Directors.

     Section 7. Quorum and Action. A majority of the authorized number of
directors shall constitute a quorum of the Board for the transaction of business
except when a vacancy or vacancies prevents such majority, whereupon a majority
of the directors in office shall constitute a quorum unless otherwise prohibited
by the General Corporation Law and, provided such majority shall constitute at
least either one-third of the authorized number of directors or at least two
directors, whichever is larger, unless the authorized number of directors is,
only one.

     Section 7.1. A majority of the directors present, whether or not a quorum
is present, may adjourn any meeting to another time and place. If the meeting is
adjourned for more than twenty-four (24) hours, notice of any adjournment to
another time or place shall be given prior to the time of the adjourned meeting
to the directors, if any, who were not present at the time of adjournment.

     Section 7.2. Except as the Articles of Incorporation, these Bylaws and the
General Corporation Law may otherwise provide, the act or decision done or made
by a majority of the directors present at a meeting duly held at which a quorum
is present is the act of the Board of Directors.

     Section 7.3. Members of the Board of Directors may participate in a meeting
through use of conference telephone or similar communications equipment, so long
as all members participating in such meeting can hear one another, and
participation by such use shall be deemed to constitute presence in person at
any such meeting.

     Section 7.4. A meeting at which a quorum is initially present may continue
to transact business notwithstanding the withdrawal of directors, if any action
is approved by at least a majority of the required quorum for such meeting.


                                       9



     Section 8. Chairman of the Meeting. The chairman of any meeting of the
Board of Directors shall be the Chairman of the Board, if any and if present and
acting, or the President, in the absence of the Chairman of the Board and if
present and acting, or any director chosen by the Board or provided in the
Bylaws, and who shall preside at all such meetings.

     Section 9. Removal of Directors. Any or all of the directors may be removed
without cause if such removal is approved by the affirmative vote of a majority
of the outstanding shares entitled to vote; provided, however, that unless the
entire Board is removed, an individual director shall not be removed when the
votes cast against such removal, or not consenting in writing to such removal,
would be sufficient to elect such director if voted cumulatively at an election
of directors at which the same total number of votes were cast or, if such
action is taken by written consent (in lieu of the meeting), all such shares
entitled to vote were voted, and the entire number of directors authorized at
the time of the director's most recent election were then being elected.

     A. If it is deemed to be in the best interest of the corporation, the
director or directors subject to removal shall be notified of such a meeting
held for this purpose, and such notice must be mailed not less than one week
prior to the meeting, to the last known address of the director, stating that
the question of removal will be brought before such noticed meeting.

     Section 9.1. If any or all directors are so removed, new directors may be
elected at the same meeting or by such written consent of the shareholders as
provided by Section 305(b), or such vacancies on the Board may be filled by a
majority of the directors then in office, whether or not less than a quorum, or
by a sole remaining director.

     Section 9.2. The Board of Directors may declare vacant the office of any
director who has been declared of unsound mind by an order of court or convicted
of a felony.

     Section 10. Committees. The Board of Directors may, by resolution adopted
by a majority of the authorized number of directors, designate one or more
committees, each consisting of two or more directors to serve at the pleasure of
the Board of Directors. The Board of Directors may designate one or more
directors as alternate members of any such committee, who may replace any absent
member at any meeting of such committee. Any such committee, to the extent
provided in the resolution of the Board of Directors or as set forth in these
Bylaws, shall have all the authority of the Board of Directors except such
authority as the General Corporation Law may specifically exclude as a proper
delegation of authority.

     Section 11. Informal Action. The transactions of any meeting of the Board
of Directors, however called and noticed or wherever held, shall be as valid as
though had at a meeting duly held after regular call and notice if a quorum is
present and if, either before or after the meeting, each of the directors not
present signs a written waiver of notice, a consent to holding the meeting or an
approval of the minutes thereof all such waivers, consents, and/or approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting.

     Section 12. Written Action. Any action required or permitted to be taken by
the Board of Directors may be taken without a meeting, if all of the members of
the Board of Directors


                                       10



shall individually or collectively consent in writing to such action. Such
written consent or consents shall be filed with the minutes of the proceedings
of the Board. Such action by written consent shall have the same force and
effect as a unanimous vote of such directors.

     Section 13. Indemnification of Directors, Officers, Employees and Agents.

     Section 13.1. The following definitions apply for purposes of this Section
13:

          (a) "Agent" means any person who:

          (1) is or was the corporation's director, officer, employee or other
     agent;

          (2) is or was serving at the corporation's request as a director,
     officer, employee or agent of another foreign or domestic corporation,
     partnership, joint venture, trust or other enterprise; or

          (3) was a director, officer, employee or agent of a foreign or
     domestic corporation which was a predecessor corporation of the corporation
     or another enterprise at the predecessor corporation's request.

          (b) "Proceeding" means any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative.

          (c) "Expenses" include, without limit, attorneys' fees and expenses of
establishing an indemnification right under Section 13.2 or Section 13.3 of this
Section.

     Section 13.2. This corporation shall indemnify any person who was or is a
party or is threatened to be made a party to a Proceeding because the person is
or was an Agent. This indemnification does not apply to an action by or in the
right of this corporation to procure a judgment in its favor. The corporation
shall indemnify an Agent against Expenses, judgments, fines, settlements and
other amounts actually and reasonably incurred in connection with a Proceeding,
if the Agent acted in good faith and in a manner he, she or it reasonably
believed to be in the corporation's best interests. In the case of a criminal
Proceeding, the Agent must have had no reasonable cause to believe his, her or
its conduct was unlawful. Any Proceeding's termination by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent shall
not alone create a presumption the Agent did not act in good faith and in a
manner which he, she or it reasonably believed to be in the corporation's best
interests, or the Agent had reasonable cause to believe his, her or its conduct
was unlawful.

     Section 13.3. This corporation shall indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending or
completed action by or in the right of this corporation to procure a judgment in
its favor because the person is or was an Agent. This indemnification applies to
Expenses actually and reasonably incurred by the person relating to the action's
defense or settlement. This indemnification shall be made only if the person
acted in good faith, and in a manner he, she or it believed to be in the
corporation's and its shareholders' best interests. No indemnification shall be
made regarding:


                                       11



          (a) Any claim, issue or matter as to which the person has been judged
liable to this corporation in performing the person's duty to this corporation
and its shareholders, unless and only to the extent the court, upon application,
determines the person is fairly and reasonably entitled to indemnity;

          (b) Amounts paid in settling or otherwise disposing of a pending
action without court approval; or

          (c) Expenses incurred in defending a pending action settled or
otherwise disposed of without court approval.

     Section 13.4. To the extent an Agent has been successful on the merits in
defending a Proceeding referred to in Section 13.2 or Section 13.3 or a related
claim, issue or matter, the Agent shall be indemnified against related Expenses
actually and reasonably incurred by the Agent.

     Section 13.5. Except as provided in Section 13.4, the corporation shall
indemnify agents under this Section only upon a determination indemnification is
proper because the Agent met the applicable conduct standard in Section 13.2 or
Section 13.3, and only if authorized by any of the following:

          (a) A majority vote of a quorum of the Board of Directors, consisting
of directors not parties to the Proceeding;

          (b) If that quorum of directors is unobtainable, by written opinion of
independent legal counsel;

          (c) Approval of the shareholders (as provided by California
Corporations Code Section 153), with any shares owned by the person to be
indemnified not entitled to vote;

          (d) The court, upon application by this corporation, the Agent, or the
attorney or other person rendering services in connection with the defense,
whether or not the application is opposed by this corporation.

     Section 13.6. The corporation may advance Expenses incurred in defending
any Proceeding before its final disposition upon receipt of a promise by or on
behalf of the Agent to repay the amount if it is ultimately determined the Agent
is not entitled to indemnification.

     Section 13.7. The indemnification provided to Agents in this Section 13
shall not exclude other rights to which Agents may be entitled under any bylaw,
agreement, shareholders' vote, disinterested directors' vote or otherwise, both
as to action in an official capacity and as to action in another capacity while
holding office, to the extent the additional indemnification rights are
authorized in this corporation's Articles of Incorporation. These indemnity
rights shall continue as to a person who ceased to be an Agent and inure to the
benefit of the person's heirs, executors, and administrators. This Section 13
shall not affect any indemnification rights to which an Agent may be entitled
under any contract or otherwise.


                                       12



     Section 13.8. No indemnification or advance shall be made under this
Section except as provided in Section 13.4 or Section 13.5(c) where such
indemnification or advance would be inconsistent with:

          (a) The corporation's Articles of Incorporation, Bylaws, a resolution
of its shareholders, or an agreement effective as of the accrual of the alleged
cause of action asserted in the Proceeding in which Expenses were incurred or
other amounts were paid which prohibits or otherwise limits indemnification; or

          (b) Any condition expressly imposed by a court in approving a
settlement.

     Section 13.9. This corporation may purchase and maintain insurance on
behalf of any Agent against any liability asserted against or incurred by the
Agent in that capacity or arising out of his, her or its being an Agent.
Insurance may be purchased whether or not this corporation has the power to
indemnify the Agent under this Section 13. This corporation's ownership of all
or a portion of the shares of any company issuing an insurance policy shall not
render this Section inapplicable if either of the following is met:

          (a) If authorized in the corporation's Articles of Incorporation, any
policy issued is limited to the extent provided by California Corporations Code
Section 204(d); or

          (b) (1) The issuing company is organized, licensed, and operated in
compliance with the insurance laws and regulations applicable to its
jurisdiction of organization,

          (2) The issuing company's procedures for processing claims do not
     permit it to be subject to the direct control of the corporation buying the
     policy, and

          (3) The policy provides for risk sharing between the issuer and
     purchaser, on the one hand and some unaffiliated person(s), on the other.
     This may be done by providing for more than one unaffiliated owner of the
     issuing company, or a portion of the coverage furnished will be obtained
     from some unaffiliated insurer or re-insurer.

     Section 13.10. This Section 13.10 does not apply to any Proceeding against
any trustee, investment manager or other employee benefit plan fiduciary in the
person's capacity as such, even though the person may also be an Agent. This
corporation may indemnify a trustee, investment manager or other fiduciary as
permitted by California Corporations Code Section 207(f).

     Section 13.11. If not otherwise authorized by these Bylaws, this
corporation may also, if authorized by its Board of Directors, indemnify and
advance Expenses to an Agent to the fullest extent of this Section 13.

     Section 13.12. The Board of Directors may authorize the corporation to
enter into agreements with its Agents providing for indemnification to the
maximum extent permitted under applicable law and the corporation's Articles of
Incorporation and Bylaws.


                                       13



     Section 13.13. (a) This subsection applies if (i) an indemnity claim
arising out of this Section 13 is not paid in full by the corporation within
sixty (60) days after a written claim has been received by the corporation; or
(ii) a claim for an Expense advance arising out of this Section 13 is not paid
in full by the corporation within twenty (20) days after a written claim has
been received by the corporation. In the event of (i) or (ii) above, the Agent
may sue the corporation to recover the claim's unpaid amount, including
interest.

          (b) This paragraph applies if the Agent is wholly or partly successful
in the suit or in a suit brought by the corporation to recover an Expense
advance pursuant to an under-taking. If the Agent is wholly or partly
successful, the Agent may be paid the expense of prosecuting or defending the
suit.

          (c) It is a defense in any suit by the Agent to enforce
indemnification, but not in a suit brought by the Agent to enforce an Expense
advance, that the Agent has not met any applicable California Corporations Code
conduct standard.

          (d) In any suit by the corporation to recover an Expense advance, the
corporation may recover the Expenses upon a final adjudication the Agent has not
met any applicable California Corporations Code conduct standard.

          (e) Neither of the following shall be a defense to the suit or create
a presumption the Agent has not met the applicable conduct standard:

          (1) the failure of the corporation (including its Board of Directors,
     independent legal counsel, or shareholders) to determine prior to a suit's
     beginning that indemnification of the Agent is proper because the Agent has
     met any applicable California Corporations Code conduct standard; nor

          (2) an actual determination by the person(s) that the Agent has not
     met the applicable conduct standard. In any suit brought by the agent to
     enforce a right under this Section 13.13 or by the corporation to recover
     an Expense advance, the corporation has the burden of proving the Agent is
     not entitled to indemnification or an Expense advance.

     Section 14. Fees and Compensation. Directors and members of committees
shall not receive any salary for their services as directors or members,
however, upon resolution of the Board, a fixed fee, with or without expenses of
attendance, may be allowed for attendance at each meeting.

     Section 14.1. Nothing herein contained shall be construed to preclude any
director or committee member from serving the corporation in any other capacity
and receiving compensation therefor.

     Section 15. Transactions Between Corporation and Directors. No contract or
other transaction between the corporation and one or more of its directors, or
between the corporation and any corporation, firm or association in which one or
more of the Directors has a material financial interest, is either void or
voidable because such Director or Directors or such other


                                       14



corporation, firm or association are parties or because such Director or
Directors are present at the meeting of the Board or a committee thereof which
authorizes approves or ratifies the contract or transaction, if done so
according to the provisions set forth in Section 310 and the General Corporation
Law.

                                   ARTICLE IV

                                    OFFICERS

     Section 1. Officers. The officers of the corporation shall be a Chairman of
the Board or a President or both, a Secretary, a Chief Financial Officer, and
such other officers with such titles and duties as shall be stated in the Bylaws
or determined by the Board of Directors and as may be necessary to enable it to
sign instruments and share certificates. Any number of offices may be held by
the same person.

     Section 2. Election. The officers of the corporation, except such officers
as may be appointed in accordance with the provisions of Section 3 or Section 5
of this Article, shall be chosen annually by the Board of Directors and each
shall hold his/her office until he/she shall resign or shall be removed or
otherwise disqualified to serve, or until his/her successor shall be elected and
qualified.

     Section 3. Subordinate Officers, Etc. The Board of Directors may appoint
such other officers as the business of the corporation may require, each of whom
shall hold office for such period, have such authority and perform such duties
as are provided in these Bylaws or as the Board of Directors may from time to
time determine.

     Section 4. Removal and Resignation. Any officer may be removed, either with
or without cause, by a majority of the Directors then in office, at any regular
or special meeting of the Board, or, except in the case of an officer chosen by
the Board of Directors, by any officer upon whom such power of removal may be
conferred by the Board of Directors (subject, in each case, to the rights, if
any, of an officer under any contract of employment).

     Section 4.1. Any officer may resign at any time by giving written notice to
the Board of Directors, or to the Chairman of the Board, if any, or to the
President, or to the Secretary of the corporation. Any such resignation shall
take effect at the date of the receipt of such notice or at any later time
specified therein; and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.

     Section 5. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or any other cause shall be filled in
the manner prescribed in the Bylaws for regular appointments to such office.

     Section 6. Chairman of the Board. The Chairman of the Board, if there shall
be such an officer, shall, if present, preside at all meetings of the Board of
Directors, and exercise and perform such other power and duties as may be from
time to time assigned to him by the Board of Directors or prescribed by the
bylaws.


                                       15



     Section 7. President. Subject to such supervisory powers, if any, as may be
given by the Board of Directors to the Chairman of the Board, if there be such
an officer, The President shall be the Chief Executive Officer of the
corporation, and shall, subject to the control of the Board of Directors, have
general supervision, direction, and control of the business and officers of the
corporation. He shall preside at all meetings of the shareholders and in the
absence of the Chairman of the Board, or if there be none, at all meetings of
the Board of Directors. He shall be ex officio a member of all standing
committees, including the Executive Committee, if any, and shall have the
general powers and duties of management usually vested in the office of
President of a corporation, and shall have such other powers and duties as may
be prescribed by the Board of Directors or the Bylaws.

     Section 8. Vice President. In the absence or disability of the President,
the Vice Presidents, in order of their rank as fixed by the Board of Directors,
or if not ranked, the Vice President designated by the Board of Directors, shall
perform all the duties of the President, and when so acting shall have all the
powers of and be subject to all the restrictions otherwise placed upon the
President. The Vice Presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by the
Board of Directors or the Bylaws.

     Section 9. Secretary. The Secretary shall keep, or cause to be kept, a book
of minutes at the principal office or such other place as the Board of Directors
may designate, of all meetings of Directors and Shareholders, with the time and
place of holding, whether of a regular or special nature (how authorized, if
special), the notice thereof given, the names of those present at Directors'
meetings, the number of shares present or represented at Shareholders' meetings
and the proceedings thereof.

     Section 9.1. The Secretary shall keep, or cause to be kept, at the
principal office or at the office of the corporation's transfer agent, a share
register, or duplicate share register, showing the names of the shareholders and
their addresses; the number and classes of shares held by each; the number and
date of certificates issued for the same; and the number and date of
cancellation of every certificate surrendered for cancellation.

     Section 9.2. The Secretary shall give, or cause to be given, notice of all
the meetings of the shareholders and of the Board of Directors required by the
Bylaws or by the General Corporation Law to be given, and he shall keep the seal
of the corporation in safe custody, and shall have such other powers and perform
such other duties as may be prescribed by the Board of Directors or by the
Bylaws.

     Section 10. Chief Financial Officer. This officer shall keep and maintain,
or cause to be kept and maintained in accordance with generally accepted
accounting principles, adequate and correct accounts of the properties and
business transactions of the corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, earnings (or
surplus) and shares. Any surplus, including earned surplus, paid-in surplus,
surplus arising from a reduction of stated capital, shall be classified
according to source and shown in a separate account. The books of account shall
at all reasonable times be open to inspection by any director.


                                       16



     Section 10.1. Chief Financial Officer shall deposit all monies and other
valuables in the name and to the credit of the corporation with such
depositaries as may be designated by the Board of Directors. He shall disburse
the funds of the corporation as may be ordered by the Board of Directors, shall
render to the President and directors, whenever they request it, an account of
all his transactions and of the financial condition of the corporation, and
shall have such other powers and perform such other duties as may be prescribed
by the Board of Directors or the Bylaws.

     Section 11. Assistant Secretaries and Assistant Financial Officers. The
assistant secretaries and the assistant financial officers shall, in the absence
or disability of the Secretary or Chief Financial Officer, respectively, and in
the order of election, or as set by the Board, have the duties and powers of the
Secretary or Chief Financial Officer and shall have such other duties and powers
as the Board from time to time prescribes.

                                    ARTICLE V

                      CERTIFICATES AND TRANSFERS OF SHARES

     Section 1. Certificates for Shares. Each certificate for shares of the
corporation shall set forth therein the name of the record holder of the shares
represented thereby, the number of shares and the class or series of shares
owned by said holder, the par value, if any, of the shares represented thereby,
and such other statements, as applicable, as prescribed by Sections 416-419,
inclusive, and other relevant Sections of the General Corporation Law of the
State of California (the "General Corporation Law") and such other statements,
as applicable, which may be prescribed by the Corporate Securities Law of the
State of California and any other applicable provision of the law.

     Section 1.1. Each such certificate issued shall be signed in the name of
the corporation by the Chairman of the Board of Directors, if any, of the Vice
Chairman of the Board of Directors, if any, the President, if any, or a Vice
President, if any, and by the Chief Financial Officer or an assistant financial
officer or the Secretary or an assistant secretary. Any or all of the signatures
on a certificate for shares may be a facsimile. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
upon a certificate for shares shall have ceased to be such officer, transfer
agent or registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if such person were an officer, transfer
agent or registrar at the date of issue.

     Section 1.2. In the event that the corporation shall issue the whole or any
part of its shares as partly paid and subject to call for the remainder of the
consideration to be paid therefor, any such certificate for shares shall set
forth thereon the statements prescribed by Section 409 of the General
Corporation Law.

     Section 2: Lost, Stolen or Destroyed Certificates for Shares. The
corporation may issue a new certificate for shares or for any other security in
the place of any other certificate theretofore issued by it, which is alleged to
have been lost, stolen or destroyed. As a condition to such issuance, the
corporation may require any such owner of the allegedly lost, stolen or


                                       17



destroyed certificate or any such owner's legal representative to give the
corporation a bond, or other adequate security, sufficient to indemnify it
against any claim that may be made against it, including any expense or
liability, on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.

     Section 3. Share Transfers. Upon compliance with any provision of the
General Corporation Law and/or the Corporate Securities Law of 1968 which may
restrict the transferability of shares, transfers of shares of the corporation
shall be made only on the record of shareholders of the corporation by the
registered holder thereof, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the corporation or with a
transfer agent or a registrar, if any, and on surrender of the certificate or
certificates for such shares properly endorsed and the payment of all taxes, if
any, due thereon.

     Section 4. Record Date for Shareholders. In order that the corporation may
determine the shareholders entitled to notice of any meeting or to vote or be
entitled to receive payment of any dividend or other distribution or allotment
of any rights or entitled to exercise any rights in respect to any other lawful
action, the Board of Directors may fix, in advance, a record date, which shall
not be more than sixty days or fewer than ten days prior to the date of such
meeting or more than sixty days prior to any other action.

     Section 4.1. If the Board of Directors shall not have fixed a record date
as aforesaid, the record date for determining shareholders entitled to notice of
or to vote at a meeting of shareholders shall be at the close of business on the
business day next preceding the day on which notice is given or, if notice is
waived, at the close of business on the business day next preceding the day on
which the meeting is held; the record date for determining shareholders entitled
to give consent to corporate action in writing without a meeting, when no prior
action by the Board of Directors has been taken, shall be the day on which the
first written consent is given; and the record date for determining shareholders
for any other purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto, or the sixtieth day
prior to the day of such other action, whichever is later.

     Section 4.2. A determination of shareholders of record entitled to notice
of or to vote at a meeting of shareholders shall apply to any adjournment of the
meeting unless the Board of Directors fixes a new record date for the adjourned
meeting, but the Board of Directors shall fix a new record date if the meeting
is adjourned for more than forty-five days from the date set for the original
meeting.

     Section 4.3. Except as may be otherwise provided by the General Corporation
Law, shareholders on the record date shall be entitled to notice and to vote or
to receive any dividend, distribution or allotment of rights or to exercise the
rights, as the case may be, notwithstanding any transfer of any shares on the
books of the corporation after the record date.

     Section 5. Representation of Shares in Other Corporations. Shares of other
corporations standing in the name of this corporation may be voted or
represented and all incidents thereto may be exercised on behalf of the
corporation by the Chairman of the Board,


                                       18



the President or any Vice President or any other person authorized by resolution
of the Board of Directors.

     Section 6. Meaning of Certain Terms. As used in these Bylaws with respect
to the right to notice of a meeting of shareholders or a waiver thereof or to
participate or vote thereat or to assent or consent or dissent in writing in
lieu of a meeting, as the case may be, the term "share" or "shares" or shares
and to a holder or holders of record or outstanding shares when the corporation
is authorized to issue only one class of shares, and said reference is also
intended to include any outstanding share or shares and any holder or holders of
outstanding shares of any class upon which or upon whom the Articles of
Incorporation confer such rights where there are two or more classes or series
of shares or upon which or upon whom the General Corporation Law confers such
rights notwithstanding that the Articles of Incorporation may provide for more
than one class or series of shares, one or more of which are limited or denied
such rights thereunder.

     Section 6.1. As used in these Bylaws, all references to specific sections
without further description, and all references to the "General Corporation Law"
are in reference to the General Corporation Law of the State of California.

     Section 6.2. As used in these Bylaws, with respect to the qualification of
directors and officers to serve in such positions, such officer or director
shall be qualified, disqualified, or unqualified as determined by the General
Corporation Law, the Articles of Incorporation, these Bylaws, or by resolution
of the Board of Directors.

     Section 7. Close Corporation Certificates. All certificates representing
shares of this corporation, in the event it shall elect to become a close
corporation, shall contain the legend required by Section 418(c).

                                   ARTICLE VI

              EFFECT OF SHAREHOLDERS' AGREEMENT - CLOSE CORPORATION

     Any Shareholders' Agreement authorized by Section 300(b) shall only be
effective to modify the terms of these Bylaws if this corporation elects to
become a close corporation with appropriate filing of or amendment to its
Articles as required by Section 202 and shall terminate when this corporation
ceases to be a close corporation. Such an agreement cannot waive or alter
Section 158 (defining close corporations), 202 (requirements of Articles of
Incorporation), 500 and 501 relative to distributions, 1111 (merger), 1201(e)
(reorganization) or Chapters 15 (Records and Reports), 16 (Rights of
Inspection), 18 (Involuntary Dissolution) or 22 (Crimes and Penalties) or any
other provision of the General Corporation Law requiring the filing of any
document with the Secretary of State. All other provisions of the General
Corporation Law or these Bylaws may be altered or waived thereby, but to the
extent they are not so altered or waived, these Bylaws shall be applicable.


                                       19



                                   ARTICLE VII

               CORPORATE CONTRACTS AND INSTRUMENTS - HOW EXECUTED

     The Board of Directors, except as provided otherwise in the Bylaws, may
authorize any officer or officers, agent or agents, to enter into any contract
or execute any instrument in the name of and on behalf of the corporation. Such
authority may be general or confined to specific instances. Unless so authorized
by the Board of Directors, no officer, agent or employee shall have any power or
authority to bind the corporation by any contract or agreement, or to pledge its
credit, or to render it liable for any purposes or any amount, except as
provided in Section 313 of the General Corporation Law.

                                  ARTICLE VIII

                               CONTROL OVER BYLAWS

     After the initial Bylaws of the corporation shall have been adopted by the
incorporator or incorporators of the corporation, the Bylaws may be amended or
repealed or new Bylaws may be adopted by the shareholders entitled to exercise a
majority of the voting power or by the Board of Directors; provided, however,
that the Board of Directors shall have no control over any bylaw which fixes or
changes the authorized number of directors of the corporation; provided,
further, that any control over the Bylaws herein vested in the Board of
Directors shall be subject to the authority of the aforesaid shareholders to
amend or repeal the Bylaws or to adopt new bylaws; and provided, further, that
no new bylaw, nor any amendment or repeal of an existing bylaw, having the
effect of reducing the number or minimum number of directors shall be adopted if
the votes cast against its adoption at a meeting or the shares not consenting in
the case of action by written consent would be sufficient to elect at least one
director if voted cumulatively at an election at which all of the outstanding
shares entitled to vote were voted and the entire number of previously
authorized directors were being elected.

                                   ARTICLE IX

                       BOOKS AND RECORDS - STATUTORY AGENT

     Section 1. Records: Storage and Inspection. The corporation shall keep at
its principal executive office in the State of California or, at the principal
business office in the State of California if its principal executive office is
not in the State, the original or a copy of the Bylaws as amended to date, which
shall be open to inspection by the shareholders at all reasonable times during
office hours. If the principal executive office of the corporation is outside
the State of California, and, if the corporation has no principal business
office in the State of California, it shall upon request of any shareholder
furnish a copy of the Bylaws as amended to date.

     Section 1.1. The corporation shall keep adequate and correct books and
records of account and shall keep minutes of the proceedings of its
shareholders, Board of Directors and committees, if any. The corporation shall
keep at its principal executive office, or at the office of


                                       20



its transfer agent or registrar, a record of its shareholders, giving the names
and addresses of all shareholders and the number and class of shares held by
each. Such minutes shall be in written form. Such other books and records shall
be kept either in written form or in any other form capable of being converted
into written form.

     Section 1.2. The accounting books and records, record of shareholders, and
minutes of proceedings of the shareholders and the Board and committees of the
Board of this corporation and any subsidiary of this corporation shall be open
to inspection upon written demand on the corporation of any shareholder or
holder of a voting trust certificate at any reasonable time during usual
business hours, for a purpose reasonably related to such holder's interest as a
shareholder or as a holder of such voting trust certificate. Such inspection by
a shareholder or holder of a voting trust certificate may be made in person or
by agent or attorney, and the right of inspection includes the right to copy and
make extracts.

     Section 1.3. Every director shall have the absolute right at any reasonable
time to inspect and copy all books, records, and documents of every kind and to
inspect the physical properties of the corporation and any of its subsidiaries.
Such inspection by a director may be made in person or by agent or attorney and
the right of inspection includes the right to copy and make extracts.

     Section 2. Record of Payments. All checks, drafts or other orders for
payment of money, notes or other evidences of indebtedness, issued in the name
of or payable to the corporation, shall be signed or endorsed by such person or
persons and in such manner as shall be determined from time to time by
resolution of the Board of Directors.

     Section 3. Annual Report. Whenever the corporation shall have fewer than
one hundred shareholders, the Board of Directors shall not be required to cause
to be sent to the shareholders of the corporation the annual report prescribed
by Section 1501 of the General Corporation Law unless it shall determine that a
useful purpose would be served by causing the same to be sent or unless the
Department of Corporations, pursuant to the provisions of the Corporate
Securities Law of 1968, shall direct the sending of the same. This section shall
not affect any other provision contained in these Bylaws otherwise controlling
annual reports.

     Section 4. Construction of Terms. Unless the context otherwise requires,
the general provisions, Rules of Construction on Definitions contained in the
General Corporation Law of California shall govern the construction of these
Bylaws. Without limiting the generality of the foregoing, the masculine gender
includes the feminine and neuter. The singular number includes the plural and
the plural number includes the singular. The term "person" includes a
corporation as well as a natural person.

     Section 5. Corporate Seal. The Board of Directors shall adopt, use, and at
will alter a corporate seal. Any corporate seal shall be circular in form and
shall have inscribed thereon the name of the corporation, the date of its
incorporation, and the word "California."


                                       21



             CERTIFICATE OF ADOPTION OF AMENDED AND RESTATED BYLAWS

     The undersigned hereby certifies:

     1. That I am the duly elected, qualified and acting Secretary of HELIX
PHYSICIANS MANAGEMENT, INC., a California corporation.

     2. That the foregoing Amended and Restated Bylaws were adopted as the
bylaws of the corporation by the unanimous written consent of the shareholders
without a meeting effective as of 1/3/2000.

     Dated: 1/3/2000


                                        /s/ Daniel Rosen
                                        ----------------------------------------
                                        DANIEL ROSEN, M.D.
                                        Secretary



                                     BYLAWS

                                       OF

                      HELIX PHYSICIANS MEDICAL GROUP, INC.

                      a California Professional Corporation



                                INDEX OF CONTENTS


                                                                                      Page
                                                                                      ----
                                                                                   
ARTICLE I.       OFFICERS..........................................................     1
   Section 1.       PRINCIPAL OFFICE...............................................     1
   Section 2.       OTHER OFFICES..................................................     1

ARTICLE II.      SHARES AND SHAREHOLDERS...........................................     1
   Section 1.       QUALIFICATIONS OF SHAREHOLDERS.................................     1
   Section 2.       REQUIRED TRANSFER OF SHARES....................................     1
   Section 3.       PLACE OF MEETINGS..............................................     1
   Section 4.       ANNUAL MEETING.................................................     2
   Section 5.       SPECIAL MEETING................................................     2
   Section 6.       NOTICE OF SHAREHOLDERS' MEETING................................     2
   Section 7.       MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE...................     3
   Section 8.       QUORUM.........................................................     3
   Section 9.       ADJOURNED MEETING; NOTICE......................................     4
   Section 10.      VOTING.........................................................     4
   Section 11.      WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS.............     5
   Section 12.      SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING........     5
   Section 13.      RECORD DATE FOR SHAREHOLDER NOTICE, VOTING, AND GIVING
                       CONSENTS....................................................     6
   Section 14.      PROXIES........................................................     7
   Section 15.      INSPECTORS OF ELECTION.........................................     8

ARTICLE III.     DIRECTORS.........................................................     9
   Section 1.       POWERS.........................................................     9
   Section 2.       NUMBER AND QUALIFICATION OF DIRECTORS..........................    10
   Section 3.       ELECTION AND TERM OF OFFICE OF DIRECTORS.......................    10
   Section 4.       VACANCIES......................................................    10
   Section 5.       PLACE OF MEETINGS AND MEETINGS BY TELEPHONE....................    11
   Section 6.       ANNUAL MEETING.................................................    11
   Section 7.       OTHER REGULAR MEETINGS.........................................    12
   Section 8.       SPECIAL MEETINGS...............................................    12
   Section 9.       QUORUM.........................................................    12
   Section 10.      WAIVER OF NOTICE...............................................    12
   Section 11.      ADJOURNMENT....................................................    13
   Section 12.      NOTICE OF ADJOURNMENT..........................................    13
   Section 13.      ACTION WITHOUT MEETING.........................................    13
   Section 14.      FEES AND COMPENSATION OF DIRECTORS.............................    13

ARTICLE IV.      COMMITTEES........................................................    13
   Section 1.       COMMITTEES OF DIRECTORS........................................    13



                                      (i)





                                                                                      Page
                                                                                      ----
                                                                                   
   Section 2.       MEETINGS AND ACTION OF COMMITTEES..............................    14

ARTICLE V.       OFFICERS..........................................................    15
   Section 1.       OFFICERS AND QUALIFICATIONS....................................    15
   Section 2.       ELECTION OF OFFICERS...........................................    15
   Section 3.       ADDITIONAL OFFICES.............................................    15
   Section 4.       REMOVAL AND RESIGNATION OF OFFICERS............................    15
   Section 5.       VACANCIES IN OFFICES...........................................    15
   Section 6.       CHAIRMAN OF THE BOARD..........................................    16
   Section 7.       PRESIDENT......................................................    16
   Section 8.       VICE PRESIDENTS................................................    16
   Section 9.       SECRETARY......................................................    16
   Section 10.      CHIEF FINANCIAL OFFICER........................................    17
   Section 11.      REIMBURSEMENT OF DISALLOWED PAYMENTS...........................    17

ARTICLE VI.      INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
                 OTHER AGENTS......................................................    18
   Section 1.       AGENTS, PROCEEDINGS, AND EXPENSES..............................    18
   Section 2.       ACTIONS OTHER THAN BY THE CORPORATION..........................    18
   Section 3.       ACTIONS BY THE CORPORATION.....................................    19
   Section 4.       FURTHER INDEMNIFICATION BY AGREEMENT...........................    19
   Section 5.       SUCCESSFUL DEFENSE BY AGENT....................................    20
   Section 6.       REQUIRED APPROVAL..............................................    20
   Section 7.       ADVANCE OF EXPENSES............................................    20
   Section 8.       OTHER CONTRACTUAL RIGHTS.......................................    20
   Section 9.       LIMITATIONS....................................................    21
   Section 10       INSURANCE......................................................    21
   Section 11.      CONTINUATION OF RIGHTS.........................................    21
   Section 12.      FIDUCIARIES OF CORPORATE EMPLOYEE BENEFIT PLAN.................    21

ARTICLE VII.     RECORDS AND REPORTS...............................................    21
   Section 1.       MAINTENANCE AND INSPECTION OF SHARE
                    REGISTER.......................................................    21
   Section 2.       MAINTENANCE AND INSPECTION OF BYLAWS...........................    22
   Section 3.       MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS..........    22
   Section 4.       INSPECTION BY DIRECTORS........................................    23
   Section 5.       ANNUAL REPORT TO SHAREHOLDERS..................................    23
   Section 6.       FINANCIAL STATEMENTS...........................................    23
   Section 7.       ANNUAL STATEMENT OF GENERAL INFORMATION........................    24

ARTICLE VIII.    GENERAL CORPORATE MATTERS.........................................    24
   Section 1.       FISCAL YEAR....................................................    24



                                      (ii)





                                                                                      Page
                                                                                      ----
                                                                                   
   Section 2.       RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING..........    24
   Section 3.       CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS......................    25
   Section 4.       CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED..............    25
   Section 5.       CERTIFICATES FOR SHARES........................................    25
   Section 6.       LEGEND CONDITION...............................................    26
   Section 7.       LOST CERTIFICATES..............................................    26
   Section 8.       REPRESENTATION OF SHARES OF OTHER CORPORATION..................    27
   Section 9.       CONSTRUCTION AND DEFINITIONS...................................    27

ARTICLE IX.      AMENDMENTS........................................................    28
   Section 1.       AMENDMENT BY SHAREHOLDERS......................................    28
   Section 2.       AMENDMENT BY DIRECTORS.........................................    28



                                     (iii)



                                     BYLAWS

                                       OF

                      HELIX PHYSICIANS MEDICAL GROUP, INC.

                                   ARTICLE I.
                                     OFFICES

     Section 1. PRINCIPAL OFFICE. The board of directors shall fix the location
of the principal office for the transaction of the business of the corporation
("principal executive office"). The board of directors may change the principal
office from one location to another.

     Section 2. OTHER OFFICES. The board of directors may at any time establish
branch or subordinate offices at any place or places where the corporation is
qualified to do business.

                                   ARTICLE II.
                             SHARES AND SHAREHOLDERS

          Section 1. QUALIFICATIONS OF SHAREHOLDERS. The corporation may not
issue shares, nor may any shareholder transfer any of its capital stock, to
anyone other than the corporation or an individual who is duly licensed or
otherwise legally authorized to render the specific professional services for
which the corporation was organized, or to a medical corporation with a single
shareholder who is a licensed physician and surgeon. Licensed persons [other
than licensed physicians and surgeons] as defined in section 13401.5(a) of the
California Corporations Code shall at no time own more than 49 percent of the
total number of shares of the corporation and shall at no time be greater in
number than the persons licensed to practice medicine.

          Section 2. REQUIRED TRANSFER OF SHARES. Shares owned by a person who
dies or becomes a disqualified shareholder shall be sold and transferred to the
corporation or its shareholders on the terms agreed on by the corporation and
its shareholders in a written agreement. The sale or transfer shall occur not
later than six months following the death of any shareholder, or within 90 days
after the shareholder becomes a disqualified person.

          Section 3. PLACE OF MEETINGS. Meetings of shareholders shall be held
at any place within or outside the State of California designated by the board
of directors. In the absence of any such designation, shareholders' meetings
shall be held at the principal executive office of the corporation.

          Section 4. ANNUAL MEETING. The annual meeting of shareholders shall be
held on the date and at the time designated by the board of directors. However,
if this day falls on a legal holiday, then the meeting shall be held at the same
time and place on the next



succeeding full business day. At this meeting, directors shall be elected, and
any other proper business may be transacted.

          Section 5. SPECIAL MEETING. A special meeting of the shareholders may
be called at any time by the board of directors, or by the chairman of the
board, or by the president, or by one or more shareholders holding shares in the
aggregate entitled to cast not less than 10% of the votes at that meeting.

          If a special meeting is called by any person or persons other than the
board of directors, the request shall be in writing, specifying the time of such
meeting and the general nature of the business proposed to be transacted, and
shall be delivered personally or sent by registered mail or by telegraphic or
other facsimile transmission to the chairman of the board, the president, any
vice president, or the secretary of the corporation. The officer receiving the
request shall cause notice to be promptly given to the shareholders entitled to
vote, in accordance with the provisions of Sections 6 and 7 of this Article II,
that a meeting will be held at the time requested by the person or persons
calling the meeting, not less than 35 nor more than 60 days after the receipt of
the request. If the notice is not given within 20 days after receipt of the
request, the person or persons requesting the meeting may give the notice.
Nothing contained in this paragraph of this Section 5 shall be construed as
limiting, fixing or affecting the time when a meeting of shareholders called by
action of the board of directors may be held.

          Section 6. NOTICE OF SHAREHOLDERS' MEETING. All notices of meetings of
shareholders shall be sent or otherwise given in accordance with Section 7 of
this Article II not less than 10 nor more than 60 days before the date of the
meeting. The notice shall specify the place, date and hour of the meeting and
(i) in the case of a special meeting, the general nature of the business to be
transacted, and that no other business may be transacted, or (ii) in the case of
the annual meeting, those matters which the board of directors, at the time of
giving the notice, intends to present for action by the shareholders. The notice
of any meeting at which directors are to be elected shall include the name of
the nominee or nominees whom, at the time of the notice, management intends to
present for election.

          If action is proposed to be taken at any meeting for approval of any
of the following, pursuant to the California General Corporation Law, the notice
shall also state the general nature of that proposal: (i) a contract or
transaction in which a director has a direct or indirect financial interest;
(ii) an amendment of the articles of incorporation; (iii) a reorganization of
the corporation; (iv) a voluntary dissolution of the corporation; and (v) a
distribution in dissolution other than in accordance with the rights of
outstanding preferred shares.

          Section 7. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any
meeting of shareholders shall be given either personally or by first-class mail
or telegraphic or other written communication, charges prepaid, addressed to the
shareholder at the address of that shareholder appearing on the books of the
corporation or given by the shareholder to the corporation for the purpose of
notice. If no such address appears on the corporation's books or is given,
notice shall be deemed to have been given if sent to that shareholder by
first-


                                       2



class mail or telegraphic or other written communication to the corporation's
principal executive office, or if published at least once in a newspaper of
general circulation in the county where that office is located. Notice shall be
deemed to have been given at the time when delivered personally or deposited in
the mail or sent by telegram or other means of written communication.

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

          An affidavit of the mailing or other means of giving any notice of any
shareholders' meeting may be executed by the secretary, assistant secretary, or
any transfer agent of the corporation giving the notice, and, if so executed,
shall be filed and maintained in the minute books of the corporation.

          Section 8. QUORUM. A majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. If a quorum is present, the affirmative vote of the majority of
the shares represented at the meeting and entitled to vote on any matter shall
be the act of the shareholders.

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

          Section 9. ADJOURNED MEETING; NOTICE. Any shareholders' meeting,
annual or special, whether or not a quorum is present, may be adjourned from
time to time by the vote of the majority of the shares represented at the
meeting, either in person or by proxy, but in the absence of a quorum no other
business may be transacted at that meeting, except as provided in Section 8 of
this Article II.

          When any meeting of shareholders, either annual or special, is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place are announced at a meeting at which the
adjournment is taken, unless a new record date for the adjourned meeting is
fixed, or unless the adjournment is for more than 45 days from the date set for
the original meeting, in which case the board of directors shall set a new
record date. Notice of any such adjourned meeting shall be given to each
shareholder of record entitled to vote at the adjourned meeting in accordance
with the provisions of Sections 6 and 7 of this Article II. At any adjourned
meeting the corporation may transact any business which might have been
transacted at the original meeting.


                                       3



          Section 10. VOTING. The shareholders entitled to vote at any meeting
of shareholders shall be determined in accordance with the provisions of Section
13 of this Article II, subject to the provisions of the California General
Corporation Law relating to voting shares held by a fiduciary, in the name of a
corporation, or a joint ownership. Only Holders of Series A shares, voting
together as a series, shall be entitled to vote for election of Series A
Directors of the corporation and only Holders of Series B shares shall be
entitled to vote for election of Series B Directors.

          A shareholder who is not a licensed person or otherwise an eligible
shareholder, or who is a disqualified person shall not have voting rights.
Shares owned by such shareholders may not be counted for voting or quorum
purposes.

          Voting may be by voice or ballot, provided that any election of
directors must be by ballot if demanded by any shareholder before the voting
begins. Each shareholder entitled to vote at any election of directors shall
have the right to cumulate his votes and give one candidate a number of votes
equal to the number of directors to be elected multiplied by the number of votes
to which his shares are entitled, or to distribute his votes on the same
principle among as many candidates as he desires. No shareholder shall be
entitled to cumulate votes unless the candidate or candidates' names have been
placed in nomination prior to the voting and the shareholder has given notice at
the meeting prior to the voting of the shareholder's intention to cumulate the
shareholder's votes. If any one shareholder has given such notice, all
shareholders may cumulate their votes for candidates in nomination. The
candidates, up to the number of directors to be elected, receiving the highest
number of votes shall be elected.

          In voting on all other matters submitted to a vote of the
shareholders, each share shall be entitled to one vote, unless provided
otherwise in the articles of incorporation. Any holder of shares entitled to
vote on any matter may vote part of the shares in favor of the proposal and
refrain from voting the remaining shares or vote them against the proposal but
if the shareholder fails to specify the number of shares such shareholder is
voting affirmatively, it will be conclusively presumed that the shareholder's
approving vote is with respect to all shares such shareholder is entitled to
vote.

          Section 11. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. The
transactions of any meeting of shareholders, either annual or special, however
called and noticed, and wherever held, shall be as valid as though had at a
meeting duly held after regular call and notice, if a quorum be present either
in person or by proxy, and if each person entitled to vote who was not present
in person or by proxy either before or after the meeting signs a written waiver
of notice or a consent to a holding of the meeting, or an approval of the
minutes. The waiver of notice or consent need not specify either the business to
be transacted or the purpose of any annual or special meeting of shareholders,
except that if action is taken or proposed to be taken for approval of any of
the matters specified in the second paragraph of Section 6 of this Article II,
the waiver of notice or consent shall state the general nature of the proposal.
All such waivers, consents or approvals shall be filed with the corporate
records or made a part of the minutes of the meeting.


                                       4



          Attendance by a person at a meeting shall also constitute a waiver of
notice of that meeting, except when the person objects at the beginning of the
meeting to the transaction of any business because the meeting is not lawfully
called or convened, and except that attendance at a meeting is not a waiver of
any right to object to the consideration of matters not included in the notice
of the meeting if that objection is expressly made at the meeting.

          Section 12. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.
Any action which may be taken at any annual or special meeting of shareholders
may be taken without a meeting and without prior notice, if a consent in
writing, setting forth the action so taken, is signed by the holders of
outstanding shares having not less than the minimum number of votes that would
be necessary to authorize or take that action at a meeting at which all shares
entitled to vote on that action were present and voted. In the case of election
of directors, such a consent shall be effective only if signed by the holders of
all outstanding shares entitled to vote for the election of directors; provided,
however, that a director may be elected at any time to fill a vacancy on the
board of directors that has not been filled by the directors, other than a
vacancy created by removal, by the written consent of the holders of a majority
of the outstanding shares entitled to vote for the election of directors. All
such consents shall be filed with the secretary of the corporation and shall be
maintained in the corporate records. Any shareholder giving a written consent,
or the shareholder's proxy holder, or a transferee of the shares or a personal
representative of the shareholder or their respective proxy holders, may revoke
the consent by a writing received by the secretary of the corporation before
written consents of the number of shares required to authorize the proposed
action have been filed with the secretary.

          If the consents of all shareholders entitled to vote have not been
solicited in writing, and if the unanimous written consent of all such
shareholders shall not have been received, the secretary shall give prompt
notice of the corporate action approved by the shareholders without a meeting.
This notice shall be given in the manner specified in Section 7 of this Article
II. In the case of approval of any of the following, pursuant to the California
General Corporation Law, the notice shall be given at least 10 days before the
consummation of any action authorized by that approval: (i) contracts or
transactions in which a director has a direct or indirect financial interest;
(ii) indemnification of agents of the corporation; (iii) a reorganization of the
corporation; or (iv) a distribution in dissolution other than in accordance with
the rights of outstanding preferred shares.

          Section 13. RECORD DATE FOR SHAREHOLDER NOTICE, VOTING, AND GIVING
CONSENTS. For purposes of determining the shareholders entitled to notice of any
meeting or to vote or entitled to give consent to corporate action without a
meeting, the board of directors may fix, in advance, a record date, which shall
not be more than 60 days nor less than 10 days before the date of any such
meeting nor more than 60 days before any such action without a meeting, and in
this event only shareholders of record on the date so fixed are entitled to
notice and to vote or to give consents, as the case may be, notwithstanding any
transfer of any shares on the books of the corporation after the record date,
except as otherwise provided in the articles of incorporation, or by agreement,
or in the California General Corporation Law.


                                       5



          If the board of directors does not so fix a record date:

          (a) The record date for determining shareholders entitled to notice of
or to vote at a meeting of shareholders shall be at the close of business on the
business day next preceding the day on which notice is given or, if notice is
waived, at the close of business on the business day next preceding the day on
which the meeting is held.

          (b) The record date for determining shareholders entitled to give
consent to corporate action in writing without a meeting, (i) shall be the day
on which the first written consent is given when no prior action by the board
has been taken, or (ii) shall be at the close of business on the day on which
the board adopts the resolution relating to that action, or the 60th day before
the date of such other action, whichever is later, when prior action of the
board has been taken.

          Section 14. PROXIES. Every person entitled to vote for directors or on
any other matter shall have the right to do so either in person or by one or
more agents authorized by a written proxy signed by the person and filed with
the secretary of the corporation, provided that such authorized agent is a
shareholder of this corporation and a licensed person. A proxy shall be deemed
signed if the shareholder's name is placed on the proxy (whether by manual
signature, typewriting, telegraphic transmission, or otherwise) by the
shareholder or the shareholder's attorney in fact. A validly executed proxy
which does not state that it is irrevocable shall continue in full force and
effect unless (i) revoked by the person executing it, before the vote pursuant
to that proxy, by a writing delivered to the corporation stating that the proxy
is revoked, or by a subsequent proxy executed by, or attendance at the meeting
and voting in person by, the person executing the proxy, or (ii) written notice
of the death or incapacity of the maker of that proxy is received by the
corporation before the vote pursuant to that proxy is counted; provided,
however, that no proxy shall be valid after the expiration of 11 months from the
date of the proxy, unless otherwise provided in the proxy. The revocability of a
proxy that states on its face that it is irrevocable shall be governed by the
provisions of the California General Corporation Law.

          Every form of proxy or written consent, which provides an opportunity
to specify approval or disapproval with respect to any proposal, may also
contain an appropriate space marked "abstain" whereby a shareholder may indicate
a desire to abstain from voting his or her shares on the proposal. A proxy
marked "abstain" by the shareholder with respect to a particular proposal shall
not be voted either for or against such proposal. In any election of directors,
any form of proxy in which the directors to be voted upon are named therein as
candidates and which is marked by a shareholder "withhold" or otherwise marked
in a manner indicating that the authority to vote for the election of directors
is withheld shall not be voted for the election of a director. Failure to comply
with this paragraph shall not invalidate any corporate action taken, but may be
the basis for challenging any proxy at a meeting.

          Section 15. INSPECTORS OF ELECTION. Before any meeting of
shareholders, the board of directors may appoint any persons other than nominees
for office to act as inspectors of election at the meeting or its adjournment.
If no inspectors of election are so


                                       6



appointed, the chairman of the meeting may, and on the request of any
shareholder or a shareholder's proxy shall, appoint inspectors of election at
the meeting. The number of inspectors shall be either one (1) or three (3). If
inspectors are appointed at a meeting on the request of one or more shareholders
or proxies, the holders of a majority of shares or their proxies present at the
meeting shall determine whether one (1) or three (3) inspectors are to be
appointed. If there are three (3) inspectors of election the decision, act or
certificate of a majority is effective in all respects as the decision, act or
certificate of all. If any person appointed as inspector fails to appear or
fails or refuses to act, the chairman of the meeting may, and upon the request
of any shareholder or a shareholder's proxy shall, appoint a person to fill that
vacancy.

          These inspectors shall:

          (a) Determine the number of shares outstanding and the voting power of
each, the shares represented at the meeting, the existence of a quorum, and the
authenticity, validity, and effect of proxies;

          (b) Receive votes, ballots, or consents;

          (c) Hear and determine all challenges and questions in any way arising
in connection with the right to vote;

          (d) Count and tabulate all votes or consents;

          (e) Determine when the polls shall close;

          (f) Determine the result; and

          (g) Do any other acts that may be proper to conduct the election or
vote with fairness to all shareholders.

                                  ARTICLE III.
                                   DIRECTORS

          Section 1. POWERS. Subject to the provisions of the California General
Corporation Law and any limitations in the articles of incorporation and these
bylaws relating to action required to be approved by the shareholders or by the
outstanding shares, the business and affairs of the corporation shall be managed
and all corporate powers shall be exercised by or under the direction of the
board of directors.

          Without prejudice to these general powers, and subject to the same
limitations, the directors shall have the power to:

          (a) Select and remove all officers, agents, and employees of the
corporation; prescribe any powers and duties for them that are consistent with
law, with the articles of


                                       7



incorporation, and with these bylaws; fix their compensation; and require from
them security for faithful service.

          (b) Change the principal executive office or the principal business
office in the State of California from one location to another; cause the
corporation to be qualified to do business in any other state, territory,
dependency, or country and conduct business within or without the State of
California; and designate any place within or without the State of California
for the holding of any shareholders' meeting, or meetings, including annual
meetings.

          (c) Adopt, make, and use a corporate seal; prescribe the forms of
certificates of stock; and alter the form of the seal and certificates.

          (d) Authorize the issuance of shares of stock of the corporation on
any lawful terms, in consideration of money paid, labor done, services actually
rendered, debts or securities canceled, or tangible or intangible property
actually received; provided, the board of directors shall state by resolution
its determination of the fair value to the corporation in monetary terms of any
consideration other than money for which shares are issued.

          (e) Borrow money and incur indebtedness on behalf of the corporation,
and cause to be executed and delivered for the corporation's purposes, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations, and other evidences of debt and securities.

          (f) Provide and maintain security by insurance or otherwise, for
claims against the corporation or its employees for errors and omissions arising
out of the corporation's professional practice.

          (g) Negotiate and enter into contracts, agreements or other
instruments on behalf of the corporation or to delegate the authority therefor
to the appropriate officers.

          Section 2. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized
number of directors shall be three (3) until changed by a duly adopted amendment
to the articles of incorporation and an amendment to this bylaw made pursuant to
the provisions of Article IX, Section 1 of these bylaws, subject to the
provisions of the California General Corporation Law. Two of the directors shall
be elected by the affirmative vote of the Series A shareholders and shall be
referred to as Series A Directors. One director shall be elected by the
affirmative vote of the Series B shareholders and shall be referred to as a
Series B Director.

          Directors need not be residents of the State of California nor
shareholders of the corporation if the number of shareholders is three (3) or
more. If the number of shareholders is one (1), the corporation need have only
one (1) director who shall be such shareholder. If the number of shareholders is
two (2), the corporation need have only two (2) directors who shall be such
shareholders.


                                       8



          All directors shall hold a current valid license to practice medicine
or to practice the allied professions of podiatry; nursing; optometry;
psychology; marriage, family and child counseling; social work or physician's
assisting in California. If any director shall become a disqualified person,
that director shall immediately cease to be a director without the necessity of
corporate action and an election to fill the vacancy thus created shall be held
in accordance with Section 4 of this Article IV.

          Section 3. ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall
be elected at each annual meeting of the shareholders to hold office until the
next annual meeting; however, if any annual meeting is not held or the directors
are not elected at any annual meeting, they may be elected at any special
shareholders' meeting held for that purpose. Each director, including a director
elected to fill a vacancy or elected at a special shareholders' meeting, shall
hold office until the expiration of the term for which elected and until a
successor has been elected and qualified. A person holding the office of Series
B Director shall not be eligible for re-election until two years after the end
of that director's last term.

          Section 4. VACANCIES. A vacancy or vacancies in the board of directors
shall be deemed to exist in the event of death, resignation, or removal of any
director, or if the board of directors by resolution declares vacant the office
of a director who has been declared of unsound mind by an order of court or
convicted of a felony, or if the authorized number of directors is increased, or
if the shareholders fail, at any meeting of shareholders at which any director
or directors are elected, to elect the full authorized number of directors to be
voted for at that meeting.

          Any director may resign effective on giving written notice to the
chairman of the board, the president, the secretary, or the board of directors,
unless the notice specifies a later time for that resignation to become
effective.

          The shareholders of the Series for which the vacancy or vacancies in
the board exists may elect a director or directors at any time, to fill that
Series' vacancy or vacancies, at a duly noticed meeting or by written consent.
Any such election by written consent, other than to fill a vacancy created by
removal, shall require the consent of a majority of the outstanding shares of
that Series entitled to vote. An election by written consent to fill a vacancy
created by the removal of a director shall require the unanimous consent of the
outstanding shares of that Series entitled to vote.

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

          Section 5. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. Regular
meetings of the board of directors may be held at any place within or outside
the State of California that has been designated from time to time by resolution
of the board. In the absence of such designation, regular meetings shall be held
at the principal executive office of the corporation. Special meetings of the
board shall be held at any place within or outside the State of California that
has been designated in the notice of the meeting or, if not stated in the notice
or


                                       9



there is no notice, at the principal executive office of the corporation.
Notwithstanding the above provisions of this Section 5, a regular or special
meeting of the board of directors may be held at any place consented to in
writing by all the board members, either before or after the meeting. If
consents are given, they shall be filed with the minutes of the meeting. Any
meeting, regular or special, may be held by conference telephone or similar
communication equipment, so long as all directors participating in the meeting
can hear one another, and all such directors shall be deemed to be present in
person at the meeting.

          Section 6. ANNUAL MEETING. Immediately following each annual meeting
of shareholders, the board of directors shall hold a regular meeting for the
purpose of organization, any desired election of officers, and the transaction
of other business. Notice of this meeting shall not be required unless some
place other than the place of the annual shareholders' meeting has been
designated.

          Section 7. OTHER REGULAR MEETINGS. Other regular meetings of the board
of directors shall be held without call at such time as shall from time to time
be fixed by the board of directors and made a part of these bylaws by a notation
opposite this Section entered by the secretary or by amendment to this Section.
Such regular meetings may be held without notice.

          Section 8. SPECIAL MEETINGS. Special meetings of the board of
directors for any purpose or purposes may be called at any time by the chairman
of the board or the president or any vice president or the secretary or any two
directors.

          Notice of the time and place of special meetings shall be delivered
personally or by telephone to each director or sent by first-class mail or
telegram, charges prepaid, addressed to each director at that director's address
as it is shown on the records of the corporation. In case the notice is mailed,
it shall be deposited in the United States mail at least four (4) days before
the time of the holding of the meeting. In case the notice is delivered
personally, or by telephone or telegram, it shall be delivered personally or by
telephone or to the telegraph company at least 48 hours before the time of the
holding of the meeting. Any oral notice given personally or by telephone may be
communicated either to the director or to a person at the office of the director
who the person giving the notice has reason to believe will promptly communicate
it to the director. The notice need not specify the purpose of the meeting nor
the place if the meeting is to be held at the principal executive office of the
corporation.

          Section 9. QUORUM. A majority of the authorized number of directors
shall constitute a quorum for the transaction of business, except to adjourn as
provided in Section 11 of this Article III. Every act or decision done or made
by a majority of the directors present at a meeting duly held at which a quorum
is present shall be regarded as the act of the board of directors, subject to
the provisions of the California General Corporation Law (as to (i) approval of
contracts or transactions in which a director has a direct or indirect material
financial interest, (ii) appointment of committees, and (iii) indemnification of
directors). A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of


                                       10



directors, if any action taken is approved by at least a majority of the
required quorum for that meeting.

          Section 10. WAIVER OF NOTICE. The transactions of any meeting of the
board of directors, however called and noticed or wherever held, shall be as
valid as though had at a meeting duly held after regular call and notice if a
quorum is present and if, either before or after the meeting, each of the
directors not present signs a written waiver of notice, a consent to holding the
meeting or an approval of the minutes. The waiver of notice or consent need not
specify the purpose of the meeting. All such waivers, consents, and approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting. Notice of a meeting shall also be deemed given to any director who
attends the meeting without protesting, before or at its commencement, the lack
of notice to that director.

          Section 11. ADJOURNMENT. A majority of the directors present, whether
or not constituting a quorum, may adjourn any meeting to another time and place.

          Section 12. NOTICE OF ADJOURNMENT. Notice of the time and place of
holding an adjourned meeting need not be given, unless the meeting is adjourned
for more than 24 hours, in which case notice of the time and place shall be
given before the time of the adjourned meeting to the directors who were not
present at the time of the adjournment.

          Section 13. ACTION WITHOUT MEETING. Any action required or permitted
to be taken by the board of directors may be taken without a meeting, if all
members of the board shall individually or collectively consent in writing to
that action. Such action by written consent shall have the same force and effect
as a unanimous vote of the board of directors. Such written consent or consents
shall be filed with the minutes of the proceedings of the board.

          Section 14. FEES AND COMPENSATION OF DIRECTORS. Directors and members
of committees may receive such compensation, if any, for their services, and
such reimbursement of expenses, as may be fixed or determined by resolution of
the board of directors. This Section 14 shall not be construed to preclude any
director from serving the corporation in any other capacity as an officer,
agent, employee, or otherwise, and receiving compensation for those services.

          Notwithstanding the above, income of the corporation attributable to
its practice of medicine while a shareholder is a disqualified person shall not
in any manner accrue to the benefit of that shareholder or his or her shares.

                                   ARTICLE IV.
                                   COMMITTEES

          Section 1. COMMITTEES OF DIRECTORS. The board of directors may, by
resolution adopted by a majority of the authorized number of directors,
designate one or more committees, each consisting of two or more directors, to
serve at the pleasure of the board. The


                                       11



board may designate one or more directors as alternate members of any committee,
who may replace any absent member at any meeting of the committee. Any
committee, to the extent provided in the resolution of the board, shall have all
the authority of the board, except with respect to:

          (a) The approval of any action which, under the General Corporation
Law of California, also requires shareholders' approval or approval of the
outstanding shares;

          (b) The filling of vacancies on the board of directors or in any
committee;

          (c) The fixing of compensation of the directors for serving on the
board or on any committee;

          (d) The amendment or repeal of bylaws or the adoption of new bylaws;

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

          (f) A distribution to the shareholders of the corporation, except at a
rate or in a periodic amount or within a price range determined by the board of
directors; or

          (g) The appointment of any other committees of the board of directors
or the members of these committees.

          Section 2. MEETINGS AND ACTION OF COMMITTEES. Meetings and action of
committees shall be governed by, and held and taken in accordance with, the
provisions of Article III of these bylaws, Section 5 (place of meetings), 7
(regular meetings), 8 (special meetings and notice), 9 (quorum), 10 (waiver of
notice), 11 (adjournment), 12 (notice of adjournment), and 13 (action without
meeting), with such changes in the context of those bylaws as are necessary to
substitute the committee and its members for the board of directors and its
members, except that the time of regular meetings of committees may be
determined either by resolution of the board of directors or by resolution of
the committee; special meetings of committees may also be called by resolution
of the board of directors; and notice of special meetings of committees shall
also be given to all alternate members, who shall have the right to attend all
meetings of the committee. Minutes shall be kept of each meeting of any
committee and shall be filed with the corporate records. The board of directors
may adopt rules for the governance of any committee not inconsistent with the
provisions of these bylaws.

                                   ARTICLE V.
                                    OFFICERS

          Section 1. OFFICERS AND QUALIFICATIONS. The officers of the
corporation shall be a president, a secretary, and a chief financial officer.
The corporation may also have, at the discretion of the board of directors, a
chairman of the board, one or more vice presidents, one or more assistant
secretaries, one or more assistant treasurers, and such other


                                       12



officers as may be appointed in accordance with the provisions of Section 3 of
this Article V. Any number of offices may be held by the same person, provided
that if the corporation has only one shareholder, such shareholder shall serve
as president and chief financial officer of the corporation. The remaining
officers in such situation need not be licensed persons. If the corporation has
two shareholders, the two shareholders between them shall fill the offices of
president, vice president, secretary and chief financial officer. So long as the
corporation has two or more shareholders, each officer shall be a licensed
person.

          Section 2. ELECTION OF OFFICERS. The officers of the corporation,
except such officers as may be appointed in accordance with the provisions of
Section 3 of this Article V, shall be chosen by the board of directors, and each
shall serve at the pleasure of the board, subject to the rights, if any, of an
officer under any contract of employment.

          Section 3. ADDITIONAL OFFICERS. The board of directors may appoint,
and may authorize the chairman of the board or the president or another officer
to appoint, any other officers that the business of the corporation may require,
each of whom shall have the title, hold office for the period, have the
authority, and perform the duties specified in the bylaws or determined from
time to time by the board of directors.

          Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights,
if any, of an officer under any contract of employment, any officer may be
removed, either with or without cause, by the board of directors, at any regular
or special meeting of the board, or, except in case of an officer chosen by the
board of directors, by any officer upon whom such power of removal may be
conferred by the board of directors. Notwithstanding the preceding sentence, any
officer who becomes a disqualified person shall cease to be an officer
immediately on the effective date of disqualification, and his or her office
shall become vacant without the necessity of corporate action.

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

          Section 5. VACANCIES IN OFFICES. A vacancy in any office because of
death, resignation, removal, disqualification (including becoming a
"disqualified person") or any other cause shall be filled in the manner
prescribed in these bylaws for regular appointments to that office.

          Section 6. CHAIRMAN OF THE BOARD. The chairman of the board, if such
an officer be elected, shall, if present, preside at meetings of the board of
directors and exercise and perform such other powers and duties as may be from
time to time assigned to him by the board of directors or prescribed by the
bylaws. If there is no president, the chairman of the board shall in addition be
the chief executive officer of the corporation and shall have the powers and
duties prescribed in Section 7 of this Article V.


                                       13



          Section 7. PRESIDENT. Subject to such supervisory powers, if any, as
may be given by the board of directors to the chairman of the board, if there be
such an officer, the president shall, subject to the control of the board of
directors, have general supervision, direction, and control of the business and
the officers of the corporation. He shall preside at all meetings of the
shareholders and, in the absence of the chairman of the board, or if there be
none, at all meetings of the board of directors. He shall have the general
powers and duties of management usually vested in the office of president of a
corporation, and shall have such other powers and duties as may be prescribed by
the board of directors or the bylaws.

          Section 8. VICE PRESIDENTS. In the absence or disability of the
president, the vice presidents, if any, in order of their rank as fixed by the
board of directors or, if not ranked, a vice president designated by the board
of directors, shall perform all the duties of the president, and when so acting
shall have all the powers of, and be subject to all the restrictions upon, the
president. The vice presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by the
board of directors or the bylaws, and the president, or the chairman of the
board.

          Section 9. SECRETARY. The secretary shall keep or cause to be kept, at
the principal executive office or such other place as the board of directors may
direct, a book of minutes of all meetings and actions of directors, committees
of directors and shareholders, with the time and place of holding, whether
regular or special, and, if special, how authorized, the notice given, the names
of those present at directors' meetings or committee meetings, the number of
shares present or represented at shareholders' meetings, and the proceedings.

          The secretary shall keep, or cause to be kept, at the principal
executive office or at the office of the corporation's transfer agent or
registrar, as determined by resolution of the board of directors, a share
register, or a duplicate share register, showing the names of all shareholders
and their addresses, the number and classes of shares held by each, the number
and date of certificates issued for the same, and the number and date of
cancellation of every certificate surrendered for cancellation.

          The secretary shall give, or cause to be given, notice of all meetings
of the shareholders and of the board of directors required by the bylaws or by
law to be given, and he shall keep the seal of the corporation if one be
adopted, in safe custody, and shall have such other powers and perform such
other duties as may be prescribed by the board of directors or the bylaws.

          Section 10. CHIEF FINANCIAL OFFICER. The chief financial officer shall
keep and maintain, or cause to be kept and maintained, adequate and correct
books and records of accounts of the properties and business transactions of the
corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, retained earnings, and shares. The books
of account shall at all reasonable times be open to inspection by any director.

          The chief financial officer shall deposit all moneys and other
valuables in the name and to the credit of the corporation with such
depositaries as may be designated by the


                                       14



board of directors. He shall disburse the funds of the corporation as may be
ordered by the board of directors, shall render to the president and directors,
whenever they request it, an account of all of his transactions as chief
financial officer and of the financial condition of the corporation, and shall
have other powers and perform such other duties as may be prescribed by the
board of directors or the bylaws.

          If required by the board of directors the chief financial officer
shall give the corporation a bond in the amount and with the surety or sureties
specified by the board for faithful performance of the duties of his office and
for restoration to the corporation of all its books, papers, vouchers, money,
and other property of every kind in his possession or under his control on his
death, resignation, retirement or removal from office.

          Section 11. REIMBURSEMENT OF DISALLOWED PAYMENTS. Any payments made to
an officer, director, or employee of the corporation, including without
limitation salary payments, commissions, bonuses, interest payments, or
reimbursements for business or entertainment expenses incurred by him, that
shall be disallowed for federal or state income tax purposes in whole or in part
as a deductible expense of the corporation, shall be reimbursed to the
corporation by such officer, director, or employee to the full extent of the
disallowance within ninety (90) days after the corporation has been notified of
the disallowed amount. It shall be the duty of the board of directors to enforce
payment of each amount disallowed. In lieu of payment by the officer, director,
or employee, the board of directors of the corporation may withhold up to fifty
percent (50%) of any future salary payments or other payments due such officer,
director, or employee until the amount owed the corporation has been recovered.

                                   ARTICLE VI.
                     INDEMNIFICATION OF DIRECTORS, OFFICERS,
                           EMPLOYEES AND OTHER AGENTS

          Section 1. AGENTS, PROCEEDINGS, AND EXPENSES. For the purposes of this
Article, "agent" means any person who is or was a director, officer, employee,
or other agent of this corporation, or is or was serving at the request of this
corporation as a director, officer, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust or other enterprise, or
was a director, officer, employee, or agent of a foreign or domestic corporation
which was a predecessor corporation of this corporation or of another enterprise
at the request of such predecessor corporation; "proceeding" means any
threatened, pending or completed action or proceeding, whether civil, criminal,
administrative, or investigative; and "expenses" includes, without limitation,
attorneys' fees and any expenses of establishing a right to indemnification
under Section 5 or 6(d) of this Article.

          Section 2. ACTIONS OTHER THAN BY THE CORPORATION. This corporation may
indemnify any person who was or is a party, or is threatened to be made a party,
to any proceeding (other than an action by or in the right of this corporation)
by reason of the fact that such person is or was an agent of this corporation,
against expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with such


                                       15



proceeding if that person acted in good faith and in a manner that person
reasonably believed to be in the best interests of this corporation and its
shareholders and, in the case of a criminal proceeding, had no reasonable cause
to believe the conduct of that person was unlawful. The termination of any
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which the person reasonably
believed to be in the best interests of this corporation or its shareholders or
that the person had reasonable cause to believe that the person's conduct was
unlawful.

          Section 3. ACTIONS BY THE CORPORATION. This corporation may indemnify
any person who was or is a party, or is threatened to be made a party, to any
threatened, pending or completed action by or in the right of this corporation
to procure a judgment in its favor by reason of the fact that person is or was
an agent of this corporation, against expenses actually and reasonably incurred
by that person in connection with the defense or settlement of that action if
that person acted in good faith, in a manner that person believed to be in the
best interests of this corporation and its shareholders. No indemnification
shall be made under this Section 3:

          (a) In respect of any claim, issue or matter as to which that person
shall have been adjudged to be liable to this corporation in the performance of
that person's duty to this corporation and its shareholders, unless and only to
the extent that the court in which that action was brought shall determine upon
application that, in view of all the circumstances of the case, that such person
is fairly and reasonably entitled to indemnity for the expenses, and then only
to the extent that the court shall determine;

          (b) of amounts paid in settling or otherwise disposing of a pending
action without court approval; or

          (c) of expenses incurred in defending a pending action of which is
settled or otherwise disposed of without court approval.

          Section 4. FURTHER INDEMNIFICATION BY AGREEMENT. Notwithstanding the
foregoing provisions of this Article, the corporation may provide for further
indemnification of an agent of the corporation against liability for breach of
duty to the corporation and its shareholders by:

          (a) agreement with such agent;

          (b) vote of the shareholders other than the proposed indemnitee, or

          (c) vote of the disinterested directors of the corporation.

          Notwithstanding anything in this Section 4 to the contrary, no
indemnification of such agent may be made (i) for any acts, omissions or
transactions from which a director may not be relieved of liability as set forth
in the exceptions to paragraph (a) (10) of Section 204 of the


                                       16



California Corporations Code, or (ii) as to circumstances in which indemnity is
expressly prohibited by Section 317 of the California Corporations Code.

          Section 5. SUCCESSFUL DEFENSE BY AGENT. To the extent that an agent of
this corporation has been successful on the merits in defense of any proceeding
referred to in Sections 2 or 3 of this Article, or in defense of any claim,
issue or matter therein, the agent shall be indemnified against expenses
actually and reasonably incurred by the agent in connection therewith.

          Section 6. REQUIRED APPROVAL. Except as provided in Sections 4 and 5
of this Article, any indemnification under this Article shall be made by this
corporation only if authorized in the specific case on a determination that
indemnification of the agent is proper in the circumstances because the agent
has met the applicable standard of conduct set forth in Sections 2 or 3 of this
Article, by:

          (a) a majority vote of a quorum consisting of directors who are not
parties to the proceeding;

          (b) if such a quorum of directors is not obtainable, by independent
legal counsel in a written opinion;

          (c) approval by the affirmative vote of a majority of the shares of
this corporation entitled to vote represented at a duly held meeting at which a
quorum is present or by the written consent of holders of a majority of the
outstanding shares entitled to vote. For this purpose, the shares owned by the
person to be indemnified shall not be considered outstanding or entitled to vote
thereon; or

          (d) the court in which the proceeding is or was pending, on
application made by this corporation or the agent or the attorney or other
person rendering services in connection with the defense, whether or not such
application by the agent, attorney, or other person is opposed by this
corporation.

          Section 7. ADVANCE OF EXPENSES. Expenses incurred in defending any
proceeding may be advanced by this corporation before the final disposition of
the proceeding on receipt of an undertaking by or on behalf of the agent to
repay the amount of the advance if it shall be determined ultimately that the
agent is not entitled to be indemnified as authorized in this Article.

          Section 8. OTHER CONTRACTUAL RIGHTS. Nothing contained in this Article
shall affect any right to indemnification to which persons other than directors
and officers of this corporation or any subsidiary hereof may be entitled by
contract or otherwise.

          Section 9. LIMITATIONS. No indemnification or advance shall be made
under this Article, except as provided in Sections 4, 5, or 6(d), in any
circumstance where it appears:


                                       17



          (a) that it would be inconsistent with a provision of the articles, a
resolution of the shareholders, or an agreement in effect at the time of the
accrual of the alleged cause of action asserted in the proceeding in which the
expenses were incurred or other amounts were paid, which prohibits or otherwise
limits indemnification; or

          (b) that it would be inconsistent with any condition expressly imposed
by a court in approving a settlement.

          Section 10. INSURANCE. The board of directors may adopt a resolution
authorizing the corporation to purchase and maintain insurance on behalf of any
agent of the corporation against any liability asserted against or incurred by
the agent in such capacity or arising out of the agent's status as such, whether
or not this corporation would have the power to indemnify the agent against that
liability under the provisions of this Article. If any portion of the shares of
the company issuing such policies of insurance is owned by this corporation, the
corporation will comply with the requirements of Section 317 (i) of the
California Corporations Code.

          Section 11. CONTINUATION OF RIGHTS. The rights to indemnity under this
Article shall continue as to a person who has ceased to be a director, officer
or agent of the corporation and shall inure to the benefit of the heirs,
executors and administrators of that person.

          Section 12. FIDUCIARIES OF CORPORATE EMPLOYEE BENEFIT PLAN. This
Article does not apply to any proceeding against any trustee, investment
manager, or other fiduciary of an employee benefit plan in that person's
capacity as such, even though that person may also be an agent of the
corporation as defined in Section 1 of this Article. Nothing contained in this
Article shall limit any right to indemnification to which such a trustee,
investment manager, or other fiduciary may be entitled by contract or otherwise,
which shall be enforceable to the extent permitted by applicable law.

                                  ARTICLE VII.
                               RECORDS AND REPORTS

          Section 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER. The
corporation shall keep at its principal executive office, or at the office of
its transfer agent or registrar, if either be appointed and as determined by
resolution of the board of directors, a record of its shareholders, giving the
names and


                                       18



          The corporation shall also, on the written request of any shareholder,
mail to the shareholder a copy of the last annual, semi-annual, or quarterly
income statement which it has prepared, and a balance sheet as of the end of
that period.

          The income statements, statements of changes in financial position,
and balance sheet referred to in this section shall be accompanied by the
report, if any, of any independent accountants engaged by the corporation or the
certificate of an authorized officer of the corporation that the financial
statements were prepared without audit from the books and records of the
corporation.

          Section 7. ANNUAL STATEMENT OF GENERAL INFORMATION. As and when
required by the California General Corporation Law, the corporation shall file
with the Secretary of State of the State of California, on the prescribed form,
a statement setting forth the authorized number of directors, the names and
complete business or residence addresses of all incumbent directors, the names
and complete business or residence addresses of the chief executive officer,
secretary and chief financial officer, the street address of its principal
executive office or principal business office in this state, and the general
type of business constituting the principal business activity of the
corporation, together with a designation of the agent of the corporation for the
purpose of service of process.

                                  ARTICLE VIII.
                            GENERAL CORPORATE MATTERS

          Section 1. FISCAL YEAR. The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors.

          Section 2. RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING. For
purposes of determining the shareholders entitled to receive payment of any
dividend or other distribution or allotment of any rights or entitled to
exercise any rights in respect of any other lawful action (subject to the
provisions of Article II, Section 11 of these bylaws), the board of directors
may fix, in advance, a record date, which shall not be more than 60 days before
any such action, and in that case only shareholders of record on the date so
fixed are entitled to receive the dividend, distribution, or allotment of rights
or to exercise the rights, as the case may be, notwithstanding any transfer of
any shares on the books of the corporation after the record date so fixed,
except as otherwise provided in the California General Corporation Law, or by
agreement, or in the articles of incorporation.

          If the board of directors does not so fix a record date, the record
date for determining shareholders for any such purpose shall be at the close of
business on the day on which the board adopts the applicable resolution or the
60th day before the date of that action, whichever is later.

          Notwithstanding the above, income of the corporation attributable to
its practice of medicine while a shareholder is a disqualified person shall not
in any manner accrue to the benefit of that shareholder or his or her shares.


                                       19



          Section 3. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS. All checks,
drafts, or other orders for payment of money, notes, or other evidences of
indebtedness, issued in the name of or payable to the corporation, shall be
signed or endorsed by such person or persons and in such manner as, from time to
time, shall be determined by resolution of the board of directors.

          Section 4. CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The
board of directors, except as otherwise provided in these bylaws, may authorize
any officer or officers, agent or agents, to enter into any contract or execute
any instrument in the name of and on behalf of the corporation, and this
authority may be general or confined to specific instances; and, unless so
authorized or ratified by the board of directors or within the agency power of
an officer, no officer, agent, or employee shall have any power or authority to
bind the corporation by any contract or engagement or to pledge its credit or to
render it liable for any purpose or for any amount.

          Section 5. CERTIFICATES FOR SHARES. A certificate or certificates for
shares of the capital stock of the corporation shall be issued to each
shareholder when any of these shares are fully paid. In addition to the issuance
of fully paid share certificates, the board of directors may authorize the
issuance of certificates for shares as partly paid provided that these
certificates shall state the amount of the consideration to be paid for them and
the amount paid. All certificates shall be signed in the name of the corporation
by the chairman of the board or vice chairman of the board or the president or
vice president and by the chief financial officer or an assistant treasurer or
the secretary or any assistant secretary, certifying the number of shares and
the class or series of shares owned by the shareholder. Any or all of the
signatures on the certificate may be facsimile. In case any officer, transfer
agent, or registrar who has signed or whose facsimile signature has been placed
on a certificate shall have ceased to be that officer, transfer agent, or
registrar before that certificate is issued, it may be issued by the corporation
with the same effect as if that person were an officer, transfer agent, or
registrar at the date of issue.

          If the shares of the corporation are classified or if any class of
shares has two or more series, there shall appear on the certificate one of the
following: (a) a statement of the rights, preferences, privileges and
restrictions granted to or imposed upon each class or series of shares
authorized to be issued and upon the holders thereof; (b) a summary of such
rights, preferences, privileges and restrictions with reference to the
provisions of the articles of incorporation and any Certificate of Determination
establishing the same; (c) a statement setting forth the office or agency of the
corporation from which shareholders may obtain, upon request and without charge,
a copy of the statement referred to in (a) above.

          There shall also appear on the certificate the statements required by
all of the following clauses to the extent applicable: (1) the fact that the
shares are subject to restrictions upon transfer; (2) if the shares are
assessable or are not fully paid, a statement that they are assessable or, on
partly paid shares, the total amount of the consideration to be paid therefor
and the amount paid thereon; (3) the fact that the shares are subject to a close
corporation voting agreement or an irrevocable proxy or restrictions upon voting
rights contractually imposed by the


                                       20



corporation; (4) the fact that the shares are redeemable; and (5) the fact the
shares are convertible and the period for conversion, following the form of the
legend set forth in the California General Corporation Law.

          When the articles of incorporation are amended in any way affecting
the statements contained in the certificates for outstanding shares, or it
becomes desirable for any reason, in the discretion of the board of directors,
to cancel any outstanding certificate for shares and issue a new certificate
therefor conforming to the rights of the holder, the board of directors may
order any holders of outstanding certificates for shares to surrender and
exchange them for new certificates within a reasonable time to be fixed by the
board of directors.

          Section 6. LEGEND CONDITION. The share certificates of this
corporation shall bear a legend setting forth the restrictions on the share
ownership and transfer required by law, including the Professional Corporations
Regulations adopted from time to time by the Medical Board of California.

          Section 7. LOST CERTIFICATES. Except as provided in this Section 7, no
new certificates for shares shall be issued to replace an old certificate unless
the latter is surrendered to the corporation and canceled at the same time. The
board of directors may, in case any share certificate or certificate for any
other security is lost, stolen, or destroyed, authorize the issuance of a
replacement certificate on such terms and conditions as the board may require,
including provision for indemnification of the corporation secured by a bond or
other adequate security sufficient to protect the corporation against any claim
that may be made against it, including any expense or liability, on account of
the alleged loss, theft, or destruction of the certificate or the issuance of
the replacement certificate.

          Section 8. REPRESENTATION OF SHARES OF OTHER CORPORATION. All stock of
other corporations owned or held by the corporation for itself, or for other
parties in any capacity, shall be voted, and all proxies with respect thereto
shall be executed by the person authorized so to do by resolution of the board
of directors or in absence of such authorization, by the chairman of the board
or by the president or by any vice president.

          Section 9. CONSTRUCTION AND DEFINITIONS. Unless the context requires
otherwise, the general provisions, rules of construction, and definitions in the
California General Corporation Law shall govern the construction of these
bylaws, except when such provisions are in conflict with the Moscone-Knox
Professional Corporation Act. Without limiting the generality of the above, the
masculine gender includes the feminine and neuter, the singular number includes
the plural, the plural number includes the singular, and the term "person"
includes both a corporation and a natural person.

          "Licensed person" shall mean any natural person who is duly licensed
under the provisions of the Business and Professions Code to render the same
professional services as are or will be rendered by this corporation.


                                       21



          "Disqualified person" shall mean a licensed person who for any reason
becomes legally disqualified (temporarily or permanently) to render the
professional services which this corporation is or was rendering.

          "Approved by (or approval of) outstanding shares" shall mean approved
by the affirmative vote of a majority of the out-standing shares entitled to
vote. Such approval shall include the affirmative vote of a majority of the
outstanding shares of each class or series entitled, by any provision of the
articles or the California General Corporation Law, to vote as a class or series
on the subject matter being voted upon and shall also include the affirmative
vote of such greater proportion (including all) of the outstanding shares of any
class or series if such greater proportion is required by the articles or the
California General Corporation Law.

          "Approved by (or approval of) the shareholders" shall mean approved or
ratified by the affirmative vote of a majority of the shares entitled to vote
represented at a duly held meeting at which a quorum is present (which shares
voted affirmatively also constitute at least a majority of the required quorum)
or by the written consent of shareholders or by the affirmative vote or written
consent of such greater proportion (including all) of the shares of any class or
series as may be provided in the articles or the California General Corporation
Law for all or any specified shareholder action.

                                   ARTICLE IX.
                                   AMENDMENTS

          Section 1. AMENDMENT BY SHAREHOLDERS. New bylaws may be adopted or
these bylaws may be amended or repealed by approval of the outstanding shares,
or their proxies, or by the written assent of these persons; provided, however,
that if the articles of incorporation of the corporation set forth the number of
authorized directors of the corporation, the authorized number of directors may
be changed only by an amendment of the articles of incorporation; and provided
further, that a bylaw or amendment of the articles reducing the number or the
minimum number of directors to a number less than five (5) cannot be adopted if
the votes cast against its adoption at a meeting or the shares not consenting in
the case of action by written consent are equal to more than 16 2/3% of the
outstanding shares entitled to vote.

          Section 2. AMENDMENT BY DIRECTORS. Subject to the right of
shareholders under Section 1 of this Article IX, bylaws other than a bylaw
fixing or changing the authorized number of directors may be adopted, amended,
or repealed by the board of directors. However, if the articles of incorporation
or bylaws adopted by the shareholders provide for an indefinite number of
directors within specified limits, the directors may adopt or amend a bylaw
fixing the exact number of directors within those limits.


                                       22



                            CERTIFICATE OF SECRETARY
                                       OF
                      HELIX PHYSICIANS MEDICAL GROUP, INC.

          The undersigned hereby certifies that:

          1. I am the duly elected, qualified and acting secretary of the
above-named California corporation.

          2. The foregoing bylaws are the duly adopted bylaws of the
corporation.

          3. Pursuant to the action of the Board of Directors at its
organizational meeting on March 31, 1994, the annual meeting of the shareholders
shall be at 7:00 p.m. on the second Wednesday in March, and the corporation's
principal executive office shall be at 8300 Niessen Way, Fair Oaks, California.

          DATED: March 31, 1994.


                                             /s/ Daniel Rosen
                                             -----------------------------------
                                             Daniel Rosen, M.D., Secretary

EX-3.272

                                                                   Exhibit 3.272

                          CERTIFICATE OF INCORPORATION
                                       OF
                              STAT HEALTHCARE, INC.

     I, the undersigned, for the purpose of incorporating and organizing a
corporation under the General Corporation Law of the State of Delaware, do
hereby certify as follows:

     FIRST: The name of the corporation (hereinafter called the "Corporation")
is STAT Healthcare, Inc.

     SECOND: The address of the Corporation's registered office in the State of
Delaware is The Corporation Trust Company, 1209 Orange Street, City of
Wilmington, County of New Castle. The name of the Corporation's registered agent
at such address is The Corporation Trust Company.

     THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

     FOURTH: The number of shares which the Corporation is authorized to have
outstanding is 10,000,000 shares of Common Stock, $0.01 par value per share.

     FIFTH: The name and mailing address of the incorporator is Carmelo M.
Gordian, 620 Congress Ave., Suite 320, Austin, Texas 78701

     SIXTH:

     A. The names and mailing addresses of the persons who are to serve as
directors of the Corporation until the first annual meeting of stockholders or
until their successors are elected and qualified are as follows:

     W.H. Rice, M.D.            Victor M. Miranda, M.D.
     2800 Garth Road, Suite J   2800 Garth Road, Suite J
     Baytown, Texas 77521       Baytown, Texas 77521

     Ned E. Chapman
     2800 Garth Road, Suite J
     Baytown, Texas 77521

     B. Except as otherwise fixed by or pursuant to the terms of any class or
series of capital stock of the Corporation entitled to a preference over the
Common Stock as to dividends or upon liquidation, the number, qualification,
terms of office, manner of election, time and place of meeting, compensation,
powers and duties of the directors shall be fixed from time to time by or
pursuant to the By-Laws.



     SEVENTH: In furtherance and not in limitation of the powers conferred upon
it by law, the Board of Directors is expressly authorized to :

     A. Adopt any By-Laws a majority of the entire Board of Directors may deem
necessary or desirable for the efficient conduct of the affairs of the
Corporation, including, but not limited to, provisions governing the conduct of,
and the matters which may properly be brought before, meetings of the
stockholders and provisions specifying the manner and extent to which prior
notice shall be given of the submission of proposals to be considered at any
such meeting or of nominations for the election of directors to be held at any
such meeting; and

     B. Repeal, alter or amend the By-laws by the vote of a majority of the
entire Board of Directors.

     EIGHTH: In addition to any requirements of law and any other provisions of
this Certificate of Incorporation or the terms of any series of Preferred Stock
or any other securities of the Corporation (and notwithstanding the fact that a
lesser percentage may be specified by law, this Certificate of Incorporation or
any such terms), the affirmative vote of the holders of a majority in interest
of the combined voting power of the then outstanding shares of capital stock of
the Corporation entitled to vote generally in an annual election (the "Voting
Stock"), voting together as a single class, shall be required to:

     A. Remove a director without cause (for purposes of this Article EIGHTH
"cause" shall mean the willful and continuous failure of a director to
substantially perform such director's duties to the Corporation, other than any
such failure resulting from incapacity due to physical or mental illness, or the
willful engaging by a director in misconduct injurious to the Corporation);

     B. Except as provided in Subsection B of Article SEVENTH above, adopt,
amend, alter or repeal any provision of the By-laws;

     C. Amend, alter or repeal or adopt any provision inconsistent with Articles
SIXTH, SEVENTH, or this Article EIGHT; and

     D. Amend, alter or repeal or adopt any provisions inconsistent with any
provision, other than Articles SIXTH, SEVENTH, or this Article EIGHTH contained
in this Certificate of Incorporation, unless otherwise approved by a majority of
the entire Board of Directors.

     NINTH: The Corporation reserves the right at any time and from time to time
to amend, alter, change or repeal any provision contained in this Certificate of
Incorporation, and other provisions authorized by the laws of the State of
Delaware at the time in force may be added or inserted, in the manner now or
hereafter prescribed by law; and all rights, preferences and privileges of
whatsoever nature conferred upon stock holders, directors or any other persons
whomsoever by and pursuant to this Certificate of Incorporation in its present
form or as hereafter amended are granted subject to the right reserved in this
Article.


                                        2



     TENTH: No director shall be personally liable to the Corporation or its
stockholder(s) for monetary damages for any breach of fiduciary duty by such
director as a director. Notwithstanding the foregoing sentence, a director shall
be liable to the extent provided by applicable law (i) for breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) pursuant to Section 174 of the General
Corporation Law of the State of Delaware, or (iv) for any transaction from which
the director derived an improper personal benefit. No amendment to or repeal of
the Article shall apply to or have any effect on the liability or alleged
liability of any director of the Corporation for or with respect to any acts or
omissions of such director occurring prior to such amendment or repeal.

     IN WITNESS WHEREOF, I, the undersigned, being the incorporator hereinabove
named, do hereby execute this Certificate of Incorporation this 27th day of
July, 1994.


                                        /s/ Carmelo M. Gordian
                                        -------------------------------------
                                        CARMELO M. GORDIAN,


                                        by /s/ X
                                           -------------------------------------


                                        3




                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                              STAT HEALTHCARE, INC.

     STAT Healthcare, Inc., a Corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

     FIRST: That the Board of Directors of STAT Healthcare, Inc., (the
"Corporation") by the unanimous written consent of its members, filed with the
minutes of the board, duly adopted resolutions setting forth a proposed
amendment to the Certificate of Incorporation of said Corporation, declaring
said amendment to be advisable and calling a meeting of the stockholders of said
Corporation for consideration thereof. The resolution setting forth the proposed
amendment is as follows:

     RESOLVED, That the Certificate of Incorporation of this Corporation be
     amended by changing the Fourth Article thereof so that, as amended said
     Article shall be and read as follows:

          "The number of shares which the Corporation is authorized to have
     outstanding is 11,000,000 shares, consisting of 1,000,000 shares of Serial
     Preferred Stock of a par value of $0.01 per share (hereinafter called the
     "Serial Preferred Stock") and 10,000,000 shares of Common Stock of a par
     value of $0.01 per share (hereinafter called "Common Stock").

The express terms of the shares of each class are as follows:

                                   DIVISION A
                   EXPRESS TERMS OF THE SERIAL PREFERRED STOCK

     The Serial Preferred Stock may be issued from time to time in one or more
series. All shares of Serial Preferred Stock shall be of equal rank and shall be
identical, except in respect of the matters that may be fixed by the Board of
Directors as hereinafter provided, and each share of each series shall be
identical with all other shares of such series, except as to the date from which
dividends are cumulative. The Board of Directors of the Corporation (the "Board
of Directors") is expressly authorized to provide for the issuance of all or any
of the shares of Preferred Stock in one or more series, and to fix the number of
shares and to determine or (so long as no shares of such series are then
outstanding) alter for each such series, such voting powers, full or limited, or
no voting powers, and such designations, preferences, and relative,
participating, optional, or other rights and such qualifications, limitations,
or restrictions thereof, as shall be stated and expressed in the resolution or
resolutions adopted by the Board of Directors


                                        4



providing for the issue of such shares (a "Preferred Stock Designation") and as
may be permitted by the General Corporation Law of the State of Delaware. The
Board of Directors is also expressly authorized to increase or decrease (but not
below the number of shares of such series then outstanding) the number of shares
of any series of Preferred Stock subsequent to the issue of shares of that
series. In case the number of shares of any such series shall be so decreased,
the shares constituting such decrease shall resume the status that they had
prior to the adoption of the resolution originally fixing the number of shares
of such series.

                                   DIVISION B
                        EXPRESS TERMS OF THE COMMON STOCK

               The Common Stock shall be subject to the prior and superior
     rights of the Serial Preferred Stock and of any series thereof. Each share
     of Common Stock shall be equal to every other share of Common Stock, The
     holders of shares of Common Stock shall be entitled to one vote for each
     share of such stock upon all matters presented to the shareholders".

     SECOND: That thereafter, pursuant to resolution of its Board of Directors
and upon the written waiver of the call and notice of time and place of the
special meeting of the stockholders of said Corporation in accordance with
Section 228, such stockholders unanimously consented to the amendment.

     THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

     IN WITNESS WHEREOF, said STAT Healthcare, Inc. has caused this Certificate
to be signed by Victor M. Miranda, M.D., its President, and attested by Ned E.
Chapman, its Secretary, this 13th day of September, 1994.

                                        STAT HEALTHCARE, INC.


                                        By: /s/ Victor M. Miranda, M.D.
                                            ------------------------------------
                                            Victor M. Miranda, M.D., President


ATTEST:


By:./s/ N.E. Chapman
   ----------------------------------
Ned E. Chapman, Secretary


                                        5



              CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES
                     OF SERIES A CONVERTIBLE PREFERRED STOCK

     The undersigned, Victor M. Miranda, M.D., does hereby certify:

     (a) that he is, and at all times mentioned herein was, the duly elected
President of STAT Healthcare, Inc., a Delaware corporation (the "Corporation");

     (b) that the Corporation's Certificate of Incorporation filed July 29, 1994
(the "Certificate of Incorporation") authorizes the Board of Directors to adopt
resolutions fixing the rights, preferences, restrictions and other matters of
any wholly unissued series of Preferred Stock; and

     (c) the Board of Directors adopted the following resolutions at a meeting
held on September 13th, 1994:

     WHEREAS, the Certificate of Incorporation authorizes a class of stock
designated Preferred Stock (the "Preferred Stock"), comprising 1,000,000 shares,
par value $.01 per share; provides that such Preferred Stock may be issued from
time to time in one or more series; and vests authority in the Board of
Directors of the Corporation, within the limitations and restrictions stated in
Article Four of the Certificate of Incorporation, to fix or alter the voting
powers, designations, preferences and relative participating, optional or other
special rights, rights and terms of redemption, the redemption price or prices
and the liquidation preferences of any wholly unissued series of Preferred Stock
within the limitations set forth in the Delaware General Corporation Law; and

     WHEREAS, the Corporation heretofore has not filed with the Secretary of the
State of Delaware a "Certificate of Designation of Rights and Preferences of
Preferred Stock" with respect to any shares of the Corporation's authorized but
unissued Preferred Stock; and

     WHEREAS, based on the foregoing, there remains the full 1,000,000 shares of
the Corporation's authorized but unissued Preferred Stock eligible for
designation by the Corporation with respect to new series thereof; and

     WHEREAS, the Corporation proposes to issue up to 74,000 shares of a new
series of Preferred Stock (the "Offering"); and

     WHEREAS, it is the desire of the Board of Directors to designate a Series A
Preferred Stock and to fix the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof in connection with the
Offering;


                                        6



     NOW, THEREFORE, BE IT RESOLVED, that 74,000 shares of authorized but
unissued Preferred Stock be designated Series A Convertible Preferred Stock and
that the Series A Convertible Preferred Stock have the rights, preferences,
privileges and restrictions as follows:

                            Series A Preferred Stock

     Part 1. Dividends.

     1A. The holders of Series A Convertible Preferred Stock shall be entitled
to receive dividends as and if declared by the Board of Directors of the
Company.

     Part 2. Liquidation Preference

     2A. In the event of any liquidation, dissolution or winding up of the
Corporation, either voluntary or involuntary:

          (i) The holders of the Series A Convertible Preferred Stock shall be
entitled to receive, prior and in preference to any distribution of any of the
assets or surplus funds of the Corporation to the holders of the Common Stock by
reason of their ownership thereof, an amount for each share of Series A
Convertible Preferred Stock then held by them equal to $5.00 (as adjusted for
any stock dividends, combinations or splits with respect to such shares) plus
accrued or declared but unpaid dividends on the Series A Convertible Preferred
Stock. If upon the occurrence of such event, the assets and funds thus
distributed among the holders of the Series A Convertible Preferred Stock shall
be insufficient to permit the payment to such holders of such full preferential
amount, then the entire assets and funds of the Corporation legally available
for distribution shall be distributed ratably among the holders of the Series A
Convertible Preferred Stock in proportion to the shares of Series A Convertible
Preferred Stock then held by them;

          (ii) Subject to the payment in full of the liquidation preference with
respect to the Series A Convertible Preferred Stock as provided in subparagraph
(i) above, the remaining assets and surplus funds of the Corporation shall be
distributed among holders of Common Stock, ratably in proportion to the shares
of Common Stock then held by them;

     2B. For the purposes of this part 2, a "liquidation" shall include:

          (i) a consolidation or merger of the Corporation with or into any
other corporation, or any other entity or person, other than a wholly-owned
subsidiary of the Corporation, excluding any transaction in which stockholders
of the Corporation prior to the transaction will maintain voting control of the
resulting entity after the transaction:

          (ii) any corporate reorganization in which the Corporation shall not
be the continuing or surviving entity resulting from such reorganization;

          (iii) a sale of all or substantially all of the assets of the
Corporation; or


                                        7



          (iv) any transaction approved by the stockholders of the Corporation
in which more than 50 percent of the outstanding stock of the Corporation (on an
as-if converted basis) is exchanged in any 90-day period;

such that the holders of Series A Convertible Preferred Stock shall be paid
(unless such payment is waived by the holders of not less than a majority of the
outstanding shares of Series A Convertible Preferred Stock, voting as a class)
in cash or in securities received from the acquiring corporation, or in a
combination thereof, at the closing of any such transaction, an amount equal to
the amount per share which would be payable to the holders of Series A
Convertible Preferred Stock pursuant to this part 2 in a liquidation of the
Corporation.

     2C. The Corporation shall give each holder of record of Series A
Convertible Preferred Stock written notice of such impending transaction not
later than 20 days prior to the stockholders meeting called to approve such
transaction or 20 days prior to the closing of such transaction, whichever is
earlier, and shall also notify such holders in writing of the final approval of
such transaction. The first of said notices shall describe the material terms
and conditions of the contemplated transaction as well as the terms and
conditions of this part 2, and the Corporation shall thereafter give such
holders prompt notice of any material changes. The transaction shall in no event
take place sooner than 20 days after the mailing by the Corporation of the first
notice provided for herein or sooner than 20 days after the mailing by the
Corporation of any notice of material changes provided for herein; provided,
however, that such periods may be shortened upon the written consent of the
holders of not less than 50 percent of the outstanding Series A Convertible
Preferred Stock, voting as a class.

     Part 3. Redemptions.

     The Series A Convertible Preferred Stock shall not be subject to
redemption.

     Part 4. Voting Rights.

     Each holder of shares of Series A Convertible Preferred Stock shall be
entitled to the number of votes equal to the number of shares of Common Stock
into which such shares of Series A Convertible Preferred Stock could be
converted and shall have voting rights and powers equal to the voting rights and
powers of the Common Stock (except as otherwise expressly provided in this
Certificate of Incorporation or as required by law, voting together as a single
class) and shall be entitled to notice of any stockholders' meeting in
accordance with the Bylaws of the Corporation. Fractional votes shall not,
however, be permitted and any fractional votes resulting from the above formula
shall be rounded to the nearest whole number (with one-half being rounded
upward).

     Part 5. Conversion.

     The holders of Series A Convertible Preferred Stock shall have conversion
rights as follows (the "Conversion Rights"):


                                        8



     5A. Right to Convert.

     Subject to the provisions of paragraph 5C, each share of Series A
Convertible Preferred Stock shall be convertible, at the option of the holder
thereof, at any time after the date of issuance of such share, at the office of
the Corporation or any transfer agent for such share, into 20 shares of fully
paid and nonassessable shares of Common Stock. The initial Series A Conversion
Price shall be $0.25 per share; provided, however, that such Conversion Price
shall be subject to adjustment as set forth below.

     5B. Automatic Conversion.

     (i) Each share of Series A Convertible Preferred Stock shall automatically
be converted into 20 shares of Common Stock at the then effective Series A
Conversion Price immediately upon the closing of the sale of the Corporation's
Common Stock in a firm commitment, underwritten public offering registered under
the Securities Act of 1933, as amended (the "Securities Act"), (other than a
registration relating solely to a transaction under Rule 145 under the
Securities Act (or any successor thereto) or to an employee benefit plan of the
Corporation), (a) at a public offering price (prior to underwriters commissions
and expenses) per share of Common Stock (appropriately adjusted for subdivisions
and combinations of shares of Common Stock and dividends on Common Stock payable
in shares of Common Stock) equal to or exceeding $5.00 per share and (b) the
aggregate dollar amount (before deduction for underwriters commissions and
expenses relating to the issuance) of which offering equals or exceeds
$5,000,000 (in the event of which offering, the person(s) entitled to receive
Common Stock issuable upon such conversion of Series A Convertible Preferred
Stock shall not be deemed to have converted that Series A Convertible Preferred
Stock until immediately prior to the closing of such offering).

     (ii) Each share of Series A Convertible Preferred Stock shall automatically
be converted into shares of Common Stock at the then effective Series A
Conversion Price immediately upon the vote of the holders of a majority of the
outstanding Series A Convertible Preferred Stock, voting as a class.

     5C. Mechanics of Conversion. Before any holder of Series A Convertible
Preferred Stock shall be entitled to convert the same into shares of Common
Stock, such holder shall surrender the certificate or certificates thereof, duly
endorsed, at the office of the Corporation or of any transfer agent for such
shares, and shall give written notice to the Corporation at such office that he
elects to convert the same and shall state therein the name or names in which
the certificate or certificates for shares of Common Stock are to be issued. The
Corporation shall, as soon as practicable thereafter, issue and deliver at such
office to such holder of Series A Convertible Preferred Stock a certificate or
certificates for the number of shares of Common Stock to which the holder shall
be entitled as aforesaid. Such conversion shall be deemed to have been made
immediately prior to the close of business on the date of surrender of the
shares of Series A Convertible Preferred Stock to be converted, and the person
or persons entitled to receive the shares of Common Stock issuable upon such
conversion shall be treated for all purposes as the record holder or holders of
such shares of Common Stock on such date. In the event of an automatic
conversion, the Board of Directors may elect to treat the conversion of the


                                        9



shares of Series A Convertible Preferred Stock as having been made effective as
of the date of the event resulting in the automatic conversion.

     5D. Adjustments to Conversion Price for Dilutive Issues.

          (i) Special Definitions. For purposes of this paragraph 5D, the
following definitions apply:

               (a) "Options" shall mean rights, options, or warrants to
subscribe for, purchase or otherwise acquire either Common Stock or Convertible
Securities.

               (b) "Convertible Securities" shall mean any evidences of
indebtedness, shares (other than Common Stock, or Series A Convertible Preferred
Stock) or other securities convertible into or exchangeable for Common Stock.

               (c) "Additional Shares of Common Stock" shall mean all shares of
Common Stock issued (or, pursuant to 5D(iii), deemed to be issued) by the
Corporation after the Series A Original Issue Date other than shares of Common
Stock issued or issuable:

                    (1) upon conversion of shares of the Series A Convertible
Preferred Stock;

                    (2) to officers, directors or employees of, or consultants
to, the Corporation, on terms approved by the Board of Directors;

                    (3) as a dividend or distribution on Series A Convertible
Preferred Stock;

                    (4) pursuant to a transaction for which adjustment of the
Series A Conversion Price is made pursuant to paragraph 5D(vi); or

                    (5) pursuant to the acquisition of another corporation by
merger, purchase of all or substantially all of the assets of such corporation
or reorganization.

          (ii) No Adjustment of Conversion Price. No adjustment in the Series A
Conversion Price of a particular share of Series A Convertible Preferred Stock
shall be made in respect of the issuance of Additional Shares of Common Stock
unless the consideration per share for an Additional Share of Common Stock
issued or deemed to be issued by the Corporation is less than the Series A
Conversion Price in effect on the date of, and immediately prior to such issue,
for such share of Series A Convertible Preferred Stock.

          (iii) Deemed Issue of Additional Shares of Common Stock. In the event
the Corporation at any time or from time to time after the Series A Original
Issue Date shall issue any Options or Convertible Securities or shall fix a
record date for the determination of holders of any class of securities then
entitled to receive any such Options or Convertible Securities, then the maximum
number of shares (as set forth in the instrument relating thereto without regard
to


                                       10



any provisions contained therein designed to protect against dilution) of Common
Stock issuable upon the exercise of such Options or, in the case of Convertible
Securities and Options therefor, the conversion or exchange of such Convertible
Securities, shall be deemed to be Additional Shares of Common Stock issued as of
the time of such issue or, in case such a record date shall have been fixed, as
of the close of business on such record date, provided that Additional Shares of
Common Stock shall not be deemed to have been issued unless the consideration
per share (determined pursuant to paragraph 5D(v) hereof) of such Additional
Shares of Common Stock would be less than the Series A Conversion Price in
effect on the date of and immediately prior to such issue, or such record date,
as the case may be, and provided further that in any such case in which
Additional Shares of Common Stock are deemed to be issued:

               (a) no further adjustments in the Series A Conversion Price shall
be made upon the subsequent issue of Convertible Securities or shares of Common
Stock upon the exercise of such Options or conversion or exchange of such
Convertible Securities;

               (b) if such Options or Convertible Securities by their terms
provide, with the passage of time or otherwise, for any increase in the
consideration payable to the Company, or decrease in the number of shares of
Common Stock issuable upon the exercise, conversion or exchange thereof, then
the Series A Conversion Price computed upon the original issue thereof (or upon
the occurrence of a record date with respect thereto), and any subsequent
adjustments based thereon, shall, upon any such increase or decrease becoming
effective, be recomputed to reflect such increase or decrease insofar as it
affects such Options or the rights of conversion or exchange under such
Convertible Securities (provided, however, that no such adjustment of the Series
A Conversion Price shall affect Common Stock previously issued upon conversion
of Series A Convertible Preferred Stock).

               (c) upon the expiration of any such Options or any rights of
conversion or exchange under such Convertible Securities which shall not have
been exercised, the Series A Conversion Price computed upon the original issue
thereof (or upon the occurrence of a record date with respect thereto), and any
subsequent adjustments based thereon, shall, upon such expiration, be recomputed
as if:

                    (1) in the case of Convertible Securities or Options for
Common Stock the only Additional Shares of Common Stock issued were the shares
of Common Stock, if any, actually issued upon the exercise of such Options or
the conversion or exchange of such Convertible Securities and the consideration
received therefor was the consideration actually received by the Corporation for
the issue of all such Options, whether or not exercised, plus the consideration
actually received by the Corporation upon such exercise, or for the issue of all
such Convertible Securities which were actually converted or exchanged, plus the
additional consideration, if any, actually received by the Corporation upon such
conversion or exchange, and

                    (2) in the case of Options for Convertible Securities, only
the Convertible Securities, if any, actually issued upon the exercise thereof
were issued at the time of issue of such Options and the consideration received
by the Corporation for the Additional Shares of Common Stock deemed to have been
then issued was the consideration actually


                                       11



received by the Corporation for the issue of all such Options, whether or not
exercised, plus the consideration deemed to have been received by the
Corporation (determined pursuant to paragraph 5D(v)) upon the issue of the
Convertible Securities with respect to which such Options were actually
exercised;

               (d) no adjustment of the conversion rate for the Series A
Preferred shall have the effect of increasing the Series A Conversion Price to
an amount which exceeds the lower of (1) the Series A Conversion Price on the
original adjustment date, or (2) the Series A Conversion Price that would have
resulted from any actual issuance of Additional Shares of Common Stock between
the original adjustment date and such readjustment date;

               (e) in the case of any Options which expire by their terms not
more than 30 days after the date of issue thereof, no adjustment of the Series A
Conversion Price shall be made, except as to shares of Series A Convertible
Preferred Stock converted during such period, until the expiration or exercise
of all such Options, whereupon such adjustment shall be made in the same manner
provided in clause (c) above; and

               (f) if any such record date shall have been fixed and such
Options or Convertible Securities are not issued on the date fixed thereof, the
adjustment previously made in the Series A Conversion Price which became
effective on such record date shall be cancelled as of the close of business on
such record date, and shall instead be made on the actual date of issuance, if
any.

          (iv) Adjustment of Conversion Price Upon Issuance of Additional Shares
of Common Stock. In the event the Corporation shall issue Additional Shares
(defined above) without consideration or for a consideration per share less than
the conversion price with respect to a series of Preferred Stock in effect
immediately prior to the issuance, then the conversion price for such series
shall be reduced concurrently with such issuance to a price equal to the
quotient obtained by dividing the total computed under clause (x) below by the
total computed under clause (y) below:

     (x) = an amount equal to the sum of

          (1) the aggregate purchase price received by the Company on the sale
of such series of Preferred Stock, plus

          (2) the aggregate consideration, if any, received by the Corporation
for all Additional Shares issued on or after the date of issuance of such series
of Preferred Stock (the "Purchase Date");

     (y) = an amount equal to the sum of

          (1) the aggregate purchase price of such series of Preferred Stock
divided by the Conversion Price for such shares in effect at the Purchase Date
for such series of Preferred Stock, plus


                                       12



          (2) the number of Additional Shares issued since the Purchase Date for
such series of Preferred Stock.

          (v) Determination of Consideration. For purposes of this paragraph 5D,
the consideration received by the Corporation for the issuance of any Additional
Shares of Common Stock shall be computed as follows:

               (a) Cash and Property. Such consideration shall:

                    (1) insofar as it consists of cash, be computed at the
aggregate amount of cash received by the Corporation excluding amounts paid or
payable for accrued interest or accrued dividends after deducting all
commissions and expenses paid and concessions and discounts allowed to
underwriters, dealers or others performing similar services in connection with
such issue;

                    (2) insofar as it consists of property other than cash, be
computed at the fair value thereof at the time of such issue, as determined in
good faith by the Board; and

                    (3) in the event Additional Shares of Common Stock are
issued together with other shares or securities or other assets of the
Corporation for consideration which covers both, be the proportion of such
consideration so received, computed as provided in clauses (1) and (2) above, as
determined in good faith by the Board of Directors.

               (b) Options and Convertible Securities. The consideration per
share received by the Corporation for Additional Shares of Common Stock deemed
to have been issued pursuant to paragraph 5D(iii), relating to Options and
Convertible Securities, shall be determined by dividing:

                    (1) the total amount, if any, received or receivable by the
Corporation as consideration for the issue of such Options or Convertible
Securities, plus the minimum aggregate amount of additional consideration (as
set forth in the instruments relating thereto, without regard to any provision
contained therein designed to protect against dilution) payable to the
Corporation upon the exercise of such Options or the conversion or exchange of
such Convertible Securities, or in the case of Options for Convertible
Securities, the exercise of such Option for Convertible Securities and the
conversion or exchange of such Convertible Securities; by

                    (2) the maximum number of shares of Common Stock (as set
forth in the instruments relating thereto, without regard to any provision
contained therein designed to protect against dilution) issuable upon the
exercise of such Options or the conversion or exchange of such Convertible
Securities.

     5E. Adjustments for Dividends, Combinations or Subdivisions of Common
Stock. In the event that the Corporation at any time or from time to time after
the Series A Original Issue Date shall declare or pay any dividend on the Common
Stock payable in Common Stock or in


                                       13



any right to acquire Common Stock, or shall effect a subdivision of the
outstanding shares of Common Stock into a greater number of shares of Common
Stock (by stock split, reclassification or otherwise), or in the event the
outstanding shares of Common Stock shall be combined or consolidated, by
reclassification or otherwise, into a lesser number of shares of Common Stock,
then the Conversion Prices of the Series A Convertible Preferred Stock in effect
immediately prior to such event shall, concurrently with the effectiveness of
such event, be proportionately decreased or increased, as appropriate.

     5F. Other Distributions. In the event the Corporation shall at any time or
from time to time make or issue, or fix a record date for the determination of
holders of Common Stock entitled to receive a dividend or other distribution
payable in securities of other persons, evidences of indebtedness issued by the
Corporation or any of its subsidiaries or other persons, assets (excluding cash
dividends) or Options or rights not referred to in paragraph 5D(iii), then in
each such event provision shall be made so that the holders of Series A
Convertible Preferred Stock shall receive, upon the conversion thereof, the
securities of the company which they would have received had their stock been
converted into Common Stock on the date of such event.

     5G. Other Adjustments. In case of any reorganization or any
reclassification of the capital stock of the Corporation, any consolidation,
merger or share exchange of the Corporation with or into another corporation or
corporations (other than a consolidation or merger deemed to be a liquidation,
dissolution or winding up of the Corporation as provided in paragraph 2B above),
each share of Series A Convertible Preferred Stock shall thereafter be
convertible into the number of shares of stock or other securities or property
(including cash) to which a holder of the number of shares of Common Stock
deliverable upon conversion of such share of Series A Convertible Preferred
Stock would have been entitled upon the record date of (or date of, if no record
date is fixed) such reorganization, reclassification, consolidation, merger or
share exchange; and, in any case appropriate adjustment (as determined by the
Board of Directors) shall be made in the application of the provisions herein
set forth with respect to the rights and interests thereafter of the holders of
Series A Convertible Preferred Stock to the end that the provisions set forth
herein shall thereafter be applicable, as nearly equivalent as is practicable,
in relation to any shares of stock or the securities or property (including
cash) thereafter deliverable upon the conversion of the shares of Series A
Convertible Preferred Stock.

     5H. No Impairment. The Corporation will not, by amendment of this
Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Corporation but will at
all times in good faith assist in the carrying out of all the provisions of this
part 5 and in the taking of all such action as may be necessary or appropriate
in order to protect the conversion right of the holders of the Series A
Convertible Preferred Stock against impairment.

     5I. Certificates as to Adjustments. Upon the occurrence of each adjustment
or readjustment of the Series A Conversion Price pursuant to this part 5, the
Corporation at its expense shall promptly compute such adjustment and prepare
and furnish to each holder of Series A Convertible Preferred Stock a certificate
setting forth such adjustment or readjustment


                                       14



and showing in detail the facts upon which such adjustment or readjustment is
based. The Corporation shall, upon the written request at any time of any holder
of the Series A Convertible Preferred Stock, furnish or cause to be furnished to
such holder a like certificate setting forth (i) such adjustments and
readjustments, (ii) the Series A Conversion Price at the time in effect, and the
number of shares of Common Stock and the amount, if any, of other property which
at the time would be received upon the conversion of the Series A Convertible
Preferred Stock.

     5J. Issue Taxes. The Corporation shall pay any and all issue and other
taxes that may be payable in respect of any issue or delivery of shares of
Common Stock on conversion of shares of Series A Convertible Preferred Stock
pursuant hereto; provided, however, that the Corporation shall not be obligated
to pay any transfer taxes resulting from any transfer requested by any holder in
connection with any such conversion.

     5K. Reservation of Stock Issuable Upon Conversion. The Corporation shall at
all times reserve and keep available out of its authorized but unissued shares
of Common Stock, solely for the purpose of effecting the conversion of the
shares of the Series A Convertible Preferred Stock, such number of its shares of
Common Stock as shall from time to time be sufficient to effect the conversion
of all outstanding shares of the Series A Convertible Preferred Stock; and if at
any time the number of authorized but unissued shares of Common Stock shall not
be sufficient to effect the conversion of all then outstanding shares of the
Series A Convertible Preferred Stock, the Corporation will take such corporate
action as may, in the opinion of its counsel, be necessary to increase its
authorized but unissued shares of Common Stock to such number of shares as shall
be sufficient for such purpose, including, without limitation, engaging in best
efforts to obtain the requisite stockholder approval of any necessary amendment
to this Certificate of Incorporation.

     5L. Fractional Shares. No fractional share shall be issued upon the
conversion of any share or shares of Series A Convertible Preferred Stock. All
shares of Common Stock (including fractions thereof) issuable upon conversion of
more than one share of Series A Convertible Preferred Stock by a holder thereof
shall be aggregated for purposes of determining whether the conversion would
result in the issuance of any fractional share. If, after such aggregation, the
conversion would result in the issuance of a fraction of a share of Common
Stock, the Corporation shall, in lieu of issuing any fractional share, pay the
holder otherwise entitled to such fraction a sum in cash equal to the fair
market value of such fraction on the date of conversion (as determined in good
faith by the Board of Directors of the Corporation).

     Part 6. Registration of Transfer.

     The Corporation will keep at its principal office a register for the
registration of shares of Series A Convertible Preferred Stock. Upon the
surrender of any certificate representing shares of Series A Convertible
Preferred Stock at such place, the Corporation will, at the request of the
record holder of such certificate, execute and deliver (at the Corporation's
expense) a new certificate or certificates in exchange therefor representing in
the aggregate the number of shares of Series A Convertible Preferred Stock
represented by the surrendered certificate. Each such new certificate will be
registered in such name and will represent such number of shares of Series A
Convertible Preferred Stock as is requested by the holder of the surrendered
certificate


                                       15



and will be substantially identical in form to the surrendered certificate, and
dividends will accrue on the shares of Series A Convertible Preferred Stock
represented by such new certificate from the date to which dividends have been
fully paid on such shares of Series A Convertible Preferred Stock represented by
the surrendered certificate.

     Part 7. Replacement.

     Upon receipt of evidence reasonably satisfactory to the Corporation (an
affidavit of the registered holder will be satisfactory) of the ownership and
the loss, theft, destruction or mutilation of any certificate evidencing shares
of Series A Convertible Preferred Stock, and in the case of any such loss, theft
or destruction, upon receipt of indemnity reasonably satisfactory to the
Corporation or, in the case of any mutilation, upon surrender of such
certificate the Corporation will (at its expense) execute and deliver in lieu of
such certificate a new certificate of like kind representing the number of
shares of Series A Convertible Preferred Stock represented by such lost, stolen,
destroyed or mutilated certificate, and dividends will accrue on the shares of
Series A Convertible Preferred Stock represented by such new certificate from
the date to which dividends have been fully paid on such lost, stolen, destroyed
or mutilated certificate.

     Part. 8. Definitions.

     "Common Stock" means, collectively, the Corporation's Common Stock, par
value $.01 per share, and any capital stock of any class of the Corporation
hereafter authorized which is not limited to a fixed sum or percentage of par or
stated value in respect to the rights of the holders thereof to participate in
dividends or in the distribution of assets upon any liquidation, dissolution or
winding up of the Corporation.

     "Person" means an individual, a partnership, a corporation, an association,
a joint stock company, a trust, a joint venture, an unincorporated organization
and a governmental entity or any department, agency or political subdivision
thereof.

     "Series A Original Issue Date" means September 11, 1994.

     "Subsidiary" means any corporation more than 50% of the outstanding voting
securities are owned by the Corporation or any Subsidiary, directly or
indirectly, or a partnership or limited liability company in which the
Corporation or any Subsidiary is a general partner or manager or holds interests
entitling it to receive more than 50% of the profits or losses of the
partnership or limited liability company.

     Part 9. Amendment and Waiver.

     No amendment, modification or waiver of this designation of Series A
Convertible Preferred Stock will be binding or effective with respect to any
provision of these terms without


                                       16



the prior written consent of the holders of a majority of the shares of Series A
Convertible Preferred Stock outstanding at the time such action is taken. No
change in the terms hereof may be accomplished by merger or consolidation of the
Corporation with another corporation unless the Corporation has obtained the
prior written consent of the holders of the applicable percentage of the shares
of Series A Convertible Preferred Stock then outstanding.

     Part 10. Notices.

     (i) Except as otherwise expressly provided, all notices referred to herein
will be in writing and will be delivered by registered or certified mail, return
receipt requested, postage prepaid and will be deemed to have been given when so
mailed (i) to the Corporation, at its principal executive offices and (ii) to
any stockholder, at such holder's address as it appears in the stock records of
the Corporation (unless otherwise indicated by any such holder).

     (ii) In the event of any taking by the Corporation of a record of the
holders of any class of securities for the purpose of determining the holders
thereof who are entitled to receive any dividend (other than a cash dividend) or
other distribution, any security or right convertible into or entitling the
holder thereof to receive Additional Shares of Common Stock, or any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right, the Corporation
shall mail to each holder of Series A Convertible Preferred Stock at least 20
days prior to the date specified therein, a notice specifying the date on which
any such record is to be taken, and the amount and character of such dividend,
distribution, security or right.

     The undersigned further certifies that the authorized number of shares of
Preferred Stock is 1,000,000, and that the number of shares of this series of
Preferred Stock, the Series A Convertible Preferred Stock, none of which has
been issued, is 74,000.

     IN WITNESS WHEREOF, STAT Healthcare, Inc. has caused this Certificate to be
executed by Victor M. Miranda, M.D., its President, and attested by Ned E.
Chapman, its Secretary, this 13th day of September, 1994.

                                         STAT HEALTHCARE, INC.


                                         By: /s/ Victor M. Miranda, M.D
                                             -----------------------------------
                                         Victor M. Miranda, M.D., President


ATTESTED:


By: /s/ N.E. Chapman
    ----------------------------------
    Ned E. Chapman, Secretary


                                       17



                              CERTIFICATE OF MERGER

                                     MERGING

                             STAT ACQUISITION CORP.

                                  WITH AND INTO

                              STAT HEALTHCARE, INC.

                                   ----------

            Pursuant to Section 251 of the General Corporation Law of
                              the State of Delaware

                                   ----------

     STAT Acquisition Corp., a Delaware corporation ("Merger Sub"), and STAT
Healthcare, Inc, a Delaware corporation ("Target"), DO HEREBY CERTIFY AS
FOLLOWS:

     FIRST: That Merger Sub was incorporated on March 15, 1996, pursuant to the
Delaware General Corporation Law (the "Delaware Law"), and that Target was
incorporated on July 29, 1994 pursuant to the Delaware Law.

     SECOND: That an Amended and Restated Agreement and Plan of Reorganization
(the "Reorganization Agreement"), dated as of March 15, 1996. among New STAT
Healthcare, Inc. a Delaware corporation, Merger Sub, Target, and the AmHealth
Entities named therein, setting forth the terms and conditions of the merger of
Merger Sub with and into Target (the "Merger"), has been approved, adopted,
certified, executed and acknowledged by each of the constituent corporations in
accordance with Section 251 of the Delaware Law.

     THIRD: That the name of the surviving corporation (the "Surviving
Corporation") is STAT Healthcare, Inc. which shall change its name to be Old
STAT, Inc.

     FOURTH: That the Certificate of Incorporation of Target, which shall
survive the Merger, shall be the Certificate of Incorporation of the Surviving
Corporation, except that Article First shall be amended to read as follows:

              "The name of the corporation shall be Old STAT, Inc."

     FIFTH: That an executed copy of the Reorganization Agreement is on file at
the principal place of business of the Surviving Corporation at the following
address:

              12450 Greenspoint Dr., Suite 1200
              Houston, TX 77060


                                       18



     SIXTH: That a copy of the Reorganization Agreement will be furnished by the
Surviving Corporation, on request and without cost, to any stockholder of any
constituent corporation.

     SEVENTH: That the Merger shall become effective upon the filing of this
Certificate of Merger with the Secretary of State of the State of Delaware.


                                       19



     IN WITNESS WHEREOF, each of Merger Sub and Target has caused this
Certificate of Merger to be executed in its corporate name this 24th day of
June, 1996.

                                        STAT ACQUISITION CORP.


                                        By: /s/ William H. Rice, M.D.
                                            ------------------------------------
                                        Name: William H. Rice, M.D.
                                        Title: President


ATTEST:


/s/ N.E. Chapman
- --------------------------------------
Secretary


                                        STAT HEALTHCARE, INC.


                                        By: /s/ Victor M. Miranda, M.D.
                                            ------------------------------------
                                        Name: Victor M. Miranda, M.D.
                                        Title: President


ATTEST:


/s/ N.E. Chapman
- --------------------------------------
Secretary


                                       20



                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                                 OLD STAT, INC.

     Old STAT, Inc., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware (the "Corporation"), DOES
HEREBY CERTIFY:

     FIRST: That the Board of Directors of the Corporation, at a duly noticed
meeting at which a quorum was present, adopted the following resolution:

     RESOLVED: That the Board of Directors hereby declares it advisable and in
the best interest of the Corporation that ARTICLE FOURTH of the Certificate of
Incorporation be amended to read in its entirety as follows:

     FOURTH: That number of shares of which the Corporation shall have authority
to have outstanding is three thousand (3,000) shares of Common Stock, $0.01 par
value per share.

     SECOND: That the said amendment has been consented to and authorized by the
holders of all of the issued and outstanding stock entitled to vote thereon by
written consent given in accordance with the provisions of Section 228 of the
General Corporation Law of the State of Delaware.

     THIRD: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Sections 242 and 228 of the General Corporation Law of
the State of Delaware.

     IN WITNESS WHEREOF, said corporation has caused this Certificate to be
signed by William George, its Vice President, and attested by, William George,
its Assistant Secretary, this 6th day of March, 1997.

                                         OLD STAT, INC.


                                         /s/ William George
                                         ---------------------------------------
                                         William George, Vice President


ATTEST:


/s/ William George
- --------------------------------------
William George, Secretary


                                       21



             CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
                             AND OF REGISTERED AGENT

It is hereby certified that:

     1. The name of the corporation (hereinafter called the "Corporation") is
OLD STAT, INC.

     2. The registered office of the Corporation within the State of Delaware is
hereby changed to 9 East Loockerman Street, City of Dover 19901, County of Kent.

     3. The registered agent of the Corporation within the State of Delaware is
hereby changed to National Registered Agents, Inc., the business office of which
is identical with the registered office of the corporation as hereby changed.

Signed on June 3, 1999


                                         /s/ Scott W. Roloff
                                         ---------------------------------------
                                         Scott Roloff, Secretary


                                       22



             CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
                             AND OF REGISTERED AGENT

It is hereby certified that:

     1. The name of the corporation (hereinafter called the "corporation") is
OLD STAT, INC.

     2. The registered office of the corporation within the State of Delaware is
hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808,
County of New Castle.

     3. The registered agent of the corporation within the State of Delaware is
hereby changed to Corporation Service Company, the business office of which is
identical with the registered office of the corporation as hereby changed.

     4. The corporation has authorized the changes hereinbefore set forth by
resolution of its Board of Directors.

Signed on January 29, 2003


"/s/" Robyn E. Bakalar
- --------------------------------------
Robyn E. Bakalar, Assistant Secretary


                                       23

EX-3.273

                                                                   Exhibit 3.273

                                     BYLAWS
                                       OF

                             STAT HEALTHCARE, INC.,
                             a Delaware corporation

                                    ARTICLE I
                                     OFFICES

Section 1. Registered Office. The registered office shall be at the office of
The Corporation Trust Company.

Section 2. Other Offices. The corporation may also have offices at such other
places both within and without the State of Delaware as the Board of Directors
may on an annual basis determine or the business of the corporation may require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

Section 1. Annual Meeting. An annual meeting of the stockholders for the
election of directors shall be held at such place either within or without the
State of Delaware as shall be designated on an annual basis by the Board of
Directors and stated in the notice of the meeting. Meetings of stockholders for
any other purpose may be held at such time and place, within or without the
State of Delaware, as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

Section 2. Notice of Annual Meeting. Written notice of the annual meeting
stating the place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than ten (10) nor more
than sixty (60) days before the date of the meeting.

Section 3. Voting List. The officer who has charge of the stock ledger of the
corporation shall prepare and make, or cause a third party to prepare and make,
at least ten (10) days before every meeting of stockholders, a complete list of
the stockholders entitled to vote at the meeting, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten (10) days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

Section 4. Special Meetings. Special meetings of the stockholders of this
corporation, for any purpose or purposes, unless otherwise prescribed by statute
or by the Certificate of



Incorporation, shall be called by the President or Secretary at the request in
writing of the President, a majority of the members of the Board of Directors or
holders of at least ten percent (10%) of the total voting power of all
outstanding shares of stock of this corporation then entitled to vote, and may
not be called absent such a request. Such request shall state the purpose or
purposes of the proposed meeting.

Section 5. Notice of Special Meetings. As soon as reasonably practicable after
receipt of a request as provided in Section 4 of this Article II, written notice
of a special meeting, stating the place, date (which shall be not less than ten
(10) nor more than sixty (60) days from the date of the notice) and hour of the
special meeting and the purpose or purposes for which the special meeting is
called, shall be given to each stockholder entitled to vote at such special
meeting.

Section 6. Scope of Business at Special Meeting. Business transacted at any
special meeting of stockholders shall be limited to the purposes stated in the
notice.

Section 7. Quorum. The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business, except as otherwise provided by statute or by the Certificate of
Incorporation, but in no event shall a quorum consist of less than one-third of
the shares entitled to vote and thus represented at such meeting. If, however,
such quorum shall not be present or represented at any meeting of the
stockholders, the chairman of the meeting or the stockholders entitled to vote
thereat, present in person or represented by proxy, shall have power to adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty (30) days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting as provided in Section 5 of this Article II.

Section 8. Qualifications to Vote. The stockholders of record on the books of
the corporation at the close of business on the record date as determined by the
Board of Directors and only such stockholders shall be entitled to vote at any
meeting of stockholders or any adjournment thereof.

Section 9. Record Date. The Board of Directors may fix a record date for the
determination of the stockholders entitled to notice of or to vote at any
stockholders' meeting and at any adjournment thereof, and to fix a record date
for any other purpose. The record date shall not be more than sixty (60) nor
less than ten (10) days before the date of such meeting. If no record date is
fixed by the Board of Directors, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given, or
if notice is waived, at the close of business on the day next preceding the day
on which the meeting is held. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.


                                       2



Section 10. Action at Meetings. When a quorum is present at any meeting, the
vote of the holders of a majority of the stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of
applicable law or of the Certificate of Incorporation, a different vote is
required, in which case such express provision shall govern and control the
decision of such question.

Section 11. Voting and Proxies. Unless otherwise provided in the Certificate of
Incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one (1) vote in person or by proxy for each share of the capital
stock having voting power held by such stockholder, but no proxy shall be voted
on after eleven (11) months from its date, unless the proxy provides for a
longer period. Each proxy shall be revocable unless expressly provided therein
to be irrevocable and unless it is coupled with an interest sufficient in law to
support an irrevocable power

Section 12. Nominations for Board of Directors. Nominations for election to the
Board of Directors must be made by the Board of Directors or by any stockholder
of any outstanding class of capital stock of the corporation entitled to vote
for the election of directors. Nominations, other than those made by the Board
of Directors of the corporation, must be preceded by notification in writing in
fact received by the Secretary of the corporation not less than sixty (60) days
prior to any meeting of stockholders called for the election of directors. Such
notification shall contain the written consent of each proposed nominee to serve
as a director if so elected and the following information as to each proposed
nominee and as to each person, acting alone or in conjunction with one or more
other persons as a partnership, limited partnership, syndicate or other group,
who participates or is expected to participate in making such nomination or in
organizing, directing or financing such nomination or solicitation of proxies to
vote for the nominee:

(a) the name, age, residence, address, and business address of each proposed
nominee and of each such person;

(b) the principal occupation or employment, the name, type of business and
address of the corporation or other organization in which such employment is
carried on of each proposed nominee and of each such person;

(c) the amount of stock of the corporation owned beneficially, either directly
or indirectly, by each proposed nominee and each such person; and

(d) a description of any arrangement or understanding of each proposed nominee
and of each such person with each other or any other person regarding future
employment or any future transaction to which the corporation will or may be a
party.

The presiding officer of the meeting shall have the authority to determine and
declare to the meeting that a nomination not preceded by notification made in
accordance with the foregoing procedure shall be disregarded.


                                       3



Section 13. Stockholder Proposals for Meetings. At any meeting of the
stockholders, only such business shall be conducted as shall be properly before
the meeting. To be properly before a meeting, business must be (a) specified in
the notice of meeting (or any supplement thereto) given by or at the direction
of the Board of Directors, (b) otherwise properly brought before the meeting by
or at the direction of the Board of Directors, or (c) otherwise properly brought
before the meeting by a stockholder. For business to be properly brought before
a meeting by a stockholder, the stockholder must have given timely notice
thereof in writing to the Secretary. To be timely, a stockholder's notice must
be delivered to or mailed and received at the principal place of business of the
corporation not less than thirty (30) days nor more than sixty (60) days prior
to the meeting; provided, however, that in the event that less than forty (40)
days notice or prior public disclosure of the date of the meeting is given or
made to stockholders, notice by the stockholder to be timely must be received
not later than the close of business on the tenth day following the day on which
such notice of the date of the meeting was mailed or such public disclosure was
made. A stockholder's written notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the meeting (a) a brief
description of the business desired to be brought before the meeting and the
reasons for conducting such business at the meeting, (b) the name and address as
they appear on the corporation's books of the stockholder proposing such
business, (c) the class and number of shares of the corporation which are
beneficially owned by such stockholder, and (d) any material interest of such
stockholder in such business. Notwithstanding anything in these Bylaws to the
contrary, no business shall be conducted at a meeting unless properly brought
before such meeting in accordance with the procedures set forth in this Section
13 of Article II. The chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 13 of
Article II and if it shall be so determined, the chairman of the meeting shall
so declare this to the meeting and such business not properly brought before the
meeting shall not be transacted.

                                   ARTICLE III
                                    DIRECTORS

Section 1. Powers. The business of the corporation shall be managed by or under
the direction of its Board of Directors, which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by applicable
law or by the Certificate of Incorporation or by these Bylaws directed or
required to be exercised or done by the stockholders.

Section 2. Number; Election; Tenure and Qualification. The number of directors
which shall constitute the whole Board of Directors shall be fixed from time to
time by resolution of the Board of Directors or by the Stockholders at an annual
meeting of the Stockholders provided that the number of directors shall be not
less than one (1) nor more than nine (9). With the exception of the first Board
of Directors, which shall be elected by the incorporator, and except as provided
in the corporation's Certificate of Incorporation or in Section 3 of this
Article III, the directors shall be elected at the annual meeting of the
stockholders by a plurality vote of the shares represented in person or by proxy
and each director elected shall hold office until his successor is elected and
qualified unless he shall resign, become disqualified, disabled, or otherwise
removed. Directors need not be stockholders.


                                       4



Section 3. Vacancies and Newly Created Directorships. Unless otherwise provided
in the Certificate of Incorporation, vacancies and newly-created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, though less than a quorum, or by
a sole remaining director. The directors so chosen shall serve for the remainder
of the term of the vacated directorships being filled and until their successors
are duly elected and shall qualify, unless sooner displaced. If there are no
directors in office, then an election of directors may be held in the manner
provided by statute.

Section 4. Location of Meetings. The Board of Directors of the corporation may
hold meetings, both regular and special, either within or without the State of
Delaware.

Section 5. Meeting of Newly Elected Board of Directors. The first meeting of
each newly elected Board of Directors shall be held immediately following the
annual meeting of stockholders and no notice of such meeting shall be necessary
to the newly elected directors in order legally to constitute the meeting,
provided a quorum shall be present. In the event such meeting is not held at
such time, the meeting may be held at such time and place as shall be specified
in a notice given as hereinafter provided for special meetings of the Board of
Directors, or as shall be specified in a written waiver signed by all of the
directors.

Section 6. Regular Meetings. Regular meetings of the Board of Directors may be
held upon at least seven (7) days prior written notice at such time and at such
place as shall from time to time be determined by the Board of Directors;
provided that any director who is absent when such a determination is made shall
be given notice of such location. Notice may be waived in accordance with
Section 229 of the Delaware General Corporation Law.

Section 7. Special Meetings. Special meetings of the Board of Directors may be
called by the President on seven (7) days' notice to each director by mail or
two (2) days' notice to each director by overnight courier service or facsimile;
special meetings shall be called by the President or Secretary in a like manner
and on like notice on the written request of two (2) directors unless the Board
of Directors consists of only one (1) director, in which case special meetings
shall be called by the President or Secretary in a like manner and on like
notice on the written request of the sole director. Notice may be waived in
accordance with Section 229 of the Delaware General Corporation Law.

Section 8. Quorum and Action at Meetings. At all meetings of the Board of
Directors, a majority of the directors then in office shall constitute a quorum
for the transaction of business, and the act of a majority of the directors
present at any meeting at which there is a quorum shall be the act of the Board
of Directors, except as may be otherwise specifically provided by statute or by
the Certificate of Incorporation. If a quorum shall not be present at any
meeting of the Board of Directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

Section 9. Action Without a Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members


                                       5



of the board or committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
of Directors or committee.

Section 10. Telephonic Meeting. Unless otherwise restricted by the Certificate
of Incorporation or these Bylaws, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting of
the Board of Directors, or any committee, upon proper notice duly given, by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.

Section 11. Committees. The Board of Directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of one (1) or more of the directors of the corporation. The Board of
Directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. In the absence of disqualification of a member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member.

Section 12. Committee Authority. Any such committee, to the extent provided in
the resolution of the Board of Directors, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the corporation, and may authorize the seal of the corporation to
be affixed to all papers which may require it; but no such committee shall have
the power or authority in reference to amending the Certificate of
Incorporation, adopting an agreement of merger or consolidation, recommending to
the stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, amending the
Bylaws of the corporation, or any action requiring unanimous consent of the
Board of Directors pursuant to the terms of the Certificate of Incorporation;
and, unless the resolution or the Certificate of Incorporation expressly so
provide, no such committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock. Such committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the Board of Directors.

Section 13. Committee Minutes. Each committee shall keep regular minutes of its
meetings and report the same to the Board of Directors when required.

Section 14. Directors Compensation. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, the Board of Directors shall have
the authority to fix the compensation of directors. The directors may be paid
their expenses, if any, of attendance at each meeting of the Board of Directors
and may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as director. No such payment shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees may be allowed
like compensation for attending committee meetings.


                                       6



Section 15. Resignation. Any director or officer of the corporation may resign
at any time. Each such resignation shall be made in writing and shall take
effect at the time specified therein, or, if no time is specified, at the time
of its receipt by either the Board of Directors, the President or the Secretary.
The acceptance of a resignation shall not be necessary to make it effective
unless expressly so provided in the resignation.

                                   ARTICLE IV
                                     NOTICES

Section 1. Notice to Directors and Stockholders. Whenever, under the provisions
of the statutes or of the Certificate of Incorporation or of these Bylaws,
notice is required to be given to any director or stockholder, it shall not be
construed to mean personal notice, but such notice may be given in writing, by
mail, addressed to such director or stockholder, at his address as it appears on
the records of the corporation, with postage thereon prepaid, and such notice
shall be deemed to be given at the time when the same shall be deposited in the
United States mail. An affidavit of the Secretary or an Assistant Secretary or
of the transfer agent of the corporation that the notice has been given shall in
the absence of fraud, be prima facie evidence of the facts stated therein.
Notice to directors may also be given by telephone, facsimile or telegram.

Section 2. Waiver. Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto. The written waiver need not specify the business to be
transacted at, nor the purpose of, any regular or special meeting of the
stockholders, directors, or members of a committee of directors. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except
when the person attends a meeting for the express purpose of objecting at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.

                                    ARTICLE V
                                    OFFICERS

Section 1. Enumeration. The officers of the corporation shall be chosen by the
Board of Directors and shall be a President, a Secretary, a Treasurer or Chief
Financial Officer and such other officers with such other titles as the Board of
Directors shall determine. The Board of Directors may elect from among its
members a Chairman or Chairmen of the Board and a Vice Chairman of the Board.
The Board of Directors may also choose one (1) or more Vice-Presidents and
Assistant Secretaries. Any number of offices may be held by the same person,
unless the Certificate of Incorporation or these Bylaws otherwise provide.

Section 2. Election. The Board of Directors at its first meeting after each
annual meeting of stockholders shall elect a President, a Secretary, a Treasurer
and such other officers with such other titles as the Board of Directors shall
determine.

Section 3. Appointment of Other Agents. The Board of Directors may appoint such
other officers and agents as it shall deem necessary, who shall hold their
offices for such terms and


                                       7



shall exercise such powers and perform such duties as shall be determined from
time to time by the Board of Directors.

Section 4. Compensation. The salaries of all officers of the corporation shall
be fixed by the Board of Directors or a committee thereof. The salaries of
agents of the corporation shall, unless fixed by the Board of Directors, be
fixed by the President or any Vice-President of the corporation.

Section 5. Tenure. The officers of the corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the Board
of Directors may be removed at any time by the affirmative vote of a majority of
the directors of the Board of Directors. Any vacancy occurring in any office of
the corporation shall be filled by the Board of Directors.

Section 6. Chairman of the Board and Vice-Chairman of the Board. The Chairman or
Chairmen of the Board, if any, shall preside at all meetings of the Board of
Directors and of the stockholders at which he or they shall be present. He or
they shall have and may exercise such powers as are, from time to time, assigned
to him or them by the Board and as may be provided by law. In the absence of the
Chairman of the Board, the Vice Chairman of the Board, if any, shall preside at
all meetings of the Board of Directors and of the stockholders at which he shall
be present. He shall have and may exercise such powers as are, from time to
time, assigned to him by the Board of Directors and as may be provided by law.

Section 7. President. The President shall be the Chief Operating Officer of the
corporation and the Chief Executive Officer of the corporation unless such
titles are assigned to a Chairman of the Board; and in the absence of a Chairman
and Vice Chairman of the Board he shall preside as the chairman of meetings of
the stockholders and the Board of Directors; he shall have general and active
management of the business of the corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect. The President or
any Vice-President shall execute bonds, mortgages and other contracts requiring
a seal, under the seal of the corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the Board of Directors to some
other officer or agent of the corporation.

Section 8. Vice-President. In the absence of the President or in the event of
his inability or refusal to act, the Vice-President, if any (or in the event
there be more than one Vice-President, the Vice-Presidents in the order
designated by the Board of Directors, or in the absence of any designation, then
in the order of their election) shall perform the duties of the President, and
when so acting shall have all the powers of and be subject to all the
restrictions upon the President. The Vice-President shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.

Section 9. Secretary. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform


                                       8



such other duties as may be prescribed by the Board of Directors or President,
under whose supervision he shall be subject. He shall have custody of the
corporate seal of the corporation and he, or an Assistant Secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such Assistant
Secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.

Section 10. Assistant Secretary. The Assistant Secretary, or if there be more
than one (1), the Assistant Secretaries in the order determined by the Board of
Directors (or if there be no such determination, then in the order of their
election) shall, in the absence of the Secretary or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
Secretary and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.

Section 11. Treasurer. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors. The Treasurer
shall disburse the funds of the corporation as may be ordered by the Board of
Directors, President or Chief Operating Officer, taking proper vouchers for such
disbursements, and shall render to the President, Chief Operating Officer and
the Board of Directors, at its regular meetings, or when the Board of Directors
so requires, an account of all his transactions as Treasurer and of the
financial condition of the corporation. If required by the Board of Directors,
the Treasurer shall give the corporation a bond (which shall be renewed every
six (6) years) in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.

                                   ARTICLE VI
                                  CAPITAL STOCK

Section 1. Certificates. Every holder of stock in the corporation shall be
entitled to have a certificate, signed by, or in the name of the corporation by,
the Chairman or Vice-Chairman of the Board of Directors, or the President or a
Vice-President and the Treasurer or the Secretary or an Assistant Secretary of
the corporation, certifying the number of shares owned by him in the
corporation. Certificates may be issued for partly paid shares and in such case
upon the face or back of the certificates issued to represent any such partly
paid shares, the total amount of the consideration to be paid therefor and the
amount paid thereon shall be specified.

Section 2. Class or Series. If the corporation shall be authorized to issue more
than one class of stock or more than one series of any class, the powers,
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights shall be set forth
in full or summarized on the face or back of the certificate which the
corporation shall issue to represent


                                       9



such class or series of stock, provided that, except as otherwise provided in
Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing
requirements, there may be set forth on the face or back of the certificate
which the corporation shall issue to represent such class or series of stock, a
statement that the corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.

Section 3. Signature. Any of or all of the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

Section 4. Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5. Transfer of Stock. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

Section 6. Record Date. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholder or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty (60) nor less than ten (10) days before the
date of such meeting, nor more than sixty (60) days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

Section 7. Registered Stockholders. The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares and shall not be bound to recognize any equitable or other claim to or
interest in


                                       10



such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by the laws
of Delaware.

                                   ARTICLE VII
                               GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property or in shares of capital
stock, subject to the provisions of the Certificate of Incorporation. Before
payment of any dividend, there may be set aside out of any funds of the
corporation available for dividends such sum or sums as the Board of Directors
from time to time, in their absolute discretion, think proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the corporation, or for such other purposes as the
Board of Directors shall think conducive to the interest of the corporation, and
the Board of Directors may modify or abolish any such reserve in the manner in
which it was created.

Section 2. Checks. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

Section 3. Fiscal Year. The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.

Section 4. Seal. The Board of Directors may adopt a corporate seal having
inscribed thereon the name of the corporation, the year of its organization and
the words "Corporate Seal, Delaware". The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 5. Loans. The Board of Directors of this corporation may, without
stockholder approval, authorize loans to, or guaranty obligations of, or
otherwise assist, including, without limitation, the adoption of employee
benefit plans under which loans and guarantees may be made, any officer or other
employee of the corporation or of its subsidiary, including any officer or
employee who is a director of the corporation or its subsidiary, whenever, in
the judgment of the Board of Directors, such loan, guaranty or assistance may
reasonably be expected to benefit the corporation. The loan, guaranty or other
assistance may be with or without interest, and may be unsecured, or secured in
such manner as the Board of Directors shall approve, including, without
limitation, a pledge of shares of stock of the corporation.

                                  ARTICLE VIII
                                 INDEMNIFICATION

Section 1. Scope. The corporation shall, to the fullest extent permitted by
Section 145 of the Delaware General Corporation Law, as that Section may be
amended and supplemented from time to time, indemnify any director, officer,
employee or agent of the corporation, against


                                       11



expenses (including attorneys' fees), judgments, fines, amounts paid in
settlement and/or other matters referred to in or covered by that Section, by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise.

Section 2. Advancing Expenses. Expenses incurred by a director of the
corporation in defending a civil or criminal action, suit or proceeding by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation (or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise) shall be paid by the corporation in advance
of the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
corporation as authorized by relevant provisions of the Delaware General
Corporation Law; provided, however, the corporation shall not be required to
advance such expenses to a director (i) who commences any action, suit or
proceeding as a plaintiff unless such advance is specifically approved by a
majority of the Board of Directors, or (ii) who is a party to an action, suit or
proceeding brought by the corporation and approved by a majority of the Board of
Directors which alleges willful misappropriation of corporate assets by such
director, disclosure of confidential information in violation of such director's
fiduciary or contractual obligations to the corporation, or any other willful
and deliberate breach in bad faith of such director's duty to the corporation or
its stockholders.

Section 3. Liability Offset. The corporation's obligation to provide
indemnification under this Article VIII shall be offset to the extent the
indemnified party is indemnified by any other source including, but not limited
to, any applicable insurance coverage under a policy maintained by the
corporation, the indemnified party or any other person.

Section 4. Continuing Obligation. The provisions of this Article VIII shall be
deemed to be a contract between the corporation and each director of the
corporation who serves in such capacity at any time while this bylaw is in
effect, and any repeal or modification thereof shall not affect any rights or
obligations then existing with respect to any state of facts then or theretofore
existing or any action, suit or proceeding theretofore or thereafter brought
based in whole or in part upon any such state of facts.

Section 5. Nonexclusive. The indemnification and advancement of expenses
provided for in this Article VIII shall (i) not be deemed exclusive of any other
rights to which those indemnified may be entitled under any by-law, agreement or
vote of stockholders or disinterested directors or otherwise, both as to action
in their official capacities and as to action in another capacity while holding
such office, (ii) continue as to a person who has ceased to be a director and
(iii) inure to the benefit of the heirs, executors and administrators of such a
person.

Section 6. Other Persons. In addition to the indemnification rights of
directors, officers, employees, or agents of the corporation, the Board of
Directors in its discretion shall have the power on behalf of the corporation to
indemnify any other person made a party to any action, suit


                                       12



or proceeding who the corporation may indemnify under Section 145 of the
Delaware General Corporation Law.

Section 7. Definitions. The phrases and terms set forth in this Article VIII
shall be given the same meaning as the identical terms and phrases are given in
Section 145 of the Delaware General Corporation Law, as that Section may be
amended and supplemented from time to time.

                                   ARTICLE IX
                                   AMENDMENTS

Except as otherwise provided in the Certificate of Incorporation, these Bylaws
may be altered, amended or repealed, or new Bylaws may be adopted, by the
holders of a majority of the outstanding voting shares or by the Board of
Directors, when such power is conferred upon the Board of Directors by the
Certificate of Incorporation, at any regular meeting of the stockholders or of
the Board of Directors or at any special meeting of the stockholders or of the
Board of Directors if notice of such alteration, amendment, repeal or adoption
of new Bylaws be contained in the notice of such special meeting. If the power
to adopt, amend or repeal Bylaws is conferred upon the Board of Directors by the
Certificate of Incorporation, it shall not divest or limit the power of the
stockholders to adopt, amend or repeal Bylaws.


                                       13



CERTIFICATE OF SECRETARY

The undersigned certifies:

(1) That the undersigned is the duly elected and acting Secretary of STAT
Healthcare, Inc., a Delaware corporation (the "Corporation"); and

(2) That the foregoing Bylaws constitute the Bylaws of the Corporation as duly
adopted by the Action by Written Consent in Lieu of the Organizational Meeting
by the Board of Directors of STAT Healthcare, Inc., dated the 29th day of July,
1994.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of
the Corporation effective as of the 29th day of July, 1994.


/s/ Ned E. Chapman
- ----------------------------------------
Ned E. Chapman, Secretary

[SEAL]


                                       14

EX-3.274

                                                                   Exhibit 3.274

                       RESTATED ARTICLES OF INCORPORATION

     E. SCOTT ISBELL, M.D. and DANIEL G. VOGT, M.D. hereby certify that:

     1. They are the Vice President and the Secretary, respectively, of PACIFIC
EMERGENCY SPECIALISTS, A MEDICAL GROUP, INC., a California corporation formed on
February 21, 1985, California corporation number 1332069.

     2. The Articles of Incorporation of this corporation are hereby amended and
restated to read as follows:

                                       "I.

     The name of this corporation is: PACIFIC EMERGENCY SPECIALISTS MANAGEMENT,
INC.

                                       II.

     The purpose of this corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.

                                      III.

     This corporation is authorized to issue only one class of shares of stock;
and the total number of shares which this corporation is authorized to issue is
One Hundred Thousand (100,000).

                                       IV.

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



     Each of the undersigned declares under penalty of perjury under the laws of
the State of California that the matters set forth in the foregoing certificate
are true and correct of his own knowledge.

DATED: December 1, 1999


                                        /s/ E. SCOTT ISBELL, M. D.
                                        ----------------------------------------
                                        E. SCOTT ISBELL, M. D.,
                                        Vice President


                                        /s/ DANIEL G. VOGT, M.D.
                                        ----------------------------------------
                                        DANIEL G. VOGT, M.D.,
                                        Secretary


                                       2

EX-3.275

                                                                   Exhibit 3.275

                           AMENDED AND RESTATED BYLAWS

                                       OF

                 PACIFIC EMERGENCY SPECIALISTS MANAGEMENT, INC.
                           (A California Corporation)

                                    ARTICLE I

                                     OFFICES

Section 1. Principal Executive Offices. The principal executive office of the
corporation shall be as designated from time to time by the Board of Directors
of the corporation. The Board of Directors is hereby granted full power and
authority to change said principal executive office from one location to
another, within or without the State of California.

Section 2. Other Offices. Other business offices may from time to time be
established by the Board of Directors at any place or places where the
corporation is qualified to do business.

Section 3. Purposes and Powers. The corporation shall have such purposes as are
now or may hereafter be set forth in the Articles of Incorporation and shall
have and exercise such powers in furtherance of its purposes as are now or may
hereafter be set forth in the Articles of Incorporation.

                                   ARTICLE II

                             SHAREHOLDERS' MEETINGS

Section 1. Time. An annual meeting of shareholders shall be held for the
election of directors on a date and at a time stated in or fixed in accordance
with the Bylaws and any other proper business may be transacted thereat. Any
special meeting shall be held on the date and at the time as the Board of
Directors shall from time to time fix.

Date of Meeting: February 28
Time of Meeting: 10:00 a.m.

Under no circumstances shall an annual meeting be held more than 60 days after
the date designated therefor or, if no date has been designated, for a period of
fifteen (15) months after the organization of the corporation or after its last
annual meeting.

Section 2. Place. Annual meetings of shareholders and any special meetings shall
be held at such place within or without this state as may be stated in or fixed
in accordance with the Bylaws or as the Board of Directors may from time to time
fix. If no other place is stated or so fixed, shareholder meetings shall be held
at the principal executive office of the corporation.



Section 3. Call. Annual meetings may be called by the Board, the President, the
Secretary, or by any officer instructed by the Board to call the meeting.

Section 3.1. Special meetings may be called in like manner or by the holders of
shares entitled to cast not less-than ten percent (10%) of the votes at the
meeting or by such other persons as may be provided in the Articles or Bylaws.

Section 4. Notice. Whenever shareholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given not less
than ten (10) nor more than sixty (60) days before the date of the meeting to
each shareholder entitled to vote thereat. Such notice shall state the place,
date, and hour of the meeting, and (1) in the case of a special meeting, the
general nature of the business to be transacted, and no other business may be
transacted, or (2) in the case of the annual meeting, those matters which the
Board, at the time of the mailing of the notice, intends to present for action
by the shareholders, but subject to the provisions of the General Corporation
Law. The notice of any meeting at which directors are to be elected shall
include the names of nominees intended at the time of the notice to be presented
by management for election.

Section 4.1. Notice of a shareholders' meeting or any report shall be given
either personally or by mail or other means of written communication, addressed
to the shareholder at the address of such shareholder appearing on the books of
the corporation or given by the shareholder to the corporation for the purpose
of notice; or if no such address appears or is given, at the place where the
principal executive office of the corporation is located or by publication at
least once in a newspaper of general circulation in the county in which the
principal executive office is located. The notice or report shall be deemed to
have been given at the time when delivered personally or deposited in the mail
or sent by other means of written communication. An affidavit of mailing of any
notice or report in accordance with the provisions of this subsection, executed
by the Secretary, Assistant Secretary, or any transfer agent, shall constitute
sufficient proof of the giving of the notice or report.

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

Section 4.2. Upon request in writing to the President, Vice President, or
Secretary by any person (other than the Board) entitled to call a special
meeting of shareholders, the officer forthwith shall cause notice to be given to
the shareholders entitled to vote that a meeting will be held at a time
requested by the person or persons calling the meeting, not less than 35 nor
more than 60 days after receipt of the request. If the notice is not given
within 20 days after receipt of the request, the persons entitled to call the
meeting may give the notice.


                                       2



Section 4.3. When a shareholders' meeting is adjourned to another time or place,
notice need not be given of the adjourned meeting if the time and place thereof
are announced at the meeting at which the adjournment is taken. At the adjourned
meeting, the corporation may transact any business which might have been
transacted at the original meeting. If the adjournment is for more than 45 days
or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each shareholder of
record entitled to vote at the meeting as provided in the bylaws or as the
General Corporation Law may require.

Section 4.4. The notice of any annual or special meeting shall also include, or
be accompanied by, any additional statements, information, or documents
prescribed by the General Corporation Law.

Section 5. Consent. The transactions of any meeting of shareholders, however
called and noticed, and wherever held, are as valid as though had at a meeting
duly held after regular call and notice, if a quorum is present either in person
or by proxy, and if, either before or after the meeting, each of the persons
entitled to vote, not present in person or by proxy, signs a written waiver of
notice of a consent to the holding of the meeting or an approval of the minutes
thereof.

Section 5.1. All such waivers, consents, and approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.

Section 5.2. Attendance of a person at a meeting constitutes a waiver of notice
of such meeting, except when the person objects, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened and except that attendance at a meeting shall not constitute
a waiver of any right to object to the consideration of matters required by the
General Corporation Law to be included in the notice if such objection is
expressly made at the meeting.

Section 5.3. Except as otherwise provided in subdivision (f) of Section 601 of
the General Corporation Law, neither the business to be transacted at nor the
purpose of any regular or special meeting need be specified in any written
waiver of notice.

Section 6. Conduct of Meeting. Meetings of the shareholders shall be presided
over by one of the following officers in the following order of seniority and if
present and acting--the President, a Vice President, or, if none of the
foregoing is in office and present, and acting, by a chairman to be chosen by a
majority of the shares represented at the meeting and entitled to vote.

Section 6.1. The Secretary of the corporation, or in his absence, an assistant
secretary, shall act as secretary of every meeting, but, if neither the
Secretary nor an assistant secretary is present, the chairman of the meeting
shall appoint a secretary of the meeting.

Section 7. Proxy Representation. Every person entitled to vote shares may
authorize another person or persons to act by proxy with respect to such shares
either at a meeting or by written action. No proxy shall be valid after the
expiration of eleven months from the date of its execution unless otherwise
provided in the proxy. Every proxy shall continue in full force and


                                       3



effect until revoked by the person executing it prior to the vote or written
action pursuant thereto, except as otherwise provided in this section or by the
General Corporation law.

Section 7.1. As used herein, a "proxy" shall be deemed to mean a written
authorization signed by a shareholder or a shareholder's attorney in fact giving
another person or persons power to vote or consent in writing with respect to
the shares of such shareholder, and "Signed" as used herein shall be deemed to
mean the placing of such shareholder's name on the proxy (whether by manual
signature, typewriting, telegraphic transmission or otherwise) by such
shareholder or shareholder's attorney in fact.

Section 7.2. Where applicable, the form of any proxy shall comply with the
provisions of Section 604 of the General Corporation Law.

Section 8. Inspectors - Appointment. In advance of any meeting of shareholders,
the Board of Directors may appoint inspectors of election to act at the meeting
and any adjournment thereof. If inspectors of election are not so appointed, or,
if any persons so appointed fail to appear or refuse to act, the chairman of any
meeting of shareholders may, and on the request of any shareholder or a
shareholder's proxy shall, appoint inspectors of election (or persons to replace
any of those who so fail or refuse) at the meeting. The number of inspectors
shall be either one or three. If appointed at a meeting on the request of one or
more shareholders or proxies, the majority of shares represented shall determine
whether one or three inspectors are to be appointed.

Section 8.1. The inspectors of election shall determine the number of shares
outstanding and the voting power of each, the shares represented at the meeting,
the existence of a quorum, the authenticity, validity, and effect of proxies,
receive votes, ballots, if any, or consents, hear and determine all challenges
and questions in any way arising in connection with the right to vote, count and
tabulate all votes or consents, determine when the polls shall close, determine
the result, and do such acts as may be proper to conduct the election or vote
with fairness to all shareholders.

Section 8.2. If there are three inspectors of election, the decision, act, or
certificate of a majority shall be effective in all respects as the decision,
act, or certificate of all.

Section 9. Subsidiary Corporations. Shares of this corporation owned by a
subsidiary shall not be entitled to vote on any matter. For purposes of this
section, a "subsidiary" of this corporation means a corporation of whose shares
those possessing more than fifty percent (50%) of the total combined voting
power of all classes of shares entitled to vote are owned directly or indirectly
through one or more subsidiaries by this corporation.

Section 10.  Quorum: Vote; Written Consent.

A. A majority of the shares entitled to vote, represented in person or by proxy,
shall constitute a quorum for the transaction of business at a meeting of
shareholders.


                                       4



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

C. In the absence of a quorum, any meeting of shareholders may be adjourned from
time to time by the vote of a majority of the shares represented thereat either
in person or by proxy, but no other business may be transacted except as
hereinbefore provided.

Section 10.1. Unless a record date for voting purposes be fixed, as provided in
Section 4 of Article V of these Bylaws, then, subject to the provisions of
Chapter 7 of the General Corporation Law of California (relating to voting of
shares), only persons in whose names shares entitled to vote stand on the stock
records of the corporation at the close of business on the business day next
preceding the date on which notice of the meeting is given or, if notice is
waived, at the close of business on the business day next preceding the day on
which the meeting is held, shall be entitled to vote at such meeting, and such
day shall be the record date for such meeting.

Section 10.2. In the election of directors, a plurality of the votes cast shall
elect. No shareholder shall be entitled to cumulate votes for any one or more
candidates at a meeting for the election of directors unless such candidate or
candidates' names have been placed in nomination prior to the voting and the
shareholder has given notice at the meeting prior to the voting of the
shareholder's intention to cumulate the shareholder's votes. If any one
shareholder has given such notice, all shareholders may cumulate their votes for
such candidates in nomination.

Section 10.3. Except as otherwise provided by the General Corporation Law, the
Articles of Incorporation or these Bylaws, any action required or permitted to
be taken at a meeting at which a quorum is present shall be authorized by the
affirmative vote of a majority of the shares represented at the meeting and
entitled to vote, and shall thereby constitute an act of the shareholders.

Section 10.4. Except in the election of directors by written consent in lieu of
a meeting, and except as may otherwise be provided by the General Corporation
Law, the Articles of Incorporation or these Bylaws, any action which may be
taken at any annual or special meeting of shareholders may be taken without a
meeting and without prior notice, if a consent in writing, setting forth the
action so taken, shall be signed by holders of outstanding shares having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted.

A. Directors may not be elected by written consent except by unanimous written
consent of all shares entitled to vote for the election of directors.

B. Notice of any shareholder approval pursuant to Section 310, 317, 1201 or 2007
without a meeting by less than unanimous written consent shall be given at least
ten (10) days before the consummation of the action authorized by such approval,
and prompt notice shall be given of the taking of any other corporate action
approved by shareholders without a meeting by less than


                                       5



unanimous written consent to those shareholders entitled to vote who have not
consented in writing.

Section 11. Ballot. Elections of directors at a meeting need not be by ballot
unless a shareholder demands election by ballot at the election and before the
voting begins. In all other matters, voting need not be by ballot.

Section 12. Shareholders' Agreements. Notwithstanding the above provisions, in
the event this corporation elects to become a "close corporation," an agreement
between two or more shareholders thereof, if in writing and signed by the
parties thereto, may provide that in exercising any voting rights the shares
held by them shall be voted as provided by the agreement, or as the parties may
agree or as determined in accordance with a procedure agreed upon by them, or as
otherwise provided in Section 706, or may modify the above provisions as to
shareholders' meetings and actions.

                                   ARTICLE III

                               BOARD OF DIRECTORS

Section 1. Functions. The business and affairs of the corporation shall be
managed and all corporate powers shall be exercised by or under the direction of
its Board of Directors. The Board of Directors may delegate the management of
the day-to-day operation of the business of the corporation to a management
company or other person, provided that the business and affairs of the
corporation shall be managed and all corporate powers shall be exercised under
the ultimate direction of the Board of Directors.

A. The Board of Directors shall have authority to fix the compensation of
directors for services in any lawful capacity.

Section 1.1. Each director shall exercise such powers and otherwise perform the
duties of a director in good faith, in the manner such director believes to be
in the best interests of the corporation, and with such care, including
reasonable inquiry, using ordinary prudence, as an ordinarily prudent person in
a like position would use under similar circumstances.

Section 2. Exception for Close Corporation. In the event that this corporation
shall elect to become a close corporation, as defined in Section 158, its
shareholders may enter into a Shareholders' Agreement as defined and provided in
Sections 186 and 300(b). Notwithstanding the provisions of Section 1 of this
Article, said agreement may provide for the exercise of corporate powers and the
management of the business and affairs of this corporation by the shareholders,
provided however such agreement shall, to the extent and so long as the
discretion or the powers of the Board in its management of corporate affairs is
controlled by such agreement, impose upon each shareholder who is a party
thereof, liability for managerial acts performed or omitted by such person
pursuant thereto that is otherwise imposed by Section 300 upon Directors, and
the directors shall be relieved to that extent from such liability.


                                       6



Section 3. Qualifications and Number. A director need not be a shareholder of
the corporation, a citizen of the United States, or a resident of the State of
California.

Section 3.1. The authorized number of directors constituting the Board of
Directors until further changed shall be three (3); provided, however, that
whenever the corporation shall have only two shareholders, the number of
directors may be at least two, and whenever the corporation shall have only one
shareholder, the number of directors may be at least one. Subject to the
foregoing provisions, the number of directors may be changed from time to time
by an amendment of these Bylaws adopted by approval of the outstanding shares.
Any such amendment reducing the number of directors to fewer than five cannot be
adopted if the votes cast against its adoption at a meeting or the shares not
consenting in writing in the case of action by written consent are equal to more
than sixteen and two-thirds percent of the outstanding shares or as provided by
Section 212(a). No decrease in the authorized number of directors shall have the
effect of shortening the term of any incumbent director.

Section 4. Election and Term. The initial Board of Directors shall consist of
the persons designated in the Articles as such or elected by the incorporators,
all of whom shall hold office until the first annual meeting of shareholders or
until the expiration of the term for which elected and until their successors
have been elected and qualified, or until their earlier resignation or removal
from office. Thereafter, at each annual meeting of shareholders, directors shall
be elected to hold office until the next annual meeting. Each director,
including directors who are elected to fill any vacancies, shall hold office
until the next annual meeting of shareholders and until their successors have
been elected and qualified, or until their earlier resignation, removal from
office, or death.

Section 4.1. An ex officio director serves on the Board by virtue of his
official position. He shall remain an ex officio director until he shall no
longer hold a designated position which is the basis for ex officio membership.

Section 4.2. If in the interim between annual meetings of shareholders or of
special meetings of shareholders called for the election of directors any
vacancies occur in the Board of Directors, including vacancies resulting from an
increase in the authorized number of directors which have not been filled by the
shareholders, including any other vacancies which the General Corporation Law
authorizes directors to fill, and including vacancies resulting from the removal
of directors which are not filled at the meeting of shareholders at which any
such removal has been effected, if the Articles of Incorporation or a Bylaw
adopted by the shareholders so provides, they may be filled by the vote of a
majority of the directors then in office or by a sole remaining director,
although less than a quorum exists.

Section 4.3. Any director may resign effective upon giving notice to the
Chairman of the Board, if any, the President, the Secretary, or the Board of
Directors, unless the notice specifies a later time for the effectiveness of
such resignation. If the resignation is effective at a future time, a successor
may be elected to the office when the resignation becomes effective.


                                       7



Section 4.4. The shareholders may elect a director at any time to fill any
vacancy which the directors are entitled to fill, but which they have not
filled. Any such election by written consent shall require the consent of a
majority of the shares.

Section 5.  Meetings.

Section 5.1 Time. Meetings shall be held at such time as provided in the
Articles or as herein set forth in the Bylaws or as the Board shall fix by
resolution, except that the first meeting of a newly elected Board shall be held
as soon after its election as the directors may conveniently assemble. In the
event the newly elected Board meets immediately following the annual meeting of
shareholders wherein they were elected, then, for such meetings and
notwithstanding any other provision of this section, call and notice are hereby
waived and dispensed with.

Section 5.1.1. An annual meeting of the Board of Directors shall be held
immediately following the annual meeting of shareholders or such meetings may be
held at such time and place as may be designated by the Chairman of the Board,
if any, or the President in an appropriate notice of the meeting or as may be
fixed by these Bylaws or by resolution of the Board of Directors, for the
purpose of election of successor directors, election of officers, and the
transaction of any other proper business.

Section 5.1.2. The Board of Directors shall meet regularly at such times as may
be determined by the Board to be necessary to manage the business and affairs of
the corporation, which shall be not less than annually. The time and place of
such meeting shall be fixed as according to this section.

Section 5.2. Place. Meetings of the Board of Directors may be held at any place
within or without the State of California which has been designated in the
notice of the meeting or, if not stated in said notice or if there is no notice
given, at the place designated in these Bylaws or by resolution of the Board of
Directors. In the absence of such designation, meetings shall be held at the
principal executive office of the corporation.

Section 5.3. Special Meetings. Meetings of the Board of Directors may be called
at any time by the Chairman of the Board, if any, the President, or any Vice
President, or the Secretary, or any two directors.

Section 5.4. Notice and Waiver Thereof. No notice shall be required for regular
meetings for which the time and place have been fixed by these Bylaws or by
resolution of the Board of Directors. Special meetings shall be held upon at
least four days' notice by mail or upon at least forty-eight hours' notice
delivered personally or by telephone or telegraph.

A. Notice of a meeting need not be given to any director who signs a waiver of
notice, whether before or after the meeting, or who attends the meeting without
protesting, prior thereto or at its commencement, the lack of notice to such
director.

B. A notice or waiver of notice need not specify the purpose of any regular or
special meeting of the Board of Directors.


                                       8



Section 6. Sole Director Provided by Articles of Incorporation. In the event
only one director is required by the Bylaws or Articles of Incorporation,
pursuant to Section 212(a), then any reference herein to notices, waivers,
consents, meetings, or other actions by a majority or quorum of the directors
shall be deemed to refer to such notice, waiver, etc.; by such sole director,
who shall have all rights and duties and shall be entitled to exercise all of
the powers and shall assume all the responsibilities otherwise herein described
as given to a Board of Directors.

Section 7. Quorum and Action. A majority of the authorized number of directors
shall constitute a quorum of the Board for the transaction of business except
when a vacancy or vacancies prevents such majority, whereupon a majority of the
directors in office shall constitute a quorum unless otherwise prohibited by the
General Corporation Law and, provided such majority shall constitute at least
either one-third of the authorized number of directors or at least two
directors, whichever is larger, unless the authorized number of directors is
only one.

Section 7.1. A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place. If the meeting is
adjourned for more than twenty-four (24) hours, notice of any adjournment to
another time or place shall be given prior to the time of the adjourned meeting
to the directors, if any, who were not present at the time of adjournment.

Section 7.2. Except as the Articles of Incorporation, these Bylaws and the
General Corporation Law may otherwise provide, the act or decision done or made
by a majority of the directors present at a meeting duly held at which a quorum
is present is the act of the Board of Directors.

Section 7.3. Members of the Board of Directors may participate in a meeting
through use of conference telephone or similar communications equipment, so long
as all members participating in such meeting can hear one another, and
participation by such use shall be deemed to constitute presence in person at
any such meeting.

Section 7.4. A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any action is
approved by at least a majority of the required quorum for such meeting.

Section 8. Chairman of the Meeting. The chairman of any meeting of the Board of
Directors shall be the Chairman of the Board, if any and if present and acting,
or the President, in the absence of the Chairman of the Board and if present and
acting, or any director chosen by the Board or provided in the Bylaws, and who
shall preside at all such meetings.

Section 9. Removal of Directors. Any or all of the directors may be removed
without cause if such removal is approved by the affirmative vote of a majority
of the outstanding shares entitled to vote; provided, however, that unless the
entire Board is removed, an individual director shall not be removed when the
votes cast against such removal, or not consenting in writing to such removal,
would be sufficient to elect such director if voted cumulatively at an election
of directors at which the same total number of votes were cast or, if such
action is taken by written consent (in lieu of the meeting), all such shares
entitled to vote were voted, and the entire


                                       9



number of directors authorized at the time of the director's most recent
election were then being elected.

A. If it is deemed to be in the best interest of the corporation, the director
or directors subject to removal shall be notified of such a meeting held for
this purpose, and such notice must be mailed not less than one week prior to the
meeting, to the last known address of the director, stating that the question of
removal will be brought before such noticed meeting.

Section 9.1. If any or all directors are so removed, new directors may be
elected at the same meeting or by such written consent of the shareholders as
provided by Section 305(b), or such vacancies on the Board may be filled by a
majority of the directors then in office, whether or not less than a quorum, or
by a sole remaining director.

Section 9.2. The Board of Directors may declare vacant the office of any
director who has been declared of unsound mind by an order of court or convicted
of a felony.

Section 10. Committees. The Board of Directors may, by resolution adopted by a
majority of the authorized number of directors, designate one or more
committees, each consisting of two or more directors to serve at the pleasure of
the Board of Directors. The Board of Directors may designate one or more
directors as alternate members of any such committee, who may replace any absent
member at any meeting of such committee. Any such committee, to the extent
provided in the resolution of the Board of Directors or as set forth in these
Bylaws, shall have all the authority of the Board of Directors except such
authority as the General Corporation Law may specifically exclude as a proper
delegation of authority.

Section 11. Informal Action. The transactions of any meeting of the Board of
Directors, however called and noticed or wherever held, shall be as valid as
though had at a meeting duly held after regular call and notice if a quorum is
present and if, either before or after the meeting, each of the directors not
present signs a written waiver of notice, a consent to holding the meeting or an
approval of the minutes thereof. All such waivers, consents, and/or approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting.

Section 12. Written Action. Any action required or permitted to be taken by the
Board of Directors may be taken without a meeting, if all of the members of the
Board of Directors shall individually or collectively consent in writing to such
action. Such written consent or consents shall be filed with the minutes of the
proceedings of the Board. Such action by written consent shall have the same
force and effect as a unanimous vote of such directors.

Section 13. Indemnification of Directors, Officers, Employees and Agents.

Section 13.1. The following definitions apply for purposes of this Section 13:

(a) "Agent" means any person who:

(1) is or was the corporation's director, officer, employee or other agent;


                                       10



(2) is or was serving at the corporation's request as a director, officer,
employee or agent of another foreign or domestic corporation, partnership, joint
venture, trust or other enterprise; or

(3) was a director, officer, employee or agent of a foreign or domestic
corporation which was a predecessor corporation of the corporation or another
enterprise at the predecessor corporation's request.

(b) "Proceeding" means any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative.

(c) "Expenses" include, without limit, attorneys' fees and expenses of
establishing an indemnification right under Section 13.2 or Section 13.3 of this
Section.

Section 13.2. This corporation shall indemnify any person who was or is a party
or is threatened to be made a party to a Proceeding because the person is or was
an Agent. This indemnification does not apply to an action by or in the right of
this corporation to procure a judgment in its favor. The corporation shall
indemnify an Agent against Expenses, judgments, fines, settlements and other
amounts actually and reasonably incurred in connection with a Proceeding, if the
Agent acted in good faith and in a manner he, she or it reasonably believed to
be in the corporation's best interests. In the case of a criminal Proceeding,
the Agent must have had no reasonable cause to believe his, her or its conduct
was unlawful. Any Proceeding's termination by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent shall not alone
create a presumption the Agent did not act in good faith and in a manner which
he, she or it reasonably believed to be in the corporation's best interests, or
the Agent had reasonable cause to believe his, her or its conduct was unlawful.

Section 13.3. This corporation shall indemnify any person who was or is a party,
or is threatened to be made a party, to any threatened, pending or completed
action by or in the right of this corporation to procure a judgment in its favor
because the person is or was an Agent. This indemnification applies to Expenses
actually and reasonably incurred by the person relating to the action's defense
or settlement. This indemnification shall be made only if the person acted in
good faith, and in a manner he, she or it believed to be in the corporation's
and its shareholders' best interests. No indemnification shall be made
regarding:

(a) Any claim, issue or matter as to which the person has been judged liable to
this corporation in performing the person's duty to this corporation and its
shareholders, unless and only to the extent the court, upon application,
determines the person is fairly and reasonably entitled to indemnity;

(b) Amounts paid in settling or otherwise disposing of a pending action without
court approval; or

(c) Expenses incurred in defending a pending action settled or otherwise
disposed of without court approval.


                                       11



Section 13.4. To the extent an Agent has been successful on the merits in
defending a Proceeding referred to in Section 13.2 or Section 13.3 or a related
claim, issue or matter, the Agent shall be indemnified against related Expenses
actually and reasonably incurred by the Agent.

Section 13.5. Except as provided in Section 13.4, the corporation shall
indemnify agents under this Section only upon a determination indemnification is
proper because the Agent met the applicable conduct standard in Section 13.2 or
Section 13.3, and only if authorized by any of the following:

(a) A majority vote of a quorum of the Board of Directors, consisting of
directors not parties to the Proceeding;

(b) If that quorum of directors is unobtainable, by written opinion of
independent legal counsel;

(c) Approval of the shareholders (as provided by California Corporations Code
Section 153), with any shares owned by the person to be indemnified not entitled
to vote;

(d) The court, upon application by this corporation, the Agent, or the attorney
or other person rendering services in connection with the defense, whether or
not the application is opposed by this corporation.

Section 13.6. The corporation may advance Expenses incurred in defending any
Proceeding before its final disposition upon receipt of a promise by or on
behalf of the Agent to repay the amount if it is ultimately determined the Agent
is not entitled to indemnification.

Section 13.7. The indemnification provided to Agents in this Section 13 shall
not exclude other rights to which Agents may be entitled under any bylaw,
agreement, shareholders' vote, disinterested directors' vote or otherwise, both
as to action in an official capacity and as to action in another capacity while
holding office, to the extent the additional indemnification rights are
authorized in this corporation's Articles of Incorporation. These indemnity
rights shall continue as to a person who ceased to be an Agent and inure to the
benefit of the person's heirs, executors, and administrators. This Section 13
shall not affect any indemnification rights to which an Agent may be entitled
under any contract or otherwise.

Section 13.8. No indemnification or advance shall be made under this Section
except as provided in Section 13.4 or Section 13.5(c) where such indemnification
or advance would be inconsistent with:

(a) The corporation's Articles of Incorporation, Bylaws, a resolution of its
shareholders, or an agreement effective as of the accrual of the alleged cause
of action asserted in the Proceeding in which Expenses were incurred or other
amounts were paid which prohibits or otherwise limits indemnification; or

(b) Any condition expressly imposed by a court in approving a settlement.


                                       12



Section 13.9. This corporation may purchase and maintain insurance on behalf of
any Agent against any liability asserted against or incurred by the Agent in
that capacity or arising out of his, her or its being an Agent. Insurance may be
purchased whether or not this corporation has the power to indemnify the Agent
under this Section 13. This corporation's ownership of all or a portion of the
shares of any company issuing an insurance policy shall not render this Section
inapplicable if either of the following is met:

(a) If authorized in the corporation's Articles of Incorporation, any policy
issued is limited to the extent provided by California Corporations Code Section
204(d); or

(b) (1) The issuing company is organized, licensed, and operated in compliance
with the insurance laws and regulations applicable to its jurisdiction of
organization,

(2) The issuing company's procedures for processing claims do not permit it to
be subject to the direct control of the corporation buying the policy, and

(3) The policy provides for risk sharing between the issuer and purchaser, on
the one hand and some unaffiliated person(s), on the other. This may be done by
providing for more than one unaffiliated owner of the issuing company, or a
portion of the coverage furnished will be obtained from some unaffiliated
insurer or re-insurer.

Section 13.10. This Section 13.10 does not apply to any Proceeding against any
trustee, investment manager or other employee benefit plan fiduciary in the
person's capacity as such, even though the person may also be an Agent. This
corporation may indemnify a trustee, investment manager or other fiduciary as
permitted by California Corporations Code Section 207(f).

Section 13.11. If not otherwise authorized by these Bylaws, this corporation may
also, if authorized by its Board of Directors, indemnify and advance Expenses to
an Agent to the fullest extent of this Section 13.

Section 13.12. The Board of Directors may authorize the corporation to enter
into agreements with its Agents providing for indemnification to the maximum
extent permitted under applicable law and the corporation's Articles of
Incorporation and Bylaws.

Section 13.13. (a) This subsection applies if (i) an indemnity claim arising out
of this Section 13 is not paid in full by the corporation within sixty (60) days
after a written claim has been received by the corporation; or (ii) a claim for
an Expense advance arising out of this Section 13 is not paid in full by the
corporation within twenty (20) days after a written claim has been received by
the corporation. In the event of (i) or (ii) above, the Agent may sue the
corporation to recover the claim's unpaid amount, including interest.

(b) This paragraph applies if the Agent is wholly or partly successful in the
suit or in a suit brought by the corporation to recover an Expense advance
pursuant to an under-taking. If the Agent is wholly or partly successful, the
Agent may be paid the expense of prosecuting or defending the suit.


                                       13



(c) It is a defense in any suit by the Agent to enforce indemnification, but not
in a suit brought by the Agent to enforce an Expense advance, that the Agent has
not met any applicable California Corporations Code conduct standard.

(d) In any suit by the corporation to recover an Expense advance, the
corporation may recover the Expenses upon a final adjudication the Agent has not
met any applicable California Corporations Code conduct standard.

(e) Neither of the following shall be a defense to the suit or create a
presumption the Agent has not met the applicable conduct standard:

(1) the failure of the corporation (including its Board of Directors,
independent legal counsel, or shareholders) to determine prior to a suit's
beginning that indemnification of the Agent is proper because the Agent has met
any applicable California Corporations Code conduct standard; nor

(2) an actual determination by the person(s) that the Agent has not met the
applicable conduct standard. In any suit brought by the agent to enforce a right
under this Section 13.13 or by the corporation to recover an Expense advance,
the corporation has the burden of proving the Agent is not entitled to
indemnification or an Expense advance.

Section 14. Fees and Compensation. Directors and members of committees shall not
receive any salary for their services as directors or members, however, upon
resolution of the Board, a fixed fee, with or without expenses of attendance,
may be allowed for attendance at each meeting.

Section 14.1. Nothing herein contained shall be construed to preclude any
director or committee member from serving the corporation in any other capacity
and receiving compensation therefor.

Section 15. Transactions Between Corporation and Directors. No contract or other
transaction between the corporation and one or more of its directors, or between
the corporation and any corporation, firm or association in which one or more of
the Directors has a material financial interest, is either void or voidable
because such Director or Directors or such other corporation, firm or
association are parties or because such Director or Directors are present at the
meeting of the Board or a committee thereof which authorizes approves or
ratifies the contract or transaction, if done so according to the provisions set
forth in Section 310 and the General Corporation Law.

                                   ARTICLE IV

                                    OFFICERS

Section 1. Officers. The officers of the corporation shall be a Chairman of the
Board or a President or both, a Secretary, a Chief Financial Officer, and such
other officers with such titles and duties as shall be stated in the Bylaws or
determined by the Board of Directors and as may


                                       14



be necessary to enable it to sign instruments and share certificates. Any number
of offices may be held by the same person.

Section 2. Election. The officers of the corporation, except such officers as
may be appointed in accordance with the provisions of Section 3 or Section 5 of
this Article, shall be chosen annually by the Board of Directors and each shall
hold his/her office until he/she shall resign or shall be removed or otherwise
disqualified to serve, or until his/her successor shall be elected and
qualified.

Section 3. Subordinate Officers, Etc. The Board of Directors may appoint such
other officers as the business of the corporation may require, each of whom
shall hold office for such period, have such authority and perform such duties
as are provided in these Bylaws or as the Board of Directors may from time to
time determine.

Section 4. Removal and Resignation. Any officer may be removed, either with or
without cause, by a majority of the Directors then in office, at any regular or
special meeting of the Board, or, except in the case of an officer chosen by the
Board of Directors, by any officer upon whom such power of removal may be
conferred by the Board of Directors (subject, in each case, to the rights, if
any, of an officer under any contract of employment).

Section 4.1. Any officer may resign at any time by giving written notice to the
Board of Directors, or to the Chairman of the Board, if any, or to the
President, or to the Secretary of the corporation. Any such resignation shall
take effect at the date of the receipt of such notice or at any later time
specified therein; and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.

Section 5. Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification, or any other cause shall be filled in the manner
prescribed in the Bylaws for regular appointments to such office.

Section 6. Chairman of the Board. The Chairman of the Board, if there shall be
such an officer, shall, if present, preside at all meetings of the Board of
Directors, and exercise and perform such other power and duties as may be from
time to time assigned to him by the Board of Directors or prescribed by the
bylaws.

Section 7. President. Subject to such supervisory powers, if any, as may be
given by the Board of Directors to the Chairman of the Board, if there be such
an officer, The President shall be the Chief Executive Officer of the
corporation, and shall, subject to the control of the Board of Directors, have
general supervision, direction, and control of the business and officers of the
corporation. He shall preside at all meetings of the shareholders and in the
absence of the Chairman of the Board, or if there be none, at all meetings of
the Board of Directors. He shall be ex officio a member of all standing
committees, including the Executive Committee, if any, and shall have the
general powers and duties of management usually vested in the office of
President of a corporation, and shall have such other powers and duties as may
be prescribed by the Board of Directors or the Bylaws.


                                       15



Section 8. Vice President. In the absence or disability of the President, the
Vice Presidents, in order of their rank as fixed by the Board of Directors, or
if not ranked, the Vice President designated by the Board of Directors, shall
perform all the duties of the President, and when so acting shall have all the
powers of and be subject to all the restrictions otherwise placed upon the
President. The Vice Presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by the
Board of Directors or the Bylaws.

Section 9. Secretary. The Secretary shall keep, or cause to be kept, a book of
minutes at the principal office or such other place as the Board of Directors
may designate, of all meetings of Directors and Shareholders, with the time and
place of holding, whether of a regular or special nature (how authorized, if
special), the notice thereof given, the names of those present at Directors'
meetings, the number of shares present or represented at Shareholders' meetings
and the proceedings thereof.

Section 9.1. The Secretary shall keep, or cause to be kept, at the principal
office or at the office of the corporation's transfer agent, a share register,
or duplicate share register, showing the names of the shareholders and their
addresses; the number and classes of shares held by each; the number and date of
certificates issued for the same; and the number and date of cancellation of
every certificate surrendered for cancellation.

Section 9.2. The Secretary shall give, or cause to be given, notice of all the
meetings of the shareholders and of the Board of Directors required by the
Bylaws or by the General Corporation Law to be given, and he shall keep the seal
of the corporation in safe custody, and shall have such other powers and perform
such other duties as may be prescribed by the Board of Directors or by the
Bylaws.

Section 10. Chief Financial Officer. This officer shall keep and maintain, or
cause to be kept and maintained in accordance with generally accepted accounting
principles, adequate and correct accounts of the properties and business
transactions of the corporation, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, capital, earnings (or surplus) and
shares. Any surplus, including earned surplus, paid-in surplus, surplus arising
from a reduction of stated capital, shall be classified according to source and
shown in a separate account. The books of account shall at all reasonable times
be open to inspection by any director.

Section 10.1. Chief Financial Officer shall deposit all monies and other
valuables in the name and to the credit of the corporation with such
depositaries as may be designated by the Board of Directors. He shall disburse
the funds of the corporation as may be ordered by the Board of Directors, shall
render to the President and directors, whenever they request it, an account of
all his transactions and of the financial condition of the corporation, and
shall have such other powers and perform such other duties as may be prescribed
by the Board of Directors or the Bylaws.

Section 11. Assistant Secretaries and Assistant Financial Officers. The
assistant secretaries and the assistant financial officers shall, in the absence
or disability of the Secretary or Chief


                                       16



Financial Officer, respectively, and in the order of election, or as set by the
Board, have the duties and powers of the Secretary or Chief Financial Officer
and shall have such other duties and powers as the Board from time to time
prescribes.

                                    ARTICLE V

                      CERTIFICATES AND TRANSFERS OF SHARES

Section 1. Certificates for Shares. Each certificate for shares of the
corporation shall set forth therein the name of the record holder of the shares
represented thereby, the number of shares and the class or series of shares
owned by said holder, the par value, if any, of the shares represented thereby,
and such other statements, as applicable, as prescribed by Sections 416-419,
inclusive, and other relevant Sections of the General Corporation Law of the
State of California (the "General Corporation Law") and such other statements,
as applicable, which may be prescribed by the Corporate Securities Law of the
State of California and any other applicable provision of the law.

Section 1.1. Each such certificate issued shall be signed in the name of the
corporation by the Chairman of the Board of Directors, if any, of the Vice
Chairman of the Board of Directors, if any, the President, if any, or a Vice
President, if any, and by the Chief Financial Officer or an assistant financial
officer or the Secretary or an assistant secretary. Any or all of the signatures
on a certificate for shares may be a facsimile. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
upon a certificate for shares shall have ceased to be such officer, transfer
agent or registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if such person were an officer, transfer
agent or registrar at the date of issue.

Section 1.2. In the event that the corporation shall issue the whole or any part
of its shares as partly paid and subject to call for the remainder of the
consideration to be paid therefor, any such certificate for shares shall set
forth thereon the statements prescribed by Section 409 of the General
Corporation Law.

Section 2. Lost, Stolen or Destroyed Certificates for Shares. The corporation
may issue a new certificate for shares or for any other security in the place of
any other certificate theretofore issued by it, which is alleged to have been
lost, stolen or destroyed. As a condition to such issuance, the corporation may
require any such owner of the allegedly lost, stolen or destroyed certificate or
any such owner's legal representative to give the corporation a bond, or other
adequate security, sufficient to indemnify it against any claim that may be made
against it, including any expense or liability, on account of the alleged loss,
theft or destruction of any such certificate or the issuance of such new
certificate.

Section 3. Share Transfers. Upon compliance with any provision of the General
Corporation Law and/or the Corporate Securities Law of 1968 which may restrict
the transferability of shares, transfers of shares of the corporation shall be
made only on the record of shareholders of the corporation by the registered
holder thereof, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary of the corporation or with a transfer
agent or


                                       17



a registrar, if any, and on surrender of the certificate or certificates for
such shares properly endorsed and the payment of all taxes, if any, due thereon.

Section 4. Record Date for Shareholders. In order that the corporation may
determine the shareholders entitled to notice of any meeting or to vote or be
entitled to receive payment of any dividend or other distribution or allotment
of any rights or entitled to exercise any rights in respect to any other lawful
action, the Board of Directors may fix, in advance, a record date, which shall
not be more than sixty days or fewer than ten days prior to the date of such
meeting or more than sixty days prior to any other action.

Section 4.1. If the Board of Directors shall not have fixed a record date as
aforesaid, the record date for determining shareholders entitled to notice of or
to vote at a meeting of shareholders shall be at the close of business on the
business day next preceding the day on which notice is given or, if notice is
waived, at the close of business on the business day next preceding the day on
which the meeting is held; the record date for determining shareholders,
entitled to give consent to corporate action in writing without a meeting, when
no prior action by the Board of Directors has been taken, shall be the day on
which the first written consent is given; and the record date for determining
shareholders for any other purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto, or the
sixtieth day prior to the day of such other action, whichever is later.

Section 4.2. A determination of shareholders of record entitled to notice of or
to vote at a meeting of shareholders shall apply to any adjournment of the
meeting unless the Board of Directors fixes a new record date for the adjourned
meeting, but the Board of Directors shall fix a new record date if the meeting
is adjourned for more than forty-five days from the date set for the original
meeting.

Section 4.3. Except as may be otherwise provided by the General Corporation Law,
shareholders on the record date shall be entitled to notice and to vote or to
receive any dividend, distribution or allotment of rights or to exercise the
rights, as the case may be, notwithstanding any transfer of any shares on the
books of the corporation after the record date.

Section 5. Representation of Shares in Other Corporations. Shares of other
corporations standing in the name of this corporation may be voted or
represented and all incidents thereto may be exercised on behalf of the
corporation by the Chairman of the Board, the President or any Vice President or
any other person authorized by resolution of the Board of Directors.

Section 6. Meaning of Certain Terms. As used in these Bylaws with respect to the
right to notice of a meeting of shareholders or a waiver thereof or to
participate or vote thereat or to assent or consent or dissent in writing in
lieu of a meeting, as the case may be, the term "share" or "shares" or shares
and to a holder or holders of record or outstanding shares when the corporation
is authorized to issue only one class of shares, and said reference is also
intended to include any outstanding share or shares and any holder or holders of
outstanding shares of any class upon which or upon whom the Articles of
Incorporation confer such rights where there are two or more classes or series
of shares or upon which or upon whom the General Corporation Law confers such
rights notwithstanding that the Articles of Incorporation may provide for more


                                       18



than one class or series of shares, one or more of which are limited or denied
such rights thereunder.

Section 6.1. As used in these Bylaws, all references to specific sections
without further description, and all references to the "General Corporation Law"
are in reference to the General Corporation Law of the State of California.

Section 6.2. As used in these Bylaws, with respect to the qualification of
directors and officers to serve in such positions, such officer or director
shall be qualified, disqualified, or unqualified as determined by the General
Corporation Law, the Articles of Incorporation, these Bylaws, or by resolution
of the Board of Directors.

Section 7. Close Corporation Certificates. All certificates representing shares
of this corporation, in the event it shall elect to become a close corporation,
shall contain the legend required by Section 418(c).

                                   ARTICLE VI

              EFFECT OF SHAREHOLDERS' AGREEMENT - CLOSE CORPORATION

Any Shareholders' Agreement authorized by Section 300(b) shall only be effective
to modify the terms of these Bylaws if this corporation elects to become a close
corporation with appropriate filing of or amendment to its Articles as required
by Section 202 and shall terminate when this corporation ceases to be a close
corporation. Such an agreement cannot waive or alter Section 158 (defining close
corporations), 202 (requirements of Articles of Incorporation), 500 and 501
relative to distributions, 1111 (merger), 1201(e) (reorganization) or Chapters
15 (Records and Reports), 16 (Rights of Inspection), 18 (Involuntary
Dissolution) or 22 (Crimes and Penalties) or any other provision of the General
Corporation Law requiring the filing of any document with the Secretary of
State. All other provisions of the General Corporation Law or these Bylaws may
be altered or waived thereby, but to the extent they are not so altered or
waived, these Bylaws shall be applicable.

                                   ARTICLE VII

               CORPORATE CONTRACTS AND INSTRUMENTS - HOW EXECUTED

The Board of Directors, except as provided otherwise in the Bylaws, may
authorize any officer or officers, agent or agents, to enter into any contract
or execute any instrument in the name of and on behalf of the corporation. Such
authority may be general or confined to specific instances. Unless so authorized
by the Board of Directors, no officer, agent or employee shall have any power or
authority to bind the corporation by any contract or agreement, or to pledge its
credit, or to render it liable for any purposes or any amount, except as
provided in Section 313 of the General Corporation Law.


                                       19



                                  ARTICLE VIII

                               CONTROL OVER BYLAWS

After the initial Bylaws of the corporation shall have been adopted by the
incorporator or incorporators of the corporation, the Bylaws may be amended or
repealed or new Bylaws may be adopted by the shareholders entitled to exercise a
majority of the voting power or by the Board of Directors; provided, however,
that the Board of Directors shall have no control over any bylaw which fixes or
changes the authorized number of directors of the corporation; provided,
further, that any control over the Bylaws herein vested in the Board of
Directors shall be subject to the authority of the aforesaid shareholders to
amend or repeal the Bylaws or to adopt new bylaws; and provided, further, that
no new bylaw, nor any amendment or repeal of an existing bylaw, having the
effect of reducing the number or minimum number of directors shall be adopted if
the votes cast against its adoption at a meeting or the shares not consenting in
the case of action by written consent would be sufficient to elect at least one
director if voted cumulatively at an election at which all of the outstanding
shares entitled to vote were voted and the entire number of previously
authorized directors were being elected.

                                   ARTICLE IX

                       BOOKS AND RECORDS - STATUTORY AGENT

Section 1. Records: Storage and Inspection. The corporation shall keep at its
principal executive office in the State of California or, at the principal
business office in the State of California if its principal executive office is
not in the State, the original or a copy of the Bylaws as amended to date, which
shall be open to inspection by the shareholders at all reasonable times during
office hours. If the principal executive office of the corporation is outside
the State of California, and, if the corporation has no principal business
office in the State of California, it shall upon request of any shareholder
furnish a copy of the Bylaws as amended to date.

Section 1.1. The corporation shall keep adequate and correct books and records
of account and shall keep minutes of the proceedings of its shareholders, Board
of Directors and committees, if any. The corporation shall keep at its principal
executive office, or at the office of its transfer agent or registrar, a record
of its shareholders, giving the names and addresses of all shareholders and the
number and class of shares held by each. Such minutes shall be in written form.
Such other books and records shall be kept either in written form or in any
other form capable of being converted into written form.

Section 1.2. The accounting books and records, record of shareholders, and
minutes of proceedings of the shareholders and the Board and committees of the
Board of this corporation and any subsidiary of this corporation shall be open
to inspection upon written demand on the corporation of any shareholder or
holder of a voting trust certificate at any reasonable time during usual
business hours, for a purpose reasonably related to such holder's interest as a
shareholder or as a holder of such voting trust certificate. Such inspection by
a shareholder or holder of a voting trust certificate may be made in person or
by agent or attorney, and the right of inspection includes the right to copy and
make extracts.


                                       20



Section 1.3. Every director shall have the absolute right at any reasonable time
to inspect and copy all books, records, and documents of every kind and to
inspect the physical properties of the corporation and any of its subsidiaries.
Such inspection by a director may be made in person or by agent or attorney and
the right of inspection includes the right to copy and make extracts.

Section 2. Record of Payments. All checks, drafts or other orders for payment of
money, notes or other evidences of indebtedness, issued in the name of or
payable to the corporation, shall be signed or endorsed by such person or
persons and in such manner as shall be determined from time to time by
resolution of the Board of Directors.

Section 3. Annual Report. Whenever the corporation shall have fewer than one
hundred shareholders, the Board of Directors shall not be required to cause to
be sent to the shareholders of the corporation the annual report prescribed by
Section 1501 of the General Corporation Law unless it shall determine that a
useful purpose would be served by causing the same to be sent or unless the
Department of Corporations, pursuant to the provisions of the Corporate
Securities Law of 1968, shall direct the sending of the same. This section shall
not affect any other provision contained in these Bylaws otherwise controlling
annual reports.

Section 4. Construction of Terms. Unless the context otherwise requires, the
general provisions, Rules of Construction on Definitions contained in the
General Corporation Law of California shall govern the construction of these
Bylaws. Without limiting the generality of the foregoing, the masculine gender
includes the feminine and neuter. The singular number includes the plural and
the plural number includes the singular. The term "person" includes a
corporation as well as a natural person.

Section 5. Corporate Seal. The Board of Directors shall adopt, use, and at will
alter a corporate seal. Any corporate seal shall be circular in form and shall
have inscribed thereon the name of the corporation, the date of its
incorporation, and the word "California."


                                       21



CERTIFICATE OF ADOPTION OF AMENDED AND RESTATED BYLAWS

The undersigned hereby certifies:

1. That I am the duly elected, qualified and acting Secretary of PACIFIC
EMERGENCY SPECIALISTS MANAGEMENT, INC., a California corporation.

2. That the foregoing Amended and Restated Bylaws were adopted as the bylaws of
the corporation by the unanimous written consent of the shareholders without a
meeting effective as of December 1, 1999.

Dated: December 1, 1999


/s/ DANIEL G. VOGT, M.D.
- -------------------------------------
Secretary


                                       22

EX-3.276

                                                                   Exhibit 3.276

                            ARTICLES OF INCORPORATION

                                       OF

                       PHYSICIAN ACCOUNT MANAGEMENT, INC.

      The undersigned does hereby act as incorporator in adopting the following
Articles of Incorporation for the purpose of organizing a corporation for
profit, pursuant to the provisions of the Florida Business Corporation Act.

      FIRST: The corporate name for the corporation (hereinafter called the
"corporation") is Physician Account Management, Inc.

      SECOND: The street address, wherever located, of the principal office of
the corporation is 1717 Main Street, Suite 5200, Dallas, TX 75201

      The mailing address, wherever located, of the corporation is 1717 Main
Street, Suite 5200, Dallas, TX 75201

                                 [NO PAR SHARES]

      THIRD: The number of shares that the corporation is authorized to issue is
1000, all of which are without par value and are of the same class and are
Common shares.

      FOURTH: The street address of the initial registered office of the
corporation in the State of Florida is c/o Corporation Service Company, 1201
Hays Street, Tallahassee, Florida 32301.

      The name of the initial registered agent of the corporation at the said
registered office is Corporation Service Company.



The written acceptance of the said initial registered agent, as required by the
provisions of Section 607.0501(3) of the Florida Business Corporation Act, is
set forth following the signature of the incorporator and is made a part of
these Articles of Incorporation.

            FIFTH: The name and the address of the incorporator are:



         NAME                                       ADDRESS
- -------------------------------   ----------------------------------------------
                               
Martha Hesse - Director           1717 Main Street, Suite 5200, Dallas, TX 75201
William Sanger - President        1717 Main Street, Suite 5200, Dallas, TX 75201
Donald Harvey-Secretary           1717 Main Street, Suite 5200, Dallas, TX 75201
Todd Zimmerman - VP               1717 Main Street, Suite 5200, Dallas, TX 75201
Randy Owen Treasurer & VP         1717 Main Street, Suite 5200, Dallas, TX 75201
Robyn Bakalar -- Assistant Sec.   1717 Main Street, Suite 5200, Dallas, TX 75201


            SIXTH: Each share of the corporation shall entitle the holder
      thereof to a preemptive right, for a period of thirty days, to subscribe
      for, purchase, or otherwise acquire any shares of the same class of the
      corporation or any equity and/or voting shares of any class of the
      corporation which the corporation proposes to issue or any rights or
      options which the corporation proposes to grant for the purchase of shares
      of the same class of the corporation or of equity and/or voting shares of
      any class of the corporation or for the purchase of any shares, bonds,
      securities, or obligations of the corporation which are convertible into
      or exchangeable for, or which carry any rights to subscribe for, purchase,
      or otherwise acquire unissued shares of the same class of the corporation
      or equity and/or voting shares of any class of the corporation, whether
      now or hereafter authorized or created, and whether the proposed issue,
      reissue, or grant is for cash, property, or any other lawful
      consideration; and after the expiration of said thirty days, any and all
      of such shares, rights, options, bonds, securities, or obligations of the
      corporation may be issued, reissued, or granted by the Board of Directors,
      as the case may be, to such individuals and entities, and for such lawful
      consideration, and on such terms, as the Board of Directors in its
      discretion may determine. As used herein, the terms "equity shares" and
      "voting shares" shall mean, respectively, shares which confer unlimited
      dividend rights and shares which confer unlimited voting rights in the
      election of one or more directors.

            SEVENTH: The purposes for which the corporation is organized are as
      follows:

      To engage in any lawful business for which corporations may be organized
under the Florida Business Corporation Act.

            EIGHTH: The duration of the corporation shall be perpetual.

                                       2


      NINTH: The corporation shall, to the fullest extent permitted by the
provisions of the Florida Business Corporation Act, as the same may be amended
and supplemented, indemnify any and all persons whom it shall have power to
indemnify under said provisions from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said provisions, and
the indemnification provided for herein shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under any Bylaw, vote of
shareholders or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.

      TENTH: Whenever the corporation shall be engaged in the business of
exploiting natural resources or other wasting assets, distributions may be paid
in cash out of depletion or similar reserves at the discretion of the Board of
Directors and in conformity with the provisions of the Florida Business
Corporation Act.

      ELEVENTH: The corporate existence of the corporation shall begin upon
filing.

Signed on December 7, 2001

                                    /s/  Robyn Bakalar
                                    ------------------------------------
                                    Robyn Bakalar, Incorporator

Having been named as registered agent and to accept service of process for the
above-named corporation at the place designated in these Articles of
Incorporation, I hereby accept the appointment as registered agent and agree to
act in this capacity. I further agree to comply with the provisions of all
statutes relating to the proper and complete performance of my duties, and I am
familiar with and accept the obligations of my position as registered agent.

         CORPORATION SERVICE COMPANY

         By:    /s/Lynette Coleman
                ---------------------
                [Name], [Title]

         Date:  12/13/2001

                                       3

EX-3.277

                                                                   Exhibit 3.277

                                     BYLAWS

                                       OF

                       PHYSICIAN ACCOUNT MANAGEMENT, INC.

                                    ARTICLE I

                                     OFFICES

1.01. The registered agent and office of Physician Account Management, Inc. (the
"Corporation") shall be such registered agent and office as shall from time to
time be established pursuant to the articles of incorporation, as amended from
time to time, of the Corporation (the "Charter") or by resolution of the Board
of Directors of the Corporation (the "Board").

1.02. The Corporation may also have offices at such other places both within and
without the State of Florida as the Board may from time to time determine or the
business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

2.01. Meetings of Shareholders of the Corporation (the "Shareholders") for any
purpose may be held at such place, within or without the State of Florida, as
shall be fixed from time to time by the Board, or, if the Board has not so
specified, then at such place as may be fixed by the person or persons calling
the meeting.

2.02. An annual meeting of the Shareholders shall be held at such date and time
as shall be fixed from time to time by the Board, at which they shall elect a
Board, and transact such other business as may properly be brought before the
meeting.

2.03. At least ten days before each meeting of Shareholders, a complete list of
the Shareholders entitled to vote at said meeting arranged in alphabetical
order, with the residence of each and the number of voting shares held by each,
shall be prepared by the officer or agent having charge of the stock transfer
books. Such list, for a period of ten days prior to such meeting, shall be kept
on file at the registered office of the Corporation and shall be subject to
inspection by any Shareholder at any time during usual business hours. Such list
shall be produced and kept open at the time and place of the meeting during the
whole time thereof, and shall be subject to the inspection of any Shareholder
who may be present.

2.04. Special meetings of the Shareholders, for any purpose or purposes, unless
otherwise prescribed by statute, the Charter, or these bylaws, may be called by
the President, a majority of the Board, or the holders of not less than ten
percent of all the shares entitled to vote at the



meetings. Business transacted at all special meetings shall be confined to the
objects stated in the notice of the meeting.

2.05. Written or printed notice stating the place, day, and hour of the meeting
and, in case of a special meeting, the purpose or purposes for which the meeting
is called, shall be delivered not less than ten nor more than sixty days before
the date of the meeting, either personally or by mail, by or at the direction of
the President, the Secretary, or the officer or person calling the meeting, to
each Shareholder of record entitled to vote at the meeting.

2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
Shareholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Shareholders, the Shareholders
entitled to vote thereat, present in person or represented by proxy, shall
nevertheless have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At an adjourned session at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.

2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Shareholders to leave less than a quorum.

2.08. Each outstanding share of the Corporation, regardless of class, shall be
entitled to one vote on each matter submitted to a vote at a meeting of
Shareholders, unless otherwise provided by statute or the Charter. At any
meeting of the Shareholders, every Shareholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Shareholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Shareholders present at the meeting.

2.09. The Board may fix in advance a record date for the purpose of determining
Shareholders entitled to notice of or to vote at a meeting of Shareholders, such
record date to be not less than ten nor more than sixty days prior to such
meeting, or the Board may close the stock transfer books for such purpose for a
period of not less than ten nor more than sixty days prior to such meeting. In
the absence of any action by the Board, the date upon which the notice of the
meeting is mailed shall be the record date.


                                        2



2.10. Any action required by statute to be taken at a meeting of the
Shareholders, or any action which may be taken at a meeting of the Shareholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Shareholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Shareholders.

2.11. Subject to the provisions required or permitted by statute or the Charter
for notice of meetings, Shareholders may participate in and hold a meeting by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

3.01. The business and affairs of the Corporation shall be managed by the Board
who may exercise all such powers of the Corporation and do all such lawful acts
and things as are not by statute or by the Charter or by these bylaws directed
or required to be exercised or done by the Shareholders.

3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Shareholders at the
annual meeting or a special meeting called for that purpose, but no decrease
shall have the effect of shortening the term of an incumbent director. Directors
need not be Shareholders or residents of the State of Florida. The directors
shall be elected at the annual meeting of the Shareholders, except as
hereinafter provided, and each director elected shall hold office until his or
her successor shall be elected and shall qualify.

3.03. At any meeting of Shareholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Shareholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Shareholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Shareholders.

3.04. Whenever the holders of any class or series of shares of the Corporation
are entitled to elect one or more directors by the provisions of the Charter,
any vacancies in such directorships and any newly created directorships of such
class or series to be filled by reason of an increase in the


                                        3



number of such directors may be filled by the affirmative vote of a majority of
the directors elected by such class or series then in office or by a sole
remaining director so elected, or by the vote of the holders of the outstanding
shares of such class or series, and such directorships shall not in any case be
filled by the vote of the remaining directors or the holders of the outstanding
shares as a whole unless otherwise provided in the Charter.

3.05. At each election for directors, every Shareholder entitled to vote at such
election shall have the right to vote, in person or by proxy, the number of
shares owned by such Shareholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

Executive and Other Committees

3.06. The Board, by resolution adopted by a majority of the Board, may designate
from among its members an executive committee and one or more other committees,
each of which shall be comprised of one or more members and, to the extent
provided in such resolution, shall have and may exercise all of the authority of
the Board, including the authority to declare dividends and to authorize the
issuance of shares of the Corporation, to the extent permitted by law.
Committees shall keep regular minutes of their proceedings and report the same
to the Board when required.

Meetings of Directors

3.07. The directors of the Corporation may hold their meetings, both regular and
special, either within or without the State of Florida.

3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Shareholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

3.09. Regular meetings of the Board maybe held without notice at such time and
place as shall from time to time be determined by the Board.

3.10. Special meetings of the Board may be called by the President on two days'
notice to each director, either personally or by mail, telecopy, or overnight
courier; special meetings shall be called by the President or Secretary in like
manner and on like notice on the written request of a majority of the directors.
Except as maybe otherwise expressly provided by statute, the Charter, or these
bylaws, neither the business to be transacted at, nor the purpose of, any
special meeting needs to be specified in a notice or waiver of notice.

3.11. At all meetings of the Board the presence of a majority of the full Board
shall be necessary and sufficient to constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board, except as may be
otherwise specifically provided by statute or by the Charter or by these bylaws.
If a quorum shall not be present at any meeting of directors, the directors
present thereat may


                                        4



adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

3.12. Any action required or permitted to be taken at a meeting of the Board or
any committee may be taken without a meeting if a consent in writing, setting
forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

3.13. Subject to the provisions required or permitted by statute or the Charter
for notice of meetings, members of the Board, or members of any committee
designated by the Board, may participate in and hold a meeting of the Board or
such committee by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this section shall
constitute presence in person at such meeting, except where a person
participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

Compensation of Directors

3.14. Directors, as such, shall not receive any stated salary for their
services, but, by resolution of the Board, a fixed sum and expenses of
attendance, if any, maybe allowed for attendance at each regular or special
meeting of the Board; provided that nothing herein contained shall be construed
to preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

                                   ARTICLE IV

                                     NOTICES

4.01. Whenever under the provisions of any applicable statute, the Charter or
these bylaws, notice is required to be given to any director or Shareholder, and
no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Shareholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

4.02. Whenever any notice is required to be given to any Shareholder or director
of the Corporation under the provisions of any applicable statute, the Charter
or these bylaws, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time stated in such notice,
shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS


                                        5



5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

5.02. The Board at its first meeting after each annual meeting of Shareholders
shall choose a Chairman of the Board and, at its discretion, a Vice Chairman of
the Board, from its members; and a President, a Treasurer, a Secretary, and such
other officers, including assistant officers, and agents as may be deemed
necessary, none of whom need be a member of the Board.

5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

5.04. The salaries of all officers and agents of the Corporation shall be fixed
by the Board. Unless so fixed by the Board each officer of the Corporation shall
serve without remuneration.

5.05. Each officer of the Corporation shall hold office until his successor is
chosen and qualified in his stead or until his death or until his resignation or
removal from office. Any officer or agent elected or appointed by the Board may
be removed at any time by the Board, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed. If the office of any
officer becomes vacant for any reason, the vacancy may be filled by the Board.

Chairman of the Board

5.06. The Chairman of the Board shall preside at all meetings of the
shareholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

Chief Executive Officer

5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

Vice-Chairman of the Board

5.08. The Vice-Chairman of the Board shall have duties assigned by the Board and
shall preside in the absence of the Chairman, at all meetings of the
Shareholders and the Board. He shall be ex-officio a member of all standing
committees.

The President

5.09. The President shall be the chief operating and executive officer of the
Corporation, shall have the general powers and duties of oversight, supervision
and management of the business


                                        6



and affairs of the Corporation and shall see that all orders and resolutions of
the Board are carried into effect. He shall be an ex-officio member of all
standing committees of the Board.

The Secretary and Assistant Secretaries

5.10. The Secretary shall attend all sessions of the Board and all meetings of
the Shareholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Shareholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

5.11. Each Assistant Secretary shall have such powers and perform such duties as
the Board may from time to time prescribe or as the President may from time to
time delegate.

The Treasurer

5.12. The Treasurer shall have the custody of the corporate funds and securities
and shall keep full and accurate accounts of receipts and disbursements of the
Corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be designated
by the Board.

5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

5.14. If required by the Board, the Treasurer shall give the Corporation a bond
in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

5.15. Each Assistant Treasurer shall have such powers and perform such duties as
the Board may from time to time prescribe or as the President may from time to
time delegate.

Other Offices

5.16. Any Executive Vice President, Vice President, or other officer elected by
the Board shall have such powers and perform such duties as the Board may from
time to time prescribe or as the President may from time to time delegate.


                                        7



                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Shareholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of Florida. Each certificate shall be signed by either the President or
any Vice President then in office and by either the Secretary, an Assistant
Secretary, or any Treasurer then in office, and may be sealed with the seal of
the Corporation or a facsimile thereof. If any certificate is countersigned by a
transfer agent, or an assistant transfer agent or registered by a registrar,
other than the Corporation or an employee of the Corporation, the signature of
any such officer of the Corporation may be a facsimile. Whenever the Corporation
shall be authorized to issue more than one class of stock, there shall be (1)
set forth conspicuously upon the face or back of each certificate a full
statement of (a) all of the designations, preferences, limitations, and relative
rights of the shares of each class authorized to be issued and (b) if the
Corporation is authorized to issue any preferred or special class in series, the
variations in the relative rights and preferences of the shares of each series
so far as the same have been fixed and determined and the authority of the Board
to fix and determine the relative rights and preferences of subsequent series;
or (2) stated conspicuously on the face or back of the certificate that (a) such
a statement is set forth in the Charter on file in the office of the Secretary
of State of Florida and (b) the Corporation will furnish a copy of such
statement to the record holder of the certificate without charge upon request to
the Corporation at its principal place of business or registered office.
Whenever the Corporation by the Charter has limited or denied the preemptive
rights of Shareholders to acquire unissued or treasury shares of the
Corporation, each certificate (1) shall conspicuously set forth upon the face or
back of such certificate a full statement of the limitation or denial of
preemptive rights contained in the Charter, or (2) shall conspicuously state on
the face or back of the certificate that (a) such statement is set forth in the
Charter on file in the office of the Secretary of State of Florida and (b) the
Corporation will furnish a copy of such statement to the record holder of the
certificate without charge upon request to the Corporation at its principal
place of business or registered office. If any restriction on the transfer or
the registration of the transfer of shares shall be imposed or agreed to by the
Corporation, as permitted by law, each certificate representing shares so
restricted (1) shall conspicuously set forth a full or summary statement of the
restriction on the face of the certificate, or (2) shall set forth such
statement on the back of the certificate and conspicuously refer to the same on
the face of the certificate, or (3) shall conspicuously state on the face or
back of the certificate that such a restriction exists pursuant to a specified
document and (a) that the Corporation will furnish to the record holder of the
certificate without charge upon written request to the corporation at its
principal place of business or registered office a copy of the specified
document, or (b) if such document is one required or permitted to be and has
been filed under the Florida Business Corporation Act, that such document is on
file in the office of the Secretary of State of Florida and contains a full
statement of such restriction.


                                        8



Lost Certificates

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

Transfer of Shares

6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified in the Florida Business and Commerce Code, it shall be the
duty of the Corporation or the transfer agent of the Corporation to register the
transfer as requested.

Registered Shareholders

6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    Dividends

7.01. Dividends upon the outstanding shares of the Corporation, subject to the
provisions of the Charter, if any, may be declared by the Board at any regular
or special meeting of the Board or by any committee of the Board so authorized.
Dividends may be paid in cash, in property, or in shares of the Corporation,
subject to the provisions of any applicable statute or the Charter. The Board
may fix in advance a record date for the purpose of determining Shareholders
entitled to receive payment of any dividend, such record date to be not more
than fifty days prior to the payment date of such dividend, or the Board may
close the stock transfer books for such purpose for a period of not more than
fifty days prior to the payment date of such dividend. In the absence of any
action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.

Reserves


                                        9



7.02. There may be created by resolution of the Board out of the surplus of the
Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

Checks

7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

Execution of Contracts, Deeds, Etc.

7.04. The Board may authorize any officer or officers, agent or agents, in the
name and on behalf of the Corporation, to enter into or execute and deliver any
and all deeds, bonds, mortgages, contracts and other obligations or instruments,
and such authority may be general or confined to specific instances.

Fiscal Year

7.05. The fiscal year of the Corporation shall be fixed by resolution of the
Board.

Voting of Securities

7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

Indemnification

7.07 (a) Subject to any limitation which maybe contained in the Charter, the
Corporation shall to the full extent permitted by law, including without
limitation, Florida Business Corporation Act Art. 2.02-1, as such Article now
exists or shall hereafter be amended, indemnify any person who was, is, or is
threatened to be made a named defendant or respondent to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
arbitral, administrative, or investigative, any appeal in such action, suit, or
proceeding, and any inquiry or investigation that could lead to such an action,
suit, or proceeding, because such person is or was a director or officer of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another


                                       10



corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan, or other enterprise, against judgments, penalties (including
excise and similar taxes), fines, settlements, and reasonable expenses
(including attorneys' fees) actually incurred by such person in connection with
such action, suit, or proceeding. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that an
individual did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.

(b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the fall extent permitted by law, including without
limitation, Art. 2.02-1 of the Florida Business Corporation Act, as such Article
now exists or shall hereafter be amended, pay or reimburse on a current basis
the expenses incurred by any person described in subsection (a) of this Section
7.07 in connection with any such action, suit, or proceeding in advance of the
final disposition thereof, if the Corporation has received (i) a written
affirmation by the recipient of-his good faith belief that he has met the
standard of conduct necessary for indemnification under the Florida Business.
Corporation Act and (ii) a written undertaking by or on behalf of the director
to repay the amount paid or reimbursed if it is ultimately determined that he
has not satisfied such standard of conduct or if indemnification is prohibited
by law.

(c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the shareholders with or before the notice or waiver of notice of the
next Shareholder's meeting or with or before the next submission to Shareholders
of a consent to action without a meeting pursuant to Section A, Article 9.10 of
the Florida Business Corporation Act, and, in any case, within the 12-month
period immediately following the date of the indemnification or advance.

(d) The Corporation may purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the Corporation or who
is or was serving at the request of the Corporation as a director, officer,
partner, venturer, proprietor, trustee, employee, agent, or similar functionary
of another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against any
liability asserted against him and incurred by him in such a capacity or arising
out of his status as such a person, whether or not the corporation would have
the power to indemnify him against that liability under this article, subject to
any restrictions imposed by law. The Corporation may create a trust fund,
establish any form of self-insurance, grant a security interest or other lien on
the assets of the Corporation, or use other means (including, without
limitation, a letter of credit, guarantee or surety arrangement) to ensure the
payment of such sums as may become necessary to effect indemnification as
provided herein.

(e) The rights provided under this Section 7.07 shall not be deemed exclusive of
any other rights permitted by law to which such person may be entitled under any
provision of the Charter, a resolution of Shareholders or directors of the
Corporation, an agreement or otherwise, and shall continue as to a person who
has ceased to be a director, officer, employee, or agent and shall inure to the
benefit of the heirs, executors, and administrators of such a person. The rights


                                       11



provided in this Section 7.07 shall be deemed to be provided by a contract
between the Corporation and the individuals who serve in the capacities
described in subsection (a) hereof at any time while these bylaws are in effect,
and no repeal or modification of this Section 7.07 by the Shareholders shall
adversely affect any right of any person otherwise entitled to indemnification
by virtue of this Section 7.07 at the time of such repeal or modification.

                                  ARTICLE VIII

                                   AMENDMENTS

8.01. The Board may amend or repeal these bylaws or adopt new bylaws, unless:

(1) the Charter or statute reserves the power exclusively to the Shareholders in
whole or part; or

(2) the Shareholders in amending, repealing or adopting a particular bylaw
expressly provide that the Board may not amend or repeal such bylaw.

8.02. Unless the Charter or a bylaw adopted by the Shareholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Shareholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                       12

EX-3.278

                                                                   Exhibit 3.278
                                STATE OF DELAWARE
                          CERTIFICATE OF INCORPORATION
                               A STOCK CORPORATION

- -     FIRST: The name of this Corporation is Provider Account Management, Inc

- -     SECOND: Its registered office in the State of Delaware is to be located at
2711 Centerville Road Suite 400 Street, in the City of Wilmington County of New
Castle Zip Code 19808. The registered agent in charge thereof is Corporation
Service Company.

- -     THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

- -     FOURTH: The amount of the total authorized capital stock of this
corporation is Ten Dollars ($10.00) divided into 1000 shares of one cent Dollars
($.01) each.

- -     FIFTH: The name and mailing address of the incorporator are as follows:

      Name  Robyn Bakalar

      Mailing Address 1717 Main Street, Ste. 5200
               Dallas, TX Zip Code 75201

- -     I, THE UNDERSIGNED, for the purpose of forming a corporation under the
laws of the State of Delaware, do make, file and record this Certificate, and do
certify that the facts herein stated are true, and I have accordingly hereunto
set my hand this 7 day of November, A.D. 2001.

By:/s/ Robyn Bakalar
   -----------------------
       (Incorporator)

NAME:/s/Robyn Bakalar
     ---------------------
     (Type or Print)

EX-3.279

                                                                   Exhibit 3.279

                                     BYLAWS

                                       OF

                        PROVIDER ACCOUNT MANAGEMENT, INC.

                                    ARTICLE I

                                     OFFICES

1.01. The registered agent and office of Provider Account Management, Inc. (the
"Corporation") shall be such registered agent and office as shall from time to
time be established pursuant to the articles of incorporation, as amended from
time to time, of the Corporation (the "Charter") or by resolution of the Board
of Directors of the Corporation (the "Board").

1.02. The Corporation may also have offices at such other places both within and
without the State of Delaware as the Board may from time to time determine or
the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

2.01. Meetings of Shareholders of the Corporation (the "Shareholders") for any
purpose may be held at such place, within or without the State of Delaware, as
shall be fixed from time to time by the Board, or, if the Board has not so
specified, then at such place as may be fixed by the person or persons calling
the meeting.

2.02. An annual meeting of the Shareholders shall be held at such date and time
as shall be fixed from time to time by the Board, at which they shall elect a
Board, and transact such other business as may properly be brought before the
meeting.

2.03. At least ten days before each meeting of Shareholders, a complete list of
the Shareholders entitled to vote at said meeting arranged in alphabetical
order, with the residence of each and the number of voting shares held by each,
shall be prepared by the officer or agent having. charge of the stock transfer
books. Such list, for a period of ten days prior to such meeting, shall be kept
on file at the registered office of the Corporation and shall be subject to
inspection by any Shareholder at any time during usual business hours. Such list
shall be produced and kept open at the time and place of the meeting during the
whole time thereof, and shall be subject to the inspection of any Shareholder
who may be present.

2.04. Special meetings of the Shareholders, for any purpose or purposes, unless
otherwise prescribed by statute, the Charter, or these bylaws, may be called by
the President, a majority of the Board, or the holders of not less than ten
percent of all the shares entitled to vote at the



meetings. Business transacted at all special meetings shall be confined to the
objects stated in the notice of the meeting.

2.05. Written or printed notice stating the place, day, and hour of the meeting
and, in case of a special meeting, the purpose or purposes for which the meeting
is called, shall be delivered not less than ten nor more than sixty days before
the date of the meeting, either personally or by mail, by or at the direction of
the President, the Secretary, or the officer or person calling the meeting, to
each Shareholder of record entitled to vote at the meeting.

2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
Shareholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Shareholders, the Shareholders
entitled to vote thereat, present in person or represented by proxy, shall
nevertheless have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At an adjourned session at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.

2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Shareholders to leave less than a quorum.

2.08. Each outstanding share of the Corporation, regardless of class, shall be
entitled to one vote on each matter submitted to a vote at a meeting of
Shareholders, unless otherwise provided by statute or the Charter. At any
meeting of the Shareholders, every Shareholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Shareholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Shareholders present at the meeting.

2.09. The Board may fix in advance a record date for the purpose of determining
Shareholders entitled to notice of or to vote at a meeting of Shareholders, such
record date to be not less than ten nor more than sixty days prior to such
meeting, or the Board may close the stock transfer books for such purpose for a
period of not less than ten nor more than sixty days prior to such meeting. In
the absence of any action by the Board, the date upon which the notice of the
meeting is mailed shall be the record date.


                                        2



2.10. Any action required by statute to be taken at a meeting of the
Shareholders, or any action which may be taken at a meeting of the Shareholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Shareholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Shareholders.

2.11. Subject to the provisions required or permitted by statute or the Charter
for notice of meetings, Shareholders may participate in and hold a meeting by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE III

                                    DIRECTORS

3.01. The business and affairs of the Corporation shall be managed by the Board
who may exercise all such powers of the Corporation and do all such lawful acts
and things as are not by statute or by the Charter or by these bylaws directed
or required to be exercised or done by the Shareholders.

3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Shareholders at the
annual meeting or a special meeting called for that purpose, but no decrease
shall have the effect of shortening the term of an incumbent director. Directors
need not be Shareholders or residents of the State of Delaware. The directors
shall be elected at the annual meeting of the Shareholders, except as
hereinafter provided, and each director elected shall hold office until his or
her successor shall be elected and shall qualify.

3.03. At any meeting of Shareholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Shareholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Shareholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Shareholders.

3.04. Whenever the holders of any class or series of shares of the Corporation
are entitled to elect one or more directors by the provisions of the Charter,
any vacancies in such directorships


                                        3



and any newly created directorships of such class or series to be filled by
reason of an increase in the number of such directors may be filled by the
affirmative vote of a majority of the directors elected by such class or series
then in office or by a sole remaining director so elected, or by the vote of the
holders of the outstanding shares of such class or series, and such
directorships shall not in any case be filled by the vote of the remaining
directors or the holders of the outstanding shares as a whole unless otherwise
provided in the Charter.

3.05. At each election for directors, every Shareholder entitled to vote at such
election shall have the right to vote, in person or by proxy, the number of
shares owned by such Shareholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.

Executive and Other Committees

3.06. The Board, by resolution adopted by a majority of the Board, may designate
from among its members an executive committee and one or more other committees,
each of which shall be comprised of one or more members and, to the extent
provided in such resolution, shall have and may exercise all of the authority of
the Board, including the authority to declare dividends and to authorize the
issuance of shares of the Corporation, to the extent permitted by law.
Committees shall keep regular minutes of their proceedings and report the same
to the Board when required.

Meetings of Directors

3.07. The directors of the Corporation may hold their meetings, both regular and
special, either within or without the State of Delaware.

3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Shareholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.

3.09. Regular meetings of the Board may be held without notice at such time and
place as shall from time to time be determined by the Board.

3.10. Special meetings of the Board maybe called by the President on two days'
notice to each director, either personally or by mail, telecopy, or overnight
courier; special meetings shall be called by the President or Secretary in like
manner and on like notice on the written request of a majority of the directors.
Except as may be otherwise expressly provided by statute, the Charter, or these
bylaws, neither the business to be transacted at, nor the purpose of, any
special meeting needs to be specified in a notice or waiver of notice.

3.11. At all meetings of the Board the presence of a majority of the full Board
shall be necessary and sufficient to constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board, except as may be
otherwise specifically provided by statute or by the Charter or by these bylaws.
If a quorum shall not be present at any meeting of directors, the directors
present thereat may


                                        4



adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

3.12. Any action required or permitted to be taken at a meeting of the Board or
any committee may be taken without a meeting if a consent in writing, setting
forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

3.13. Subject to the provisions required or permitted by statute or the Charter
for notice of meetings, members of the Board, or members of any committee
designated by the Board, may participate in and hold a meeting of the Board or
such committee by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this section shall
constitute presence in person at such meeting, except where a person
participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

Compensation of Directors

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

                                   ARTICLE IV

                                     NOTICES

4.01. Whenever under the provisions of any applicable statute, the Charter or
these bylaws, notice is required to be given to any director or Shareholder, and
no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Shareholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.

4.02. Whenever any notice is required to be given to any Shareholder or director
of the Corporation under the provisions of any applicable statute, the Charter
or these bylaws, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time stated in such notice,
shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS


                                        5



5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.

5.02. The Board at its first meeting after each annual meeting of Shareholders
shall choose a Chairman of the Board and, at its discretion, a Vice Chairman of
the Board, from its members; and a President, a Treasurer, a Secretary, and such
other officers, including assistant officers, and agents as may be deemed
necessary, none of whom need be a member of the Board.

5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.

5.04. The salaries of all officers and agents of the Corporation shall be fixed
by the Board. Unless so fixed by the Board each officer of the Corporation shall
serve without remuneration.

5.05. Each officer of the Corporation shall hold office until his successor is
chosen and qualified in his stead or until his death or until his resignation or
removal from office. Any officer or agent elected or appointed by the Board may
be removed at any time by the Board, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed. If the office of any
officer becomes vacant for any reason, the vacancy may be filled by the Board.

Chairman of the Board

5.06. The Chairman of the Board shall preside at all meetings of the
shareholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.

Chief Executive Officer

5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.

Vice-Chairman of the Board

5.08. The Vice-Chairman of the Board shall have duties assigned by the Board and
shall preside in the absence of the Chairman, at all meetings of the
Shareholders and the Board. He shall be ex-officio a member of all standing
committees.

The President

5.09. The President shall be the chief operating and executive officer of the
Corporation, shall have the general powers and duties of oversight, supervision
and management of the business


                                        6



and affairs of the Corporation and shall see that all orders and resolutions of
the Board are carried into effect. He shall be an ex-officio member of all
standing committees of the Board.

The Secretary and Assistant Secretaries

5.10. The Secretary shall attend all sessions of the Board and all meetings of
the Shareholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Shareholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.

5.11. Each Assistant Secretary shall have such powers and perform such duties as
the Board may from time to time prescribe or as the President may from time to
time delegate.

The Treasurer

5.12. The Treasurer shall have the custody of the corporate funds and securities
and shall keep full and accurate accounts of receipts and disbursements of the
Corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be designated
by the Board.

5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.

5.14. If required by the Board, the Treasurer shall give the Corporation a bond
in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

5.15. Each Assistant Treasurer shall have such powers and perform such duties as
the Board may from time to time prescribe or as the President may from time to
time delegate.

Other Offices

5.16. Any Executive Vice President, Vice President, or other officer elected by
the Board shall have such powers and perform such duties as the Board may from
time to time prescribe or as the President may from time to time delegate.

                                   ARTICLE VI


                                        7



                        CERTIFICATES REPRESENTING SHARES

6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Shareholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of Delaware. Each certificate shall be signed by either the President
or any Vice President then in office and by either the Secretary, an Assistant
Secretary, or any Treasurer then in office, and may be sealed with the seal of
the Corporation or a facsimile thereof. If any certificate is countersigned by a
transfer agent, or an assistant transfer agent or registered by a registrar,
other than the Corporation or an employee of the Corporation, the signature of
any such officer of the Corporation maybe a facsimile. Whenever the Corporation
shall be authorized to issue more than one class of stock, there shall be (1)
set forth conspicuously upon the face or back of each certificate a full
statement of (a) all of the designations, preferences, limitations, and relative
rights of the shares of each class authorized to be issued and (b) if the
Corporation is authorized to issue any preferred or special class in series, the
variations in the relative rights and preferences of the shares of each series
so far as the same have been fixed and determined and the authority of the Board
to fix and determine the relative rights and preferences of subsequent series;
or (2) stated conspicuously on the face or back of the certificate that (a) such
a statement is set forth in the Charter on file in the office of the Secretary
of State of Delaware and (b) the Corporation will furnish a copy of such
statement to the record holder of the certificate without charge upon request to
the Corporation at its principal place of business or registered office.
Whenever the Corporation by the Charter has limited or denied the preemptive
rights of Shareholders to acquire unissued or treasury shares of the
Corporation, each certificate (1) shall conspicuously set forth upon the face or
back of such certificate a full statement of the limitation or denial of
preemptive rights contained in the Charter, or (2) shall conspicuously state on
the face or back of the certificate that (a) such statement is set forth in the
Charter on file in the office of the Secretary of State of Delaware and (b) the
Corporation will furnish a copy of such statement to the record holder of the
certificate without charge upon request to the Corporation at its principal
place of business or registered office. If any restriction on the transfer or
the registration of the transfer of shares shall be imposed or agreed to by the
Corporation, as permitted by law, each certificate representing shares so
restricted (1) shall conspicuously set forth a full or summary statement of the
restriction on the face of the certificate, or (2) shall set forth such
statement on the back of the certificate and conspicuously refer to the same on
the face of the certificate, or (3) shall conspicuously state on the face or
back of the certificate that such a restriction exists pursuant to a specified
document and (a) that the Corporation will furnish to the record holder of the
certificate without charge upon written request to the corporation at its
principal place of business or registered office a copy of the specified
document, or (b) if such document is one required or permitted to be and has
been filed under the Delaware Business Corporation Act, that such document is on
file in the office of the Secretary of State of Delaware and contains a full
statement of such restriction.

Lost Certificates


                                        8



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

Transfer of Shares

6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified in the Delaware Business and Commerce Code, it shall be the
duty of the Corporation or the transfer agent of the Corporation to register the
transfer as requested.

Registered Shareholders

6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.

                                   ARTICLE VII

                               GENERAL PROVISIONS

Dividends

7.01. Dividends upon the outstanding shares of the Corporation, subject to the
provisions of the Charter, if any, maybe declared by the Board at any regular or
special meeting of the Board or by any committee of the Board so authorized.
Dividends may be paid in cash, in property, or in shares of the Corporation,
subject to the provisions of any applicable statute or the Charter. The Board
may fix in advance a record date for the purpose of determining Shareholders
entitled to receive payment of any dividend, such record date to be not more
than fifty days prior to the payment date of such dividend, or the Board may
close the stock transfer books for such purpose for a period of not more than
fifty days prior to the payment date of such dividend. In the absence of any
action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.

Reserves

7.02. There may be created by resolution of the Board out of the surplus of the
Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide


                                        9



for contingencies, or to repair or maintain any property of the Corporation, or
for such other purpose as the directors shall think beneficial to the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

Checks

7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.

Execution of Contracts, Deeds, Etc.

7.04. The Board may authorize any officer or officers, agent or agents, in the
name and on behalf of the Corporation, to enter into or execute and deliver any
and all deeds, bonds, mortgages, contracts and other obligations or instruments,
and such authority may be general or confined to specific instances.

Fiscal Year

7.05. The fiscal year of the Corporation shall be fixed by resolution of the
Board. Voting of Securities

7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing. an agent or attorney-in-fact for the Corporation to attend, vote
and act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.

Indemnification

7.07 (a) Subject to any limitation which maybe contained in the Charter, the
Corporation shall to the full extent permitted by law, including without
limitation, Delaware Business Corporation Act Art. 2.02-1, as such Article now
exists or shall hereafter be amended, indemnify any person who was, is, or is
threatened to be made a named defendant or respondent to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
arbitral, administrative, or investigative, any appeal in such action, suit, or
proceeding, and any inquiry or investigation that could lead to such an action,
suit, or proceeding, because such person is or was a director or officer of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person


                                       10



in connection with such action, suit, or proceeding. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

(b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, including without
limitation, Art. 2.02-1 of the Delaware Business Corporation Act, as such
Article now exists or shall hereafter be amended, pay or reimburse on a current
basis the expenses incurred by any person described in subsection (a) of this
Section 7.07 in connection with any such action, suit, or proceeding in advance
of the final disposition thereof, if the Corporation has received (i) a written
affirmation by the recipient of his good faith belief that he has met . the
standard of conduct necessary for indemnification under the Delaware Business
Corporation Act and (ii) a written undertaking by or on behalf of the director
to repay the amount paid or reimbursed if it is ultimately determined that he
has not satisfied such standard of conduct or if indemnification is prohibited
by law.

(c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the shareholders with or before the notice or waiver of notice of the
next Shareholder's meeting or with or before the next submission to Shareholders
of a consent to action without a meeting pursuant to Section A, Article 9.10 of
the Delaware Business Corporation Act, and, in any case, within the 12-month
period immediately following the date of the indemnification or advance.

(d) The Corporation may purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the Corporation or who
is or was serving at the request of the Corporation as a director, officer,
partner, venturer, proprietor, trustee, employee, agent, or similar functionary
of another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against any
liability asserted against him and incurred by him in such a capacity or arising
out of his status as such a person, whether or not the corporation would have
the power to indemnify him against that liability under this article, subject to
any restrictions imposed by law. The Corporation may create a trust fund,
establish any form of self-insurance, grant a security interest or other lien on
the assets of the Corporation, or use other means (including, without
limitation, a letter of credit, guarantee or surety arrangement) to ensure the
payment of such sums as may become necessary to effect indemnification as
provided herein.

(e) The rights provided under this Section 7.07 shall not be deemed exclusive of
any other rights permitted by law to which such person maybe entitled under any
provision of the Charter, a resolution of Shareholders or directors of the
Corporation, an agreement or otherwise, and shall continue as to a person who
has ceased to be a director, officer, employee, or agent and shall inure to the
benefit of the heirs, executors, and administrators of such a person. The rights
provided in this Section 7.07 shall be deemed to be provided by a contract
between the Corporation and the individuals who serve in the capacities
described in subsection (a) hereof at any time while these bylaws are in effect,
and no repeal or modification of this Section 7.07 by


                                       11



the Shareholders shall adversely affect any right of any person otherwise
entitled to indemnification by virtue of this Section 7.07 at the time of such
repeal or modification.

                                  ARTICLE VIII

                                   AMENDMENTS

8.01. The Board may amend or repeal these bylaws or adopt new bylaws, unless:

(1) the Charter or statute reserves the power exclusively to the Shareholders in
whole or part; or

(2) the Shareholders in amending, repealing or adopting a particular bylaw
expressly provide that the Board may not amend or repeal such bylaw.

8.02. Unless the Charter or a bylaw adopted by the Shareholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Shareholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.


                                       12

EX-3.280

                                                                   Exhibit 3.280

Microfilm Number 9106 804      Filed with the Department of State on ___________

Entity Number 2005089          _________________________________________________
                                                   Secretary of the Commonwealth

                            ARTICLES OF INCORPORATION
                              DSCB:15-1306 (Rev 89)

Indicate type of domestic corporation (check one):

                                                      
[xx]  Business-stock (15 Pa. C.S. Section 1306)          [  ] Professional (15 Pa. C.S. Section 2903)

[  ]  Business-nonstock (15 Pa. C.S. Section 2102)       [  ] Management (15 Pa. C.S. Section 2701)

[  ]  Business-statutory close (15 Pa. C.S.              [  ] Cooperative (15 Pa. C.S. Section 7701)
      Section 2304a is applicable)



1.    The name of the corporation is:   Reimbursement Technologies, Inc.

      __________________________________________________________________________
      This corporation is incorporated under the provisions of the Business
      Corporation Law of 1988.

2.    The (a) address of this corporation's initial registered office in this
      Commonwealth or (b) commercial registered office provider and the county
      of venue is:

(a)              1525 Stocton Road, Meadowbrook, PA  19046       Montgomery
      --------------------------------------------------------------------------
      Number and Street               City     State  Zip          County

(b)   __________________________________________________________________________
      Name of Commercial Registered Office Provider                County

      For a corporation represented by a commercial registered office provider,
      the county in (b) shall be deemed the county in which the corporation is
      located for venue and official publication purposes.

3.    The aggregate number of shares authorized is: 1,000 (other provisions, if
      any, attach 8 -(1/2) x 11 sheet)

4.    The name and address, including street and number, if any, of each
      incorporator is:
      Name         Address                  Signature                   Date

      Calvin L. Wels  c/o Pepper, Hamilton & Scheetz  /s/ Calvin L. Wels  2/4/91
      --------------  ------------------------------  ------------------  ------
                      3000 Two Logan Square
                      Eighteenth & Arch Streets
      ______________  Philadelphia, PA  19103         __________________  ______

5.    The specified effective date, if any, is:          upon filing
                                                -------------------------------
                                                month  day  year  hour, if any

6.    Any additional provisions of the articles, if any, attach an 8 -1/2 x 11
      sheet. See Rider "A" attached hereto.

7.    Statutory close corporation only: Neither the corporation nor any
      shareholder shall make an offering of any of its shares of any class that
      would constitute a "Public Offering" within the meaning of the Securities
      Act of 1933 (15 U.S.C. Section 77... seq.)

8.    Business cooperative corporations only: (Complete and strike out
      inapplicable term) The common bond of membership among its
      members/shareholders is:______________________________________



Microfilm Number 9859-1541     Filed with the Department of State on Aug 10 1998

Entity Number 2005089          /s/______________________________________________
                                          Secretary of the Commonwealth

                    STATEMENT OF CHANGE OF REGISTERED OFFICE
                    DSCB:15-1507/4144/5507/6144/8508 (Rev 90)

Indicate type of entity (check one):
                                                                 
[xx]  Domestic business corporation (15 Pa.C.S. Sections. 1507)     [  ] Foreign Nonprofit Corporation (15 Pa.C.S. Sections. 6144)

[  ]  Foreign Business Corporation (15 Pa.C.S. Sections. 4144)      [  ] Domestic Limited Partnership (15 Pa.C.S. Sections. 8508)

[  ]  Domestic Nonprofit Corporation (15 Pa.C.S. Sections. 5507)



      In compliance with the requirements of the applicable provisions of 15
Pa.C.S. (relating to corporations and unincorporated associations) the
undersigned corporation or limited partnership, desiring to effect a change of
registered office, hereby states that:

1.    The name of the corporation or limited partnership is: Reimbursement
      Technologies, Inc.
________________________________________________________________________________

2.    The (a) address of this corporation's or limited partnership's current
      registered office in this Commonwealth or (b) name of its commercial
      registered office provider and the county of venue is: (the Department is
      hereby authorized to correct the following information to conform to the
      records of the Department):

      (a)   1525 Stocton Road, Meadowbrook, PA  19046          Montgomery
            --------------------------------------------------------------------
            Number and Street    City     State  Zip            County

      (b)   c/o ________________________________________________________________
            Name of Commercial Registered Office Provider        County

      For a corporation or a limited partnership represented by a commercial
      registered office provider, the county in (b) shall be deemed the county
      in which the corporation or limited partnership is located for venue and
      official publication purposes.

3.    (Complete part (a) or (b)):

      (a)   The address to which the registered office of the corporation or
      limited partnership in this Commonwealth is to be changed is:

        3043 Walton Road,  P.O. Box 3035,  Blue Bell, PA  19422-0760  Montgomery
      --------------------------------------------------------------------------
      Number and Street    City             State           Zip         County

      (b)   The registered office of the corporation or limited partnership
            shall be provided by:

      c/o:______________________________________________________________________
            Name of Commercial Registered Office Provider         County

For a corporation or limited partnership represented by a commercial registered
office provider, the county in (b) shall be deemed the county in which the
corporation or limited partnership is located for venue and official publication
purposes.

                                       3


DSCB:15-1507/4144/5507/6144/8506 (Rev 90)

4.    (Strike out if a limited partnership): Such change was authorized by the
      Board of Directors of the corporation.

      IN TESTIMONY WHEREOF, the undersigned corporation or limited partnership
has caused this statement to be signed by a duly authorized officer this 3 day
of August, 1998.

                                           Reimbursement Technologies, Inc.
                                        ---------------------------------------
                                        Name of Corporation/Limited Partnership

                                        By:         /s/ Stuart Wolf
                                           -------------------------------------
                                                    (Signature)

                                        TITLE:      Stuart Wolf, President

                                       4

EX-3.281

                                                                   Exhibit 3.281

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                        REIMBURSEMENT TECHNOLOGIES, INC.

                                    ARTICLE I

                                     OFFICES

     Section 1.1 Registered Office. The registered office of Reimbursement
Technologies, Inc. (the "Corporation") in the Commonwealth of Pennsylvania shall
be as specified in the Articles of Incorporation of the Corporation as they may
from time to time be amended (the "Articles") or at such other place as the
Board of Directors of the Corporation (the "Board") may specify in a statement
of change of registered office filed with the Department of State of the
Commonwealth of Pennsylvania.

     Section 1.2. Other Offices. The Corporation may also have an office or
offices at such other place or places either within or without the Commonwealth
of Pennsylvania as the Board may from time to time determine or the business of
the Corporation requires.

                                   ARTICLE II

                          MEETINGS OF THE SHAREHOLDERS

     Section 2.1. Place. All meetings of the shareholders shall be held at such
places, within or without the Commonwealth of Pennsylvania, as the Board may
from time to time determine.

     Section 2.2. Annual Meeting. A meeting of the shareholders for the election
of directors and the transaction of such other business as may properly be
brought before the meeting shall be held once each calendar year on the third
Tuesday in April or, if that be a legal holiday, on the first day thereafter
that is not a legal holiday, or on such other date as the Board shall determine.
If the annual meeting is not called and held within six months after the
designated time for such meeting, any shareholder may call the meeting at any
time after the expiration of such six-month period.

     Section 2.3. Written Ballot. Except upon demand by a shareholder entitled
to vote at the election and before the voting begins, elections of directors
need not be by written ballot.

     Section 2.4. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, may be called at any time by the President of the
Corporation, by shareholders entitled to cast at least 20% of the votes that all
shareholders are entitled to cast at the particular meeting, or by the Board of
Directors of the corporation, or by any officer of the Corporation



who holds at least 10% of the votes that all shareholders are entitled to cast
at the particular meeting, upon written request delivered to the Secretary of
the Corporation. Any request for a special meeting of shareholders shall state
the purpose or purposes of the proposed meeting. Upon receipt of any such
request, it shall be the duty of the Secretary of the Corporation to give
notice, in a manner consistent with Section 2.6 of these Bylaws, of a special
meeting of the shareholders to be held at such time as the Secretary of the
Corporation may fix, which time may not be, if the meeting is called pursuant to
a statutory right, more than sixty (60) days after receipt of the request. If
the Secretary of the Corporation shall neglect or refuse to fix the date of the
meeting and give notice thereof, the person or persons calling the meeting may
do so.

     Section 2.5. Scope of Special Meetings. Business transacted at any special
meeting shall be confined to the business stated in the notice.

     Section 2.6. Notice. Written notice of every meeting of the shareholders,
stating the place, the date and hour thereof and, in the case of a special
meeting of the shareholders, the general nature of the business to be transacted
thereat, shall be given in a manner consistent with the provisions of Section
12.5 of these Bylaws at the direction of the Secretary of the Corporation or, in
the absence of the Secretary of the Corporation, any Assistant Secretary of the
Corporation, at least ten (10) days prior to the day named for a meeting called
to consider a fundamental change under Chapter 19 of the Pennsylvania Business
Corporation Law of 1988, as it may from time to time be amended (the "1988
BCL"), or five (5) days prior to the day named for the meeting in any other
case, to each shareholder entitled to vote thereat on the date fixed as a record
date in accordance with Section 8.1 of these Bylaws or, if no record date be
fixed, then of record at the close of business on the 10th day next preceding
the day on which notice is given or, if notice is waived, at the close of
business on the day immediately preceding the day of the meeting, at such
address (or telex, TWX, telecopier or telephone number), as appears on the
transfer books of the Corporation. Any notice of any meeting of shareholders
shall state that, for purposes of any meeting that has been previously adjourned
for one or more periods aggregating at least fifteen (15) days because of an
absence of a quorum, the shareholders entitled to vote who attend such a
meeting, although less than a quorum pursuant to Section 2.7 of these Bylaws,
shall nevertheless constitute a quorum for the purpose of acting upon any matter
set forth in the original notice of the meeting that was so adjourned.

     Section 2.7. Quorum. Except as otherwise provided in a bylaw adopted by the
shareholders, the shareholders present in person or by proxy, entitled to cast
at least a majority of the votes that all shareholders are entitled to cast on
any particular matter to be acted upon at the meeting, shall constitute a quorum
for the purposes of consideration of, and action on, such matter; provided that,
if any shareholder is prohibited by contract from voting his shares on any
matter, such shareholder's shares shall not be considered to be outstanding for
purposes of determining a quorum with respect to that particular matter. Shares
of the Corporation owned by it, directly or indirectly, shall not be counted in
determining the total number of outstanding shares for quorum purposes. The
shareholders present in person or by proxy at a duly organized meeting can
continue to do business until the adjournment thereof notwithstanding the
withdrawal of enough shareholders to leave less than a quorum. If a meeting
cannot be organized because a quorum has not attended, the shareholders present
in person or by proxy may, except as otherwise provided by the 1988 BCL and
subject to the provisions of Section 2.8 of these Bylaws, adjourn the meeting to
such time and place as they may determine.


                                       -2-



     Section 2.8. Adjournment. Adjournments of any regular or special meeting
may be taken but any meeting at which directors are to be elected shall be
adjourned only from day to day, or for such longer periods not exceeding fifteen
(15) days as the shareholders present and entitled to vote shall direct, until
the directors have been elected. Other than as provided in the last sentence of
Section 2.6 of these Bylaws, notice of the adjourned meeting or the business to
be transacted thereat need not be given, other than announcement at the meeting
at which adjournment is taken, unless the Board fixes a new record date for the
adjourned meeting. At any adjourned meeting at which a quorum is present, any
business may be transacted that might have been transacted at the meeting as
originally noticed.

     Unless otherwise provided in a bylaw adopted by the shareholders, those
shareholders entitled to vote present in person or by proxy, although less than
a quorum pursuant to Section 2.7 of these Bylaws, shall nevertheless constitute
a quorum for the purpose of (i) electing directors at a meeting called for the
election of directors that has been previously adjourned for lack of a quorum,
and (ii) acting, at a meeting that has been adjourned for one or more periods
aggregating fifteen (15) days because of an absence of a quorum, upon any matter
set forth in the original notice of such adjourned meeting, provided that such
original notice shall have complied with the last sentence of Section 2.6 of
these Bylaws.

     Section 2.9. Majority Voting. At every meeting of the shareholders, every
shareholder entitled to vote shall have the right to one vote for each share
having voting power standing in his or her name on the books of the Corporation.
Shares of the Corporation owned by it, directly or indirectly, shall not be
voted. Any matter brought before a duly organized meeting for a vote of the
shareholders shall be decided by a majority of the votes cast at such meeting by
the shareholders present in person or by proxy and entitled to vote thereon,
unless the matter is one for which a different vote is required by express
provision of the 1988 BCL, the Articles or a provision of these bylaws as
adopted by the shareholders, in any of which case(s) such express provision
shall govern and control the decision on such matter. Any provision in these
Bylaws requiring a vote other than a majority for the taking of any action by
the shareholders shall not be amended or repealed by any lesser number or
percentage of votes.

     Section 2.10. Special Voting Provision. The shareholders shall be entitled
to vote in the election of directors as provided in Article IV of these Bylaws.
In addition, the shareholders owning sixty-five percent (65%) or more of all
outstanding shares must approve any of the following actions before they may be
taken by the corporation:

          (a) any commitment for the borrowing of, or any borrowing of, any
funds from any person other than a shareholder, (except that this special voting
requirement shall not apply to any borrowings (whether or not outstanding on the
date these Bylaws are adopted)) under the revolving credit and term loan
facility extended to the corporation by Philadelphia National Bank, incorporated
as CoreStates Bank, N.A.;

          (b) any increase in any salary, bonus, director's fee or other
compensation to be paid to any shareholder as an employee, officer or director
of the corporation; or any increase in any director's fee paid to anyone other
than a shareholder (except that setting an initial director's fee shall not be
considered to be an increase except to the extent it would exceed a reasonable
amount customarily paid to directors as a director's fee).


                                       -3-



          (c) any hiring or firing of, or any increase in salaries to be paid
to, any senior managerial employee of the company who is not also a shareholder;

          (d) entering into any contract for the provision of health care
billing management or reimbursement maximization services;

          (e) any changes to these bylaws, except as expressly permitted herein;

          (f) any commitment to sell any assets or the business of the
corporation;

          (g) any amendment to the Articles of Incorporation of the corporation
or any merger with or into, or any consolidation with, any other corporation;

          (h) any incurring of an expense greater than $25,000; and

          (i) any issuance of shares of stock in the corporation to any person
other than a person already owning shares of stock in the corporation. Issuance
of shares of stock in the corporation to a shareholder shall be governed by the
terms of a certain Shareholders' Agreement among the corporation, Murray D. Fein
and Stuart L. Wolf and dated July 24, 1991 (the "Shareholders' Agreement").

          If and for so long as any person holding thirty-five percent (35%) or
more of the corporation's outstanding stock is not competent, which means for
these purposes that he is not capable of understanding the nature of his
property and of making business decisions as an ordinary prudent person might
make in similar circumstances, then the shares held by such person shall be
deemed not to be outstanding for purposes of this Section 2.10 (and for purposes
of establishing a quorum at any meeting of shareholders).

     Section 2.11. Proxies. Every shareholder entitled to vote at a meeting of
the shareholders or to express consent or dissent to corporate action in writing
may authorize another person to act for him or her by proxy. The presence of, or
vote or other action at a meeting of shareholders, or the expression of consent
or dissent to corporate action in writing, by a proxy of a shareholder, shall
constitute the presence of, or vote or action by, or written consent or dissent
of the shareholder. Every proxy shall be executed in writing by the shareholder
or by the shareholder's duly authorized attorney in fact and filed with the
Secretary of the Corporation. A proxy, unless coupled with an interest, shall be
revocable at will, notwithstanding any other agreement or any provision in the
proxy to the contrary, but the revocation of a proxy shall not be effective
until written notice of revocation has been given to the Secretary of the
Corporation. No unrevoked proxy shall be valid after three (3) years from the
date of its execution, unless a longer time is expressly provided therein. A
proxy shall not be revoked by the death or incapacity of the maker unless,
before the vote is counted or the authority is exercised, written notice of such
death or incapacity is given to the Secretary of the Corporation.

     Section 2.12. Voting Lists. The officer or agent having charge of the
transfer books for securities of the Corporation shall make a complete list of
the shareholders entitled to vote at a meeting of the shareholders, arranged in
alphabetical order, with the address of and the number of shares held by each
shareholder, which list shall be produced and kept open at the time and


                                       -4-



place of the meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting.

     Section 2.13. Judges of Election. In advance of any meeting of the
shareholders, the Board may appoint judges of election, who need not be
shareholders, to act at such meeting or any adjournment thereof. If judges of
election are not so appointed, the presiding officer of any such meeting may,
and on the request of any shareholder shall, appoint judges of election at the
meeting. The number of judges shall be one or three, as determined by the Board
to be appropriate under the circumstances. No person who is a candidate for
office to be filled at the meeting shall act as a judge at the meeting. The
judges of election shall do all such acts as may be proper to conduct the
election or vote with fairness to all shareholders, and shall make a written
report of any matter determined by them and execute a certificate of any fact
found by them, if requested by the presiding officer of the meeting or any
shareholder or the proxy of any shareholder. If there are three judges of
election, the decision, act or certificate of a majority shall be effective in
all respects as the decision, act or certificate of all.

     Section 2.14. Participation by Conference Call. The right of any
shareholder to participate in any shareholders' meeting by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting may hear each other, in which event all
shareholders so participating shall be deemed present at such meeting, shall be
granted solely in the discretion of the Board.

                                   ARTICLE III

                      SHAREHOLDER ACTION BY WRITTEN CONSENT

     Section 3.1. Unanimous Written Consent. Any action required or permitted to
be taken at a meeting of the shareholders or of a class of shareholders may be
taken without a meeting if, prior or subsequent to the action, a consent or
consents thereto in writing, setting forth the action so taken, shall be signed
by all of the shareholders who would be entitled to vote at a meeting for such
purpose and filed with the Secretary of the Corporation.

     Partial Written Consent. Any action required or permitted to be taken at a
meeting of the shareholders or of a class of shareholders may be taken without a
meeting upon the written consent of shareholders who would have been entitled to
cast the minimum number of votes that would be necessary to authorize the action
at a meeting at which all shareholders entitled to vote thereon were present and
voting. The consents shall be filed with the Secretary of the Corporation. An
action taken pursuant to this section shall not become effective until at least
ten (10) days' written notice has been given to each shareholder entitled to
vote thereon who has not consented thereto.

     Section 3.2. Record Date - Consents. Except as otherwise provided in
Section 8.1 of these Bylaws, the record date for determining shareholders
entitled to express consent or dissent to action in writing without a meeting,
when prior action by the Board is not necessary, shall be at the close of
business on the day on which the first written consent or dissent is filed with
the Secretary of the Corporation. If prior action by the Board is necessary, the
record date for


                                       -5-



determining such shareholders shall be at the close of business on the day on
which the Board adopts the resolution relating to such action.

                                   ARTICLE IV

                                    DIRECTORS

     Section 4.1. Number and Qualifications. The Board shall consist of not less
than two nor more than seven directors, the number of such directors to be
determined from time to time by a majority of votes entitled to be cast at a
meeting of Shareholders in the election of directors. Directors shall be elected
by the shareholders and shall be natural persons of full age. Directors need not
be residents of the Commonwealth of Pennsylvania or security holders of the
Corporation.

     Section 4.2. Term. Each director shall be elected to serve a term of one
year and until a successor is elected and qualified or until the director's
earlier death, resignation or removal.

     Section 4.3. Nominations of Directors. Nominees for election to the Board
may be designated by each shareholder. A nominating shareholder shall provide
his nomination, together with (i) a written description of the nominee's
qualifications and other relevant biographical information, (ii) a description
of any arrangements or understandings among the recommending shareholder and
each nominee and any other person with respect to such nomination, and (iii) the
consent of each nominee to serve as a director of the Corporation if so elected,
to the Secretary of the Corporation not later than ten (10) days before the
meeting at which directors are to be elected. Only persons duly nominated for
election to the Board in accordance with this Section 4.3 shall be eligible for
election to the Board.

     Section 4.4. Vacancies. Vacancies in the Board, including vacancies
resulting from an increase in the number of directors, shall be filled by a
majority of votes entitled to be cast at a meeting of shareholders in the
election of directors and each person so elected shall serve as a director for
the balance of the unexpired term.

     Section 4.5. Removal. The entire Board or any one or more directors may be
removed from office without assigning any cause by the majority vote of the
shareholders, except as provided in the Shareholders' Agreement.

     Section 4.6. Powers. The business and affairs of the Corporation shall be
managed under the direction of its Board, which may exercise all powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Articles or these Bylaws directed or required to be exercised and done by
the shareholders.

     Section 4.7. Place of Board Meetings. Meetings of the Board may be held at
such place within or without the Commonwealth of Pennsylvania as the Board may
from time to time appoint or as may be designated in the notice of the meeting.

     Section 4.8. First Meeting of Newly Elected Board. The first meeting of
each newly elected Board may be held at the same place and immediately after the
meeting at which such directors were elected and no notice shall be required
other than announcement at such meeting.


                                       -6-



If such first meeting of the newly elected Board is not so held, notice of such
meeting shall be given in the same manner as set forth in Section 4.9 of these
Bylaws with respect to notice of regular meetings of the Board.

     Section 4.9. Regular Board Meetings; Notice. Regular meetings of the Board
may be held at such times and places as shall be determined from time to time by
resolution of at least a majority of the whole Board at a duly convened meeting,
or by unanimous written consent. The Secretary may, but need not, provide notice
of each regular meeting of the Board specifying the date, place and hour of the
meeting in a manner consistent with Section 12.5 of these Bylaws.

     Section 4.10. Special Board Meetings; Notice. Special meetings of the Board
may be called by the President of the Corporation on notice to each director,
specifying the date, place and hour of the meeting and given within the same
time and in the same manner provided for notice of regular meetings in Section
4.9 of these Bylaws. Special meetings shall be called by the Secretary of the
Corporation in like manner and on like notice on the written request of two
directors.

     Section 4.11. Quorum of the Board. At all meetings of the Board, the
presence of a majority of the directors in office shall constitute a quorum for
the transaction of business, and, except as provided in these Bylaws with
respect to matters requiring shareholder approval, the acts of a majority of the
directors present and voting at a meeting at which a quorum is present shall be
the acts of the Board. If a quorum shall not be present at any meeting of
directors, the directors present thereat may adjourn the meeting. It shall not
be necessary to give any notice of the adjourned meeting or of the business to
be transacted thereat other than by announcement at the meeting at which such
adjournment is taken.

     Section 4.12. Committees of Directors. The Board may, by resolution adopted
by a majority of the directors in office, establish one or more committees, each
committee to consist of one or more of the directors, and may designate one or
more directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee or for the purposes of
any written action by the committee. Any such committee, to the extent provided
in such resolution of the Board or in these Bylaws, shall have and may exercise
all of the powers and authority of the Board; provided, however, that no such
committee shall have any power or authority to (i) submit to the shareholders
any action requiring approval of the shareholders under the 1988 BCL, (ii)
create or fill vacancies on the Board, (iii) amend or repeal these Bylaws or
adopt new bylaws, (iv) amend or repeal any resolution of the Board that by its
terms is amendable or repealable only by the Board, (v) act on any matter
committed by these Bylaws or by resolution of the Board to another committee of
the Board, (vi) amend the Articles or (vii) adopt a plan or an agreement of
merger or consolidation. In the absence or disqualification of a member or
alternate member or members of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not a quorum
is present, may unanimously appoint another director to act at the meeting in
the place of any absent or disqualified member. Minutes of all meetings of any
committee of the Board shall be kept by the person designated by such committee
to keep such minutes. Copies of such minutes and any writing setting forth an
action taken by written consent without a meeting shall be distributed to each
member of the Board promptly after such meeting is held or such action is taken.
Each committee of the Board shall serve at the pleasure of the Board.


                                       -7-



     Section 4.13. Participation in Board Meetings by Telephone. One or more
directors may participate in a meeting of the Board or of a committee of the
Board by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
all directors so participating shall be deemed present at the meeting.

     Section 4.14. Action by Consent of Directors. Any action required or
permitted to be taken at a meeting of the Board or of a committee of the Board
may be taken without a meeting if, prior or subsequent to the action, a consent
or consents in writing setting forth the action so taken shall be signed by all
of the directors in office or the members of the committee, as the case may be,
and filed with the Secretary of the Corporation.

     Section 4.15. Compensation of Directors. The Board may, by resolution, fix
the compensation of directors for their services as directors. A director may
also serve the Corporation in any other capacity and receive compensation
therefor.

     Section 4.16. Directors' Liability. No person who is or was a director of
the Corporation shall be personally liable for monetary damages for any action
taken, or any failure to take any action unless (a) such director has breached
or failed to perform the duties of his or her office under the 1988 BCL and (b)
the breach or failure to perform constitutes self-dealing, willful misconduct or
recklessness, or unless such liability is imposed pursuant to a criminal statute
or for the payment of taxes pursuant to local, state or federal law.

                                    ARTICLE V

                                    OFFICERS

     Section 5.1. Principal Officers. The officers of the Corporation shall be
chosen by the Board, and shall include a President, one or more Vice Presidents,
a Secretary and a Treasurer (collectively, the "Principal Officers"). The
President, all Vice Presidents and Secretary shall be natural persons of full
age. The Treasurer may be a corporation, but if a natural person, shall be of
full age. Any number of offices may be held by the same person.

     Section 5.2. Electing Principal Officers. Except as provided in Section
2.10 of these Bylaws, the Board, immediately after each annual meeting of the
shareholders, shall elect the Principal Officers of the Corporation, none of
whom need be members of the Board.

     Section 5.3. Other Officers. The Corporation may have such other officers,
assistant officers, agents and employees as the Board may deem necessary, each
of whom shall hold office for such period, have such authority and perform such
duties as the Board or the President may from time to time determine.

     Section 5.4. Compensation. Except as provided in Sections 2.10 and 5.3 of
these Bylaws, the salaries of all officers of the Corporation shall be fixed by
the Board.

     Section 5.5. Term of Office; Removal. Except as provided in Section 2.10 of
these Bylaws, (a) each officer of the Corporation shall hold office until his or
her successor has been chosen and qualified or until his or her earlier death,
resignation or removal; (b) vacancies of any


                                       -8-



office shall be filled by the Board; and (c) any officer or agent may be removed
by the Board with or without cause, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed. The election or
appointment of an officer or agent shall not of itself create any contract
rights.

     Section 5.6. The President. The President shall be the chief executive
officer of the Corporation; he or she shall preside at all meetings of the
shareholders and directors, shall have general and active management of the
business of the Corporation and shall see that all orders and resolutions of the
board are carried into effect.

     Section 5.7. The Vice Presidents. The Vice-President or Vice-Presidents, in
the order designated by the Board, shall, in the absence or disability of the
President, perform the duties and exercise the powers of the President, and
shall perform such other duties as the Board may prescribe or the President may
delegate to them.

     Section 5.8. The Secretary. The Secretary shall attend all sessions of the
Board and all meetings of the shareholders and record all the votes of the
Corporation and the minutes of all the transactions in a book to be kept for
that purpose, and shall perform like duties for the committees of the Board when
required. The Secretary shall give, or cause to be given, notice of all meetings
of the shareholders and of the Board, and shall perform such other duties as may
be prescribed by the Board or the President, under whose supervision the
Secretary shall be. He or she shall keep in safe custody the corporate seal, if
any, of the Corporation.

     Section 5.9. The Treasurer.

          (a) The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation, and shall deposit all
moneys and other valuable effects in the name and to the credit of the
Corporation in such depositories as shall be designated by the Board.

          (b) The Treasurer shall disburse the funds of the Corporation as may
be ordered by the Board, taking proper vouchers for such disbursements, and
shall render to the President and directors, at the regular meetings of the
Board, or whenever they may require it, an account of all his or her
transactions as Treasurer.

     Section 5.10. Bonds. If required by the Board, any officer shall give the
Corporation a bond in such sum, and with such surety or sureties as may be
satisfactory to the Board, for the faithful discharge of the duties of his or
her office and for the restoration to the Corporation, in the case of his or her
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his or her possession or
under his or her control belonging to the Corporation.

                                   ARTICLE VI

                             CERTIFICATES FOR SHARES

     Section 6.1. Share Certificates. The certificates representing shares of
the Corporation shall be numbered and registered in a share register as they are
issued. The share register shall


                                       -9-



exhibit the names and addresses of all registered holders and the number and
class of shares and the series, if any, held by each.

     The Certificate shall state that the Corporation is incorporated under the
laws of the Commonwealth of Pennsylvania, the name of the registered holder and
the number and class of shares and the series, if any, represented thereby. If,
under its Articles, the Corporation is authorized to issue shares of more than
one class or series, each Certificate shall set forth, or shall contain a
statement that the Corporation will furnish to any shareholder upon request and
without charge, a full or summary statement of the designations, voting rights,
preferences, limitations and special rights of the shares of each class or
series authorized to be issued so far as they have been fixed and determined and
the authority of the Board to fix and determine such rights.

     Section 6.2. Execution of Certificates. Every share certificate shall be
executed, by facsimile or otherwise, by or on behalf of the Corporation, by the
President, by any Vice-President, or by the Secretary. In case any officer who
has signed or whose facsimile signature has been placed upon any share
certificate shall have ceased to be such officer, because of death, resignation
or otherwise, before the certificate is issued, it may be issued by the
Corporation with the same effect as if the officer had not ceased to be such at
the time of issue.

                                   ARTICLE VII

                               TRANSFER OF SHARES

     Section 7.1. Transfer; Duty of Inquiry. Upon presentment to the Corporation
or its transfer agent of a share certificate indorsed by the appropriate person
or accompanied by proper evidence of succession, assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto and
the old certificate cancelled and the transfer registered upon the books of the
Corporation, unless the Corporation or its transfer agent has a duty to inquire
as to adverse claims with respect to such transfer which has not been
discharged. The Corporation shall have no duty to inquire into adverse claims
with respect to transfers of its securities or the rightfulness thereof unless
(a) the Corporation has received written notification of an adverse claim at a
time and in a manner which affords the Corporation a reasonable opportunity to
act on it before the issuance of a new, reissued or re-registered share
certificate and the notification identifies the claimant, the registered owner
and the issue of which the share or shares are a part and provides an address
for communications directed to the claimant; or (b) the Corporation has required
and obtained, with respect to a fiduciary, a copy of a will, trust, indenture,
articles of co-partnership, bylaws or other controlling instruments, for a
purpose other than to obtain appropriate evidence of the appointment or
incumbency of the fiduciary, and such documents indicate, upon reasonable
inspection, the existence of an adverse claim.

     Section 7.2. Discharging Duty of Inquiry. The Corporation may discharge any
duty of inquiry by any reasonable means, including notifying an adverse claimant
by registered or certified mail at the address furnished by the claimant or, if
there is no such address, at the claimant's residence or regular place of
business, that the security has been presented for registration of transfer by a
named person, and that the transfer will be registered unless within thirty (30)
days from the date of mailing the notification, either (a) an appropriate
restraining


                                      -10-



order, injunction or other process, issues from a court of competent
jurisdiction or (b) an indemnity bond, sufficient in the Corporation's judgment
to protect the Corporation and any transfer agent, registrar or other agent of
the Corporation involved from any loss which it or they may suffer by complying
with the adverse claim, is filed with the Corporation.

                                  ARTICLE VIII

                      RECORD DATE; IDENTITY OF SHAREHOLDERS

     Section 8.1. Record Date. The Board may fix a time, prior to the date of
any meeting of the shareholders, as a record date for the determination of the
shareholders entitled to notice of, or to vote at, the meeting, which time,
except in the case of an adjourned meeting, shall not be more than ninety (90)
days prior to the date of the meeting. Except as otherwise provided in Section
8.2 of these Bylaws, only the shareholders of record at the close of business on
the date so fixed shall be entitled to notice of, or to vote at, such meeting,
notwithstanding any transfer of securities on the books of the Corporation after
any record date so fixed. The Board may similarly fix a record date for the
determination of shareholders for any other purpose. When a determination of
shareholders of record has been made as herein provided for purposes of a
meeting, the determination shall apply to any adjournment thereof unless the
Board fixes a new record date for the adjourned meeting.

     Section 8.2. Certification of Nominee. The Board may adopt a procedure
whereby a shareholder may certify in writing to the Secretary of the Corporation
that all or a portion of the shares registered in the name of the shareholder
are held for the account of a specified person or persons. The Board, in
adopting such procedure, may specify (i) the classification of shareholder who
may certify, (ii) the purpose or purposes for which the certification may be
made, (iii) the form of certification and the information to be contained
therein, (iv) as to certifications with respect to a record date, the date after
the record date by which the certification must be received by the Secretary of
the Corporation, and (v) such other provisions with respect to the procedure as
the Board deems necessary or desirable. Upon receipt by the Secretary of the
Corporation of a certification complying with the procedure, the persons
specified in the certification shall be deemed, for the purpose or purposes set
forth in the certification, to be the holders of record of the number of shares
specified instead of the persons making the certification.

                                   ARTICLE IX

                             REGISTERED SHAREHOLDERS

     Section 9.1. Before due presentment for transfer of any shares, the
Corporation shall treat the registered owner thereof as the person exclusively
entitled to vote, to receive notifications and otherwise to exercise all the
rights and powers of an owner, and shall not be bound to recognize any equitable
or other claim or interest in such securities, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of the
Commonwealth of Pennsylvania or Section 8.2 of these Bylaws.


                                      -11-



                                    ARTICLE X

                                LOST CERTIFICATES

     Section 10.1. If the owner of a share certificate claims that it has been
lost, destroyed, or wrongfully taken, the Corporation shall issue a new
certificate in place of the original certificate if the owner so requests before
the Corporation has notice that the certificate has been acquired by a bona fide
purchaser, and if the owner has filed with the Corporation an indemnity bond and
an affidavit of the facts satisfactory to the Board or its designated agent, and
has complied with such other reasonable requirements, if any, as the Board may
deem appropriate.

                                   ARTICLE XI

                                  DISTRIBUTIONS

     Section 11.1. Distributions. Distributions upon the shares of the
Corporation, whether by dividend, purchase or redemption or other acquisition of
its shares subject to any provisions of the Articles related thereto, may be
authorized by the Board at any regular or special meeting of the Board and may
be paid directly or indirectly in cash, in property or by the incurrence of
indebtedness by the Corporation.

     Section 11.2. Reserves. Before the making of any distributions, there may
be set aside out of any funds of the Corporation available for distributions
such sum or sums as the Board from time to time, in its absolute discretion,
deems proper as a reserve fund to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for such other purpose as the Board shall deem conducive to the interests of the
Corporation, and the Board may abolish any such reserve in the manner in which
it was created.

     Section 11.3. Stock Dividends/Splits. Stock dividends or splits upon the
shares of the corporation, subject to any provisions of the Articles related
thereto, may be authorized by the Board at any regular or special meeting of the
Board.

                                   ARTICLE XII

                               GENERAL PROVISIONS

     Section 12.1. Financial Reports to Shareholders. Unless otherwise agreed in
a separate writing between the Corporation and a shareholder, the Corporation
shall furnish to its shareholders annual financial statements, including at
least a balance sheet as of the end of each fiscal year and a statement of
income and expenses for the fiscal year. The financial statements shall be
prepared on the basis of generally accepted accounting principles, if the
Corporation prepares financial statements for the fiscal year on that basis for
any purpose, and may be consolidated statements of the Corporation and one or
more of its subsidiaries. The financial statements shall be mailed by the
Corporation to each of its shareholders entitled thereto within 120 days after
the close of each fiscal year and, after the mailing and upon written request,
shall be mailed by the Corporation to any shareholder or beneficial owner
entitled thereto to whom a copy of the most recent annual financial statements
has not previously been mailed. Statements


                                      -12-



that are audited or reviewed by a public accountant shall be accompanied by the
report of the accountant. In other cases, each copy shall be accompanied by a
statement of the person in charge of the financial records of the Corporation:

          (a) stating his reasonable belief as to whether or not the financial
statements were prepared in accordance with generally accepted accounting
principles and, if not, describing the basis of presentation, and

          (b) describing any material respects in which the financial statements
were not prepared on a basis consistent with those prepared for the previous
year.

     Section 12.2. Checks and Notes. All checks or demands for money and notes
of the Corporation shall be signed by such officer or officers as the Board may
from time to time designate; provided, however, that any check or demand for
money on the accounts of the Corporation in excess of ten thousand dollars
($10,000) be signed by two authorized signers as designated by the Board.

     Section 12.3. Fiscal Year. The fiscal year of the Corporation shall end on
December 31.

     Section 12.4. Seal. The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its organization and the words "Corporate
Seal, Pennsylvania." Such seal may be used by causing it or a facsimile thereof
to be impressed or affixed or in any manner reproduced. The affixation of the
corporate seal shall not be necessary to the valid execution, assignment or
endorsement of any instrument or other document by the Corporation.

     Section 12.5. Notices. Whenever, under the provisions of the 1988 BCL or of
the Articles or of these Bylaws or otherwise, written notice is required to be
given to any person, it may be given to such person either personally or by
sending a copy thereof by first class or express mail, postage prepaid, telegram
(with messenger service specified), telex, TWX (with answerback received),
courier service (with charges prepaid) or telecopier, to his or her address, (or
to his or her telex, TWX, telecopier or telephone number), appearing on the
books of the Corporation or, in the case of directors, supplied by the director
to the Corporation for the purpose of notice. If the notice is sent by mail,
telegraph or courier service, it shall be deemed to have been given to the
person entitled thereto when deposited in the United States mail or with a
telegraph office or courier service for delivery to that person. A notice given
by telex or TWX shall be deemed to have been given when dispatched.

     Section 12.6. Waiver of Notice. Whenever any notice is required to be given
by the 1988 BCL or by the Articles or these Bylaws, a waiver thereof in writing,
signed by the person or persons entitled to the notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of such
notice. Neither the business to be transacted at nor the purpose of a meeting
need be specified in the waiver of notice of the meeting. Attendance of a person
at any meeting shall constitute a waiver of notice of the meeting, except where
any person attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting was not lawfully called or
convened, and the person so objects at the beginning of the meeting.


                                      -13-



                                  ARTICLE XIII

                                   AMENDMENTS

     Section 13.1. Amendments. The Bylaws may be adopted, amended or repealed by
a vote of sixty-five percent (65%) of the shareholders entitled to vote thereon
at any regular or special meeting duly convened. In the case of a meeting of
shareholders, written notice shall be given to each shareholder that the
purpose, or one of the purposes, of the meeting is to consider the adoption,
amendment or repeal of the Bylaws. There shall be included in, or enclosed with
the notice, a copy of the proposed amendment or a summary of the changes to be
effected thereby. Any change in the Bylaws shall take effect when adopted unless
otherwise provided in the resolution effecting the change.

                                   ARTICLE XIV

                                 INDEMNIFICATION

     Section 14.1. Officers and Directors - Direct Actions. The Corporation
shall indemnify, to the extent permitted under these Bylaws, any person who was
or is a party (other than a party plaintiff suing on his or her own behalf), or
who is threatened to be made such a party, to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation)
arising out of, or in connection with, any actual or alleged act or omission or
by reason of the fact that he or she is or was a director or officer of the
Corporation, or is or was serving at the request of the Corporation as a
director or officer of another domestic or foreign corporation for profit or
not-for-profit, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if he or she met the standard of conduct of (i)
acting in good faith and in a manner he or she reasonably believed to be in, or
not opposed to, the best interests of the Corporation and (ii) with respect to
any criminal proceeding, having no reasonable cause to believe his or her
conduct was unlawful. The termination of any action or proceeding by judgment,
order, settlement or conviction or upon a plea of nolo contendere or its
equivalent shall not of itself create a presumption that the person did not act
in good faith and in a manner that he or she reasonably believed to be in, or
not opposed to, the best interests of the Corporation and, with respect to any
criminal proceeding, had reasonable cause to believe that his or her conduct was
unlawful.

     Section 14.2. Officers and Directors - Derivative Actions. The Corporation
shall indemnify any person who was or is a party (other than a party suing in
the right of the Corporation), or is threatened to be made a party, to any
threatened, pending or completed action by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that the person is or was
a director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director or officer of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection with the defense or settlement
of the action if he or she met the standard of conduct of acting in good faith
and in a manner he or she reasonably believed to be in, or not opposed to, the
best interests of the


                                      -14-



Corporation. Indemnification shall not be made in respect of any claim, issue or
matter as to which the person has been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Common Pleas of the judicial
district embracing the county in which the registered office of the Corporation
is located or the court in which the action was brought determines upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for the expenses that the Court of Common Pleas or other court deems
proper.

     Section 14.3. Employees and Agents. The Corporation may, to the extent
permitted by the 1988 BCL, indemnify any person who is or was an employee or
agent of the Corporation, other than an officer, or is or was serving at the
request of the Corporation as an employee or agent of another domestic or
foreign corporation for profit or not-for-profit, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him by reason of his service on behalf of the Corporation, provided such
person has met the applicable standard of conduct as would apply in any
particular instance under the 1988 BCL.

     Section 14.4. Mandatory Indemnification. To the extent that a director,
officer, employee or agent of the Corporation has been successful on the merits
or otherwise in defense of any action or proceeding referred to in Sections
14.1, 14.2 or 14.3 of this Article XIV, or in defense of any claim, issue or
matter therein, he or she shall be indemnified by the Corporation against
expenses (including attorneys' fees) actually and reasonably incurred by him or
her in connection therewith.

     Section 14.5. Advancing Expense. Expenses (including attorneys' fees)
incurred by an officer, director, employee or agent in defending any action or
proceeding referred to in this Article XIV may be paid by the Corporation in
advance of the final disposition of the action or proceeding upon receipt of an
undertaking by or on behalf of such person to repay such amount if it is
ultimately determined that he or she is not entitled to be indemnified by the
Corporation as authorized in this Article XIV.

     Section 14.6. Procedure.

          (a) Unless ordered by a court, any indemnification under Section 14.1,
14.2 or 14.3 of this Article XIV shall be made by the Corporation only as
authorized in a specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
or she has met the applicable standard of conduct set forth in Section 14.1,
14.2 or 14.3.

          (b) Expenses shall be advanced by the Corporation to a director or
officer upon a determination that such person has met the applicable standard of
conduct set forth in Section 14.1 or 14.2 of this Article and has satisfied the
terms set forth in Section 14.5 of this Article.

          (c) Expenses may be advanced to an employee or agent of the
Corporation upon a determination that such employee or agent has satisfied the
terms of Section 14.3 and


                                      -15-



14.5 of this Article and, in view of all the circumstances of the case, such
person is fairly and reasonably entitled to advancement of expenses.

          (d) All determinations under this Section 14.6 shall be made:

               (1) With respect to indemnification under Section 14.3 and
advancement of expenses under Section 14.6(c), by the Board by a majority vote.

               (2) With respect to indemnification under Section 14.1 or 14.2
and advancement of expenses under Section 14.6(b),

                    (A) By the Board by a majority vote of a quorum consisting
of directors who were not parties to such action or proceeding, or

                    (B) If such a quorum is not obtainable, or, if obtainable
and if a majority vote of a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or

                    (C) By the shareholders.

     Section 14.7. Nonexclusivity of Indemnification.

          (a) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article XIV shall not be deemed exclusive of any other
rights to which a person seeking indemnification or advancement of expenses may
be entitled under any Bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to actions in his or her official capacity and
as to actions in another capacity while holding that office. Sections 1728
(relating to interested directors; quorum) and 1770 (relating to interested
shareholders) of the 1988 BCL shall be applicable to any Bylaw, contract or
transaction authorized by the directors under this Section 14.7. The Corporation
may create a fund of any nature, which may, but need not be, under the control
of a trustee, or otherwise secure or insure in any manner its indemnification
obligations, whether arising under or pursuant to this Article XIV or otherwise.

          (b) Indemnification pursuant to Section 14.7(a) shall not be made in
any case where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct
or recklessness.

          (c) Indemnification pursuant to Section 14.7(a) under any Bylaw,
agreement, vote of shareholders or directors or otherwise, may be granted for
any action taken or any failure to take any action and may be made whether or
not the Corporation would have the power to indemnify the person under any other
provision of law except as provided in this Section 14.7 and whether or not the
indemnified liability arises or arose from any threatened or pending or
completed action by or in the right of the Corporation.

     Section 14.8. Insurance. The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another domestic or
foreign corporation for profit or not-for-profit,


                                      -16-



partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred by him or her in any such capacity, or
arising out of his or her status as such, whether or not the Corporation would
have the power to indemnify him or her against that liability under the
provisions of this Article XIV.

     Section 14.9. Past Officers and Directors. The indemnification and
advancement of expenses provided by, or granted pursuant to, this Article XIV
shall, unless otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or agent of the
Corporation and shall inure to the benefit of the heirs and personal
representatives of that person.


                                      -17-

EX-3.282

                                                                   Exhibit 3.282

                            ARTICLES OF INCORPORATION

                                       OF

                              STAT PHYSICIANS, INC.
                              A FLORIDA CORPORATION

      The undersigned, a natural person of the age of eighteen years or more who
is duly authorized under the laws of the State of Florida, to act as
incorporator of a business corporation under the Florida Business Corporation
Act, hereby adopts the following Articles of Incorporation for such business
corporation.

                                    ARTICLE I
                       NAME, ADDRESS, AND REGISTERED AGENT

      1.1 Name and Address. The name and address of the Corporation shall be
STAT Physicians, Inc. ("Corporation"), 12450 Greenspoint Drive, Suite 1200,
Houston, Texas 77060.

      1.2 Registered Agent and Office. The street address of the Corporation's
initial registered office is 1201 Hays Street, Tallahassee, Florida 32301, and
the name of its initial registered agent at such address is Corporation Service
Company.

                                   ARTICLE II
                             DURATION AND CONTINUITY

      2.1 Duration. The duration of this Corporation shall be perpetual subject
to the Florida Business Corporation Act.

                                   ARTICLE III
                                     PURPOSE

      The purpose of the Corporation is to engage in the transaction of any and
all lawful business for which corporations may be incorporated under the Florida
Business Corporation Act and to own and hold such property, enter into
contracts, and carry on any business useful for, incidental to, necessary for or
appropriate for the successful operation of the foregoing activities.

      The Corporation may do all and everything necessary, advisable, proper, or
convenient for the accomplishment, attainment, or furtherance of any of the
purposes or objectives set forth in these Articles of Incorporation or any
amendment thereof, and to do all other things incident thereto or connected
therewith, which are not forbidden by the Florida Business Corporation Act, or
otherwise by law, or by these Articles of Incorporation.

                                       1


      The foregoing paragraphs shall be construed as enumerating both objectives
and purposes of the Corporation, and it is hereby expressly provided that the
foregoing enumeration of specific purposes shall not be held to limit or
restrict in any manner the purposes or powers of the Corporation otherwise
permitted by law.

                                   ARTICLE IV
                                INITIAL DIRECTOR

      he Corporation shall be governed by a Board of Directors elected by the
Shareholders. The initial Board of Directors shall consist of one director,
provided, however, the number of directors may be increased or decreased from
time to time in the manner provided in the bylaws of the Corporation.

      The name and address of the person who will serve as director until the
first annual meeting of the shareholders or until a successor has been duly
elected and qualified is:



NAME                        ADDRESS
- --------------              -----------------------------------
                         
Victor Miranda              12450 Greenspoint Drive, Suite 1200
                            Houston, Texas 77060


                                    ARTICLE V
                                     BYLAWS

      The Board of Directors of the Corporation shall have the power and
authority to adopt, amend and alter the bylaws of the Corporation by a majority
vote.

                                   ARTICLE VI
                     SHARES, CAPITAL, VOTING, CONSIDERATION

      The aggregate number of shares of capital stock the Corporation shall have
authority to issue is 1,000,000, having a par value of $.01, designated common
stock. The Board of Directors shall determine the consideration to be received
for each share of ownership in the Corporation. Each Shareholder shall be
entitled to one vote for each share of common stock owned by such Shareholder
and shall be entitled to the Corporation's assets and have such other rights as
set forth in the Florida Business Corporation Act. The Corporation shall not
begin business until it has received, for the issuance of its shares, money,
labor done, or property actually received.

                                   ARTICLE VII
                          DIRECTOR CONFLICT OF INTEREST

      No contract or transaction between the Corporation and one more of its
directors or officers, or between the Corporation and any other corporation,
partnership, association, or other organization in which one or more of its
directors or officers are

                                       2


directors or officers or have a financial interest shall be void or voidable
solely for this reason, solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorities the contract or transaction, or solely because his, her, or their
votes are counted for such purpose, if:

      (a)   The material facts as to the relationship or interest and as to the
            contract or transaction are disclosed or are known to the Board of
            Directors or the committee, and the Board of Directors or committee
            in good faith authorizes the contract or transaction by the
            affirmative vote of a majority of the disinterested directors, even
            though the disinterested directors are less than a quorum, provided,
            however, that the contract or transaction shall not be authorized by
            the vote of only a single director; or

      (b)   The material facts as to the relationship or interest and as to the
            contract or transaction are disclosed or are known to the
            Shareholders entitled to vote thereon, and the contract or
            transaction is specifically approved in good faith by vote of the
            Shareholders.

      (c)   The Contract or transaction is fair as to the Corporation as of the
            time it is authorized, approved or ratified by the Board of
            Directors or by a committee thereof, or the Shareholders.

Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or of a committee which authorizes
the contract or transaction. This provision shall not be construed to invalidate
a contract or transaction which would be valid in the absence of this provision
or to subject any director or officer to any liability that he or she would not
be subject to in the absence of this provision.

                                  ARTICLE VIII
                                 INDEMNIFICATION

      The Corporation shall have the power and authority to indemnify any person
to the fullest extent permitted by law.

                                   ARTICLE IX
                                DIRECTOR IMMUNITY

      To the fullest extent permitted by applicable law, a director of the
Corporation shall not be liable to the Corporation or its Shareholders for
monetary damages for an act or omission in the director's capacity as a
director, except that this Article does not eliminate or limit the liability of
a director of the Corporation to the extent the director is found liable for:

      (a) A breach of the director's duty of loyalty to the Corporation or its
Shareholders;

                                       3


      (b) An act or omission not in good faith that constitutes a breach of duty
of the director to the Corporation or an act or omission that involves
intentional misconduct or a knowing violation of the law;

      (c) A transaction from which the director received an improper benefit,
whether or not the benefit resulted from an action taken within the scope of the
director's office; or

      (d) An act or omission for which the liability of a director is expressly
provided by an applicable statute.

      Any repeal or amendment of this Article by the Shareholders of the
Corporation shall be prospective only and shall not adversely affect any
limitation on the personal liability of a director of the Corporation arising
from an act or omission occurring prior to the time of such repeal or amendment.
In addition to the circumstances in which a director of the Corporation is not
personally liable as set forth in the foregoing provisions of this Article, a
director shall not be liable to the Corporation or its Shareholders to such
further extent as permitted by any law hereafter enacted, including, without
limitation, any subsequent amendment to the Florida Business Corporation Act.

                                    ARTICLE X
                           CONSENT IN LIEU OF MEETING

      Except as otherwise set forth in Section 2.2 of these Articles of
Incorporation, any action which may be taken, or which is required by law or the
Articles of Incorporation or bylaws of the Corporation to be taken, at any
annual or special meeting of (a) Shareholders, may be taken without a meeting,
without prior notice, and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall have been signed by the holders of
outstanding shares having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote were present and voted thereon, and (b) directors, may be taken
without a meeting, without prior notice, and without a vote, if a consent or
consents in writing, setting forth the action so taken, shall have been signed
by all directors.

                                   ARTICLE XI
                                CUMULATIVE VOTING

      Cumulative voting for the election of directors or for any other matter is
expressly denied and prohibited.

                                   ARTICLE XII
                                PREEMPTIVE RIGHTS

      Shareholders shall have no preemptive rights.

                                       4


                                  ARTICLE XIII
                                  INCORPORATOR

The name and address of the incorporator is Wil Armstrong, 1100 Louisiana,
Suite 1800, Houston, Texas, 77002.

      IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of November,
1996.

                                      /s/ Wil Armstrong
                                      ------------------------------------------
                                      Wil Armstrong
                                      Incorporator

                                       5


                    ACCEPTANCE OF REGISTERED AGENT DESIGNATED
                          IN ARTICLES OF INCORPORATION

Having been named as registered agent and to accept service of process for the
above-named corporation at the place designated in these Articles of
Incorporation, I hereby accept the appointment as registered agent and agree to
act in this capacity. I further agree to comply with the provisions of all
statutes relating to the proper and complete performance of my duties, and I am
familiar with and accept the obligation of my position as registered agent.

                                      By: /s/  Deborah D. Skipper, As agent
                                          --------------------------------------
                                          Corporation Service Company

                                          Date:  11-18-96

                                       6

EX-3.283

                                                                   Exhibit 3.283

                                     BYLAWS

                                       OF

                              STAT PHYSICIANS, INC.

                              A Florida Corporation



                                TABLE OF CONTENTS

                                                                           
PREAMBLE...................................................................    1

ARTICLE I: OFFICES ........................................................    1
   1.1    Registered Office and Agent .....................................    1
   1.2    Principal Office ................................................    1
   1.3    Other Offices ...................................................    1

ARTICLE II: SHAREHOLDERS ..................................................    1
   2.1    Qualification ...................................................    1

ARTICLE III: SHAREHOLDER MEETINGS .........................................    1
   3.1    Annual Meetings .................................................    1
   3.2    Special Meetings ................................................    1
   3.3    Place of Meetings ...............................................    2
   3.4    Notice ..........................................................    2
   3.5    Voting List .....................................................    2
   3.6    Quorum; Withdrawal of Quorum ....................................    2
   3.7    Voting of Shares ................................................    2
   3.8    Plurality Election; Quorum ......................................    3
   3.9    Method of Voting; Proxies .......................................    3
   3.10   Closing of Transfer Records; Record Date ........................    3
   3.11   Duties of Officers at Meeting ...................................    4
   3.12   Action Without A Meeting ........................................    4

ARTICLE IV: DIRECTORS .....................................................    4
   4.1    Management ......................................................    4
   4.2    Number; Election; Term; Qualification ...........................    4
   4.3    Changes in Number ...............................................    4
   4.4    Removal..........................................................    5
   4.5    Vacancies .......................................................    5
   4.6    Place of Meetings ...............................................    5
   4.7    First Meeting ...................................................    5
   4.8    Regular Meetings ................................................    5
   4.9    Special Meetings; Notice ........................................    5
   4.10   Quorum; Majority Vote ...........................................    5
   4.11   Procedure; Minutes ..............................................    5
   4.12   Presumption of Assent ...........................................    6
   4.13   Compensation ....................................................    6
   4.14   Action Without Meeting ..........................................    6

ARTICLE V: COMMITTEES .....................................................    6
   5.1    Designation .....................................................    6
   5.2    Number; Qualification; Term .....................................    6
   5.3    Authority .......................................................    7




                                        i



                                                                           
   5.4    Committee Changes ...............................................    7
   5.5    Regular Meetings ................................................    7
   5.6    Special Meetings ................................................    7
   5.7    Quorum; Majority Vote ...........................................    7
   5.8    Minutes .........................................................    8
   5.9    Compensation ....................................................    8
   5.10   Responsibility ..................................................    8

ARTICLE VI: GENERAL PROVISIONS RELATING TO MEETINGS .......................    8
   6.1    Notice ..........................................................    8
   6.2    Waiver of Notice ................................................    8
   6.3    Telephone and Similar Meetings ..................................    9

ARTICLE VII: OFFICERS AND OTHER AGENTS ....................................    9
   7.1    Number; Titles; Election; Term; Qualification ...................    9
   7.2    Removal .........................................................    9
   7.3    Vacancies .......................................................    9
   7.4    Authority .......................................................    9
   7.5    Compensation ....................................................    9
   7.6    Chairman of the Board ...........................................    9
   7.7    President .......................................................   10
   7.8    Vice Presidents .................................................   10
   7.9    Secretary .......................................................   10
   7.10   Treasurer .......................................................   10

ARTICLE VIII: CERTIFICATES AND SHAREHOLDERS ...............................   11
   8.1    Certificated and Uncertificated Shares ..........................   11
   8.2    Certificates for Certificated Shares ............................   11
   8.3    Issuance ........................................................   11
   8.4    Consideration for Shares ........................................   11
   8.5    Lost, Stolen, or Destroyed Certificates .........................   12
   8.6    Transfer of Shares ..............................................   12
   8.7    Registered Shareholders .........................................   13
   8.8    Legends .........................................................   13
   8.9    Regulations .....................................................   13

ARTICLE IX: INDEMNIFICATION AND INSURANCE .................................   13
   9.1    Indemnification and Advancement of Expenses .....................   13
   9.2    Continuing Offer; Reliance; Effect of Amendment .................   13
   9.3    Insurance .......................................................   14
   9.4    Severability ....................................................   14

ARTICLE X: MISCELLANEOUS PROVISIONS .......................................   14
   10.1   Dividends .......................................................   14
   10.2   Books and Records ...............................................   14
   10.3   Fiscal Year .....................................................   15




                                       ii



                                                                           
   10.4   Seal.............................................................   15
   10.5   Attestation by the Secretary ....................................   15
   10.6   Resignation .....................................................   15
   10.7   Amendment of Bylaws .............................................   15
   10.8   Invalid Provisions ..............................................   15
   10.9   Headings; Table of Contents .....................................   15




                                       iii



                                     BYLAWS

                                       OF

                              STAT PHYSICIANS, INC.
                              A Florida Corporation

                                    PREAMBLE

     These Bylaws are subject to, and governed by, the Florida Business
Corporation Act, and the Articles of Incorporation of STAT Physicians, Inc. (the
"Corporation"). In the event of a direct conflict between the provisions of
these Bylaws and the mandatory provisions of the Florida Business Corporation
Act, or the provisions of the Articles of Incorporation of the Corporation, such
provisions of the Florida Business Corporation Act, or the Articles of
Incorporation, as the case may be, will be controlling.

                               ARTICLE I: OFFICES

     1.1 Registered Office and Agent. The registered office and registered agent
of the Corporation shall be as designated from time to time by the appropriate
filing by the Corporation in the office of the Department of the State of
Florida.

     1.2 Principal Office. The principal office of the Corporation shall be as
designated from time to time by the appropriate filing by the Corporation in the
office of the Department of the State of Florida.

     1.3 Other Offices. The Corporation may, in addition to its registered
office, have offices at such other places as the Board of Directors may from
time to time determine or the business and affairs of the Corporation may
require.

                            ARTICLE II: SHAREHOLDERS

     2.1 Qualification. Any person may become or remain a shareholder
("Shareholder) of the Corporation.

                        ARTICLE III: SHAREHOLDER MEETINGS

     3.1 Annual Meetings. An annual meeting of the Shareholders of the
Corporation shall be held during each calendar year on such date and at such
time as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting, as long as it is not a legal holiday in the
place where the meeting is to be held. At such meeting, the Shareholders shall
elect directors and transact such other business as may properly be brought
before the meeting.

     3.2 Special Meetings. A special meeting of the Shareholders may be called
at any time by the president, by the Board of Directors, or by the holders of at
least ten percent (10 %)



of the outstanding shares entitled to vote. Only business within the purpose or
purposes described in the notice of a special meeting may be conducted at such
special meeting.

     3.3 Place of Meetings. Meetings of Shareholders shall be held at such
place, within or without the State of Florida, designated by the Board of
Directors or as specified in the notice or waiver thereof. Special meetings of
Shareholders may be held at any place within or without the State of Florida
designated by the person or persons calling such special meeting. Meetings of
Shareholders shall be held at the principal office of the Corporation unless
another place is designated for meetings in the manner provided herein.

     3.4 Notice. Except as otherwise provided by law, written or printed notice
stating the place, day, and hour of each meeting of the Shareholders and, in
case of a special meeting, the purpose or purposes for which the meeting is
called, shall be delivered not less than ten (10) nor more than sixty (60) days
before the date of the meeting by or at the direction of the president, the
secretary, or the person calling the meeting, to each Shareholder of record
entitled to vote at such meeting.

     3.5 Voting List. At least ten (10) days before each meeting of
Shareholders, the officer or agent having charge of the stock transfer books for
shares of the Corporation shall make a complete list of Shareholders entitled to
vote at such meeting, arranged in alphabetical order, including the address of
each Shareholder and the number of voting shares held by each Shareholder. For a
period of ten (10) days prior to such meeting, such list shall be kept on file
at the registered office or principal place of business of the Corporation and
shall be subject to inspection by any Shareholder during usual business hours.
Such list shall be produced and kept open at such meeting and shall be subject
to inspection by any Shareholder throughout the meeting. The original share
transfer books shall be prima facie evidence as to who are the Shareholders
entitled to examine such list or transfer books or to vote at any meeting of
Shareholders.

     3.6 Quorum; Withdrawal of Quorum. A quorum shall be present at a meeting of
Shareholders if the holders of a majority of the shares entitled to vote are
represented at the meeting, in person or by proxy, except as otherwise provided
by law or the Articles of Incorporation. If a quorum shall not be present at any
meeting of the Shareholders, the Shareholders represented in person or by proxy
at such meeting may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until such time as a quorum shall be present.
Once a quorum is present at a meeting of the Shareholders, the Shareholders
represented in person or by proxy at the meeting may conduct such business as
may be properly brought before the meeting until it is adjourned, and the
subsequent withdrawal from the meeting of any Shareholder or the refusal of any
Shareholder represented in person or by proxy to vote shall not affect the
presence of a quorum at the meeting.

     3.7 Voting of Shares. Treasury shares shall not be shares entitled to vote
or to be counted in determining the total number of outstanding shares. A
Shareholder whose shares are pledged shall be entitled to vote such shares until
they have been transferred into the name of the pledgee, and thereafter, the
pledgee shall be entitled to vote such shares; provided that such


                                       2



pledgee shall only be entitled to vote if the pledgee is qualified to be a
Shareholder of the Corporation.

     3.8 Plurality Election; Quorum. Directors of the Corporation shall be
elected by a plurality of the votes cast by the holders of shares entitled to
vote in the election of directors at a meeting of Shareholders at which a quorum
is present. Except as otherwise provided by law, the Articles of Incorporation,
or these Bylaws, with respect to any matter, the affirmative vote of the holders
of a majority of the Corporation's shares entitled to vote on that matter and
represented in person or by proxy at a meeting at which a quorum is present
shall be the act of the Shareholders.

     3.9 Method of Voting; Proxies. Every Shareholder of record shall be
entitled at every meeting of Shareholders to one vote on each matter submitted
to a vote for every share standing in his/her name on the original share
transfer records of the Corporation except to the extent that the voting rights
of the shares of any class or classes are increased, limited, or denied by the
Articles of Incorporation. Such share transfer records shall be prima facie
evidence as to the identity of Shareholders entitled to vote. A Shareholder
shall be entitled to vote either in person or by proxy, provided that such proxy
is in writing, signed by the Shareholder granting the proxy, identifies the
person entitled to exercise the proxy, states the number of shares entitled to
vote, is dated and filed with the secretary of the Corporation prior to the
meeting. No proxy shall be voted or acted upon after eleven (11) months from its
date, unless the proxy provides for a longer period.

     3.10 Closing of Transfer Records; Record Date. For the purpose of
determining Shareholders entitled to notice of or to vote at any meeting of
Shareholders or any adjournment thereof, or entitled to receive a distribution
(other than a distribution involving a purchase or redemption by the Corporation
of any of its own shares) or a share dividend, or in order to make a
determination of Shareholders for any other proper purpose (other than
determining Shareholders entitled to consent to action by Shareholders proposed
to be taken without a meeting of Shareholders), the Board of Directors may
provide that the share transfer records of the Corporation shall be closed for a
stated period but not to exceed in any event seventy (70) days. If the share
transfer records are closed for the purpose of determining Shareholders entitled
to notice of or to vote at a meeting of the Shareholders, such records shall be
closed for at least ten (10) days immediately preceding such meeting. In lieu of
closing the share transfer records, the Board of Directors may fix in advance a
date as the record date for any such determination of Shareholders, such date in
any case to be not more than seventy (70) days and, in case of a meeting of
Shareholders, not less than ten (10) days prior to the date on which the
particular action requiring such determination of the Shareholders is to be
taken. If the share transfer records are not closed and if no record date is
fixed for the determination of Shareholders entitled to notice of or to vote at
a meeting of the Shareholders or entitled to receive a distribution (other than
a distribution involving a purchase or redemption by the Corporation of any of
its own shares) or a share dividend, the record date shall be set at the close
of business on the next day preceding the day on which notice is given, or if
notice is waived, at the close of business on the next day on which the meeting
is held. When a determination of the Shareholders entitled to vote at any
meeting of Shareholders has been made as provided in this Section, such
determination shall apply to any adjournment thereof except when the


                                       3



determination has been made through the closing of the share transfer records
and the stated period of closing has expired.

     3.11 Duties of Officers at Meetings. The president, or in his/her absence
the vice president, shall preside at, and the secretary shall prepare minutes
of, each meeting of the Shareholders. In the absence of the secretary, his/her
duties shall be performed by a person elected by the vote of the holders of a
majority of the outstanding shares entitled to vote, present in person.

     3.12 Action Without A Meeting. Except as otherwise set forth in Article IX
of these Bylaws, any action which may be taken, or which is required by law or
the Articles of Incorporation or Bylaws of the Corporation to be taken, at any
meeting of Shareholders, may be taken without a meeting, without prior notice,
and without a vote, if a consent or consents in writing, setting forth the
action so taken, shall have been signed by the holder or holders of shares
having not less than the minimum number of votes that would be necessary to take
such action at a meeting at which the holders of all shares entitled to vote on
the action were present and voting. The signed consent or consents of
Shareholders shall be placed in the minute books of the Corporation. The record
date for the purpose of determining Shareholders entitled to consent to any
action pursuant to this Section shall be determined in accordance with the
Florida Business Corporation Act.

                              ARTICLE IV: DIRECTORS

     4.1 Management. The powers of the Corporation shall be exercised by or
under the authority of, and the business and affairs of the Corporation shall be
managed under the direction of, the Board of Directors.

     4.2 Number; Election; Term; Qualification. The number of directors which
shall constitute the Board of Directors shall be one. The first Board of
Directors shall consist of the directors named in the Articles of Incorporation.
Any change in the number of directors specified in this Section 4.2, other than
the number of initial directors, that shall constitute the entire Board of
Directors shall be determined by resolution of the Board of Directors at any
meeting thereof or by the Shareholders at any meeting thereof, but shall never
be less than one. At each annual meeting of the Shareholders, directors shall be
elected to hold office until the next annual meeting of the Shareholders and
until their successors are elected and qualified.

     4.3 Changes in Number. No decrease in the number of directors constituting
the entire Board of Directors shall have the effect of shortening the term of
any incumbent director. Any directorship to be filled by reason of an increase
in the number of directors may be filled by (i) the Shareholders at any annual
or special meeting of the Shareholders called for that purpose; (ii) the Board
of Directors for a term of office continuing only until the next election of one
or more directors by the Shareholders, or (iii) by unanimous written consent of
the Board of Directors continuing only until the next election of one or more
directors. Whenever the Shareholders are entitled to elect one or more directors
by the provisions of the Articles of Incorporation, any newly created
directorship(s) to be filled by reason of an increase in the


                                       4



number of such directors may be filled by the affirmative vote of the directors
then in office or by a sole remaining director so elected or by the vote of the
Shareholders.

     4.4 Removal. At any meeting of Shareholders called expressly for that
purpose, any director or the entire Board of Directors may be removed, with or
without cause, by a vote of the holders of all of the shares then entitled to
vote on the election of directors. Notwithstanding the foregoing, whenever the
holders of any class or series of shares are entitled to elect one or more
directors by the provisions of the Articles of Incorporation, only the holders
of shares of that class or series shall be entitled to vote for or against the
removal of any director elected by the holders of shares of that class or
series.

     4.5 Vacancies. Any vacancy occurring in the Board of Directors may be
filled by the vote of a majority of the remaining directors. A director elected
to fill a vacancy shall be elected to serve for the unexpired term of his/her
predecessor in office.

     4.6 Place of Meetings. The Board of Directors may hold its meetings in such
place or places within or without the State of Florida as the Board of Directors
may from time to time determine.

     4.7 First Meeting. Each newly elected Board of Directors may hold its first
meeting for the purpose of organization and the transaction of business, if a
quorum is present, immediately after and at the same place as the annual meeting
of the Shareholders, and notice of such meeting shall not be necessary.

     4.8 Regular Meetings. Regular meetings of the Board of Directors may be
held at such times and places as may be designated from time to time by
resolution of the Board of Directors and communicated to all directors.

     4.9 Special Meetings; Notice. Special meetings of the Board of Directors
shall be held whenever called by the president or by the Board of Directors. The
person calling any special meeting shall cause notice of such special meeting,
including the time and place of such special meeting, to be given to each
director at least two days before such special meeting. Neither the business to
be transacted at nor the purpose of any special meeting of the Board of
Directors need be specified in the notice or waiver of notice of any special
meeting.

     4.10 Quorum; Majority Vote. At all meetings of the Board of Directors, a
majority of the number of directors fixed in the manner provided in these Bylaws
shall constitute a quorum for the transaction of business. If a quorum is not
present at a meeting, a majority of the directors present may adjourn the
meeting from time to time, without notice other than an announcement at the
meeting, until a quorum is present. The act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, unless the act of a greater number is required by law, the
Articles of Incorporation, or these Bylaws.

     4.11 Procedure; Minutes. At meetings of the Board of Directors, business
shall be transacted in such order as the Board of Directors may determine from
time to time. The


                                       5



president, or in his/her absence the vice president, shall preside at, and the
secretary shall prepare minutes of, each meeting of the Board of Directors. In
the absence of the secretary, his/her duties shall be performed by a person
elected by the vote of the Board of Directors present at the meeting.

     4.12 Presumption of Assent. A director of the Corporation who is present at
any meeting of the Board of Directors at which action on any matter is taken
shall be presumed to have assented to the action unless his/her dissent shall be
entered in the minutes of the meeting or unless he/she shall file his/her
written dissent to such action with the person acting as secretary of the
meeting before the adjournment thereof, or shall forward any dissent by
certified or registered mail to the secretary of the Corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.

     4.13 Compensation. Directors, in their capacity as directors, may receive,
by resolution of the Board of Directors, a fixed sum and expenses of attendance,
if any, for attending meetings of the Board of Directors, or a stated salary. No
director shall be precluded from serving the Corporation in any other capacity
or receiving compensation therefor.

     4.14 Action Without Meeting. Any action which may be taken, or which is
required by law, the Articles of Incorporation, or these Bylaws to be taken at a
meeting of the Board of Directors or any committee may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall have
been signed by all of the members of the Board of Directors or committee, as the
case may be, and such consent shall have the same force and effect, as of the
date stated therein, as a unanimous vote of such members of the Board of
Directors or committee, as the case may be, and may be stated as such in any
document or instrument filed with the Department of the State of Florida or in
any certificate or other document delivered to any person. The consent may be in
one or more counterparts so long as each director or committee member signs one
of the counterparts. The signed consent shall included in the minutes or filed
with the corporate records reflecting the action taken.

                              ARTICLE V: COMMITTEES

     5.1 Designation. The Board of Directors may, by resolution adopted by a
majority of the entire Board of Directors, designate one or more committees.

     5.2 Number; Qualification; Term. The Board of Directors, by resolution
adopted by a majority of the entire Board of Directors, may designate two or
more directors as members of any committee and may designate two or more
directors as alternate members of any committee, who may, subject to any
limitations imposed by the Board of Directors, replace absent or disqualified
members at any meeting of that committee. The number of committee members may be
increased or decreased from time to time by resolution adopted by a majority of
the entire Board of Directors, but shall never be less than two. Each committee
member shall serve as such until the earliest of (i) the expiration of his/her
term as director, (ii) his/her resignation as a committee member or as a
director, or (iii) his/her removal as a committee member or as a director.


                                       6



     5.3 Authority. Each committee, to the extent expressly provided in the
resolution establishing such committee, shall have and may exercise all of the
authority of the Board of Directors, including, without limitation, the
authority to authorize a distribution according to a general formula or method
prescribed by the Board of Directors and to authorize the issuance or sale or
contract for sale of shares, or determine the designation and relative rights,
preferences, and limitations of a class or series of shares of the Corporation
within limits specifically prescribed by the Board of Directors. Notwithstanding
the foregoing, however, no committee shall have the authority of the Board of
Directors to:

          (a)  Approve or recommend to Shareholders action that the Florida
               Business Corporation Act requires to be approved by Shareholders;

          (b)  Amend the Articles of Incorporation, except that a committee may,
               to the extent provided in the resolution designating that
               committee, exercise the authority of the Board of Directors
               vested in it in accordance with the Florida Business Corporation
               Act;

          (c)  Approve a plan of merger not requiring Shareholder approval of
               the Corporation;

          (d)  Amend, alter, or repeal these Bylaws or adopting new Bylaws of
               the Corporation;

          (e)  Fill vacancies in the Board of Directors;

          (f)  Fill vacancies in, or designating alternate members of, any
               committee;

          (g)  Alter or repeal any resolution of the Board of Directors that by
               its terms provides that it shall not be amendable or repealable.

     5.4 Committee Changes. The Board of Directors shall have the power at any
time to fill vacancies in, to change the membership of, and to discharge any
committee.

     5.5 Regular Meetings. Regular meetings of any committee may be held without
notice at such time and place as may be designated from time to time by the
committee and communicated to all committee members.

     5.6 Special Meetings. Special meetings of any committee may be held
whenever called by any committee member. The committee member calling any
special meeting shall cause notice of such special meeting, including the time
and place of the meeting, to be given to each committee member at least two days
before such special meeting. Neither the business to be transacted at nor the
purpose of any special meeting of any committee need be specified in the notice
or waiver of notice.

     5.7 Quorum; Majority Vote. At meetings of any committee, a majority of the
number of committee members designated by the Board of Directors shall
constitute a quorum for the


                                       7



transaction of business. If a quorum is not present at a meeting of any
committee, a majority of the members present may adjourn the meeting from time
to time, without notice other than an announcement at the meeting, until a
quorum is present. The act of a majority of the committee members present at any
meeting at which a quorum is in attendance shall be the act of a committee,
unless the act of a greater number is required by law, the Articles of
Incorporation, or these Bylaws.

     5.8 Minutes. Each committee shall cause minutes of its proceedings to be
prepared and shall report the same to the Board of Directors upon the request of
the Board of Directors. The minutes of the proceedings of each committee shall
be delivered to the secretary of the Corporation for placement in the minute
books of the Corporation.

     5.9 Compensation. Committee members may, by resolution of the Board of
Directors, be allowed a fixed sum and expenses of attendance, if any, for
attending any committee meetings, or a stated salary.

     5.10 Responsibility. The designation of any committee and the delegation of
authority to it shall not operate to relieve the Board of Directors or any
director of any responsibility imposed upon it or such director by law.

               ARTICLE VI: GENERAL PROVISIONS RELATING TO MEETINGS

     6.1 Notice. Whenever by law, the Articles of Incorporation, or these
Bylaws, notice is required to be given to any committee member, director, or
Shareholder and no provision is made as to how such notice shall be given, it
shall be construed to mean that any such notice may be given in writing (a) in
person, (b) by mail, postage prepaid, addressed to such committee member,
director, or Shareholder at his/her address as it appears on the books of the
Corporation or, in the case of a Shareholder, the share transfer records of the
Corporation, or (c) by any other method permitted by law. Any notice required or
permitted to be given by mail to a Shareholder shall be deemed to be delivered
and given at the time when the same is deposited in the United States mail,
postage prepaid, and addressed as aforesaid.

     6.2 Waiver of Notice. Whenever by law, the Articles of Incorporation, or
these Bylaws, any notice is required to be given to any committee member,
Shareholder, or director of the Corporation, a written waiver of notice signed
by the person or persons entitled to such notice, whether before or after the
time notice should have been given, and delivered to the Secretary of the
Corporation for inclusion in the minutes or filing with the corporate records,
shall be equivalent to the giving of such notice. Attendance of a committee
member, Shareholder, or director at a meeting shall constitute a waiver of
notice of such meeting, except where such person attends for the express purpose
of objecting to the transaction of any business on the ground that the meeting
is not lawfully called or convened.

     6.3 Telephone and Similar Meetings. Subject to the notice of meeting
requirements of the Florida Business Corporation Act, Shareholders, directors,
or committee members may participate in and hold a meeting by means of a
conference telephone or similar communications equipment by means of which
persons participating in the meeting can hear each other.


                                       8



Participation in such a meeting shall constitute presence in person at such
meeting, except where a person participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.

                     ARTICLE VII: OFFICERS AND OTHER AGENTS

     7.1 Number; Titles; Election; Term; Qualification. The officers of the
Corporation shall be a president, one or more vice presidents (and, in the case
of each vice president, with such descriptive title, if any, as the Board of
Directors shall determine), a secretary and a treasurer. The Corporation may
also have a chairman of the board, one or more assistant treasurers, one or more
assistant secretaries, and such other officers and such agents as the Board of
Directors may from time to time elect or appoint. The Board of Directors shall
elect a president, vice president, secretary, and treasurer at its first meeting
at which a quorum shall be present after the annual meeting of Shareholders or
whenever a vacancy exists. The Board of Directors then, or from time to time,
may also elect or appoint one or more other officers or agents as it shall deem
advisable. Each officer and agent shall hold office for the term for which
he/she is elected or appointed and until his/her successor has been elected or
appointed and qualified. Any one person may serve in more than one office
simultaneously.

     7.2 Removal. Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors whenever in its judgment the
best interest of the Corporation will be served thereby, but such removal shall
be without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself create
contract rights.

     7.3 Vacancies. Any vacancy occurring in any office of the Corporation may
be filled by the Board of Directors.

     7.4 Authority. Officers shall have such authority and perform such duties
in the management of the Corporation as are provided in these Bylaws or as may
be determined by resolution of the Board of Directors not inconsistent with
these Bylaws.

     7.5 Compensation. The compensation, if any, of officers and agents shall be
fixed from time to time by the Board of Directors, provided, however, that the
Board of Directors may by resolution delegate to any one or more officers of the
Corporation the authority to fix such compensation.

     7.6 Chairman of the Board. The chairman of the board shall have such powers
and duties as may be prescribed by the Board of Directors.

     7.7 President. Unless and to the extent that such powers and duties are
expressly delegated to a chairman of the board by the Board of Directors, the
president shall be the chief executive officer of the Corporation and, subject
to the supervision of the Board of Directors,. shall have general management and
control of the business and property of the Corporation in the ordinary course
of its business with all such powers with respect to such general management and
control as may be reasonably incident to such responsibilities, including, but
not limited to,


                                       9



the power to employ, discharge, or suspend employees and agents of the
Corporation, to fix the compensation of employees and agents, and to suspend any
officer of the Corporation who is subordinate to him pending final action by the
Board of Directors with respect to continued suspension, removal, or
reinstatement of such officer. The president may, without limitation, agree upon
and execute all division and transfer orders, bonds, contracts, and other
obligations in the name of the Corporation.

     7.8 Vice Presidents. Each vice president shall have such powers and duties
as may be prescribed by the Board of directors or as may be delegated from time
to time by the president and (in the order as designated by the Board of
Directors, or in the absence of such designation, as determined by the length of
time each has held the office of vice president continuously) shall exercise the
powers of the president during that officer's absence or inability to act. As
between the Corporation and third parties, any action taken by a vice president
in the performance of the duties of the president shall be conclusive evidence
of the president's absence or inability to act at the time such action was
taken.

     7.9 Secretary. The secretary shall maintain minutes of all meetings of the
Board of Directors, of any committee, and of the Shareholders or consents in
lieu of such minutes in the Corporation's minute books, and shall cause notice
of such meetings to be given when requested by any person authorized to call
such meetings. The secretary may sign with the president, in the name of the
Corporation, all contracts of the Corporation and affix the seal of the
Corporation thereto. The secretary shall have charge of the certificate books,
share transfer records, stock ledgers, and such other stock books and papers as
the Board of Directors may direct, all of which shall at all reasonable times be
open to inspection by any director at the office of the Corporation during
business hours. The secretary shall perform such other duties as may be
prescribed by the Board of Directors or as may be delegated from time to time by
the president.

     7.10 Treasurer. The treasurer shall have custody of the Corporation's funds
and securities, shall keep full and accurate accounts of receipts and
disbursements, and shall deposit all moneys and valuable effects in the name and
to the credit of the Corporation in such depository or depositories as may be
designated by the Board of Directors. The treasurer shall audit all payrolls and
vouchers of the Corporation, receive, audit, and consolidate all operating and
financial statements of the Corporation and its various departments, supervise
the accounting and auditing practices of the Corporation, and shall have charge
of matters relating to taxation. Additionally, the treasurer shall have the
power to endorse for deposit, collection, or otherwise all checks, drafts,
notes, bills of exchange, and other commercial paper payable to the Corporation
and to give proper receipts and discharges for all payments to the Corporation.
The treasurer shall perform such other duties as may be prescribed by the Board
of Directors or as may be delegated from time to time by the president.

                   ARTICLE VIII: CERTIFICATES AND SHAREHOLDERS

     8.1 Certificated and Uncertificated Shares. The shares of the Corporation
may be either certificated shares or uncertificated shares. As used herein, the
term "certificated shares" means shares represented by instruments in bearer or
registered form, and the term


                                       10



"uncertificated shares" means shares not represented by instruments and the
transfers of which are registered upon books maintained for that purpose by or
on behalf of the Corporation.

     8.2 Certificates for Certificated Shares. The certificates representing
certificated shares of stock of the Corporation shall be in such form as shall
be approved by the Board of Directors in conformity with law. The certificates
shall be consecutively numbered, shall be entered as they are issued in the
books of the Corporation or in the records of the Corporation's designated
transfer agent, if any, and shall state upon the face thereof: (a) that the
Corporation is organized under the laws of the State of Florida; (b) the name of
the person to whom issued; (c) the number and class of shares and the
designation of the series, if any, which such certificate represents; (d) the
par value of each share represented by such certificate, or a statement that the
shares are without par value; and (e) such other matters as may be required by
law. The certificates shall be signed by the president or any vice president and
also by the secretary, an assistant secretary, or any other officer. The
signatures of any of such officers may be facsimiles. The certificates may be
sealed with the seal of the Corporation or a facsimile thereof.

     8.3 Issuance. Shares with or without par value may be issued for such
consideration and to such persons as the Board of Directors may from time to
time determine, provided, however, that in the case of shares with par value the
consideration must be at least equal to the par value of such shares. Shares may
not be issued until the full amount of the consideration has been paid. After
the issuance of uncertificated shares, the Corporation or the transfer agent of
the Corporation shall send to the registered owner of such uncertificated shares
a written notice containing the information required to be stated on
certificates representing shares of stock as set forth in Section 8.2 above and
such additional information as may be required by the Florida Business
Corporation Act as currently in effect and as the same may be amended from time
to time hereafter.

     8.4 Consideration for Shares. The consideration for the issuance of shares
shall consist of money paid, labor done (including services actually performed
for the Corporation), or property (tangible or intangible) actually received.
Neither promissory notes nor the promise of future services shall constitute
payment or part payment for the issuance of shares. In the absence of fraud in
the transaction, the judgment of the Board of Directors as to the value of
consideration received shall be conclusive. When consideration, fixed as
provided by law, has been paid and the Board of Directors has judged the value
of the consideration, the shares shall be deemed to have been issued and shall
be considered fully paid and nonassessable. The consideration received for
shares shall be allocated by the Board of Directors, in accordance with law,
between stated capital and surplus accounts.

     8.5 Lost, Stolen, or Destroyed Certificates. The Corporation shall issue a
new certificate or certificates in place of any certificate representing shares
previously issued if the registered owner of the certificate:

          (a)  Claim. Makes proof by affidavit, in form and substance
               satisfactory to the Board of Directors or any proper officer,
               that a previously issued certificate representing shares has been
               lost, destroyed, or stolen;


                                       11



          (b)  Timely Request. Requests the issuance of a new certificate before
               the Corporation has notice that the certificate has been acquired
               by a purchaser for value in good faith and without notice of an
               adverse claim;

          (c)  Bond. If required by the Board of Directors or any proper
               officer, in its or such officer's discretion, delivers to the
               Corporation a bond or indemnity agreement in such form, with such
               surety or sureties, and with such fixed or open penalty, as the
               Board of Directors or such officer may direct, in its or such
               officer's discretion, to indemnify the Corporation (and its
               transfer agent and registrar, if any) against any claim that may
               be made on account of the alleged loss, destruction, or theft of
               the certificate; and

          (d)  Other Requirements. Satisfies any other reasonable requirements
               imposed by the Board of Directors.

     8.6 Transfer of Shares. Shares of stock of the Corporation shall be sold or
transferable by the Shareholders thereof in person or by their duly authorized
attorneys or legal representatives. With respect to certificated shares, upon
surrender to the Corporation or the transfer agent of the Corporation for
transfer of a certificate representing shares duly endorsed and accompanied by
any reasonable assurances that such endorsements are genuine and effective as
the Corporation may require and after compliance with any applicable law
relating to the collection of taxes, the Corporation or its transfer agent
shall, if it has no notice of an adverse claim or if it has discharged any duty
with respect to any adverse claim, issue one or more new certificates to the
person entitled thereto, cancel the old certificate, and record the transaction
upon its books. With respect to uncertificated shares, upon delivery to the
Corporation or the transfer agent of the Corporation of an instruction
originated by an appropriate person and accompanied by any reasonable assurances
that such instruction is genuine and effective as the Corporation may require
and after compliance with any applicable law relating to the collection of
taxes, the Corporation or its transfer agent shall, if it has no notice of an
adverse claim or has discharged any duty with respect to any adverse claim,
record the transaction upon its books, and shall send to the new registered
owner of such uncertificated shares, and, if the shares have been transferred
subject to a registered pledge, to the registered pledgee, a written notice
containing the information required to be stated on certificates representing
shares of stock set forth in Section 8.2 above and such additional information
as may be required by the Florida Business Corporation Act as currently in
effect and as the same may be amended from time to time hereafter.

     8.7 Registered Shareholders. The Corporation shall be entitled to treat the
Shareholder of record as the Shareholder in fact of any shares and, accordingly,
shall not be bound to recognize any equitable or other claim to or interest in
such shares on the part of any other person, whether or not it shall have actual
or other notice thereof, except as otherwise provided by law.

     8.8 Legends. The Board of Directors shall cause an appropriate legends to
be placed on certificates representing shares of stock as may be deemed
necessary or desirable by the


                                       12



Board of Directors in order for the Corporation to comply with applicable
federal or state securities or other laws.

     8.9 Regulations. The Board of Directors shall have the power and authority
to make all such rules and regulations as it may deem expedient concerning the
issue, transfer, registration, or replacement of certificates representing
shares of stock of the Corporation.

                    ARTICLE IX: INDEMNIFICATION AND INSURANCE

     9.1 Indemnification and Advancement of Expenses. The Corporation shall
indemnify and/or advance expenses to a person who was, is, or is threatened to
be made a named defendant or respondent in a proceeding because the person (i)
is or was a director, officer, employee or agent of the Corporation, or (ii) is
or was serving at the request of the Corporation as a director, officer,
partner, trustee, employee, agent, or similar functionary of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit plan,
or other enterprise, to the fullest extent provided by, and in accordance with
the procedures set forth in Section 607.0850 of the Florida Business Corporation
Act ("Section 607.0850") and any other applicable laws, provided, however, that
Article X shall be modified in the following respects as applied to the
Corporation:

          (a)  Indemnification of any person who has satisfied the standard of
               conduct set forth in Section 607.0850 shall be mandatory rather
               than optional. The determination under Section 607.0850 that
               indemnification shall be made shall also constitute authorization
               of indemnification.

          (b)  Advancement of expenses to a person who has satisfied the
               requirements of Section 607.0850 shall be mandatory rather than
               optional.

          (c)  Payment or reimbursement of expenses to a person pursuant to
               Section 607.0850 in connection with his/her appearance as a
               witness or other participation in a proceeding shall be mandatory
               rather than optional.

     9.2 Continuing Offer; Reliance; Effect of Amendment. The provisions of this
Article are for the benefit of, and may be enforced by, each director, officer,
employee, agent or other person identified in Section 10.1 of this Article X,
the same as if set forth in their entirety in a written instrument duly executed
and delivered by the Corporation and such person, and constitute a continuing
offer to all present and future persons occupying any such position. The
Corporation, by its adoption of these Bylaws, will continue to rely upon the
provisions of this Article X in agreeing to serve and serving in any of the
capacities referred to above, waives reliance upon, and all notices of
acceptance of, such provisions by each such person and acknowledges and agrees
that no present or future person occupying any such position shall be prejudiced
in his/her right to enforce the provisions of this Article X in accordance with
their terms by any act or failure to act on the part of the Corporation. No
amendment, modification or repeal of this Article X or any provision hereof
shall in any manner terminate, reduce or impair the right of any past, present
or future director, officer, employee, agent or other person identified in
Section 10.1 of this Article X to be indemnified by the Corporation, nor the


                                       13



obligation of the Corporation to indemnify any such person, under and in
accordance with the provisions of this Article X as in effect immediately prior
to such amendment, modification or repeal with respect to claims arising from or
relating to matters occurring, in whole or in part, prior to such amendment,
modification or repeal, regardless of when such claims may arise or be asserted.

     9.3 Insurance. Subject to Section 607.0850 of the Florida Business
Corporation Act, the Corporation may purchase and maintain insurance or another
arrangement on behalf of any person who is or was a director, officer, employee,
agent or other person identified in Section 10.1 of this Article X, against any
liability asserted against him and incurred by him in such a capacity or arising
out of his/her status as such a person, whether or not the Corporation would
have the power to indemnify him against that liability under Section 10.1 of
this Article X.

     9.4 Severability. The indemnification and/or advancement of expenses
provided by this Article X shall be subject to all valid and applicable laws,
including, without limitation, Section 607.0850 of the Florida Business
Corporation Act. If this Article X or any portion hereof shall be invalidated on
any ground by any court of competent jurisdiction, then the Corporation shall
nevertheless indemnify and/or advance expenses to each director or officer,
employee, agent, or other person identified in Section 10.1 of this Article X,
to the fullest extent permitted by any applicable portion of this Article X that
shall not have been invalidated and to the fullest extent permitted by
applicable law. If any provision hereof should be held by a court of competent
jurisdiction to be invalid, it shall be limited only to the extent necessary to
make such provision enforceable, it being the intent of this Article X to
indemnify and/or advance expenses to each individual who serves or who has
served as a director, officer, employee, agent, or other person identified in
Section 10.1 of this Article X to the maximum extent permitted by law.

                       ARTICLE X: MISCELLANEOUS PROVISIONS

     10.1 Dividends. Subject to provisions of applicable statutes and the
Articles of Incorporation, dividends may be declared by and at the discretion of
the Board of Directors at any meeting and may be paid in cash, in property, or
in shares of stock of the Corporation.

     10.2 Books and Records. The Corporation shall keep books and records of
account and shall keep minutes of the proceedings of its Shareholders, the Board
of Directors, and each committee of the Board of Directors. The Corporation
shall keep at its registered office or principal place of business, or at the
office of its transfer agent or registrar, a record of the original issuance of
shares issued by the Corporation and a record of each transfer of those shares
that have been presented to the Corporation for registration of transfer, giving
the names and addresses of all past and current Shareholders and the number and
class of the shares held by each such Shareholder.

     10.3 Fiscal Year. The fiscal year of the Corporation shall be fixed by the
Board of Directors, provided, however, that if such fiscal year is not fixed by
the Board of Directors and the Board of Directors does not defer its
determination of the fiscal year, the fiscal year shall be the calendar year.


                                       14



     10.4 Seal. The seal of the Corporation shall be in such form as may be
approved from time to time by the Board of Directors. If the Board of Directors
approves a seal, the affixation of such seal shall not be required to create a
valid and binding obligation against the Corporation.

     10.5 Attestation by the Secretary. With respect to any deed, deed of trust,
mortgage, or other instrument executed by the Corporation through its duly
authorized officer or officers, the attestation to such execution by the
secretary of the Corporation shall not be necessary to constitute such deed,
deed of trust, mortgage, or other instrument a valid and binding obligation
against the Corporation unless the resolutions, if any, of the Board of
Directors authorizing such execution expressly state that such attestation is
necessary.

     10.6 Resignation. Any director, committee member, officer, or agent may
resign by so stating at any meeting of the Board of Directors or by giving
written notice to the Board of Directors, the president, or the secretary. Such
resignation shall take effect at the time specified in the statement made at the
Board of Directors meeting or in the written notice, but in no event may the
effective time of such resignation be prior to the time such statement is made
or such notice is given. If no effective time is specified in the resignation,
the resignation shall be effective immediately. Unless a resignation specifies
otherwise, it shall be effective without being accepted.

     10.7 Amendment of Bylaws. The power to amend or repeal these Bylaws or to
adopt new Bylaws is vested in the Board of Directors.

     10.8 Invalid Provisions. If any part of these Bylaws is held invalid or
inoperative for any reason, the remaining parts, so far as is possible and
reasonable, shall remain valid and operative.

     10.9 Headings; Table of Contents. The headings and table of contents used
in these Bylaws are for convenience only and shall not be construed in the
interpretation of these Bylaws.

     The undersigned, the president of the Corporation, hereby certifies that
the foregoing Bylaws were adopted by the Board of Directors of the Corporation
as of November 19, 1996.


                                        /s/ Victor Miranda
                                        ----------------------------------------
                                        Victor Miranda
                                        President


                                       15

EX-3.284

                                                                   Exhibit 3.284

                            CERTIFICATE OF FORMATION

                                       OF

                               EMS MANAGEMENT LLC


            This Certificate of Formation of EMS Management LLC is being duly
executed and filed by the undersigned, as an authorized person, to form a
limited liability company under the Delaware Limited Liability Company Act (6
Del. C. Section 18-101, et seq.).

      1.    The name of the limited liability company is EMS Management LLC.

      2.    The address of its registered office in the State of Delaware is
            2711 Centerville Road, Suite 400, in the City of Wilmington (New
            Castle County), Delaware 19808. The name of its registered agent at
            such address is Corporation Service Company.

            IN WITNESS WHEREOF, the undersigned has executed this Certificate on
this 29th day of December, 2004.


                                            /s/ Garth B. Thomas
                                            ------------------------------
                                            Garth B. Thomas
                                            Organizer

EX-3.285

                                                                   Exhibit 3.285













                               EMS MANAGEMENT LLC

                      A DELAWARE LIMITED LIABILITY COMPANY


                               OPERATING AGREEMENT
                          Dated as of February _, 2005

THE MEMBERSHIP INTERESTS REPRESENTED BY THIS OPERATING AGREEMENT HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR UNDER ANY OTHER
APPLICABLE SECURITIES LAWS. SUCH INTERESTS MAY NOT BE OFFERED, SOLD, ASSIGNED,
PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION
UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER
RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

                               OPERATING AGREEMENT
                                       OF
                               EMS MANAGEMENT LLC,
                      A DELAWARE LIMITED LIABILITY COMPANY

      THIS OPERATING AGREEMENT of EMS Management LLC (this "AGREEMENT"), dated
as of February _, 2005, is adopted by, and executed and agreed to, for good and
valuable consideration, by the Members.

                                    ARTICLE I
                                   DEFINITIONS

      1.1 DEFINITIONS. As used in this Agreement, the following terms have the
following meanings:

            "ACT" means the Delaware Limited Liability Company Act and any
      successor statute, as amended from time to time.

            "AFFILIATE" means, with respect to a Person, any other Person that
      controls, is controlled by, or is under common control with, the Person in
      question; and for purposes of the foregoing, the term "control"
      (including, with correlative meanings, the terms "controlled by" and
      "under common control with") shall mean the possession, directly or
      indirectly, of the power to direct or cause the direction of the
      management and policies of an entity, whether through the ownership of
      voting securities or by trust, management agreement, partnership
      agreement, contract or otherwise

            "AGREEMENT" has the meaning given that term in the introductory
      paragraph.

            "BOOK VALUE" means, with respect to any Company property, the
      Company's adjusted basis for federal income tax purposes, except as
      follows:

            (a)   the initial Book Value of any asset contributed by a Member to
                  the Company shall be its gross fair market value at the time
                  of such contribution;

            (b)   the Book Value of all Company assets shall be adjusted to
                  equal their respective gross fair market values, as determined
                  by the Members, as of the following times: (i) the
                  distribution by the Company to a Member of more than a de
                  minimis amount of Company assets as consideration for all or
                  some of such Member's Units; (ii) the liquidation of the
                  Company within the meaning of Treasury Regulations Section
                  1.704-1(b)(2)(ii)(g); and (iii) the grant of more than a de
                  minimis number of Units as consideration for the provision of
                  services to or for the benefit of the Company; and

            (c)   the Book Value of any Company asset distributed to a Member
                  shall be the gross fair market value of such asset, as
                  determined by the Members, as of the date of such
                  distribution.

            "BUSINESS DAY" means any day other than a Saturday, a Sunday or a
      holiday on which national banking associations in the State of Illinois or
      the State of New York are closed.

            "CAPITAL ACCOUNT" has the meaning given that term in Article IV
      hereof.

            "CAPITAL CONTRIBUTION" means the aggregate contribution by a Member
      to the capital of the Company specified on Schedule A hereto, as amended
      from time to time in accordance with the terms of this Agreement.

            "CERTIFICATE" has the meaning given that term in Section 2.1.

            "CODE" means the Internal Revenue Code of 1986, as amended from time
      to time, including the corresponding provisions of any successor law.

            "COMPANY" means EMS Management LLC, a Delaware limited liability
      company.

            "COMPANY MINIMUM GAIN" has the meaning set forth for "partnership
      minimum gain" in Section 1.704-2(d) of the Treasury Regulations.

            "DISPOSE," "DISPOSED," "DISPOSING" or "DISPOSITION" means a sale,
      assignment, transfer, exchange, mortgage, pledge, grant of a security
      interest or other disposition or encumbrance (including, without
      limitation, by operation of law) or the acts thereof.

            "DISTRIBUTION" means a distribution made by the Company to a Member,
      whether in cash, property or securities of the Company and whether by
      liquidating distribution or otherwise; provided that any redemption or
      repurchase by the Company of any interest in the Company shall not be
      considered a Distribution.

            "FISCAL YEAR" of the Company means the year ending August 31.

            "INCAPACITY" or "INCAPACITATED" means (a) with respect to a natural
      person, the bankruptcy, death, incompetency or insanity of such person and
      (b) with respect to any other Person, the bankruptcy, liquidation,
      dissolution or termination of such Person.

            "INDEMNIFYING MEMBER" has the meaning given that term in Section
      11.10.

            "LOSSES" for any period means all items of Company loss, deduction
      and expense for such period determined according to Section 4.2.

            "MEMBER" means any Person executing this Agreement as of the date of
      this Agreement as a member or hereafter admitted to the Company as a
      member as provided in this Agreement, but does not include any Person who
      has ceased to be a member of the Company.

            "MEMBER MINIMUM GAIN" has the meaning set forth for "partner
      nonrecourse debt minimum gain" in Treasury Regulations Section 1.704-2(i).

            "MEMBER NONRECOURSE DEDUCTIONS" has the meaning set forth for
      "partner nonrecourse deductions" in Treasury Regulations Section
      1.704-2(i).

            "NONRECOURSE DEDUCTIONS" has the meaning set forth in Treasury
      Regulations Section 1.704-2(b)(1).

            "PERCENTAGE INTEREST" means, as to each Member, the percentage set
      forth opposite its name on Schedule A.

            "PERSON" means a natural person, partnership (whether general or
      limited),


                                       2

      limited liability company, trust, estate, association, corporation,
      custodian, nominee or any other individual or entity in its own or any
      representative capacity.

            "PROFITS" for any period means all items of Company income and gain
      for such period determined according to Section 4.2.

            "REGULATORY ALLOCATIONS" has the meaning given that term in Section
      5.4(iv).

            "REQUIRED INTEREST" means one or more Members possessing a majority
      of the Units owned by all Members.

            "TAX MATTERS MEMBER" has the meaning given that term in Section 7.2.

            "TAXABLE YEAR" means the Company's taxable year ending August 31 (or
      part thereof, in the case of the Company's final taxable year), or such
      other year as is determined by the Members in compliance with Section 706
      of the Code.

            "TREASURY REGULATIONS" means the Treasury Regulations promulgated
under the Code, as amended from time to time, including the corresponding
provisions of any successor regulations.

Other terms defined in this Agreement have the meanings so given to them.

      1.2 CONSTRUCTION. Whenever the context requires, the gender of all words
used in this Agreement includes the masculine, feminine and neuter. All
references to Articles and Sections refer to articles and sections of this
Agreement, and all references to Schedules are to Schedules attached hereto,
each of which is made a part hereof for all purposes.

                                   ARTICLE II
                                  ORGANIZATION

      2.1 FORMATION. The Company has been organized as a Delaware limited
liability company by the filing of a Certificate of Formation (the
"Certificate") under and pursuant to the Act.

      2.2 NAME. The name of the Company is "EMS Management LLC," and all Company
business shall be conducted in that name or such other names that comply with
applicable law as the Members may select from time to time.

      2.3 REGISTERED OFFICE; REGISTERED AGENT; PRINCIPAL OFFICE; OTHER OFFICES.
The registered office of the Company required by the Act to be maintained in the
State of Delaware shall be the office of the initial registered agent named in
the Certificate or such other office (which need not be a place of business of
the Company) as the Members may designate from time to time in the manner
provided by law. The registered agent of the Company in the State of Delaware
shall be the initial registered agent named in the Certificate or such other
Person or Persons as the Members may designate from time to time in the manner
provided by law. The principal office of the Company shall be at 6200 S.
Syracuse Way, Suite 200, Greenwood Village, Colorado, 80111-4734, or at such
other place as the Members may designate from time to time, which need not be in
the State of Delaware, and the Company shall maintain records there. The Company
may have such other offices as the Members may designate from time to time.

      2.4 PURPOSES. The purposes of the Company are those set forth in the
Certificate and to engage in any other business or activity that now or
hereafter may be necessary,


                                       3

incidental, proper, advisable or convenient to accomplish the foregoing purposes
(including, without limitation, obtaining financing therefor) and that is not
prohibited by the Act or the laws of the jurisdictions in which the Company
engages in that business.

      2.5 FOREIGN QUALIFICATION. Prior to the Company's conducting business in
any jurisdiction other than Delaware, the Members shall cause the Company to
comply, to the extent procedures are available and those matters are reasonably
within the control of the Members, with all requirements necessary to qualify
the Company as a foreign limited liability company in that jurisdiction. Each
Member shall execute, acknowledge, swear to and deliver all certificates and
other instruments conforming with this Agreement that are necessary or
appropriate to qualify, continue and terminate the Company as a foreign limited
liability company in all such jurisdictions in which the Company may conduct
business.

      2.6 TERM. The term of the Company commenced on the date the Certificate
was filed with the office of the Secretary of State of Delaware and shall
continue in existence until termination and dissolution thereof as determined
under Section 10.1 of this Agreement.

      2.7 NO STATE-LAW PARTNERSHIP. The Members intend that the Company not be a
partnership (including, without limitation, a limited partnership) or joint
venture, and that no Member be a partner or joint venturer of any other Member,
for any purposes other than federal and, if applicable, state tax purposes, and
this Agreement shall not be construed to suggest otherwise. The Members intend
that the Company shall be treated as a partnership for federal and, if
applicable, state income tax purposes, and each Member and the Company shall
file all tax returns and shall otherwise take all tax and financial reporting
positions in a manner consistent with such treatment.

                                   ARTICLE III
                        MEMBERSHIP; PERCENTAGE INTERESTS

      3.1 MEMBERS.

            3.1.1 The names, residence, business or mailing addresses, Capital
Contributions and the Percentage Interests of the Members are set forth in
Schedule A, as amended from time to time in accordance with the terms of this
Agreement.

            3.1.2 No Member, as such, shall be required to lend any funds to the
Company or to make any additional contribution of capital to the Company, except
as otherwise required by applicable law or by this Agreement. Any Member may,
with the consent of the other Member, make loans to the Company, and any loan by
a Member to the Company shall not be considered to be a Capital Contribution.

            3.1.3 Each Member hereby represents and warrants to and acknowledges
with the Company that: (a) it is acquiring interests in the Company for
investment only and not with a view to, or for resale in connection with, any
distribution to the public or public offering thereof; (b) the interests in the
Company have not been registered under the securities laws of any jurisdiction
and cannot be disposed of unless they are subsequently registered and/or
qualified under applicable securities laws and the provisions of this Agreement
have been complied with; and (c) the execution, delivery and performance of this
Agreement does not require such Member to obtain any consent or approval that
has not been obtained and do not contravene or result in a default under any
provision of any law or regulation applicable to such Member or other governing
documents or any agreement or instrument to which such Member is a party or by
which such Member is bound.


                                       4

      3.2 LIABILITY OF MEMBERS.

            3.2.1 Except as otherwise required by applicable law and as
explicitly set forth in this Agreement, no Member shall have any personal
liability whatever in its capacity as a Member, whether to the Company, to any
of the Members, to the creditors of the Company or to any other third party, for
the debts, liabilities, commitments or any other obligations of the Company or
for any losses of the Company, and therefore, a Member shall be liable only to
make any payments expressly provided herein.

            3.2.2 In accordance with the Act and the laws of the State of
Delaware, a member of a limited liability company may, under certain
circumstances, be required to return amounts previously distributed to such
member. It is the intent of the Members that no distribution to any Member
pursuant to Article V hereof shall be deemed a return of money or other property
paid or distributed in violation of the Act. The payment of any such money or
distribution of any such property to a Member shall be deemed to be a compromise
within the meaning of the Act, and the Member receiving any such money or
property shall not be required to return to any Person any such money or
property. However, if any court of competent jurisdiction holds that,
notwithstanding the provisions of this Agreement, any Member is obligated to
make any such payment, such obligation shall be the obligation of such Member.

                                   ARTICLE IV
                                CAPITAL ACCOUNTS

      4.1 ESTABLISHMENT AND DETERMINATION OF CAPITAL ACCOUNTS. A capital account
("CAPITAL ACCOUNT") shall be established for each Member. The Capital Account of
each Member shall consist of its initial Capital Contribution and shall be (a)
increased by (i) any additional Capital Contributions made by such Member
pursuant to the terms of this Agreement and (ii) such Member's share of items of
Profits allocated to such Member pursuant to Article V, (b) decreased by (i)
such Member's share of items of Losses allocated to such Member pursuant to
Article V and (ii) any Distributions to such Member of cash or the fair market
value of any other property (net of liabilities assumed by such Member and
liabilities to which such property is subject) distributed to such Member and
(c) adjusted as otherwise required by the Code and the regulations thereunder,
including but not limited to, the Rules of Treasury Regulation Section
1.704-1(b)(2)(iv). Any references in this Agreement to the Capital Account of a
Member shall be deemed to refer to such Capital Account, as the same may be
increased or decreased from time to time as set forth above.

      4.2 COMPUTATION OF AMOUNTS. For purposes of computing the amount of
Profits and Losses to be reflected in Capital Accounts, the determination,
recognition and classification of each item of income, gain, loss, deduction or
expense shall be the same as its determination, recognition and classification
for federal income tax purposes; provided that:

            (i) any income that is exempt from federal income tax shall be added
      to such taxable income or losses;

            (ii) any expenditures of the Company described in Section
      705(a)(2)(B) of the Code or treated as Code Section 705(a)(2)(B)
      expenditures pursuant to Treasury Regulations Section
      1.704-1(b)(2)(iv)(i), shall be subtracted from such taxable income or
      losses;

            (iii) if the Book Value of any Company property is adjusted pursuant
      to the definition of Book Value in Section 1.1 hereof, the amount of such
      adjustment shall be taken into account as gain or loss from the
      disposition of such property;


                                       5

            (iv) if property that is reflected on the books of the Company has a
      Book Value that differs from the adjusted tax basis of such property,
      depreciation, amortization and gain or loss with respect to such property
      shall be determined by reference to such Book Value; and

            (v) the computation of all items of income, gain, loss, deduction
      and expense shall be made without regard to any election pursuant to
      Section 754 of the Code that may be made by the Company, unless the
      adjustment to basis of Company property pursuant to such election is
      reflected in Capital Accounts pursuant to Treasury Regulations Section
      1.704-1(b)(2)(iv)(m).

      4.3 NEGATIVE CAPITAL ACCOUNTS. No Member shall be required to pay to the
Company or any other Member any deficit or negative balance which may exist from
time to time in such Member's Capital Account.

      4.4 COMPANY CAPITAL. No Member shall be paid interest on any Capital
Contribution to the Company or on such Member's Capital Account, and no Member
shall have any right (i) to demand the return of such Member's Capital
Contribution or any other distribution from the Company (whether upon
resignation, withdrawal or otherwise), except upon dissolution of the Company
pursuant to Article X, or (ii) to cause a partition of the Company's assets.

                                    ARTICLE V
                          DISTRIBUTIONS; ALLOCATIONS OF
                               PROFITS AND LOSSES

      5.1 GENERALLY. Subject to the provision of Section 18-607 of the Act,
Distributions shall be made when and as agreed to by the Members in proportion
their respective Percentage Interests immediately prior to such Distribution.

      5.2 DISTRIBUTIONS IN KIND. At any time, and from time to time, the Company
may distribute to its Members property held by the Company. In any distribution
pursuant to this Section 5.2, the property so distributed shall be distributed
among the Members in the same proportions as cash equal to the fair market value
of such property (as determined by the Members) would be distributed among the
Members pursuant to Section 5.1.

      5.3 ALLOCATION OF PROFITS AND LOSSES. For each Fiscal Year of the Company,
after adjusting each Member's Capital Account for all Capital Contributions and
distributions during such Fiscal Year and all special allocations pursuant to
Section 5.4 with respect to such Fiscal Year, all Profits and Losses (other than
Profits and Losses specially allocated pursuant to Section 5.4) shall be
allocated to the Members' Capital Accounts in proportion to their respective
Percentage Interests at such time.

      5.4 SPECIAL ALLOCATIONS. Notwithstanding the provisions of Section 5.3:


            (a) Nonrecourse Deductions shall be allocated to the Members, pro
      rata in proportion to the Percentage Interests held by each such Member.
      If there is a net decrease in Company Minimum Gain during any Taxable
      Year, each Member shall be specially allocated items of taxable income or
      gain for such Taxable Year (and, if necessary, subsequent Taxable Years)
      in an amount equal to such Member's share of the net decrease in Company
      Minimum Gain, determined in accordance with Treasury Regulations Section
      1.704-2(g). The items to be so allocated shall be determined in accordance
      with Treasury Regulation Section 1.704-2(f)(6). This paragraph is intended
      to comply with the minimum gain chargeback requirement in Treasury
      Regulations Section 1.704-2(f) and shall be interpreted consistently
      therewith.


                                       6

            (b) Member Nonrecourse Deductions shall be allocated in the manner
      required by Treasury Regulations Section 1.704-2(i). Except as otherwise
      provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net
      decrease in Member Minimum Gain during any Taxable Year, each Member that
      has a share of such Member Minimum Gain shall be specially allocated items
      of taxable income or gain for such Taxable Year (and, if necessary,
      subsequent Taxable Years) in an amount equal to that Member's share of the
      net decrease in Member Minimum Gain. Items to be allocated pursuant to
      this paragraph shall be determined in accordance with Treasury Regulations
      Sections 1.704-2(i)(4) and 1.704-2(j)(2). This paragraph is intended to
      comply with the minimum gain chargeback requirements in Treasury
      Regulations Section 1.704-2(i)(4) and shall be interpreted consistently
      therewith.

            (c) If any Member unexpectedly receives any adjustments, allocations
      or Distributions described in Treasury Regulations Section
      1.704-l(b)(2)(ii)(d)(4), (5) or (6), items of taxable income and gain
      shall be specially allocated to such Member in an amount and manner
      sufficient to eliminate the adjusted capital account deficit (determined
      according to Treasury Regulations Section 1.704-1 (b)(2)(ii)(d)) created
      by such adjustments, allocations or Distributions as quickly as possible.
      This paragraph is intended to comply with the qualified income offset
      requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall
      be interpreted consistently therewith.

            (d) The allocations set forth in paragraphs (i), (ii) and (iii)
      above (the "REGULATORY ALLOCATIONS") are intended to comply with certain
      requirements of the Treasury Regulations under Code Section 704.
      Notwithstanding any other provisions of this Article V (other than the
      Regulatory Allocations), the Regulatory Allocations shall be taken into
      account in allocating Profits and Losses among Members so that, to the
      extent possible, the net amount of such allocations of Profits and Losses
      and other items and the Regulatory Allocations (including Regulatory
      Allocations that, although not yet made, are expected to be made in the
      future) to each Member shall be equal to the net amount that would have
      been allocated to such Member if the Regulatory Allocations had not
      occurred.

      5.5 AMOUNTS WITHHELD. All amounts withheld pursuant to Section 11.10 from
any Distribution to a Member shall be treated as amounts distributed to such
Member pursuant to this Article V for all purposes under this Agreement.


      5.6 TAX ALLOCATIONS: CODE SECTION 704(C).

            5.6.1 The income, gains, losses, deductions and expenses of the
Company shall be allocated, for federal, state and local income tax purposes,
among the Members in accordance with the allocation of corresponding items of
income, gains, losses, deductions and expenses among the Members for computing
their Capital Accounts, except that if any such allocation is not permitted by
the Code or other applicable law, the Company's subsequent income, gains,
losses, deductions and expenses shall be allocated among the Members so as to
reflect as nearly as possible the allocation set forth herein in computing their
Capital Accounts.

            5.6.2 In accordance with Code Section 704(c) and the Treasury
Regulations thereunder, income, gain, loss, deduction and expense with respect
to any property contributed to the capital of the Company shall, solely for tax
purposes, be allocated among the Members so as to take account of any variation
between the adjusted basis of such property to the Company for federal income
tax purposes and its fair market value at the time of contribution.

            5.6.3 If the Book Value of any Company asset is adjusted pursuant to
the


                                       7

definition of "Book Value" set forth in Section 1.1, subsequent allocations of
items of taxable income, gain, loss, deduction and expense with respect to such
asset shall take account of any variation between the adjusted basis of such
asset for federal income tax purposes and its Book Value in the same manner as
under Code Section 704(c).

            5.6.4 Any elections or other decisions relating to such allocations
shall be made by the Members in any manner that reasonably reflects the purpose
and intent of this Agreement. Allocations pursuant to this Section 5.6 are
solely for purposes of federal, state and local taxes and shall not affect, or
in any way be taken into account in computing, any Member's Capital Account or
share of profits, losses, other items or distributions pursuant to any
provisions of this Agreement.

                                   ARTICLE VI
                                   MANAGEMENT

      6.1 MANAGEMENT BY THE MEMBERS. Except as otherwise expressly provided
herein, or as required by any non-waivable provision of applicable law, the
business and affairs of the Company shall be managed by the consent of the
Members.

      6.2 DELEGATION OF AUTHORITY AND DUTIES.


            6.2.1 In managing the business and affairs of the Company and
exercising their powers, the Members may, from time to time, delegate to one or
more Persons (including any employee or officer of the Company) such authority
and duties as the Members may deem advisable. In addition, the Members may
assign titles (including, without limitation, chairman, chief executive officer,
president, vice president, secretary, assistant secretary, treasurer and
assistant treasurer) to any such persons and delegate to such individuals
certain authority and duties. Any number of titles may be held by the same
individual. Any delegation pursuant to this Section 6.2.1 may be revoked at any
time by the Members.

            6.2.2 Any Person dealing with the Company, other than a Member, may
rely on the authority of any officer in taking any action in the name of the
Company without inquiry into the provisions of this Agreement or compliance
herewith, regardless of whether that action actually is taken in accordance with
the provisions of this Agreement.

                                   ARTICLE VII
                                      TAXES

      7.1 TAX RETURNS. The Company shall cause to be prepared and filed all
necessary federal, state and local income tax returns for the Company, including
making any elections the Members may deem appropriate and in their best
interests.

      7.2 TAX MATTERS MEMBER. Unless and until the Members shall otherwise
unanimously agree, AMR HoldCo, Inc. shall be the "tax matters partner" of the
Company pursuant to Section 6231(a)(7) of the Code (the "TAX MATTERS MEMBER").

            (a) The Tax Matters Member is authorized to represent the Company
      before the Internal Revenue Service and any other governmental agency with
      jurisdiction, and to sign such consents and to enter into settlements and
      other agreements with such agencies as the Members deems necessary or
      advisable.

            (b) Promptly following the written request of the Tax Matters
      Member, the Company shall, to the fullest extent permitted by law,
      reimburse and indemnify the Tax


                                       8

      Matters Member for all reasonable expenses, including reasonable legal and
      accounting fees, claims, liabilities, losses and damages incurred by the
      Tax Matters Member in connection with any administrative or judicial
      proceeding (a) with respect to the tax liability of the Company and/or (b)
      with respect to the tax liability of the Members in connection with the
      operations of the Company.

            (c) The provisions of this Section 7.2 shall survive the dissolution
      or termination of the Company or the termination of any Member's interest
      in the Company and shall remain binding on the Members for as long a
      period of time as is necessary to resolve with the Internal Revenue
      Service any and all matters regarding the federal income taxation of the
      Company or the Members.

      7.3 TAX ELECTIONS. The Company shall, in its discretion, make or revoke
any elections under the Code or the Treasury Regulations issued thereunder
(either now or in the future).

                                  ARTICLE VIII
                             BOOKS AND COMPANY FUNDS

      8.1 MAINTENANCE OF BOOKS. The Company shall keep books and records of
account and shall keep reasonable records of the significant actions of its
Members.

      8.2 COMPANY FUNDS. The Company may not commingle the Company's funds with
the funds of any Member.

                                   ARTICLE IX
                                   TRANSFERS

      9.1 ASSIGNMENT BY MEMBERS. No Member shall sell, assign, transfer or
Dispose of, or offer to sell, assign or transfer or otherwise Dispose of, all or
any part of such Member's interest in the Company (whether voluntarily or
involuntarily) without the consent of the other Member, which consent may be
withheld in the sole discretion of such other Member.

      9.2 VOID ASSIGNMENT. Any sale, exchange or other transfer by any Member of
any interests in the Company in contravention of this Agreement shall be void
and ineffectual and shall not bind or be recognized by the Company or any other
party. No purported assignee shall have any right to any profits, losses or
distributions of the Company.

                                    ARTICLE X
                    DISSOLUTION, LIQUIDATION AND TERMINATION

      10.1 DISSOLUTION. The Company shall be dissolved and its affairs shall be
wound up on the first to occur of the following:

            (a)   the unanimous vote of the Members, and

            (b)   the entry of a decree of judicial dissolution of the Company
                  under Section 18-802 of the Act.

In the event of the expulsion, bankruptcy or dissolution of a Member, or the
occurrence of any other event that terminates the continued membership of a
Member in the Company, the remaining Member shall have the right to cause a
dissolution of the Company.


                                       9

      10.2 LIQUIDATION AND TERMINATION.

            10.2.1 In the event of the dissolution of the Company for any
reason, the Members shall act as liquidators or may appoint one or more Persons
as liquidators. The liquidators shall proceed promptly to wind up the affairs of
the Company. The liquidators shall have full right and unlimited discretion to
determine the time, manner, and terms of any sale or sales of Company property
pursuant to such winding up having due regard to the activity and condition of
the relevant market and general financial and economic conditions, and having
due regard for liquidators' fiduciary obligations to the Company and the
Members.

            10.2.2 The proceeds received in connection with any liquidation of
the assets of the Company and any other assets of the Company shall be applied
in the following order of priority:


            (a) first, in payment of all debts and liabilities of and all claims
      against the Company, including expenses of winding up;

            (b) then, to the setting of such reserves as the liquidators may
      deem reasonably necessary for any contingent or unforeseen liabilities or
      obligations of the Company;

            (c) then, the balance to the Members in accordance with their
      positive Capital Account balances.

            10.2.3 Distributions pursuant to Section 10.2.2 may be made in cash
or property or both, in the discretion of the liquidators; provided, however,
that any distributions of property made pursuant hereto shall be made pro rata
(based on the fair market value of such property) among the Members in
accordance with their respective positive Capital Account balances. In the event
of any distribution of property in kind hereunder, the Company shall treat such
property as having been sold at its fair market value, shall allocate the gain
or loss recognized as a result of such deemed sale in accordance with Section
5.3 hereof, and shall take such allocations into account in determining Capital
Account balances for purposes of Section 10.2.2.

      10.3 DEFICIT CAPITAL ACCOUNTS. Notwithstanding anything to the contrary
contained in this Agreement, and notwithstanding any custom or rule of law to
the contrary, to the extent that the deficit, if any, in the Capital Account of
any Member results from or is attributable to deductions and losses of the
Company (including non-cash items such as depreciation), or distributions of
money pursuant to this Agreement to all Members in proportion to their
respective interests, upon dissolution of the Company such deficit shall not be
an asset of the Company and such Members shall not be obligated to contribute
such amount to the Company to bring the balance of such Member's capital account
to zero.

      10.4 CANCELLATION OF CERTIFICATE. On completion of the distribution of
Company assets as provided herein, the Company shall be terminated, and the
liquidators (or such other Person or Persons as the Act may require or permit)
shall file a certificate of cancellation with the Secretary of State of
Delaware, cancel any other filings made pursuant to Section 2.5 and take such
other actions or execute and record any and all documents as may be necessary to
terminate the Company.

      10.5 FAIR MARKET VALUE. For purposes of this Article X, the fair market
value of any assets of the Company shall be determined by (a) the unanimous
consent of the Members or (b) an independent appraisal.

      10.6 DISTRIBUTION ON LIQUIDATION. Notwithstanding any other provision of
this


                                       10

Agreement, in the event of a liquidation, the Company shall make liquidating
distributions within the period prescribed in the Treasury Regulations under
Section 704(b) of the Code.

                                   ARTICLE XI
                               GENERAL PROVISIONS

      11.1 OFFSET. Whenever the Company is to pay any sum to any Member, any
amounts that Member owes to the Company may be deducted from that sum before
payment.

      11.2 NOTICES. Except as expressly set forth to the contrary in this
Agreement, all notices, requests or consents provided for or permitted to be
given under this Agreement must be in writing and must be given either by
depositing that writing in the United States mail, addressed to the recipient,
postage paid, and registered or certified with return receipt requested or by
delivering that writing to the recipient in person, by courier, or by facsimile
transmission; and a notice, request or consent given under this Agreement is
effective on receipt by the Person to receive it. All notices, requests and
consents to be sent to a Member must be sent to or made at the address given for
that Member on Schedule A, or such other address as that Member may specify by
notice to the other Members. Whenever any notice is required to be given by law,
the Certificate or this Agreement, a written waiver thereof, signed by the
Person entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to the giving of such notice.

      11.3 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of
the Members and their affiliates relating to the Company and supersedes all
prior contracts or agreements with respect to the Company, whether oral or
written.

      11.4 EFFECT OF WAIVER OR CONSENT. A waiver or consent, express or implied,
to or of any breach or default by any Person in the performance by that Person
of its obligations with respect to the Company is not a consent or waiver to or
of any other breach or default in the performance by that Person of the same or
any other obligations of that Person with respect to the Company. Failure on the
part of a Person to complain of any act of any Person or to declare any Person
in default with respect to the Company, irrespective of how long that failure
continues, does not constitute a waiver by that Person of its rights with
respect to that default until the applicable statute-of-limitations period has
run.

      11.5 AMENDMENT OR MODIFICATION. This Agreement may be amended or modified
from time to time only by a written instrument executed and agreed to by the
Members.

      11.6 BINDING EFFECT. Subject to the restrictions on Dispositions set forth
in this Agreement, this Agreement is binding on and inure to the benefit of the
Members and their respective heirs, legal representatives, successors and
assigns.

      11.7 GOVERNING LAW; SEVERABILITY. THIS AGREEMENT IS GOVERNED BY AND SHALL
BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE, EXCLUDING ANY
CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE
CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event
of a direct conflict between the provisions of this Agreement and any provision
of the Certificate or any mandatory provision of the Act, the applicable
provision of the Certificate or the Act shall control. If any provision of this
Agreement or the application thereof to any Person or circumstance is held
invalid or unenforceable to any extent, the remainder of this Agreement and the
application of that provision to other Persons or circumstances is not affected
thereby and that provision shall be enforced to the greatest extent permitted by
law.


                                       11

      11.8 FURTHER ASSURANCES. In connection with this Agreement and the
transactions contemplated hereby, each Member shall execute and deliver any
additional documents and instruments and perform any additional acts that may be
necessary or appropriate to effectuate and perform the provisions of this
Agreement and those transactions.

      11.9 WAIVER OF CERTAIN RIGHTS. Each Member irrevocably waives any right it
may have to maintain any action for dissolution of the Company or for partition
of the property of the Company or for any rights to information from the Company
provided under Section 18-305 of the ACT.

      11.10 INDEMNIFICATION AND REIMBURSEMENT FOR PAYMENTS ON BEHALF OF A
MEMBER. If the Company is obligated to pay any amount to a governmental agency
(or otherwise makes a payment) because of a Member's status or otherwise
specifically attributable to a Member (including, without limitation, federal
withholding taxes with respect to foreign Persons, state personal property
taxes, state unincorporated business taxes, etc.), then such Member (the
"INDEMNIFYING MEMBER") shall indemnify the Company in full for the entire amount
paid (including, without limitation, any interest, penalties and expenses
associated with such payments). The amount to be indemnified shall be charged
against the Capital Account of the Indemnifying Member, and, either:

            (a) promptly upon notification of an obligation to indemnify the
      Company, the Indemnifying Member shall make a cash payment to the Company
      equal to the full amount to be indemnified (and the amount paid shall be
      added to the Indemnifying Member's Capital Account but shall not be
      treated as a Capital Contribution), or

            (b) the Company shall reduce distributions which would otherwise be
      made to the Indemnifying Member, until the Company has recovered the
      amount to be indemnified (and the amount withheld shall not be treated as
      a Capital Contribution).

      11.11 NOTICE TO MEMBERS OF PROVISIONS. By executing this Agreement, each
Member acknowledges that it has actual notice of (i) all of the provisions
hereof and (ii) all of the provisions of the Certificate. 1.2

      11.12 COUNTERPARTS. This Agreement may be executed in multiple
counterparts with the same effect as if all signing parties had signed the same
document. All counterparts shall be construed together and constitute the same
instrument.


                            [Signature Page Follows]


                                       12

      IN WITNESS WHEREOF, the Members have executed this Agreement as of the
date first set forth above.

                                                  MEMBERS:

                                                  AMR HOLDCO, INC.

                                                  By:   /s/ Robert M. Le Blanc
                                                       -----------------------
                                                  Name:  Robert M. Le Blanc
                                                  Title:     President

                                                  EMCARE HOLDCO, INC.

                                                  By:  /s/ Robert M. Le Blanc
                                                       ----------------------
                                                  Name:  Robert M. Le Blanc
                                                  Title:     President




                     [Signature Page to Operating Agreement]


                                       13

                                                                      SCHEDULE A



                                    Capital
            Members               Contribution               Percentage Interest
                                                       
AMR HoldCo, Inc.                    $100.00                          50%
6200 S. Syracuse Way
Suite 200
Greenwood Village, Colorado
80111-4737

EmCare Holdco, Inc.                 $100.00                          50%
6200 S. Syracuse Way
Suite 200
Greenwood Village, Colorado
80111-4737



                                       14

EX-4.11

                                                                    Exhibit 4.11


                              NOTATION OF GUARANTEE


         For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of February 10, 2005 (the "Indenture")
among AMR HoldCo, Inc., EmCare HoldCo, Inc., (together, the "Issuers"), the
Guarantors party thereto and U.S. Bank Trust National Association, as trustee
(the "Trustee"), (a) the due and punctual payment of the principal of, premium,
if any, and interest on the Notes (as defined in the Indenture), whether at
maturity, by acceleration, redemption or otherwise, the due and punctual payment
of interest on overdue principal and premium, and, to the extent permitted by
law, interest, and the due and punctual performance of all other obligations of
the Issuers to the Holders or the Trustee all in accordance with the terms of
the Indenture and (b) in case of any extension of time of payment or renewal of
any Notes or any of such other obligations, that the same will be promptly paid
in full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise. The
obligations of the Guarantors to the Holders of Notes and to the Trustee
pursuant to the Guarantee and the Indenture are expressly set forth in Article
11 of the Indenture and reference is hereby made to the Indenture for the
precise terms of the Guarantee. Each Holder of a Note, by accepting the same,
(a) agrees to and shall be bound by such provisions, (b) authorizes and directs
the Trustee, on behalf of such Holder, to take such action as may be necessary
or appropriate to effectuate the subordination as provided in the Indenture and
(c) appoints the Trustee attorney-in-fact of such Holder for such purpose.

                            [Signature pages follow]

                IN WITNESS WHEREOF, each Guarantor has caused its Notation of
Guarantee to be executed.

Date:  February 10, 2005

                              EMERGENCY MEDICAL SERVICES L.P.

                                By:  Emergency Medical Services Corporation, its
                                general partner

                                By:      /s/ William A. Sanger
                                   ---------------------------------------------
                                Name:    William A. Sanger
                                Title:   Chairman and Chief Executive Officer



                              AMERICAN MEDICAL RESPONSE, INC.
                              HANK'S ACQUISITION CORP.
                              FOUNTAIN AMBULANCE SERVICE, INC.
                              MEDLIFE EMERGENCY MEDICAL SERVICE, INC.
                              AMERICAN MEDICAL RESPONSE NORTHWEST, INC.
                              AMERICAN MEDICAL RESPONSE WEST
                              METROPOLITAN AMBULANCE SERVICE
                              AMERICAN MEDICAL RESPONSE OF INLAND EMPIRE
                              DESERT VALLEY MEDICAL TRANSPORT, INC.
                              SPRINGS AMBULANCE SERVICE, INC.
                              AMERICAN MEDICAL RESPONSE OF COLORADO, INC.
                              INTERNATIONAL LIFE SUPPORT, INC.
                              MEDEVAC MIDAMERICA, INC.
                              MEDEVAC MEDICAL RESPONSE, INC.
                              AMERICAN MEDICAL RESPONSE OF OKLAHOMA, INC.
                              AMERICAN MEDICAL RESPONSE OF TEXAS, INC.
                              KUTZ AMBULANCE SERVICE, INC.
                              AMERICAN MEDICAL RESPONSE HOLDINGS, INC.
                              AMERICAN MEDICAL RESPONSE MANAGEMENT, INC.
                              A1 LEASING, INC.
                              FLORIDA EMERGENCY PARTNERS, INC.
                              MOBILE MEDIC AMBULANCE SERVICE, INC.
                              METRO AMBULANCE SERVICE, INC.
                              METRO AMBULANCE SERVICE (RURAL), INC.
                              MEDIC ONE AMBULANCE SERVICES, INC.
                              AMERICAN MEDICAL RESPONSE OF SOUTH
                                CAROLINA, INC.
                              AMERICAN MEDICAL RESPONSE OF NORTH
                                CAROLINA, INC.
                              AMERICAN MEDICAL RESPONSE OF GEORGIA, INC.
                              TROUP COUNTY EMERGENCY MEDICAL SERVICES,
                                INC.
                              RANDLE EASTERN AMBULANCE SERVICE, INC.
                              MEDI-CAR SYSTEMS, INC.

                              MEDI-CAR AMBULANCE SERVICE, INC.
                              AMERICAN MEDICAL RESPONSE OF TENNESSEE, INC.
                              PHYSICIANS & SURGEONS AMBULANCE SERVICE,
                                INC.
                              AMERICAN MEDICAL RESPONSE OF ILLINOIS, INC.
                              MIDWEST AMBULANCE MANAGEMENT COMPANY
                              PARAMED, INC.
                              MERCY AMBULANCE OF EVANSVILLE, INC.
                              TIDEWATER AMBULANCE SERVICE, INC.
                              AMERICAN MEDICAL RESPONSE OF CONNECTICUT,
                                INCORPORATED
                              AMERICAN MEDICAL RESPONSE OF
                                MASSACHUSETTS, INC.
                              AMERICAN MEDICAL RESPONSE MID-ATLANTIC, INC.
                              AMBULANCE ACQUISITION, INC.
                              METRO AMBULANCE SERVICES, INC.
                              BROWARD AMBULANCE, INC.
                              ATLANTIC AMBULANCE SERVICES ACQUISITION, INC.
                              ATLANTIC/KEY WEST AMBULANCE, INC.
                              ATLANTIC/PALM BEACH AMBULANCE, INC.
                              SEMINOLE COUNTY AMBULANCE, INC.
                              LIFEFLEET SOUTHEAST, INC.
                              AMERICAN MEDICAL PATHWAYS, INC.
                              ADAM TRANSPORTATION SERVICE, INC.
                              ASSOCIATED AMBULANCE SERVICE, INC.
                              PARK AMBULANCE SERVICE INC.
                              FIVE COUNTIES AMBULANCE SERVICE, INC.
                              SUNRISE HANDICAP TRANSPORT CORP.
                              STAT HEALTHCARE, INC.
                              LAIDLAW MEDICAL TRANSPORTATION, INC.
                              MERCY, INC.
                              AMERICAN INVESTMENT ENTERPRISES, INC.
                              LIFECARE AMBULANCE SERVICE, INC.
                              TEK, INC.
                              MERCY LIFE CARE
                              HEMET VALLEY AMBULANCE SERVICE, INC.
                              AMERICAN MEDICAL RESPONSE OF SOUTHERN
                                CALIFORNIA
                              MEDIC ONE OF COBB, INC.
                              PUCKETT AMBULANCE SERVICE, INC.

                              AMERICAN MEDICAL RESPONSE DELAWARE VALLEY,
                                LLC
                              By:  American Medical Response Mid-Atlantic, Inc.,
                                its sole member

                              REGIONAL EMERGENCY SERVICES, LP
                              By:  Florida Emergency Partners, Inc., its general
                                partner

                              PROVIDACARE, L.L.C.
                              By:  American Medical Pathways, Inc., its sole
                                member


                              By:/s/ Randel G. Owen
                                 -----------------------------------------------
                                 Name:  Randel G. Owen
                                 Title: Vice President

                              EMCARE HOLDINGS INC.
                              EMCARE, INC.
                              EMCARE OF ALABAMA, INC.
                              EMCARE CONTRACT OF ARKANSAS, INC.
                              EMCARE OF ARIZONA, INC.
                              EMCARE OF CALIFORNIA, INC.
                              EMCARE OF COLORADO, INC.
                              EMCARE OF CONNECTICUT, INC.
                              EMCARE OF FLORIDA, INC.
                              EMCARE OF GEORGIA, INC.
                              EMCARE OF HAWAII, INC.
                              EMCARE OF INDIANA, INC.
                              EMCARE OF IOWA, INC.
                              EMCARE OF KENTUCKY, INC.
                              EMCARE OF LOUISIANA, INC.
                              EMCARE OF MAINE, INC.
                              EMCARE OF MICHIGAN, INC.
                              EMCARE OF MINNESOTA, INC.
                              EMCARE OF MISSISSIPPI, INC.
                              EMCARE OF MISSOURI, INC.
                              EMCARE OF NEVADA, INC.
                              EMCARE OF NEW HAMPSHIRE, INC.
                              EMCARE OF NEW JERSEY, INC.
                              EMCARE OF NEW MEXICO, INC.
                              EMCARE OF NEW YORK, INC.
                              EMCARE OF NORTH CAROLINA, INC.
                              EMCARE OF NORTH DAKOTA, INC.
                              EMCARE OF OHIO, INC.
                              EMCARE OF OKLAHOMA, INC.
                              EMCARE OF OREGON, INC.
                              EMCARE OF PENNSYLVANIA, INC.
                              EMCARE OF RHODE ISLAND, INC.
                              EMCARE OF SOUTH CAROLINA, INC.
                              EMCARE OF TENNESSEE, INC.

                              EMCARE OF TEXAS, INC.
                              EMCARE OF VERMONT, INC.
                              EMCARE OF VIRGINIA, INC.
                              EMCARE OF WASHINGTON, INC.
                              EMCARE OF WEST VIRGINIA, INC.
                              EMCARE OF WISCONSIN, INC.
                              EMCARE PHYSICIAN PROVIDERS, INC.
                              EMCARE PHYSICIAN SERVICES, INC.
                              EMCARE SERVICES OF ILLINOIS, INC.
                              EMCARE SERVICES OF MASSACHUSETTS, INC.
                              EMCARE ANESTHESIA SERVICES, INC.
                              ECEP, INC.
                              COORDINATED HEALTH SERVICES, INC.
                              EM-CODE REIMBURSEMENT SOLUTIONS, INC.
                              EMERGENCY MEDICINE EDUCATION SYSTEMS, INC.
                              EMERGENCY SPECIALISTS OF ARKANSAS, INC. II
                              FIRST MEDICAL/EMCARE, INC.
                              HEALTHCARE ADMINISTRATIVE SERVICES, INC.
                              OLD STAT, INC.
                              REIMBURSEMENT TECHNOLOGIES, INC.
                              STAT PHYSICIANS, INC.
                              THE GOULD GROUP, INC.
                              TIFTON MANAGEMENT SERVICES, INC.
                              TUCKER EMERGENCY SERVICES, INC.
                              HELIX PHYSICIANS MANAGEMENT, INC.
                              NORMAN BRUCE JETTON, INC.
                              PACIFIC EMERGENCY SPECIALISTS MANAGEMENT,
                                INC.
                              AMERICAN EMERGENCY PHYSICIANS MANAGEMENT,
                                INC.
                              PHYSICIAN ACCOUNT MANAGEMENT, INC.
                              PROVIDER ACCOUNT MANAGEMENT, INC.
                              CHARLES T. MITCHELL, INC.

                              EMCARE OF MARYLAND LLC
                              By:  EmCare Holdings Inc. and EmCare, Inc., its
                                members

                              EMS MANAGEMENT LLC
                              By:  AMR HoldCo, Inc. and EmCare HoldCo, Inc., its
                                members


                              By:        /s/ William A. Sanger
                                 -----------------------------------------------
                                 Name:  William A. Sanger
                                 Title: Chief Executive Officer

                              AMR BROCKTON, L.L.C.
                              By:  American Medical Response of Massachusetts,
                                Inc., its sole member


                              By:/s/ Randel G. Owen
                                 -----------------------------------------------
                                 Name:  Randel G. Owen
                                 Title: Vice President

EX-23.1

                                                                    Exhibit 23.1




           CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          ----------------------------------------------------------

We hereby consent to the use in this Registration Statement on Form S 4 of our
reports dated August 1, 2005 and January 14, 2005, except as to the restatement
described in Note 1, as to which the date is August 1, 2005 and the guarantor
information described in Note 17, as to which the date is October 7, 2005
relating to the combined financial statements of American Medical Response,
Inc. and its subsidiaries and EmCare Holdings, Inc. and its subsidiaries, which
appear in such Registration Statement.  We also consent to the references to us
under the headings "Experts" in such Registration Statement.



PricewaterhouseCoopers LLP
Denver, Colorado
October 7, 2005

EX-25.1

                                                                    Exhibit 25.1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           --------------------------

                                    FORM T-1

                         STATEMENT OF ELIGIBILITY UNDER
                      THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE
               Check if an Application to Determine Eligibility of
                   a Trustee Pursuant to Section 305(b)(2)___

                            -------------------------

                      U.S. BANK TRUST NATIONAL ASSOCIATION
               (Exact name of Trustee as specified in its charter)

                                   41-1973763
                       I.R.S. Employer Identification No.


            300 EAST DELAWARE AVENUE, 8TH FLOOR
            WILMINGTON, DELAWARE                          19809
        (Address of principal executive offices)        (Zip Code)


                                 James Vellanti
                      U.S. Bank Trust National Association
                           100 Wall Street, Suite 1600
                               New York, NY 10005
                            Telephone (212) 361-2506
            (Name, address and telephone number of agent for service)

                                AMR HOLDCO, INC.
                               EMCARE HOLDCO, INC.
               (Exact name of obligor as specified in its charter)

        DELAWARE                                       20-2076468
        DELAWARE                                       20-2076495
        (State or other jurisdiction of                (I. R. S. Employer
        incorporation or organization)                 Identification No.)

        6200 S. SYRACUSE WAY                           80111
        GREENWOOD VILLAGE, COLORADO
        (Address of principal executive offices)       (Zip Code)

                          ----------------------------

                     10% SENIOR SUBORDINATED NOTES DUE 2015

ITEM 1.  GENERAL INFORMATION. Furnish the following information as to the
         Trustee.

         a)   Name and address of each examining or supervising authority to
              which it is subject.
                  Comptroller of the Currency
                  Washington, D.C.

         b)   Whether it is authorized to exercise corporate trust powers.
                  Yes

ITEM 2.  AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the
         Trustee, describe each such affiliation.
                  None

                       USE ONE OF FOLLOWING RESPONSES ONLY

ITEMS 3-15    Not applicable because, to the best of Trustee's knowledge, the
              Trustee is not a trustee under any other indenture under which any
              other securities or certificates of interest or participation in
              any other securities of the obligor are outstanding and there is
              not, nor has there been, a default with respect to securities
              issued under this indenture.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this
         statement of eligibility and qualification.

         1.   A copy of the Articles of Association of the Trustee now in
              effect, incorporated herein by reference to Exhibit 1 of Form T-1,
              Document 6 of Registration No. 333-84320.

         2.   A copy of the certificate of authority of the Trustee to commence
              business, incorporated herein by reference to Exhibit 2 of Form
              T-1, Document 6 of Registration No. 333-84320.

         3.   A copy of the certificate of authority of the Trustee to exercise
              corporate trust powers, incorporated herein by reference to
              Exhibit 3 of Form T-1, Document 6 of Registration No. 333-84320.

         4.   A copy of the existing bylaws of the Trustee, as now in effect,
              incorporated herein by reference to Exhibit 4 of Form T-1,
              Document 6 of Registration No. 333-113995.

         5.   Not applicable.

         6.   The consent of the Trustee required by Section 321(b) of the Trust
              Indenture Act of 1939, incorporated herein by reference to Exhibit
              6 of Form T-1, Document 6 of Registration No. 333-84320.

         7.   A copy of the Report of Condition of the Trustee as of June 30,
              2005, published pursuant to law or the requirements of its
              supervising or examining authority, attached as Exhibit 7.

         8.   Not applicable.

         9.   Not applicable.

                                       2

                                    SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
Trustee, U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association
organized and existing under the laws of the United States of America, has duly
caused this statement of eligibility and qualification to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of New
York, State of New York on the 30th day of September, 2005.


                                       U.S. BANK TRUST NATIONAL ASSOCIATION

                                       By:    /s/ Cheryl L. Clark
                                              ----------------------------------
                                       Name:    Cheryl L. Clark
                                       Title:   Assistant Vice President

                                       3

EXHIBIT 7

                      U.S. BANK TRUST NATIONAL ASSOCIATION
                        STATEMENT OF FINANCIAL CONDITION
                               AS OF JUNE 30, 2005

                                    ($000'S)
                                                                    
                                                                       6/30/2005
                                                                       ---------

ASSETS

  Cash and Balances Due From Depository Institutions                    $405,383
  Fixed Assets                                                               233
  Intangible Assets                                                      101,857
  Other Assets                                                            31,529
                                                                       ---------
     TOTAL ASSETS                                                       $538,971


LIABILITIES

  Other Liabilities                                                      $15,921
                                                                       ---------
  TOTAL LIABILITIES                                                      $15,921

EQUITY

  Common and Preferred Stock                                              $1,000
  Surplus                                                                505,932
  Undivided Profits                                                       16,118
                                                                       ---------
     TOTAL EQUITY CAPITAL                                               $523,050

TOTAL LIABILITIES AND EQUITY CAPITAL                                    $538,971



- --------------------------------------------------------------------------------
To the best of the undersigned's determination, as of this date the above
financial information is true and correct.

U.S. Bank Trust National Association

By:     /s/ Cheryl L. Clark
        -------------------
        Name: Cheryl L. Clark
        Title:   Assistant Vice President

Date:  September 30, 2005

EX-99.1

Exhibit 99.1

LETTER OF TRANSMITTAL

FOR

OFFER TO EXCHANGE

$250.0 MILLION

10% SENIOR SUBORDINATED NOTES DUE 2015

FOR

10% SENIOR SUBORDINATED NOTES DUE 2015

OF

AMR HOLDCO, INC.

AND

EMCARE HOLDCO, INC.

Pursuant to the Prospectus, dated                    , 2005

THE EXCHANGE OFFER (AS DEFINED HEREIN) WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                         , 2005 (THE “EXPIRATION DATE”), UNLESS THE EXCHANGE OFFER IS EXTENDED BY AMR HOLDCO, INC. AND EMCARE HOLDCO, INC. IN THEIR SOLE DISCRETION. TENDERS OF OUTSTANDING NOTES (AS DEFINED HEREIN) MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

EXCHANGE AGENT:

U.S. Bank Trust National Association

By Registered or Certified Mail

U.S. Bank Trust National Association

Corporate Trust Services

EP-MN-WS-2N

60 Livingston Avenue

St. Paul, Minnesota 55107

Attention: Specialized Finance

By Hand or Overnight Delivery

U.S. Bank Trust National Association

Corporate Trust Services

EP-MN-WS-2N

60 Livingston Avenue

St. Paul, Minnesota 55107

Attention: Specialized Finance

By Facsimile:

(Eligible Institutions Only)

U.S. Bank Trust National Association

Attention: Specialized Finance

(651) 495-8158

To Confirm Facsimile by Telephone or for Information Call:

(800) 934-6802

      DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

      THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

      HOLDERS (AS DEFINED HEREIN) WHO WISH TO BE ELIGIBLE TO RECEIVE EXCHANGE NOTES (AS DEFINED HEREIN) FOR THEIR OUTSTANDING NOTES PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR OUTSTANDING NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.

      By execution hereof, the undersigned acknowledges receipt of the prospectus dated                     , 2005 (as the same may be amended or supplemented from time to time, the “Prospectus”) of Emergency Medical Services L.P., a Delaware limited partnership and the holding company of AMR HoldCo, Inc., a Delaware corporation, and EmCare HoldCo, Inc., a Delaware corporation (together, the “Issuers”). The Prospectus, together with this Letter of Transmittal and the instructions hereto (this “Letter of Transmittal”), constitute the Issuers’ offer (the “Exchange Offer”) to exchange $1,000 in principal amount of their 10% Senior Subordinated Notes due 2015 (the “Exchange Notes”) for each $1,000 in principal amount of outstanding 10% Senior Subordinated Notes due 2015 (the “Outstanding Notes” and, together with the Exchange Notes, the “Notes”), of which $250.0 million aggregate principal amount was outstanding on the date of the Prospectus. The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Outstanding Notes for which they may be exchanged pursuant to the Exchange Offer, except that (1) the Exchange Notes have been registered under the Securities Act of 1933, as amended (the “Securities Act”), and, therefore, do not bear legends restricting the transfer thereof, (2) the Exchange Notes will bear a different CUSIP number that of the Outstanding Notes and (3) the holders of the Exchange Notes will not be entitled to certain rights under the registration rights agreement, including the provisions for an increase in the interest rate on the Outstanding Notes in some circumstances relating to the timing of the Exchange Offer.

      The Issuers reserve the right, at any time or from time to time, to extend the Exchange Offer in their sole discretion, in which event the term “Expiration Date” shall mean the latest time and date to which the Exchange Offer is extended. The Issuers will notify the Exchange Agent of any extension by written notice and will make a public announcement thereof, each prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date.

      This Letter of Transmittal is to be used by Holders if: (i) certificates representing Outstanding Notes along with this Letter of Transmittal are to be physically delivered to the Exchange Agent herewith by Holders prior to the Expiration Date; (ii) tender of Outstanding Notes is to be made by book-entry transfer to the Exchange Agent’s account at The Depository Trust Company (“DTC”), pursuant to the procedures set forth in the “The Exchange Offer — Book-Entry Transfer” section of the Prospectus and such book-entry transfer must be received by the Exchange Agent prior to the Expiration Date; or (iii) tender of Outstanding Notes is to be made according to the guaranteed delivery procedures set forth in the “The Exchange Offer — Guaranteed Delivery Procedures” section of the Prospectus. DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

      If delivery of the Outstanding Notes is to be made by book-entry transfer to the account maintained by the Exchange Agent at DTC as set forth in clause (ii) in the immediately preceding paragraph, this Letter of Transmittal need not be manually executed; provided, however, that tenders of Outstanding Notes must be effected by sending electronic instructions to DTC through DTC’s communication system in accordance with the procedures mandated by DTC’s Automated Tender Offer Program (“ATOP”). To tender Outstanding Notes through ATOP, the electronic instructions sent to DTC and transmitted by DTC to the Exchange Agent must reflect that the participant acknowledges its receipt of and agrees to be bound by this Letter of Transmittal.

      Unless the context requires otherwise, the term “Holder” for purposes of this Letter of Transmittal means: (i) any person in whose name Outstanding Notes are registered on the books of the Issuers or any other person who has obtained a properly completed bond power from the registered Holder; or (ii) any participant in DTC whose Outstanding Notes are held of record by DTC who desires to deliver such Outstanding Notes by book-entry transfer at DTC.

      The undersigned has completed, executed and delivered this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.

2

      HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR OUTSTANDING NOTES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY.

Ladies and Gentlemen:

      The undersigned hereby tenders to AMR HoldCo, Inc. and EmCare HoldCo, Inc. (together, the “Issuers”) the aggregate principal amount of Outstanding Notes indicated in this Letter of Transmittal, upon the terms and subject to the conditions set forth in the Prospectus, receipt of which is hereby acknowledged, and in this Letter of Transmittal. Subject to, and effective upon, the acceptance for exchange of the aggregate principal amount of the Outstanding Notes tendered herewith, the undersigned hereby sells, exchanges, assigns and transfers to, or upon the order of, the Issuers all right, title and interest in and to such Outstanding Notes that are being tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that said Exchange Agent also acts as the agent of the Issuers and as trustee under the indenture for the Outstanding Notes and the Exchange Notes), with full power of substitution (such power of attorney being an irrevocable power coupled with an interest) to:

      (a)     deliver such Outstanding Notes in registered certificated form, or transfer ownership of such Outstanding Notes through book-entry transfer at DTC, to or upon the order of the Issuers, upon receipt by the Exchange Agent, as the undersigned’s agent, of the same aggregate principal amount of Exchange Notes; and

      (b)     present such Outstanding Notes for transfer on the books of the Issuers and receive, for the account of the Issuers, all benefits and otherwise exercise, for the account of the Issuers, all right of beneficial ownership of the Outstanding Notes tendered hereby in accordance with the terms of the Exchange Offer.

      The undersigned represents and warrants that it has full power and authority to tender, sell, exchange, assign and transfer the Outstanding Notes tendered hereby and to acquire Exchange Notes issuable upon the exchange of such tendered Outstanding Notes, and that, when the same are accepted for exchange, the Issuers will acquire good, marketable and unencumbered title to the tendered Outstanding Notes, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sale agreements or other obligations to their sale or transfer, and not subject to any adverse claim. The undersigned also represents and warrants that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Issuers to be necessary or desirable to complete the sale, exchange, assignment and transfer of tendered Outstanding Notes.

      The Exchange Offer is subject to certain conditions as set forth in the Prospectus under the caption “Exchange Offer — Conditions of the Exchange Offer.” The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Issuers) as more particularly set forth in the Prospectus, the Issuers may not be required to exchange any of the Outstanding Notes tendered hereby and, in such event, the Outstanding Notes not exchanged will be returned to the undersigned at the address shown below the signature of the undersigned, or in the case of Outstanding Notes tendered by book-entry transfer into the Exchange Agent’s account at DTC, such non-exchanged Outstanding Notes will be credited to an account maintained with DTC, as promptly as practicable after the expiration or termination of the Exchange Offer.

      The undersigned also acknowledges that this Exchange Offer is being made based upon the Issuers’ understanding of an interpretation by the staff of the Securities and Exchange Commission (the “SEC”) as set forth in no-action letters issued to third parties unrelated to the Issuers, including Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991) and Shearman & Sterling (available July 2, 1993) (the “SEC No-Action Letters”), that the Exchange Notes issued in exchange for the Outstanding Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by a Holder (other than a broker-dealer who acquires such Exchange Notes directly from the Issuers for resale pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act or any such Holder that is an “affiliate” of the Issuers or of any of the guarantors under the indenture relating to the Notes within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such Holder’s business and such Holder is not engaged in, and does not intend to engage in, a distribution of such Exchange Notes and has no arrangement with any person to participate in the distribution of such Exchange Notes. The SEC has not, however, considered the Exchange Offer in the context of a no-action letter, and there can be no assurance that the staff of the SEC would make a similar determination with respect to the Exchange Offer as in the SEC No-Action Letters.

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      By tendering, the undersigned represents and warrants to the Issuers that (i) any Exchange Notes acquired pursuant to the Exchange Offer are being obtained in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is such undersigned, (ii) neither the undersigned Holder of Outstanding Notes nor any such other person has an arrangement or understanding with any person to participate in the distribution of such Exchange Notes and no such person will have any such arrangement or understanding at the time of consummation of the Exchange Offer and (iii) neither the Holder nor any such other person is an “affiliate” of the Issuers or of any of the guarantors of the Notes within the meaning of Rule 405 under the Securities Act, or, if such Holder or such other person is an “affiliate,” it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable. The undersigned agrees to all of the terms of the Exchange Offer as described in the Prospectus and herein.

      If the undersigned is not a broker-dealer, it hereby represents and warrants to the Issuers that it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes; provided, however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. The Issuers have agreed to use all commercially reasonable efforts to keep the registration statement of which the Prospectus forms a part effective for a period beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 90th day after the Exchange Offer has been completed and such time as broker-dealers are no longer required to comply with the prospectus delivery requirements in connection with offers and sales of Exchange Notes.

      The undersigned acknowledges that if the undersigned is tendering Outstanding Notes in the Exchange Offer with the intention of participating in any manner in a distribution of the Exchange Notes (i) the undersigned cannot rely on the position of the staff of the SEC set forth in the SEC No-Action Letters and in the absence of an exemption therefrom, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the Exchange Notes and such secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K under the Securities Act and (ii) failure to comply with such requirements could result in the undersigned incurring liability under the Securities Act.

      For purposes of the Exchange Offer, the Issuers shall be deemed to have accepted validly tendered Outstanding Notes when, as and if the Issuers have given oral or written notice thereof to the Exchange Agent. If any tendered Outstanding Notes are not accepted for exchange pursuant to the Exchange Offer for any reason or if Outstanding Notes are submitted for a greater principal amount than the Holder desires to exchange, such unaccepted or non-exchanged Outstanding Notes will be returned without expense to the tendering Holder thereof or, in the case of Outstanding Notes tendered by book-entry transfer into the Exchange Agent’s account at DTC, such non-exchanged Outstanding Notes will be credited to an account maintained with DTC, as promptly as practicable after the expiration or termination of the Exchange Offer.

      All authority conferred or agreed to be conferred by this Letter of Transmittal and every obligation of the undersigned hereunder shall survive the death, incapacity or dissolution of the undersigned and every obligation under this Letter of Transmittal shall be binding upon the undersigned’s heirs, executors, administrators, trustees in bankruptcy, legal representatives, personal representatives, successors and assigns.

      The undersigned understands that tenders of Outstanding Notes not withdrawn before the Expiration Date pursuant to the instructions hereto will constitute an agreement between the undersigned and the Issuers upon the terms and subject to the conditions of the Exchange Offer.

      Unless otherwise indicated under “Special Registration Instructions,” please issue Exchange Notes in exchange for the Outstanding Notes accepted for exchange and return any Outstanding Notes not tendered or not exchanged, in the name(s) of the undersigned (or in either such event in the case of Outstanding Notes tendered by DTC, by credit to the account at DTC). Similarly, unless otherwise indicated under “Special Delivery Instructions,” please send the Exchange Notes issued in exchange for the Outstanding Notes accepted for exchange and any Outstanding Notes not tendered or not exchanged (and accompanying documents as appropriate) to the undersigned at the address shown below the undersigned’s signature, unless, in either event, tender is being made through DTC. In the event that both “Special Registration Instructions” and “Special Delivery Instructions” are completed, please issue the Exchange Notes issued in exchange for the Outstanding Notes

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accepted for exchange and return any Outstanding Notes not tendered or not exchanged in the name(s) of, and send said Exchange Notes to, the person(s) so indicated. The undersigned recognizes that the Issuers have no obligation pursuant to the “Special Registration Instructions” and “Special Delivery Instructions” to transfer any Outstanding Notes from the name of the registered holder(s) thereof if the Issuers do not accept for exchange any of the Outstanding Notes so tendered.

      The instructions included with this Letter of Transmittal must be followed. Questions and requests for assistance or for additional copies of the Prospectus, this Letter of Transmittal and the accompanying Notice of Guaranteed Delivery (the “Notice of Guaranteed Delivery”) may be directed to the Exchange Agent. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

      THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF OUTSTANDING NOTES” AND SIGNING THIS LETTER OF TRANSMITTAL AND DELIVERING SUCH OUTSTANDING NOTES AND THIS LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE TENDERED THE OUTSTANDING NOTES AS SET FORTH IN SUCH BOX.

      List below the Outstanding Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers, if any, and principal amounts should be listed on a separate signed schedule affixed to this Letter of Transmittal. Tenders of Outstanding Notes will be accepted only in authorized denominations of $1,000 or integral multiples thereof.

DESCRIPTION OF OUTSTANDING NOTES
	Certificate
	Number(s)*	Aggregate Principal
Name(s) and Address(es) of Holder(s)	(Attach signed list	Amount
(Please fill in, if blank)	if necessary)	Tendered (if less than all)**
TOTAL PRINCIPAL AMOUNT OF OUTSTANDING NOTES TENDERED
* Need not be completed by Holders tendering by book-entry transfer.
** Need not be completed by Holders who wish to tender with respect to all Outstanding Notes listed. See Instruction 2.

USE OF BOOK ENTRY TRANSFER

CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE EXCHANGE AGENT’S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:

Name of Tendering Institution: 

DTC Book-Entry Account No.: 

Transaction Code No.: 

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USE OF GUARANTEED DELIVERY

      Holders who wish to tender their Outstanding Notes and (i) whose Outstanding Notes are not immediately available but are not lost, or (ii) who cannot deliver their Outstanding Notes, this Letter of Transmittal or any other required documents to the Exchange Agent prior to the Expiration Date, may effect a tender of such Outstanding Notes according to the guaranteed delivery procedures set forth in the Prospectus and in the instructions to this Letter of Transmittal and must also complete the Notice of Guaranteed Delivery.

CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name(s) of Holder(s) of Outstanding Notes: 

Window Ticket No. (if any): 

Date of Execution of Notice of Guaranteed Delivery: 

Name of Eligible Institution that Guaranteed Delivery: 

DTC Book-Entry Account No.: 

If Delivered by Book-Entry Transfer, Name of Tendering Institution: 

Transaction Code No.: 

BROKER-DEALER COPIES OF PROSPECTUS

CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name: 

Address: 

Aggregate Principal Amount of Outstanding Notes so held: 

FOR USE BY AFFILIATES

CHECK HERE IF YOU OR ANY BENEFICIAL OWNER FOR WHOM YOU ARE TENDERING OUTSTANDING NOTES IS AN AFFILIATE OF AMR HOLDCO, INC. OR EMCARE HOLDCO, INC.

Name:    

Address:    

Aggregate Principal Amount of Outstanding Notes so held:    

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PLEASE SIGN HERE

         (TO BE COMPLETED BY ALL TENDERING HOLDERS OF OUTSTANDING NOTES REGARDLESS OF WHETHER OUTSTANDING NOTES ARE BEING PHYSICALLY DELIVERED HEREWITH)

         This Letter of Transmittal must be signed by the Holder(s) of Outstanding Notes exactly as their name(s) appear(s) on certificate(s) for Outstanding Notes or, if tendered by a participant in DTC, exactly as such participant’s name appears on a security position listing as the owner of Outstanding Notes, or by person(s) authorized to become registered Holder(s) by endorsements and documents transmitted with this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below under “Capacity” and submit evidence satisfactory to AMR HoldCo, Inc. and EmCare HoldCo, Inc. of such person’s authority to so act. See Instruction 3 herein.

         If the signature appearing below is not of the registered Holder(s) of the Outstanding Notes, then the registered Holder(s) must sign a valid proxy.

X    X    Date:    Date: 

(Signature(s) of Holder(s) or Authorized Signatory)

Name(s): 

(Please Print)

Capacity: 

Address: 

(Including Zip Code)

Area Code and Telephone No.:     

Tax Identification or Social Security No(s).: 

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PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN

SIGNATURE GUARANTEE (See Instruction 3 herein)

Certain Signatures Must be Guaranteed by an Eligible Institution

(Name of Eligible Institution Guaranteeing Signatures)

(Address (Including Zip Code) and Telephone Number (Including Area Code) of Firm)

(Authorized Signature)

(Printed Name)

(Title)

Date:      ____________________________________, 2005

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SPECIAL REGISTRATION INSTRUCTIONS

(See Instructions 3 and 4 herein)

To be completed ONLY if certificates for Outstanding Notes not exchanged and/or Exchange Notes issued pursuant to the Exchange Offer are to be issued in the name of someone other than the person or persons whose signature(s) appear(s) within this Letter of Transmittal or if Outstanding Notes tendered by book-entry transfer that are not accepted for exchange are to be returned by credit to an account maintained at DTC other than the account indicated above.

Issue Exchange Notes and/or Outstanding Notes in the name of:

Name:

(Please Print)

Address:

(Please Print)

Zip Code

Taxpayer Identification or Social Security Number

(See Substitute Form W-9 herein)

Credit exchanged Outstanding Notes delivered by book-entry transfer to the DTC account set forth below:

(DTC Account Number)

Name of Account Party:

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 3 and 4 herein)

To be completed ONLY if certificates for Outstanding Notes not exchanged and/or Exchange Notes issued pursuant to the Exchange Offer are to be sent to someone other than the person or persons whose signature(s) appear(s) within this Letter of Transmittal or to such person or persons at an address different from that shown in the box entitled “Description of Outstanding Notes” within this Letter of Transmittal.

Mail Exchange Notes and/or Outstanding Notes to:

Name:

(Please Print)

Address:

(Please Print)

Zip Code

Taxpayer Identification or Social Security Number

(See Substitute Form W-9 herein)

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TO BE COMPLETED BY ALL TENDERING HOLDERS

PAYER’S NAME: U.S. BANK TRUST NATIONAL ASSOCIATION, AS EXCHANGE AGENT

Name
Business name, if different from above
Check appropriate box:	o Individual/ Sole Proprietor	o Corporation	o Partnership	o Other	o Exempt from backup withholding
Address (number, street, and apt. or suite no.)
City, State, and Zip Code

SUBSTITUTE Form W-9 Department of the Treasury Internal Revenue Service Payer’s Request for Taxpayer Identification Number (TIN)	Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW	Social Security Number OR Employer Identification Number
	Part 2 — Certification — Under Penalties of Perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me) and (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, (b) I have not been notified by the Internal Revenue Service (“IRS”) that I am subject to backup withholding as a result of failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding and (3) I am a U.S. person (including a U.S. resident alien).	Part 3 — Awaiting TIN o
	Certificate instructions — You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding, you received another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2).
	Signature	Date

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING, CURRENTLY AT THE RATE OF 28%, WITH RESPECT TO ANY PAYMENTS MADE TO HOLDERS OF EXCHANGE NOTES PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.

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CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a Taxpayer Identification Number has not been issued to me, and either (a) I have mailed or delivered an application to receive a Taxpayer Identification Number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a Taxpayer Identification Number within 60 days, all reportable payments made to me thereafter will be subject to withholding, currently at the rate of 28%, until I provide a number.

Signature    Date   

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INSTRUCTIONS

Forming Part of the Terms and Conditions of the Exchange Offer

      1. Delivery of this Letter of Transmittal and Outstanding Notes; Guaranteed Delivery Procedures. The certificates for the tendered Outstanding Notes (or a timely confirmation of the book-entry transfer of Outstanding Notes into the Exchange Agent’s account at DTC of all Outstanding Notes delivered electronically), as well as a properly completed and duly executed copy of this Letter of Transmittal or facsimile hereof and any other documents required by this Letter of Transmittal must be received by the Exchange Agent at its address set forth herein prior to 5:00 P.M., New York City time, on the Expiration Date. Outstanding notes may only be tendered in a principal amount of $1,000 and any integral multiple thereof.

      THE METHOD OF DELIVERY OF THE TENDERED OUTSTANDING NOTES, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT ARE AT THE ELECTION AND RISK OF THE HOLDER AND, EXCEPT AS OTHERWISE PROVIDED BELOW, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT THE HOLDER USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. NO LETTER OF TRANSMITTAL OR OUTSTANDING NOTES SHOULD BE SENT TO AMR HOLDCO, INC. OR EMCARE HOLDCO, INC.

      Holders who wish to tender their Outstanding Notes and whose Outstanding Notes are not immediately available, or who cannot deliver their Outstanding Notes, this Letter of Transmittal or any other documents required hereby to the Exchange Agent prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their Outstanding Notes pursuant to the guaranteed delivery procedures set forth in the Prospectus and the instructions to this Letter of Transmittal below. Pursuant to such procedures: (i) such tender must be made by or through an Eligible Institution (as defined below) and the Holder must sign a Notice of Guaranteed Delivery; (ii) on or prior to the Expiration Date, the Exchange Agent must have received from the Holder and the Eligible Institution a written or facsimile copy of a properly completed and duly executed Notice of Guaranteed Delivery setting forth the name and address of the Holder of the Outstanding Notes, the certificate number or numbers of such tendered Outstanding Notes and the principal amount of Outstanding Notes tendered, stating that the tender is being made thereby and guaranteeing that, within five business days after the date of delivery of the Notice of Guaranteed Delivery, this Letter of Transmittal together with the certificate(s) representing the Outstanding Notes (or timely confirmation of the book-entry transfer of Outstanding Notes into the Exchange Agent’s account at DTC) and any other required documents will be deposited by the Eligible Institution with the Exchange Agent; and (iii) such properly completed and executed Letter of Transmittal (or copy thereof), as well as all other documents required by this Letter of Transmittal and the certificate(s) representing all tendered Outstanding Notes in proper form for transfer (or timely confirmation of the book-entry transfer of Outstanding Notes into the Exchange Agent’s account at DTC), must be received by the Exchange Agent within five business days after the Expiration Date. Any Holder of Outstanding Notes who wishes to tender Outstanding Notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery and Letter of Transmittal prior to 5:00 P.M., New York City time, on the Expiration Date.

      All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Outstanding Notes will be determined by the Issuers in their sole discretion, which determination will be final and binding. The Issuers reserve the absolute right to reject any and all Outstanding Notes not properly tendered or any Outstanding Notes the Issuers’ acceptance of which would, in the opinion of counsel for the Issuers, be unlawful. The Issuers also reserve the right to waive any defects, irregularities or conditions of tender as to particular Outstanding Notes, but if the Issuers waive any condition of the Exchange Offer, it will waive that condition for all Holders. The Issuers’ interpretation of the terms and conditions of the Exchange Offer (including the instructions in this Letter of Transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Outstanding Notes must be cured within such time as the Issuers shall determine. Neither the Issuers, the Exchange Agent nor any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of Outstanding Notes, nor shall any of them incur any liability for failure to give such notification. Tenders of Outstanding Notes will not be deemed to have been made until such defects or irregularities have been cured or waived and will be returned by the Exchange Agent to the tendering Holders

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of Outstanding Notes, unless otherwise provided in this Letter of Transmittal, promptly following the Expiration Date unless the Exchange Offer is extended.

      2. Partial Tenders; Withdrawal Rights. Tenders of Outstanding Notes will be accepted only in the principal amount of $1,000 and integral multiples thereof. If less than all Outstanding Notes evidenced by a submitted certificate are tendered, the tendering Holder should fill in the aggregate principal amount of Outstanding Notes tendered in the third column of the box entitled “Description of Outstanding Notes.” All Outstanding Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. A reissued certificate representing the balance of nontendered Outstanding Notes will be sent to such tendering Holder, unless otherwise provided in the appropriate box on this Letter of Transmittal, promptly after the Expiration Date. ALL OF THE OUTSTANDING NOTES DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED.

      Holders may withdraw tenders of Outstanding Notes at any time prior to 5:00 P.M., New York City time, on the Expiration Date. For the withdrawal to be effective, the Exchange Agent must receive a written notice of withdrawal at its address set forth herein prior to the Expiration Date. Any such notice of withdrawal must: (i) specify the name of the person who tendered the Outstanding Notes to be withdrawn; (ii) identify the Outstanding Notes to be withdrawn, including the certificate number or numbers and principal amount of such withdrawn Outstanding Notes; (iii) be signed by the Holder in the same manner as the Outstanding signature on this Letter of Transmittal by which such Outstanding Notes were tendered or as otherwise set forth in Instruction 3, including any required signature guarantees, or be accompanied by a bond power in the name of the person withdrawing the tender, in satisfactory form as determined by the Issuers in their sole discretion, duly executed by the registered Holder, with the signature thereon guaranteed by an Eligible Institution together with the other documents required upon transfer by the indenture governing the Notes; and (iv) specify the name in which such Outstanding Notes are to be registered, if different from the person who deposited the Outstanding Notes pursuant to such documents of transfer.

      The Issuers will determine all questions as to the validity, form and eligibility, including time of receipt, of such withdrawal notices in their sole discretion. The Outstanding Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Outstanding Notes which have been tendered for exchange but which are withdrawn will be returned to their Holder without cost to such Holder promptly after withdrawal. Properly withdrawn Outstanding Notes may be retendered by following one of the procedures described in “The Exchange Offer — Procedures for Tendering Outstanding Notes” of the Prospectus at any time on or prior to the Expiration Date.

      3. Signature on this Letter of Transmittal; Bond Power and Endorsements; Guarantee of Signatures. If this Letter of Transmittal (or copy hereof) is signed by the registered Holder(s) of the Outstanding Notes tendered hereby, the signature must correspond exactly with the name(s) as written on the face of the Outstanding Notes without alteration, enlargement or any change whatsoever.

      If any tendered Outstanding Notes are owned of record by two or more joint owners, all of such owners must sign this Letter of Transmittal.

      If any tendered Outstanding Notes are registered in different names on several certificates or securities positions listings, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations.

      If this Letter of Transmittal is signed by a person other than the registered Holder(s) of Outstanding Notes listed herein, such Outstanding Notes must be endorsed or accompanied by properly completed bond powers signed by the registered Holder exactly as the name(s) of the registered Holder or Holders appears on the Outstanding Notes with the signatures on the Outstanding Notes or the bond powers guaranteed by an Eligible Institution.

      If this Letter of Transmittal or any Outstanding Notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by the Issuers, evidence satisfactory to the Issuers of their authority to so act must be submitted with this Letter of Transmittal.

      Endorsements on Outstanding Notes or signatures on bond powers required by this Instruction 3 must be guaranteed by an Eligible Institution.

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      Signatures on this Letter of Transmittal or a notice of withdrawal, as the case may be, must be guaranteed by an eligible guarantor institution that is a member of or participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (an “Eligible Institution”), unless the Outstanding Notes tendered pursuant hereto are tendered (i) by a registered Holder (including any participant in DTC whose name appears on a security position listing as the owner of Outstanding Notes) who has not completed the box set forth herein entitled “Special Registration Instructions” or “Special Delivery Instructions” or (ii) for the account of an Eligible Institution. If signatures on this Letter of Transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, the guarantee must be by an Eligible Institution.

      4. Special Issuance and Delivery Instructions. Tendering Holders should include, in the applicable spaces, the name and address to which Exchange Notes or substitute Outstanding Notes for any principal amount not tendered or not accepted for exchange are to be issued or sent, if different from the name and address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the taxpayer identification or social security number of the person named must also be indicated. A Holder of Outstanding Notes tendering Outstanding Notes by book-entry transfer may request that Outstanding Notes not exchanged be credited to such account maintained at DTC as such Holder may designate hereon. If no such instructions are given, such Outstanding Notes not exchanged will be returned to the name or address of the person signing this Letter of Transmittal or credited to the account listed beneath the box entitled “Description of Outstanding Notes,” as the case may be.

      5. Taxpayer Identification Number. Federal income tax law generally requires that a tendering Holder whose Outstanding Notes are accepted for exchange must provide the Issuers with such Holder’s correct taxpayer identification number (“TIN”) on Substitute Form W-9, which, in the case of a tendering Holder who is an individual, is his or her social security number. If the Issuers are not provided with the current TIN or an adequate basis for an exemption, such tendering Holder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, delivery to such tendering Holder of Exchange Notes may be subject to backup withholding, currently at the rate of 28% (subject to future adjustment), with respect to all reportable payments made after the exchange. If withholding results in an overpayment of taxes, a refund may be obtained.

      Exempt Holders of Outstanding Notes (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (the “W-9 Guidelines”) for additional instructions.

      To prevent backup withholding, each tendering Holder of Outstanding Notes must provide its correct TIN by completing the Substitute Form W-9 included herein, certifying that the TIN provided is correct (or that such Holder is awaiting a TIN) and that (i) the Holder is exempt from backup withholding, (ii) the Holder has not been notified by the Internal Revenue Service that such Holder is subject to backup withholding as a result of a failure to report all interest or dividends or (iii) the Internal Revenue Service has notified the Holder that such Holder is no longer subject to backup withholding. If the tendering Holder of Outstanding Notes is a nonresident alien or foreign entity not subject to backup withholding, such Holder must give the Issuers a completed Form W-8BEN, Certificate of Foreign Status. These forms may be obtained from the Exchange Agent. If the Outstanding Notes are in more than one name or are not in the name of the actual owner, such Holder should consult the W-9 Guidelines for instructions on applying for a TIN, check the box in Part 3 of the Substitute Form W-9 and write “applied for” in lieu of its TIN. Note: Checking such box and writing “applied for” on the form means that such Holder has already applied for a TIN or that such Holder intends to apply for one in the near future. If such Holder does not provide its TIN to the Issuers within 60 days, backup withholding will begin and continue until such Holder furnishes its TIN to the Issuers.

      6. Transfer Taxes. The Issuers will pay all transfer taxes, if any, applicable to the exchange of Outstanding Notes pursuant to the Exchange Offer. If, however, a transfer tax is imposed for any reason other than the exchange of Outstanding Notes pursuant to the Exchange Offer, then the amount of any such transfer taxes, whether imposed on the registered Holder or any other person, will be payable by the tendering Holder. If satisfactory evidence of payment of such taxes or exemption is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering Holder.

      EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR TRANSFER TAX STAMPS TO BE AFFIXED TO THE OUTSTANDING NOTES LISTED IN THIS LETTER OF TRANSMITTAL.

14

      7. Waiver of Conditions. The Issuers reserve the absolute right to amend, waive or modify, in whole or in part, any or all of the conditions to the Exchange Offer set forth in the Prospectus.

      8. Mutilated, Lost, Stolen or Destroyed Outstanding Notes. Any Holder whose Outstanding Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated herein for further instructions. The Holder will then be instructed as to the steps that must be taken to replace the certificate(s). This Letter of Transmittal and related documents cannot be processed until the Outstanding Notes have been replaced.

      9. Requests For Assistance or Additional Copies. Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number set forth herein.

      10. Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Outstanding Notes will be determined by the Issuers in their sole discretion, which determination will be final and binding. The Issuers reserve the absolute right to reject any and all Outstanding Notes not properly tendered or any Outstanding Notes The Issuers’ acceptance of which would, in the opinion of counsel for the Issuers, be unlawful. The Issuers also reserve the right to waive any defects, irregularities or conditions of tender as to particular Outstanding Notes, but if the Issuers waive any condition of the Exchange Offer, it will waive that condition for all Holders. The Issuers’ interpretation of the terms and conditions of the Exchange Offer (including the instructions in this Letter of Transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Outstanding Notes must be cured within such time as the Issuers shall determine. Neither the Issuers, the Exchange Agent nor any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of Outstanding Notes, nor shall any of them incur any liability for failure to give such notification. Tenders of Outstanding Notes will not be deemed to have been made until such defects or irregularities have been cured or waived and will be returned by the Exchange Agent to the tendering Holders of Outstanding Notes, unless otherwise provided in this Letter of Transmittal, promptly following the Expiration Date unless the Exchange Offer is extended.

      11. No Conditional Tenders. No alternative, conditional, irregular or contingent tenders will be accepted. All tendering Holders of Outstanding Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Outstanding Notes for exchange.

      12. Inadequate Space. If the space provided herein is inadequate, the aggregate principal amount of Outstanding Notes being tendered and the certificate number or numbers (if available) should be listed on a separate schedule attached hereto and separately signed by all parties required to sign this Letter of Transmittal.

      IMPORTANT: TO TENDER IN THE EXCHANGE OFFER, A HOLDER MUST COMPLETE, SIGN AND DATE THIS LETTER OF TRANSMITTAL OR A COPY HEREOF (TOGETHER WITH CERTIFICATES FOR OUTSTANDING NOTES AND ALL OTHER REQUIRED DOCUMENTS) AND HAVE THE SIGNATURES HEREON GUARANTEED IF REQUIRED BY THIS LETTER OF TRANSMITTAL, OR DELIVER A NOTICE OF GUARANTEED DELIVERY, TO THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.

15

Exchange Agent:

U.S. BANK TRUST NATIONAL ASSOCIATION

By Registered or Certified Mail

U.S. Bank Trust National Association

Corporate Trust Services

EP-MN-WS-2N

60 Livingston Avenue

St. Paul, Minnesota 55107

Attention: Specialized Finance

By Hand or Overnight Delivery

U.S. Bank Trust National Association

Corporate Trust Services

EP-MN-WS-2N

60 Livingston Avenue

St. Paul, Minnesota 55107

Attention: Specialized Finance

By Facsimile:

(Eligible Institutions Only)

U.S. Bank Trust National Association

Attention: Specialized Finance

(651) 495-8158

To Confirm Facsimile by Telephone or for Information Call:

(800) 934-6802

16

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

      Guidelines for Determining the Proper Identification Number to Give the Payor — Social Security numbers (SSN) have nine digits separated by two hyphens: i.e. 000-00-0000. Employer identification numbers (EIN) have nine digits separated by one hyphen: i.e. 00-0000000. The table below will help determine the number to give the payor.

		Give the SOCIAL
		SECURITY number
For this type of account:		of —
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee(1)
	b. So-called trust account that is not a legal or valid trust under State law	The actual owner(1)
5.	Sole proprietorship or single-member LLC	The owner(3)

For this type of account:		Give the EMPLOYER IDENTIFICATION number of —
6.	Sole proprietorship or single-member LLC	The owner(3)
7.	A valid trust, estate or pension trust	The legal entity(4)
8.	Corporate or LLC electing corporate status on Form 8832	The corporation
9.	Association, club, religious, charitable, educational or other tax-exempt organization	The organization
10.	Partnership or multi-member LLC	The partnership
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district or prison) that receives agricultural program payments	The public entity

(1)	List first and circle the name of the person whose number you furnish.
(2)	Circle the minor’s name and furnish the minor’s social security number.
(3)	Show your individual name. You may also enter your business name. You may use your SSN or EIN.
(4)	List first and circle the name of the valid trust, estate, or pension trust. (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

Note: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

17

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

(Section references are to the Internal Revenue Code)

Page 2

Name

If you are an individual, you must generally provide the name shown on your social security card. However, if you have changed your last name, for instance, due to marriage, without informing the Social Security Administration of the name change, please enter your first name, the last name shown on your social security card, and your new last name.

Obtaining a Number

If you don’t have a taxpayer identification number (“TIN”), apply for one immediately. To apply, obtain Form SS-5, Application for a Social Security Card, from your local office of the Social Security Administration, or Form SS-4, Application for Employer Identification Number, from your local Internal Revenue Service (“IRS”) office.

Payees and Payments Exempt from Backup Withholding

The following is a list of payees exempt from backup withholding and for which no information reporting is required. For interest and dividends, all listed payees are exempt except item (9). For broker transactions, payees listed in (1) through (13) and a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker are exempt. Payments subject to reordering under sections 6041 and 6041A are generally exempt from backup withholding only if made to payees described in items (1) through (7), except that a corporation that provides medical and health care services or bills and collects payments for such services is not exempt from backup withholding or information reporting.

(1)	A corporation.
(2)	An organization exempt from tax under section 501(a), or an individual retirement plan (“IRA”), or a custodial account under section 403(b)(7).
(3)	The United States or any of its agencies or instrumentalities.
(4)	A state, the District of Columbia, a possession of the United States or any of their political subdivisions or instrumentalities.
(5)	A foreign government or any of its political subdivisions, agencies or instrumentalities.
(6)	An international organization or any of its agencies or instrumentalities.

     (7) A foreign central bank of issue.

(8)	A dealer in securities or commodities required to register in the U.S. or a possession of the U.S.
(9)	A futures commission merchant registered with the Commodity Futures Trading Commission.

(10)	A real estate investment trust.
(11)	An entity registered at all times during the tax year under the Investment Company Act of 1940.
(12)	A common trust fund operated by a bank under section 584(a).
(13)	A financial institution.
(14)	A middleman known in the investment community as a nominee or listed in the most recent publication of the American Society of Corporate Secretaries, Inc., Nominee List.
(15)	A trust exempt from tax under section 664 or described in section 4947.

Payments of dividends generally not subject to backup withholding include the following:

•  Payments to nonresident aliens subject to withholding under section 1441.

•  Payments to partnerships not engaged in a trade or business in the U.S. and that have at least one nonresident partner.

•  Payments made by certain foreign organizations.

•  Payments of interest generally not subject to backup withholding include the following:

•  Payments of interest on obligations issued by individuals.

Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payor’s trade or business and you have not provided your correct TIN to the payor.

•  Payments of tax-exempt interest (including exempt-interest dividends under section 852).

•  Payments described in section 6049(b)(5) to nonresident aliens.

•  Payments on tax-free covenant bonds under section 1451.

•  Payments made by certain foreign organizations.

•  Mortgage interest paid by you.

•  Payments that are not subject to information reporting are also not subject to backup withholding. For details, see sections 6041, 6041A(a), 6042, 6044, 6045, 6049, 6050A and 6050N, and the regulations under those sections.

Privacy Act Notice.—Section 6109 requires you to furnish your correct TIN to persons who must file information returns with the IRS to report interest, dividends and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, or contributions you made to an IRA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. You must provide your TIN whether or not you are qualified to file a tax return. Payors must generally withhold 28% (subject to future adjustments) of taxable interest, dividend and certain other payments to a payee who does not furnish a TIN to a payor. Certain penalties may also apply.

Penalties

(1) Failure to Furnish TIN—If you fail to furnish your correct TIN to a requester (the person asking you to furnish your TIN), you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information With Respect to Withholding—If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

(3) Criminal Penalty for Falsifying Information—Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION, CONTACT YOUR

TAX CONSULTANT OR THE IRS.

EX-99.2

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY

FOR

OFFER TO EXCHANGE

$250.0 MILLION

10% SENIOR SUBORDINATED NOTES DUE 2015

FOR 10% SENIOR SUBORDINATED NOTES DUE 2015

OF

AMR HOLDCO, INC.

AND

EMCARE HOLDCO, INC.

EXCHANGE AGENT:

U.S. Bank Trust National

Association

By Registered or Certified Mail

U.S. Bank Trust National Association
Corporate Trust Services
EP-MN-WS-2N
60 Livingston Avenue
St. Paul, Minnesota 55107
Attention: Specialized Finance By Hand or Overnight Delivery

U.S. Bank Trust National Association
Corporate Trust Services
EP-MN-WS-2N
60 Livingston Avenue
St. Paul, Minnesota 55107
Attention: Specialized Finance

By Facsimile:

(Eligible Institutions Only)
U.S. Bank Trust National Association
Attention: Specialized Finance
(651) 495-8158 To Confirm Facsimile by Telephone or for Information Call:

(800) 934-6802

      All capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the prospectus, dated                     , 2005 (as it may be supplemented or amended from time to time, the “Prospectus”), of Emergency Medical Services L.P., a Delaware limited partnership and the holding company of AMR HoldCo, Inc., a Delaware corporation, and EmCare HoldCo, Inc., a Delaware corporation (together, the “Issuers”).

      As set forth in the Prospectus and in the accompanying letter of transmittal and instructions thereto (the “Letter of Transmittal”), registered Holders (as defined below) of outstanding 10% Senior Subordinated Notes due 2015 (the “Outstanding Notes”) of the Issuers who wish to tender their Outstanding Notes in exchange for a like principal amount of 10% Senior Subordinated Notes due 2015 (the “Exchange Notes”) of the Issuers and, in each case, whose Outstanding Notes are not immediately available or who cannot deliver their Outstanding Notes, the Letter of Transmittal and any other documents required by the Letter of Transmittal to U.S. Bank Trust National Association (the “Exchange Agent”) prior to the Expiration Date (as hereinafter defined), or who cannot complete the procedure for book-entry transfer on a timely basis, may use this Notice of Guaranteed Delivery (this “Notice of Guaranteed Delivery”) to tender their Outstanding Notes if (i) such tender is made by or through an Eligible Institution (as defined below) and the Holder signs this Notice of Guaranteed Delivery; (ii) on or prior to the Expiration Date, the Exchange Agent has received from the Holder and the Eligible Institution a written or facsimile copy of a properly completed and duly executed Notice of Guaranteed Delivery setting forth the name and address of the Holder of the Outstanding Notes, the certificate number or numbers of such tendered Outstanding Notes and the principal amount of Outstanding Notes tendered, stating that the tender is being made thereby and guaranteeing that, within five business days after the date of delivery of this Notice of Guaranteed Delivery, the Letter of Transmittal (or a copy of thereof) together with the certificate(s) representing the Outstanding Notes (or timely confirmation of the book-entry transfer of Outstanding Notes into the Exchange Agent’s account at the Depository Trust Company (“DTC”)) and any other required documents will be deposited by the Eligible Institution with the Exchange

Agent; and (ii) such properly completed and executed Letter of Transmittal (or copy thereof), as well as all other documents required by the Letter of Transmittal and the certificate(s) representing all tendered Outstanding Notes in proper form for transfer (or timely confirmation of the book-entry transfer of Outstanding Notes into the Exchange Agent’s Account at DTC), is received by the Exchange Agent within five business days after the Expiration Date. Any Holder of Outstanding Notes who wishes to tender Outstanding Notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives this Notice of Guaranteed Delivery and Letter of Transmittal prior to 5:00 P.M., New York City time, on the Expiration Date. This Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile transmission (receipt confirmed by telephone and an Outstanding delivered by guaranteed overnight delivery) or mail to the Exchange Agent. See “The Exchange Offer — Procedures for Tendering Outstanding Notes” in the Prospectus.

      Unless the context requires otherwise, (i) the term “Holder” for purposes of this Notice of Guaranteed Delivery means: (A) any person in whose name Outstanding Notes are registered on the books of the Issuers or any other person who has obtained a properly completed bond power from the registered Holder; or (B) any participant in DTC whose Outstanding Notes are held of record by DTC who desires to deliver such Outstanding Notes by book-entry transfer at DTC, and (ii) the term “Eligible Institution” means an eligible guarantor institution that is a member of or participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended.

THE EXCHANGE OFFER (AS DEFINED BELOW) WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     , 2005 (THE “EXPIRATION DATE”) UNLESS THE EXCHANGE OFFER IS EXTENDED BY THE ISSUERS IN THEIR SOLE DISCRETION. TENDERS OF OUTSTANDING NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

      FOR ANY QUESTIONS REGARDING THIS NOTICE OF GUARANTEED DELIVERY OR FOR ANY ADDITIONAL INFORMATION, YOU MAY CONTACT THE EXCHANGE AGENT BY TELEPHONE AT (800) 934-6802 OR BY FACSIMILE AT (651) 495-8158.

      DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

      This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on the Letter of Transmittal is required to be guaranteed by an Eligible Institution, such signature guarantee must appear in the applicable space provided in the Letter of Transmittal.

2

Ladies and Gentlemen:

      The undersigned hereby tender(s) to AMR Holdco, Inc. and EmCare HoldCo, Inc. (together, the “Issuers”), upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, receipt of which is hereby acknowledged, the aggregate principal amount of Outstanding Notes set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus and the instructions to the Letter of Transmittal.

      The undersigned understands that tenders of Outstanding Notes will be accepted only in principal amounts equal to $1,000 or integral multiples thereof. The undersigned understands that tenders of Outstanding Notes pursuant to the Issuers’ offer to exchange Exchange Notes for Outstanding Notes pursuant to, and upon the terms and conditions described in, the Prospectus, Letter of Transmittal and instructions thereto (the “Exchange Offer”) may not be withdrawn after 5:00 P.M., New York City time, on the Expiration Date.

      All authority herein conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death or incapacity of the undersigned and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

3

PLEASE COMPLETE AND SIGN

Signature(s) of Registered Holder(s) or Authorized Signatory:	Name(s) of Registered Holder(s):
Principal Amount of Outstanding Notes Tendered:	Address:
Certificate No(s). of Outstanding Notes (if available):	Area Code and Tel. No.:
Date:	If Outstanding Notes will be delivered by book-entry transfer at The Depository Trust Company, insert Depository Account No.:

      This Notice of Guaranteed Delivery must be signed by the registered Holder(s) of Outstanding Notes exactly as its (their) name(s) appears on certificate(s) for Outstanding Notes or on a security position listing as the owner of Outstanding Notes, or by person(s) authorized to become registered Holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information:

PLEASE PRINT

Name(s):        

Capacity:        

Address(es):     

DO NOT SEND OUTSTANDING NOTES WITH THIS FORM. OUTSTANDING NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL.

4

GUARANTEE OF DELIVERY

(Not to Be Used for Signature Guarantee)

      The undersigned, a member of or participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (each of the foregoing, an “Eligible Institution”), hereby (a) represents that each holder of Outstanding Notes on whose behalf this tender is being made “own(s)” the Outstanding Notes covered hereby within the meaning of Rule 14e-4 under the Exchange Act, (b) represents that such tender of Outstanding Notes complies with such Rule 14e-4 and (c) guarantees that, within five business days after the date of delivery of this Notice of Guaranteed Delivery, a properly completed and duly executed Letter of Transmittal, together with certificates representing the Outstanding Notes covered hereby in proper form for transfer (or timely confirmation of the book-entry transfer of Outstanding Notes into the Exchange Agent’s account at DTC) and any other required documents will be deposited by the undersigned with the Exchange Agent and such properly completed and executed Letter of Transmittal, as well as all other documents required by the Letter of Transmittal and the certificate(s) representing all tendered Outstanding Notes in proper form for transfer (or timely confirmation of the book-entry transfer of Outstanding Notes into the Exchange Agent’s account at DTC) are received by the Exchange Agent within five business days after the Expiration Date.

      THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE LETTER OF TRANSMITTAL AND OUTSTANDING NOTES TENDERED HEREBY TO THE EXCHANGE AGENT WITHIN THE TIME SET FORTH ABOVE AND THAT FAILURE TO DO SO COULD RESULT IN FINANCIAL LOSS TO THE UNDERSIGNED.

Name of Firm: 

Authorized Signature: 

Title: 

Address: 

(Zip Code)

Area Code and Telephone No.:                               Date: __________________, 2005

DO NOT SEND OUTSTANDING NOTES WITH THIS FORM. OUTSTANDING NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL.

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